Nautilus Biotechnology Enters $125M "At-The-Market" Sales Agreement

What Happened
Nautilus Biotechnology, Inc. (NAUT) announced on September 11, 2026 that it entered into a Sales Agreement with TD Securities (USA) LLC (TD Cowen) to act as sales agent in an "at‑the‑market" (ATM) offering to sell up to $125,000,000 of its common stock. The shares will be offered from time to time under the Company’s Form S‑3 shelf registration (filed September 11, 2026) once that registration statement is declared effective by the SEC. Simultaneously, Nautilus and TD Cowen mutually terminated a prior ATM sales agreement dated February 28, 2024; no shares were sold under that prior agreement.

Key Details

• Date filed: September 11, 2026.
• ATM capacity: up to $125,000,000 of common stock sold from time to time.
• Sales agent: TD Securities (USA) LLC (doing business as TD Cowen).
• Agent fee: TD Cowen may receive up to 3.0% of gross proceeds from sales.
• Prior agreement: the February 28, 2024 sales agreement with TD Cowen was mutually terminated; no shares were sold under it.
• Company controls timing/amount/pricing and is not required to sell any shares; sales subject to registration statement effectiveness and usual legal/market conditions.

Why It Matters
This ATM facility gives Nautilus a flexible, on‑demand way to raise capital by selling shares into the open market, which management can use for liquidity, working capital, or other corporate needs. For investors, an ATM is potentially dilutive because new shares can be issued when sales occur; the actual impact depends on if and when Nautilus chooses to sell shares and at what prices. The arrangement’s up to 3% selling fee is a direct cost of any capital raised under the program. Finally, no shares were immediately sold under this filing—issuance requires the registration statement to be effective and company approval of specific sales.