Nautilus Biotechnology sets $125M stock ATM

Nautilus Biotechnology establishes a new $125 million at-the-market equity program with TD Cowen while terminating a prior unused ATM facility.

Rhea-AI Filing Summary

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.

Filing Explained

The $125 million ATM is capacity within a $300 million shelf; no immediate issuance or proceeds are established.

The new $125 million common-stock ATM capacity sits inside a broader $300 million shelf, so this filing establishes potential financing capacity rather than an immediate share issuance.

An ATM program permits gradual sales at prevailing market prices, while an S-3 authorizes future registered offerings; neither capacity nor registration itself represents proceeds received or dilution already incurred.

At March 31, 2026, Nautilus reported $143.374 million in cash and investments; that amount equals 985 days of the last reported quarterly operating cash use at that rate.

The next state change to monitor is the S-3 becoming effective and any later disclosure showing whether shares are sold under the new agreement.

Sources and calculations

• Nautilus Biotechnology Form 8-K (2026-09-11)
• Nautilus Biotechnology shelf-registration context (2026-09-11)
• Form S-3 purpose (2026-07-17)
• At-the-market program definition (2026-07-17)
• Nautilus Biotechnology first-quarter 2026 fundamentals (2026-03-31)

• Available liquidity against the last reported quarterly operating outflow, in days at that rate ($14,626,000 + $81,243,000 + $47,505,000) / ($13,100,000 / 90) = 985 days

8-K Event Classification

3 items: 1.01, 1.02, 9.01

3 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 1.02 Termination of a Material Definitive Agreement Business

A significant contract was terminated, which may affect business operations or revenue.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

ATM program capacity: $125,000,000 Sales agent commission rate: 3.0% of gross proceeds Agreement date: September 11, 2026 +1 more

4 metrics

ATM program capacity $125,000,000 Maximum aggregate sales proceeds for common stock under the new Sales Agreement

Sales agent commission rate 3.0% of gross proceeds Compensation to TD Cowen for shares sold under the Sales Agreement

Agreement date September 11, 2026 Date Nautilus Biotechnology entered into the new Sales Agreement

Prior ATM usage 0 shares Common stock sold under the February 28, 2024 prior Sales Agreement before termination

Key Terms

at the market offering, Sales Agreement, shelf registration statement, prospectus supplement, +1 more

5 terms

at the market offering financial

"to sell shares ... through an “at the market” offering program"

An at-the-market offering is a way a company raises cash by selling newly issued shares directly into the open market at prevailing prices, rather than all at once in a single deal. Think of it like turning a faucet on to drip shares into trading at current prices when needed; it gives the company flexibility to raise funds over time but can dilute existing shareholders and potentially affect the stock price, which investors should monitor.

Sales Agreement financial

"entered into a Sales Agreement (the “Sales Agreement”) with TD Securities"

A sales agreement is a written contract that sets out the terms for selling goods, services, or assets, specifying price, delivery, payment schedule and responsibilities of each side. For investors it matters because it creates a predictable stream of revenue or cash obligations, clarifies timing and risk, and can change a company’s value or forecasts much like a signed order turns a customer’s verbal intent into a firm commitment.

shelf registration statement regulatory

"issued pursuant to the Company’s shelf registration statement on Form S-3"

A shelf registration statement is a document a company files with regulators that allows it to sell shares or bonds quickly when it’s a good time to raise money. It’s like having a pre-approved plan ready so the company can act fast without going through lengthy paperwork each time they want to sell, making fundraising more flexible.

prospectus supplement regulatory

"including the prospectus supplement contained therein, filed with the SEC"

A prospectus supplement is an additional document provided alongside a company's main offering details, offering updated or extra information about a specific financial product being sold. It helps investors understand the latest terms, risks, and details of the investment, similar to how an update or revision clarifies or expands on original instructions, ensuring they have current and complete information before making a decision.

material definitive agreement regulatory

"Item 1.01 Entry into a Material Definitive Agreement"

A material definitive agreement is a legally binding contract that creates major, long‑term obligations or rights for a company, such as loans, asset sales, mergers, or supplier deals. Think of it like a mortgage or lease for a business: it can change future cash flow, risk and control, so investors watch these agreements closely because they can materially affect a company’s value, financial health and stock price.

Offering Details

ATM

Offering

Offering Type ATM

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What equity offering did NAUT announce on September 11, 2026?

Nautilus Biotechnology announced a new Sales Agreement with TD Securities (USA), LLC for an “at the market” offering program to sell up to $125,000,000 of its common stock from time to time, with TD Cowen acting as sales agent.

How much common stock can Nautilus Biotechnology (NAUT) sell under the new ATM program?

The new at-the-market program permits Nautilus Biotechnology to sell shares of its common stock with aggregate sales proceeds of up to $125,000,000, from time to time, subject to the company’s parameters and the terms of the Sales Agreement.

What fees will TD Cowen receive under NAUT’s new Sales Agreement?

Under the new Sales Agreement, TD Cowen will be entitled to compensation of up to 3.0% of the gross proceeds from all shares of Nautilus Biotechnology common stock sold through it under the at-the-market program.

Is Nautilus Biotechnology (NAUT) required to sell shares under the new ATM facility?

No. Nautilus Biotechnology has no obligation to sell any shares under the new Sales Agreement and may suspend solicitations and offers at any time, while also retaining the ability to terminate the agreement on ten days’ notice.

What happened to Nautilus Biotechnology’s prior at-the-market Sales Agreement?

On September 11, 2026, Nautilus Biotechnology and TD Cowen mutually terminated their prior at-the-market Sales Agreement dated February 28, 2024. No shares of the company’s common stock had been sold under that prior agreement before its termination.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 09/11/2026 - 04:08 PM Accepted by SEC EDGAR 09/11/2026 - 04:08 PM Learn about SEC filing dates

0001808805False00018088052026-09-112026-09-11

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of The

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 11, 2026

NAUTILUS BIOTECHNOLOGY, INC.

(Exact name of registrant as specified in its charter)

Delaware

001-39434

98-1541723

(State or other jurisdiction of incorporation)

(Commission File Number)

(I.R.S. Employer Identification No.)

2701 Eastlake Avenue East
Seattle, Washington						98102
(Address of principal executive offices)						(Zip code)

(206) 333-2001

(Registrant’s telephone number, including area code)

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, par value $0.0001 per share

NAUT

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  o

Item 1.01Entry into a Material Definitive Agreement.

On September 11, 2026, Nautilus Biotechnology, Inc. (the “Company”) entered into a Sales Agreement (the “Sales Agreement”) with TD Securities (USA), LLC (“TD Cowen”) to sell shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), having aggregate sales proceeds of up to $125,000,000, from time to time, through an “at the market” offering program under which TD Cowen will act as sales agent.

Under the Sales Agreement, the Company will set the parameters for the sale of shares, including the number or dollar amount of shares to be issued, the time period during which sales are requested to be made, limitations on the number or dollar amount of shares that may be sold in any one trading day and any minimum price below which sales may not be made. Subject to the terms and conditions of the Sales Agreement, TD Cowen may sell the shares by methods deemed to be an “at the market” offering as defined in Rule 415 promulgated under the Securities Act of 1933, as amended. TD Cowen agreed to use commercially reasonable efforts in conducting such sales activities consistent with its normal trading and sales practices and applicable state and federal laws, rules and regulations and the rules of the Nasdaq Stock Market. The Sales Agreement may be terminated by the Company upon ten days’ notice to TD Cowen for any reason or by TD Cowen upon ten days’ notice to the Company for any reason, or immediately under certain circumstances, including but not limited to the occurrence of a material adverse change in the Company.

The Sales Agreement provides that TD Cowen will be entitled to compensation for its services in an amount equal to up to 3.0% of the gross proceeds of all shares of Common Stock sold through TD Cowen under the Sales Agreement. The Company has no obligation to sell any shares under the Sales Agreement and may at any time suspend solicitation and offers under the Sales Agreement.

The shares will be issued pursuant to the Company’s shelf registration statement on Form S-3, including the prospectus supplement contained therein, filed with the Securities and Exchange Commission (the “SEC”) on September 11, 2026 (the “Registration Statement”), once the Registration Statement is declared effective by the SEC.

The foregoing description of the Sales Agreement is not complete and is qualified in its entirety by reference to the full text of such agreement, a copy of which is filed herewith as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by reference.

This Current Report shall not constitute an offer to sell or the solicitation of an offer to buy the securities discussed herein, nor shall there be any sale of such securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

Item 1.02 Termination of a Material Definitive Agreement.

On September 11, 2026, the Company and TD Cowen (f/k/a Cowen and Company, LLC) mutually terminated the Sales Agreement by and between the Company and TD Cowen dated February 28, 2024 (the “Prior Sales Agreement”). The Prior Sales Agreement provided that the Company may sell its Common Stock, from time to time, through an “at-the-market” equity offering program under which TD Cowen acted as sales agent. None of the Company’s Common Stock was sold under the Prior Sales Agreement.

The foregoing description of the Prior Sales Agreement is not complete and is qualified in its entirety by reference to the full text of the Prior Sales Agreement, a copy of which was filed as Exhibit 1.1 to the Company’s Current Report on Form 8-K filed with the SEC on February 28, 2024.

2

Item 9.01Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number						Description
1.1						Sales Agreement, dated as of September 11, 2026, between Nautilus Biotechnology, Inc. and TD Securities (USA) LLC
104						Cover Page Interactive Data File (embedded with the Inline XBRL document)

3

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: September 11, 2026

			NAUTILUS BIOTECHNOLOGY, INC.
			By:			/s/ Sujal Patel
			Name:			Sujal Patel
			Title:			Chief Executive Officer

Filing Exhibits & Attachments

4 documents

Other Documents

• EX-1.1 EX-1.1 290.1 KB
• EX-101 XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT 1.7 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT 21.1 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT 12.2 KB