[SCHEDULE 13D/A] Nautilus Biotechnolgy, Inc. SEC Filing

Rhea-AI Filing Summary

Perceptive Advisors LLC, Joseph Edelman, and Perceptive Life Sciences Master Fund, Ltd. filed Amendment No. 4 to Schedule 13D for Nautilus Biotechnology, Inc. (NAUT) on 24 June 2025. The filing discloses that the reporting group continues to hold 12,815,113 common shares, equal to 10.1 % of NAUT’s 126,148,469 shares outstanding as reported in the company’s 29 April 2025 proxy statement. The position is held on a shared voting and dispositive basis; none of the reporting persons has sole power over the shares.

The stake includes 220,902 shares underlying stock options granted to Michael Altman, a Perceptive Managing Director whose related director compensation is offset against Master Fund fees. Importantly, Mr. Altman ceased serving on Nautilus’s board effective 20 June 2025 when his term expired and he did not stand for re-election. No changes to share ownership levels were reported in this amendment—its primary purpose is to reflect the board-service change and update ownership calculations to the latest outstanding-share figure.

Key takeaways for investors:

• The Perceptive group remains a double-digit owner, preserving potential influence through its economic stake even after losing direct board representation.
• The departure of Perceptive’s board designee may reduce the group’s informational access and governance leverage.
• No purchase or sale of NAUT shares is disclosed; percentages changed only because the outstanding-share count was updated.

Positive

• Perceptive group retains a significant 10.1 % stake, indicating continued financial commitment to NAUT.
• No share sales disclosed; ownership stability may reassure investors about insider confidence.

Negative

• Loss of Perceptive’s board representation reduces the shareholder group’s direct influence over corporate strategy.
• No new capital infusion or constructive actions were announced, limiting immediate positive catalysts.

Insights

Corporate Governance Expert

TL;DR – Perceptive keeps 10 % stake but loses its board seat; influence shifts from formal governance to pure ownership.

The amendment is governance-focused rather than transactional. Perceptive’s Managing Director Michael Altman stepped off Nautilus’s board on 20 June 2025, meaning the shareholder group no longer has direct representation. While the economic stake (12.8 M shares, 10.1 %) is unchanged, loss of a seat lowers its capacity to shape strategy or access inside information under board confidentiality protections. From a stewardship lens, this weakens the shareholder-alignment narrative that often accompanies activist or strategic investors. Still, retaining >10 % keeps Perceptive a Schedule 13D filer with potential to influence via shareholder proposals or future solicitations.

Securities Analyst

TL;DR – No buying/selling; neutral-to-slightly negative optics due to board exit, but position size unchanged.

Because no shares were traded, the filing lacks direct price-moving data. The 10 %+ holding remains an important signal of long-term confidence, yet markets may view the relinquished board seat cautiously—potentially implying reduced strategic engagement. The 10.1 % ownership is calculated against the latest share count, so percentage drift, not transactions, explains any change. Overall share-supply dynamics and float are unaffected. I view the filing as modestly negative on governance optics but not materially impactful to near-term valuation.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 4)

Nautilus Biotechnology, Inc.

(Name of Issuer)

Common Stock, $0.0001 par value per share

(Title of Class of Securities)

63909J108

(CUSIP Number)

Alexander Rakitin
Perceptive Advisors LLC, 51 Astor Place, 10th Floor
New York, NY, 10003
(646) 205-5340

Louis Rambo
Proskauer Rose LLP, 1001 Pennsylvania Ave, Ste 600
Washington, DC, 20004
(202) 416-6800

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

06/20/2025

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

CUSIP No. 63909J108

1

Name of reporting person

Perceptive Advisors LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 12,815,113.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 12,815,113.00

11

Aggregate amount beneficially owned by each reporting person

12,815,113.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

10.1 %

14

Type of Reporting Person (See Instructions)

IA

SCHEDULE 13D

CUSIP No. 63909J108

1

Name of reporting person

Joseph Edelman

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 12,815,113.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 12,815,113.00

11

Aggregate amount beneficially owned by each reporting person

12,815,113.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

10.1 %

14

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13D

CUSIP No. 63909J108

1

Name of reporting person

Perceptive Life Sciences Master Fund, Ltd.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

CAYMAN ISLANDS

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 12,649,253.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 12,649,253.00

11

Aggregate amount beneficially owned by each reporting person

12,649,253.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

10.0 %

14

Type of Reporting Person (See Instructions)

CO

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Stock, $0.0001 par value per share
(b)	Name of Issuer: Nautilus Biotechnology, Inc.
(c)	Address of Issuer's Principal Executive Offices: 2701 Eastlake Avenue East, Seattle, WASHINGTON , 98102.
Item 4.	Purpose of Transaction
	Item 4 of the Schedule 13D is hereby amended and supplemented as follows: On June 20, 2025, Michael Altman, a Managing Director of Perceptive Advisors who has served on the Issuer's board of directors (the "Board") since June 2021, ceased serving as a member of the Board following the expiration of his term. Mr. Altman did not stand for re-election at the Issuer's 2025 Annual Meeting of Stockholders.
Item 5.	Interest in Securities of the Issuer
(a)	Item 5(a) of the Schedule 13D is hereby amended and restated as follows: The information set forth in rows 11 and 13 of the cover pages to this Schedule 13D is incorporated by reference. The amounts reported to be beneficially owned by the Reporting Persons include an aggregate of 220,902 shares of Common Stock underlying stock options granted to Mr. Altman (the "Options"). The Master Fund has the right to receive the director compensation provided in respect of Mr. Altman's board service through a partial management fee offset. The percentages set forth in row 13 are based on 126,148,469 outstanding shares of Common Stock as of April 22, 2025, as reported by the Issuer in its Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on April 29, 2025, and assume the exercise of the Options for an aggregate of 220,902 shares of Common Stock.
(b)	The information set forth in rows 7 through 10 of the cover pages to this Schedule 13D is incorporated by reference.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Perceptive Advisors LLC

Signature:	/s/ Joseph Edelman
Name/Title:	Joseph Edelman, Managing Member
Date:	06/24/2025

Joseph Edelman

Signature:	/s/ Joseph Edelman
Name/Title:	Joseph Edelman
Date:	06/24/2025

Perceptive Life Sciences Master Fund, Ltd.

Signature:	/s/ Joseph Edelman
Name/Title:	By Perceptive Advisors LLC, by Joseph Edelman, Managing Member
Date:	06/24/2025

FAQ

How many Nautilus Biotechnology (NAUT) shares does Perceptive Advisors now own?

The group reports 12,815,113 common shares, representing 10.1 % of shares outstanding.

Did Perceptive Advisors buy or sell any NAUT shares in this amendment?

No. The amendment shows no change in share count; ownership percentages were updated only for the new share-outstanding figure.

Why was the Schedule 13D/A filed on 24 June 2025?

It reflects that Michael Altman left Nautilus’s board on 20 June 2025 and updates ownership calculations.

Does Perceptive Advisors still influence Nautilus after losing the board seat?

While the board seat is gone, Perceptive’s 10 % stake still provides leverage through shareholder voting and potential future engagements.

What percentage of Nautilus does the Perceptive Life Sciences Master Fund alone hold?

The Master Fund alone reports 12,649,253 shares, equal to 10.0 % of the company.