{"filing":{"accession_number":"0001808805-26-000041","cik":"0001808805","ticker":"NAUT","company_name":"Nautilus Biotechnology, Inc.","form":"8-K","filing_date":"2026-09-11","report_date":"2026-09-11","primary_document":"naut-20260911.htm","primary_document_url":"https://www.sec.gov/Archives/edgar/data/1808805/000180880526000041/naut-20260911.htm"},"events":[{"id":32929,"run_id":30274,"accession_number":"0001808805-26-000041","anchor_item_number":"1.01","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.92,"summary":"Nautilus Biotechnology entered into an at-the-market (ATM) sales agreement with TD Cowen to sell up to $125 million in common stock under a registered shelf offering, representing a dilutive equity issuance to fund capital needs.","company_name":"Nautilus Biotechnology, Inc.","ticker":"NAUT","filing_date":"2026-09-11","form":"8-K","submitted_at":null,"items":[{"id":36223,"accession_number":"0001808805-26-000041","item_number":"1.01","item_title":"Entry into a Material Definitive Agreement.","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.92,"reasoning":"Nautilus Biotechnology entered into an at-the-market (ATM) sales agreement with TD Cowen to sell up to $125 million in common stock. This is a dilutive equity issuance under an ATM offering program, which is a classic signal of capital raising at small- and mid-cap issuers. The filing explicitly references Rule 415 and a shelf registration statement, confirming the registered direct offering structure. Material to investors assessing shareholder dilution and the company's capital needs.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-09-11T20:09:46.141378+00:00","company_name":"","ticker":null,"filing_date":""}]},{"id":32930,"run_id":30274,"accession_number":"0001808805-26-000041","anchor_item_number":"1.02","event_type":"financial_other","event_domain":"financial","is_material":false,"confidence":0.72,"summary":"Nautilus Biotechnology terminated its prior at-the-market equity offering agreement with TD Cowen dated February 28, 2024, under which no shares were ever sold.","company_name":"Nautilus Biotechnology, Inc.","ticker":"NAUT","filing_date":"2026-09-11","form":"8-K","submitted_at":null,"items":[{"id":36224,"accession_number":"0001808805-26-000041","item_number":"1.02","item_title":"Termination of a Material Definitive Agreement.","event_type":"financial_other","event_domain":"financial","is_material":false,"confidence":0.72,"reasoning":"The filing discloses termination of an at-the-market (ATM) equity offering agreement with TD Cowen dated February 28, 2024. While the agreement was a material definitive agreement under Item 1.02, no shares were ever sold under it, and the termination is mutual and administrative in nature. This is a financial event (capital markets arrangement) but lacks the materiality of an active dilutive issuance or covenant breach, making it a routine financial administrative matter rather than a material event affecting investor assessment.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-09-11T20:09:46.141378+00:00","company_name":"","ticker":null,"filing_date":""}]}],"classifications":[{"id":36223,"accession_number":"0001808805-26-000041","item_number":"1.01","item_title":"Entry into a Material Definitive Agreement.","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.92,"reasoning":"Nautilus Biotechnology entered into an at-the-market (ATM) sales agreement with TD Cowen to sell up to $125 million in common stock. This is a dilutive equity issuance under an ATM offering program, which is a classic signal of capital raising at small- and mid-cap issuers. The filing explicitly references Rule 415 and a shelf registration statement, confirming the registered direct offering structure. Material to investors assessing shareholder dilution and the company's capital needs.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-09-11T20:09:46.141378+00:00","company_name":"Nautilus Biotechnology, Inc.","ticker":"NAUT","filing_date":"2026-09-11"},{"id":36224,"accession_number":"0001808805-26-000041","item_number":"1.02","item_title":"Termination of a Material Definitive Agreement.","event_type":"financial_other","event_domain":"financial","is_material":false,"confidence":0.72,"reasoning":"The filing discloses termination of an at-the-market (ATM) equity offering agreement with TD Cowen dated February 28, 2024. While the agreement was a material definitive agreement under Item 1.02, no shares were ever sold under it, and the termination is mutual and administrative in nature. This is a financial event (capital markets arrangement) but lacks the materiality of an active dilutive issuance or covenant breach, making it a routine financial administrative matter rather than a material event affecting investor assessment.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-09-11T20:09:46.141378+00:00","company_name":"Nautilus Biotechnology, Inc.","ticker":"NAUT","filing_date":"2026-09-11"}]}