Nautilus Biotechnology Inc.
09/11/2026 | Press release | Distributed by Public on 09/11/2026 14:08
Material Agreement, Termination of Material Agreement (Form 8-K)
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.
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