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Nautilus Biotechnology, Inc. (NAUT) is the subject of this Amendment No. 4 to a Schedule 13D, in which venture funds affiliated with Andreessen Horowitz update their ownership disclosure. The reporting entities AH Bio Fund II, L.P. and Andreessen Horowitz LSV Fund II, L.P. report holding 5,782,188 and 481,047 shares of Nautilus common stock, respectively.
Based on 127,255,223 shares outstanding as of July 24, 2026, Marc Andreessen and Benjamin Horowitz each report beneficial ownership of 6,263,235 shares, or 4.9% of Nautilus’s common stock, through these funds. Following a series of open market sales between August 31 and September 9, 2026, the reporting persons state they ceased to be beneficial owners of more than five percent of Nautilus’s common stock on September 9, 2026.
Nautilus Biotechnology, Inc. (NAUT) entered into a new Sales Agreement with TD Securities (USA), LLC on September 11, 2026 for an “at the market” offering program to sell up to $125,000,000 of common stock from time to time, with TD Cowen acting as sales agent and earning up to 3.0% of gross proceeds on shares sold. The company controls key sale parameters, may suspend or terminate the program, and is not obligated to sell any shares. The shares will be issued under a Form S-3 shelf registration statement filed the same day, after it is declared effective by the SEC. On the same date, Nautilus and TD Cowen mutually terminated their February 28, 2024 at-the-market Sales Agreement, under which no common stock had been sold.
Nautilus Biotechnology, Inc. (NAUT) has filed a shelf registration that allows it to offer and sell up to $300,000,000 of various securities, including common stock, preferred stock, debt securities, depositary shares, warrants, subscription rights, purchase contracts and units, in one or more future offerings.
Within this shelf, Nautilus established an at-the-market program under a sales agreement with TD Securities (USA) LLC, permitting sales of up to $125,000,000 of common stock from time to time on Nasdaq or through negotiated transactions. The $125,000,000 of common stock is part of, and not in addition to, the $300,000,000 overall shelf capacity.
The company’s independent auditor, PricewaterhouseCoopers LLP, included an emphasis of matter relating to Nautilus’s net operating losses and negative cash flows from operations in the report on the year ended December 31, 2025, highlighting management’s evaluation of related conditions. Nautilus is a development stage life sciences company focused on its Nautilus Voyager proteomics platform and qualifies as a smaller reporting company.
Nautilus Biotechnology, Inc. (NAUT) received an Amendment No. 3 to a Schedule 13D from venture funds affiliated with Andreessen Horowitz reporting updated ownership and recent trading activity in Nautilus common stock.
The filing states that AH Bio Fund II, L.P. beneficially owns 7,094,691 shares of Nautilus common stock, representing 5.6% of the class, and Andreessen Horowitz LSV Fund II, L.P. beneficially owns 590,241 shares, representing 0.5%. Marc L. Andreessen and Benjamin A. Horowitz are reported as having shared voting and dispositive power over an aggregate 7,684,932 shares, or 6.0% of Nautilus’ common stock.
The reported ownership percentages are based on 127,255,223 shares outstanding as of July 24, 2026. The funds disclose multiple open market sales of Nautilus shares between July 31 and August 27, 2026, at weighted average prices generally around $0.90–$1.05 per share, and undertake to provide full pricing breakdowns upon request.
Nautilus Biotechnology, Inc. received an updated ownership report from Perceptive Advisors and related entities. The group reports beneficial ownership of 11,634,211 shares of Nautilus common stock, representing 9.1% of the class, based on 127,255,223 shares outstanding as of July 24, 2026.
Perceptive Life Sciences Master Fund, Ltd. directly holds 11,468,351 shares, and C2 Life Sciences LLC directly holds 165,860 shares. Perceptive Advisors LLC, as investment manager to both entities, and its managing member Joseph Edelman share voting and dispositive power over these holdings, while neither Perceptive Advisors nor Edelman holds Nautilus shares directly.
Nautilus Biotechnology, a development-stage proteomics company, reported revenue of $0.2 million for the six months ended June 30, 2026, mainly from a Michael J. Fox Foundation grant and early access services. Net loss was $29.2 million, modestly better than $31.6 million a year earlier, as research and development and selling, general and administrative expenses declined 12% and 9%, respectively.
As of June 30, 2026, cash, cash equivalents and short-term investments totaled $84.0 million, and cash, cash equivalents and investments were $129.2 million. Management believes this will fund operations for at least 12 months. The company has a $125.0 million at-the-market equity program and a $300.0 million shelf registration. Nautilus continues developing its Nautilus Voyager proteomics platform, has launched an Iterative Mapping Early Access Program focused on Tau and other proteoforms, and plans a phased commercial launch with pre-orders in early 2027 and instrument shipments in mid-2027.
Nautilus Biotechnology reported second quarter 2026 results, recognizing its first revenue of $0.2 million, primarily grant income from The Michael J. Fox Foundation and service revenue from its Iterative Mapping Early Access Program. Operating expenses were $15.9 million, down from $17.1 million a year earlier, resulting in a net loss of $14.5 million versus $15.0 million. Cash, cash equivalents and investments totaled $129.2 million as of June 30, 2026.
The company is reallocating resources to accelerate proteoform applications in response to strong customer interest. The Voyager platform is expected to open for pre-orders in early 2027, with instrument shipments beginning mid‑2027 alongside Tau and AKT1 proteoform assay kits and additional oncology proteoform assays through late 2027. Testing showed current assay configuration changes do not support a 2027 broadscale consumable kit at target specifications, and Nautilus plans to update the commercial timeline after further development.
Andreessen Horowitz-affiliated funds filed Amendment No. 2 to a Schedule 13D for Nautilus Biotechnology, Inc. after a June 26, 2026 block trade at $2.00 per share.
AH Bio Fund II, L.P. now reports beneficial ownership of 8,366,966 common shares, or 6.6%, and Andreessen Horowitz LSV Fund II, L.P. reports 696,088 shares, or 0.5%. Marc Andreessen and Benjamin Horowitz each report shared beneficial ownership of 9,063,054 shares, or 7.1%, based on 127,078,855 common shares outstanding as of April 23, 2026.
Nautilus Biotechnology director Matthew L. Posard received a grant of stock options for 45,000 shares of common stock. The options have an exercise price of $2.28 per share and expire on June 18, 2036. According to the grant terms, one-twelfth of the option vests each month after the grant date, so long as he continues to serve as a “Service Provider” under the company’s 2021 Equity Incentive Plan.
Nautilus Biotechnology director Farzad Nazem received a grant of stock options covering 45,000 shares of common stock. The options have an exercise price of $2.28 per share and expire on June 18, 2036. All 45,000 options are held directly after this grant.
According to the grant’s terms, one-twelfth of the options vest each month following the grant date, as long as Nazem continues to serve as a “Service Provider” under Nautilus’s 2021 Equity Incentive Plan. This creates a 12‑month, time-based vesting schedule tied to ongoing service.