NAUT on Nasdaq

Nautilus Biotechnology, Inc.

Nautilus Biotechnology, Inc. is a laboratory analytical instruments company, listed on Nasdaq (NAUT).1 It is headquartered in Seattle, Washington.1

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Last updated Oct 21, 2026.

Overview

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  • TickerNAUT on Nasdaq1
  • IndustryLaboratory Analytical Instruments1
  • HeadquartersSeattle, Washington1
  • Business address2701 Eastlake Ave East, Seattle, Wa 981022
  • Filer categoryNon-accelerated filer, Smaller reporting company2

On June 9, 2021 (the “Closing Date”), Nautilus Biotechnology, Inc., a Delaware corporation (f/k/a ARYA Sciences Acquisition Corp III (“ARYA”)), consummated the business combination (the “Business Combination”) pursuant to the terms of that certain Business Combination Agreement, dated as of February 7, 2021 (the “Business Combination Agreement”), by and among ARYA, Mako Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of ARYA (“Mako Merger Sub”), and Nautilus Subsidiary, Inc., a Delaware corporation (f/k/a Nautilus Biotechnology, Inc.) (“Legacy Nautilus”). The Business Combination Agreement provided for, among other things, (i) the domestication of ARYA as a corporation incorporated under the laws of the State of Delaware, upon which ARYA changed its name to “Nautilus Biotechnology, Inc.” (together with its consolidated subsidiary, the “Company” “New Nautilus” or “Nau…3 From its latest annual report

Financials

From the company’s reports to the SEC. Every number links to the filing it came from.

Financial statements

Net income45678-$59.0M in 2025+278% since 2020
-$80.0M-$60.0M-$40.0M-$20.0M02020: -$15.6M-$15.6M20202021: -$50.3M-$50.3M2021+222%2022: -$57.9M-$57.9M2022+15%2023: -$63.7M-$63.7M2023+10%2024: -$70.8M-$70.8M2024+11%2025: -$59.0M-$59.0M2025−17%

Every line of the income statement as filed: the last 2 fiscal years, latest first.8

Period ending2025-12-312024-12-31
Research and development$41.1M$50.5M
General and administrative$25.7M$31.0M
Total operating expenses$66.8M$81.5M
Interest income$7.9M$10.8M
Other expense-$32.0K-$84.0K
Total other income$7.8M$10.7M
Net loss-$59.0M-$70.8M
Net loss per share attributable to common stockholders, basic (in dollars per share)-$0.47-$0.56
Net loss per share attributable to common stockholders, diluted (in dollars per share)-$0.47-$0.56
Weighted-average shares used in computing net loss per share attributable to common stockholders, basic (in shares)126.3M shares125.4M shares
Weighted-average shares used in computing net loss per share attributable to common stockholders, diluted (in shares)126.3M shares125.4M shares

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Corporate structure

Nautilus Biotechnology, Inc. sits at the top of its group. 1 entity on record. Switch between the flow chart and the network, and select any entity to see its details.

Major holders of Nautilus Biotechnology, Inc.

  • AH Bio Fund II, L.P. Filed SCHEDULE 13D/A on Nautilus Biotechnology, Inc., latest Sep 11, 2026 (4 filings since Jun 4, 2026)
  • PERCEPTIVE ADVISORS LLC Filed SCHEDULE 13D/A on Nautilus Biotechnology, Inc., latest Aug 14, 2026 (5 filings since Nov 17, 2023)
  • Parag Mallick Filed SCHEDULE 13D/A on Nautilus Biotechnology, Inc., latest Mar 4, 2026 (2 filings since Mar 5, 2025)
  • Sujal M. Patel Filed SCHEDULE 13D/A on Nautilus Biotechnology, Inc., latest Mar 4, 2026 (2 filings since Mar 5, 2025)
  • Cercano Management LLC Filed SC 13G on Nautilus Biotechnology, Inc., latest Feb 13, 2023
  • RA CAPITAL MANAGEMENT, L.P. Filed SC 13G/A on Nautilus Biotechnology, Inc., latest Feb 14, 2022
  • VCVC V LLC Filed SC 13G on Nautilus Biotechnology, Inc., latest Feb 10, 2022
  • Nautilus Biotechnology, Inc. Seattle, Washington

Built from major holders from Schedules 13D and 13G. Each entity in the chart links to its source.

What it owns

What Nautilus Biotechnology, Inc. reports owning in its annual reports to the SEC: buildings, land and equipment, real estate and locations, investments, intangible assets and inventory, at the end of its latest fiscal year and a year before.

Property and equipment

ItemLatestA year beforeChange
Property and equipment, before depreciation$11.6M8 Dec 31, 2025$10.6M8 Dec 31, 2024+9.1%
Accumulated depreciation$8.1M8 Dec 31, 2025$6.5M8 Dec 31, 2024+24.3%
Property and equipment, net$3.5M8 Dec 31, 2025$4.1M8 Dec 31, 2024−15.2%
Operating-lease assets (leased space)$27.8M8 Dec 31, 2025$28.3M8 Dec 31, 2024−1.7%

Investments

ItemLatestA year beforeChange
Cash and cash equivalents$12.4M8 Dec 31, 2025$27.6M8 Dec 31, 2024−55.2%
Marketable securities, current$91.0M8 Dec 31, 2025$102.2M8 Dec 31, 2024−11.0%
Marketable securities, non-current$52.7M8 Dec 31, 2025$76.4M8 Dec 31, 2024−31.0%

Properties, in its own words

Our corporate headquarters are located at 2701 Eastlake Avenue East, Seattle, Washington and our research and development facilities, and manufacturing centers are located at 835 Industrial Rd, San Carlos, California. The Seattle facility is approximately 14,800 square feet. The 835 Industrial Rd, San Carlos, California lease is for approximately 45,338 square feet of office and research space. We lease approximately 19,957 square feet of additional research and development and manufacturing space at 1561 Industrial Rd, San Carlos, California. In addition, we lease office and research space located at 4475 Executive Drive, San Diego, California. The San Diego facility is approximately 7,064 square feet. We do not own real property and believe that our current facilities are sufficient to meet our ongoing needs and that, if we require additional space, we will be able to obtain additional facilities on commercially reasonable terms.

Item 2 of the 10-K filed Feb 26, 2026.3

Leadership

Who has led Nautilus Biotechnology, Inc., and when. Pick a name to see everywhere that person has worked.

Board members and other officers (20)

Former names

  • ARYA Sciences Acquisition Corp IIIApr 17, 2020 to Jun 8, 20212

Timeline

  1. Sep 11, 20268-K Entered a material agreement; Ended a material agreement31
  2. Jul 28, 20268-K Results of operations32
  3. Jun 18, 20268-K Shareholder vote33
  4. Apr 28, 20268-K Results of operations34
  5. Feb 26, 20268-K Results of operations35
  6. Nov 4, 20258-K Other events36
  7. Oct 28, 20258-K Results of operations37
  8. Jul 31, 20258-K Results of operations38
  9. Jun 23, 20258-K Shareholder vote39
  10. May 2, 20258-K Listing notice or transfer40
  11. Apr 29, 20258-K Results of operations41
  12. Feb 27, 20258-K Results of operations; Executive or director change42
  13. Jun 9, 2021New chief executive Sujal M. Patel becomes CEO11
  14. Aug 6, 2020New chief executive Adam Leo Stone becomes CEO12

Calendar

Coming up

  1. Oct 27, 2026 · Before the openReports results for the quarter ending Sep/2026 A year earlier it reported ($0.11) a share, on Oct 27, 2025.43

When it reported results

  1. Jul 28, 2026Reported quarterly or annual results32
  2. Apr 28, 2026Reported quarterly or annual results34
  3. Feb 26, 2026Reported quarterly or annual results35
  4. Oct 28, 2025Reported quarterly or annual results37
  5. Jul 31, 2025Reported quarterly or annual results38
  6. Apr 29, 2025Reported quarterly or annual results41
  7. Feb 27, 2025Reported quarterly or annual results42
  8. Oct 29, 2024Reported quarterly or annual results44

Upcoming dates from Nasdaq's calendar; past results from the company's 8-K filings (Item 2.02). The full markets calendar

Filings

229 filings to the SEC since October 2021: 5 annual reports, 15 quarterly reports, 33 major events, 109 insider forms, 17 large holders, 50 other. The latest 20:

  1. Sep 18, 2026EFFECT EDGAR
  2. Sep 18, 2026424B5 EDGAR
  3. Sep 11, 20268-K EDGAR
  4. Sep 11, 2026S-3 EDGAR
  5. Sep 11, 2026SCHEDULE 13D/A EDGAR
  6. Aug 28, 2026SCHEDULE 13D/A EDGAR
  7. Aug 14, 2026SCHEDULE 13D/A EDGAR
  8. Jul 28, 202610-Q EDGAR
  9. Jul 28, 20268-K EDGAR
  10. Jun 30, 2026SCHEDULE 13D/A EDGAR
  11. Jun 22, 20264 EDGAR
  12. Jun 22, 20264 EDGAR
  13. Jun 22, 20264 EDGAR
  14. Jun 22, 20264 EDGAR
  15. Jun 22, 20264 EDGAR
  16. Jun 18, 20268-K EDGAR
  17. Jun 4, 2026SCHEDULE 13D/A EDGAR
  18. Jun 4, 20264 EDGAR
  19. Apr 28, 2026ARS EDGAR
  20. Apr 28, 2026DEFA14A EDGAR

The 229 filings since October 2021 can be filtered by form type and year here when JavaScript is on.

Every filing from the last five years, summarized. The full record is on SEC EDGAR.

Insider trades

38 open-market trades by officers, directors and large owners since October 2021: 35 buys and 3 sales. Grants, option exercises and gifts are left out.

DateWhoTradeSharesPriceValueFiling
Jun 2, 2026AH Bio Fund II, L.P.10% ownerSale5,000,000$2.35$11.8MForm 4
Mar 4, 2026Patel Sujal MCEO, President, and SecretaryBuy25,000$2.61$65.2KForm 4
Nov 6, 2025Suzuki KentaroChief Marketing OfficerBuy4,000$1.49$6.0KForm 4
Sep 8, 2025Patel Sujal MCEO, President, and SecretaryBuy83,500$0.68$56.8KForm 4
Sep 5, 2025Patel Sujal MCEO, President, and SecretaryBuy116,500$0.67$78.1KForm 4
Sep 4, 2025Murphy Matthew B.General CounselBuy20,000$0.64$12.8KForm 4
May 29, 2025Mowry AnnaCFO and TreasurerBuy15,000$0.77$11.6KForm 4
May 12, 2025Mallick ParagChief ScientistBuy1,500$0.73$1.1KForm 4
May 8, 2025Mallick ParagChief ScientistBuy12,000$0.73$8.8KForm 4
Mar 20, 2025Patel Sujal MCEO, President, and SecretaryBuy23,933$1.00$23.9KForm 4
Mar 19, 2025Patel Sujal MCEO, President, and SecretaryBuy53,300$0.99$52.8KForm 4
Sep 23, 2024Godwin Mary E.Senior VP, OperationsSale47,031$2.87$135.0KForm 4
Sep 17, 2024Godwin Mary E.Senior VP, OperationsSale35,000$2.85$99.8KForm 4
Mar 11, 2024Patel Sujal MCEO, President, and SecretaryBuy12,044$2.84$34.2KForm 4
Mar 8, 2024Patel Sujal MCEO, President, and SecretaryBuy2,430$2.99$7.3KForm 4
Mar 7, 2024Patel Sujal MCEO, President, and SecretaryBuy18,854$2.89$54.5KForm 4
Mar 6, 2024Patel Sujal MCEO, President, and SecretaryBuy9,267$2.70$25.0KForm 4
Mar 5, 2024Patel Sujal MCEO, President, and SecretaryBuy7,405$2.65$19.6KForm 4
Sep 27, 2022Sankar SubramanianSenior VP, Product DevelopmentBuy5,000$2.03$10.2KForm 4
Sep 26, 2022Sankar SubramanianSenior VP, Product DevelopmentBuy10,000$2.03$20.3KForm 4

All 38 trades can be filtered by person here when JavaScript is on.

From Forms 4 filed with the SEC.

Major holders

Investors who own more than 5% of the shares must tell the SEC: a 13D if they may seek to influence the company, a 13G if they hold passively.

Executive pay

What the company paid its top executives, from the summary compensation table in its proxy statement. Total pay includes salary, bonus, stock and option awards and other pay, as the company valued them.

YearExecutiveAgeSalaryTotal pay
2025Sujal PatelPresident, Chief Executive Officer and Secretary51$535.0K$1.4M52
2025Parag MallickChief Scientist49$420.0K$817.6K52
2025Anna MowryChief Financial Officer48$440.0K$712.4K52
2024Sujal PatelPresident, Chief Executive Officer and Secretary51$535.0K$2.0M52
2024Parag MallickChief Scientist49$420.0K$1.0M52
2024Anna MowryChief Financial Officer48$400.0K$752.0K52

Held by these funds

The largest holders among investment managers' 13F reports for the quarter ending Jun 30, 2026, the top 25 of 91. Change is in shares since the quarter before.

FundSharesValueShare of the fundChange
Perceptive Advisors LLC11,634,211$21.8M0.3%−960,000
a16z Capital Management, L.L.C.9,063,054$16.9M0.1%−8,590,863
Cercano Management LLC7,172,985$13.4M1.8%No change
BlackRock, Inc.2,687,226$5.0M0.0%+2,499,555
Vanguard Capital Management LLC2,549,979$4.8M0.0%+4,382
Comprehensive Financial Management LLC2,207,619$4.1M0.1%No change
Citadel Advisors LLC1,896,192$3.5M0.0%New
Geode Capital Management, LLC1,265,535$2.4M0.0%+662,011
Clearstead Advisors, LLC892,787$1.7M0.0%−1,436,997
Susquehanna International Group, Llp890,949$1.7M0.0%New
Barclays PLC725,321$1.4M0.0%+651,996
Renaissance Technologies LLC690,514$1.3M0.0%+424,814
Jpmorgan Chase & Co614,177$1.1M0.0%New
State Street Corp559,508$1.0M0.0%+343,238
Dimensional Fund Advisors LP475,844$889.3K0.0%+146,721
Northern Trust Corp381,234$712.9K0.0%+274,223
Vanguard Fiduciary Trust Co353,093$660.3K0.0%+47,567
Vanguard Portfolio Management LLC337,748$631.6K0.0%New
Marshall Wace, Llp265,582$496.6K0.0%−54,300
Qube Research & Technologies Ltd257,346$481.2K0.0%+177,723
Goldman Sachs Group Inc252,751$472.6K0.0%−138,017
Hillman Co200,000$374.0K0.1%No change
Millennium Management LLC188,730$352.9K0.0%−1,084,653
Bridgeway Capital Management, LLC180,000$336.6K0.0%+50,000
Corient Private Wealth LP164,788$308.2K0.0%+50,000

13F reports cover disclosed long positions in U.S. stocks only.

SEC filer profile

How Nautilus Biotechnology, Inc. is registered with the Securities and Exchange Commission, from its EDGAR record and the cover page of its latest annual report.

  • Name on EDGARNautilus Biotechnology, Inc.1
  • CIK0001808805
  • Employer ID (EIN)98-15417233
  • Filer statusNon-accelerated filer not an emerging growth company; a smaller reporting company; not a shell company3
  • Incorporated inDelaware3
  • Fiscal year endsDecember 311
  • Industry code (SIC)3826 Laboratory Analytical Instruments1
  • SEC reviewing officeOffice of Industrial Applications and Services, Division of Corporation Finance1
  • Business address2701 Eastlake Ave East, Seattle, WA 981021
  • Phone206-333-20011
  • Shares outstanding127,255,223 as of Jul 24, 20269
  • Public float$35.8M as of Jun 30, 20253
  • AuditorPricewaterhouseCoopers LLP, San Jose, California PCAOB ID 238; no auditor attestation of internal control over financial reporting3
  • On EDGAR sinceApr 17, 20201
  • Filings325 in all: 4 (115), 8-K (41), 3 (25), 10-Q (19), 144 (11), 424B3 (11), SCHEDULE 13D/A (11), CORRESP (9)1
    All 35 form types

    EFFECT (7), S-8 (7), 10-K (6), SC 13G (6), UPLOAD (6), 425 (5), DEF 14A (5), DEFA14A (5), SC 13D (5), ARS (4), S-4/A (3), SC 13D/A (3), 424B5 (2), DRS (2), POS AM (2), S-1 (2), S-3 (2), SC 13G/A (2), 3/A (1), 424B4 (1), 8-A12B (1), 8-K/A (1), CERT (1), D (1), S-1/A (1), S-1MEF (1), S-4 (1)

  • Latest filingsAnnual report (10-K) Feb 26, 2026
    Quarterly report (10-Q) Jul 28, 2026
    Proxy statement (DEF 14A) Apr 28, 2026
    Latest 8-K (8-K) Sep 11, 2026

Securities registered for trading

ClassSymbolExchange
Common Stock, par value $0.0001 per shareNAUTThe Nasdaq Stock Market LLC

From the cover page of the 10-K filed Feb 26, 2026 (Section 12(b) of the Exchange Act).3

Risk factors and legal proceedings

The risks Nautilus Biotechnology, Inc. names in Item 1A of its 10-K filed Feb 26, 2026: 69 risks under these headings, as written.3

  • You should consider carefully the following information about the risks described below, together with the other information contained in this Annual Report on Form 10-K and in our other public filings, in evaluating our business. If any of the following risks actually occurs, our business, financial condition, results of operations, and future growth prospects would likely be materially and adversely affected. In these circumstances, the market price of our common stock would likely decline.
  • Risks Related to Our Business
  • Risks Related to Our Intellectual Property
  • Risks Related to Litigation
  • Risks Related to Regulatory and Legal Compliance Matters
  • Risks Related to our Operations
  • Risks Related to Our Common Stock
  • General Risk Factors
  • We are a development stage company that has incurred net losses in every period to date, has not yet commercialized any products, and expects to continue to incur significant losses as we develop our business. We may never achieve profitability.
  • Our business is entirely dependent on the success of our Nautilus VoyagerTM platform, which remains in the development stage and subject to scientific and technical validation. If we are unable to develop and commercialize our Nautilus VoyagerTM platform successfully and in a manner that provides currently anticipated functionality and levels of performance, we may never be able to recognize any revenue, and our business, operating results, and financial condition will suffer.
  • We have not yet commercially launched our Nautilus VoyagerTM platform. We may not be able to launch our Nautilus VoyagerTM platform successfully and even if it is successful, we may experience material delays in our commercialization program relative to current expectations.
  • The commercialization of our products will require us to establish relationships and successfully collaborate with leading life science companies and research institutions, initially to test and validate our products and subsequently as we seek to expand the markets for our products. We may be unable to establish sufficient collaborations of this nature, and such collaborations could result in agreements that limit or otherwise impair our flexibility to pursue other strategic opportunities.
The other 64 risks
  • Even if we are able to complete development of our Nautilus VoyagerTM platform, we may not achieve or maintain significant commercial market acceptance.
  • We have no experience in manufacturing our products at commercial scale. If we are unable to establish manufacturing capacity by ourselves or with partners in a timely manner after completing development, commercialization of our Nautilus VoyagerTM platform would be delayed, which would result in lost revenue and harm our business.
  • If we are unable to establish an effective commercial organization, including effective distribution channels and sales and marketing functions, we may not be successful in commercializing our Nautilus VoyagerTM platform.
  • The size of the markets for our Nautilus VoyagerTM platform may be smaller than estimated, and new market opportunities may not develop as quickly as we expect, or at all, limiting our ability to successfully sell our products.
  • We are dependent on single source suppliers for some of the components and materials used in our Nautilus VoyagerTM platform, and the loss of any of these suppliers could harm our business.
  • The life sciences technology market is highly competitive. If we fail to compete effectively, our business and results of operation will suffer.
  • Even if our Nautilus VoyagerTM platform is commercialized and achieves broad scientific and market acceptance, if we fail to improve it or introduce compelling new products, our revenue and our prospects could be harmed.
  • We rely on third parties for development of certain aspects of the Nautilus VoyagerTM platform, and any failure of these third parties to perform their respective obligations in a timely manner or to our specifications could negatively impact our timelines, costs or product performance.
  • Our business will depend significantly on research and development spending by pharmaceutical companies as well as by academic and other research institutions. Any reduction in spending could limit demand for our products and adversely affect our business, results of operations, financial condition and prospects.
  • Our operating results may fluctuate significantly in the future, which makes our future operating results difficult to predict and could cause our operating results to fall below expectations or any guidance we may provide.
  • We have a limited operating history, which may make it difficult to evaluate our current business and the prospects for our future viability, and to predict our future performance.
  • We expect that we will need to raise additional capital to fund our development and commercialization plans.
  • If we are unable to obtain and maintain sufficient intellectual property protection for our products and technology, or if the scope of our intellectual property protection obtained is not sufficiently broad, competitors could develop and commercialize products similar or identical to ours, and our ability to successfully commercialize our products may be impaired.
  • The U.S. law relating to the patentability of certain inventions in the life sciences technology industry is uncertain and rapidly changing, which may adversely impact our existing patents or our ability to obtain patents in the future.
  • We may not be able to protect our intellectual property rights throughout the world.
  • We may become involved in lawsuits to defend against third-party claims of infringement, misappropriation or other violations of intellectual property or to protect or enforce our intellectual property, any of which could be expensive, time consuming and unsuccessful, and may prevent or delay our development and commercialization efforts.
  • Issued patents covering our products could be found invalid or unenforceable if challenged.
  • If we are unable to protect the confidentiality of our trade secrets, the value of our technology could be materially adversely affected, and our business could be harmed.
  • We may be subject to claims challenging the inventorship of our patents and other intellectual property.
  • We may not be able to protect and enforce our trademarks and trade names or build name recognition in our markets of interest thereby harming our competitive position.
  • Patent terms may be inadequate to protect our competitive position on our Nautilus VoyagerTM platform for an adequate amount of time.
  • Obtaining and maintaining our patent protection depends on compliance with various required procedures, document submissions, fee payments and other requirements imposed by governmental patent agencies, and our patent protection could be reduced or eliminated for non-compliance with these requirements.
  • We may be subject to claims that our employees, consultants or independent contractors have wrongfully used or disclosed confidential information of third parties or that our employees have wrongfully used or disclosed trade secrets of our former employers.
  • If we cannot license rights to use technologies on reasonable terms, we may not be able to commercialize new products in the future.
  • Our use of open source software and failure to comply with the terms of the underlying open source software licenses could impose limitations on our ability to commercialize our products and provide third parties to our proprietary software.
  • Intellectual property rights do not necessarily address all potential threats.
  • We may become involved in litigation to enforce or defend our intellectual property rights, or defend ourselves from claims that we infringe the intellectual property rights of others, which litigation could consume significant resources and management time, and in which an adverse result could result in loss of our intellectual property rights, a requirement that we pay significant damages, and could prevent us from selling our products.
  • Our products could have unknown defects or errors, which may give rise to claims against us and adversely affect market adoption of our Nautilus VoyagerTM platform.
  • If we are sued for product liability, we could face substantial liabilities that exceed our resources.
  • Although our products currently are not labeled or intended for any use which would subject us to regulation by the FDA or other regulatory authorities, if we elect to label and promote any of our products as clinical or medical device products, we would be subject to regulation in the future and would be required to obtain prior approval or clearance by the FDA or other regulatory authorities, which could take significant time and expense and could fail to result in FDA clearance or approval for the intended uses we believe are commercially attractive.
  • Our products could become subject to government regulation as medical devices by the FDA and other regulatory agencies even if we do not elect to seek regulatory clearance or approval to market our products for diagnostic purposes, which would adversely impact our ability to market and sell our products and harm our business. If our products become subject to FDA regulation, the regulatory clearance or approval and the maintenance of continued and post-market regulatory compliance for such products will be expensive, time-consuming, and uncertain both in timing and in outcome.
  • We are currently subject to, and may in the future become subject to additional, U.S. federal and state laws and regulations imposing obligations on how we collect, store and process personal information. Our actual or perceived failure to comply with such obligations could harm our business. Ensuring compliance with such laws could also impair our efforts to maintain and expand our future customer base, and thereby decrease our revenue.
  • Our use of artificial intelligence and machine learning technologies may result in reputational harm or liability.
  • If we commercialize our Nautilus VoyagerTM platform outside of the United States, our international business could expose us to business, tax, regulatory, political, operational, financial, and economic risks associated with doing business outside of the United States.
  • If we expand our development and commercialization activities outside of the United States, we will be subject to an increased risk of conducting activities in a manner that violates the U.S. Foreign Corrupt Practices Act and similar laws. If that occurs, we may be subject to civil or criminal penalties and other adverse consequences which could have a material adverse effect on our business, financial condition, results of operations and growth prospects.
  • Environmental and health safety laws may result in liabilities, expenses and restrictions on our operations. Failure to comply with environmental laws and regulations could subject us to significant liability.
  • Our employees, independent contractors, consultants, commercial partners, distributors and vendors may engage in misconduct or other improper activities, including noncompliance with regulatory standards and requirements.
  • Demand for our technology could be reduced by legal, social and ethical concerns surrounding the use of genetic information and biological materials.
  • Significant developments or changes in national laws or policies to protect or promote domestic interests and/or address foreign competition could have an adverse effect on our business and financial condition.
  • If we experience a significant disruption in our information technology systems or breaches of data security, our business could be adversely affected.
  • We may be unable to manage our anticipated growth effectively.
  • If we are unable to recruit and retain key executives and scientists, we may be unable to achieve our goals.
  • We may acquire other companies or technologies, which could divert our management’s attention, result in additional dilution to our stockholders and otherwise disrupt our operations and harm our operating results.
  • Unfavorable U.S. or global economic conditions as a result of multiple global events, including global pandemics, geopolitical conflicts, such as the conflicts in Eastern Europe and the Middle East, changing tariff environments, potential trade wars and embargoes, changing interest rates, instability in the global financial markets, and general economic downturns, could adversely affect our ability to raise capital and our business, results of operations and financial condition.
  • If our facilities become unavailable or inoperable, our research and development program and commercialization launch plan could be adversely impacted and manufacturing of our instruments and consumables could be interrupted.
  • We use hazardous chemicals and biological materials in our business. Any claims relating to improper handling, storage or disposal of these materials could be time consuming and costly.
  • An active trading market for our Common Stock may never develop or be sustained.
  • The market price of our Common Stock has been and may continue to be volatile, which could result in substantial losses for investors.
  • If we do not continue to satisfy the Nasdaq continued listing requirements, our Common Stock could be delisted from Nasdaq. Our ability to publicly or privately sell equity securities and the liquidity of our Common Stock could be adversely affected if our Common Stock is delisted.
  • Our principal stockholders and management own a significant percentage of our Common Stock and will be able to exercise significant influence over matters subject to stockholder approval.
  • The sale or the perception of future sales of a substantial number of shares of our Common Stock could cause the market price of our Common Stock to drop significantly, even if our business is doing well.
  • We will have broad discretion over the use of the proceeds to us from our “at the market” equity offering program and may apply the proceeds to uses that do not improve our operating results or the value of your securities.
  • We do not expect to pay any dividends for the foreseeable future. Investors may never obtain a return on their investment.
  • Our bylaws designate a state or federal court located within the State of Delaware as the exclusive forum for substantially all disputes between us and our stockholders, and also provide that the federal district courts will be the exclusive forum for resolving any complaint asserting a cause of action arising under the Securities Act of 1933, as amended, each of which could limit our stockholders’ ability to choose the judicial forum for disputes with us or our directors, officers, stockholders, or employees.
  • Delaware law and provisions in our certificate of incorporation and bylaws might discourage, delay or prevent a change in control of our company or changes in our management and, therefore, depress the trading price of our Common Stock.
  • We will continue to incur significant increased costs and management resources as a result of operating as a public company.
  • We have broad discretion in the use of the net proceeds from the Business Combination and the PIPE Financing and may not use them effectively.
  • Our ability to use net operating losses and certain other tax attributes to offset future taxable income may be subject to certain limitations.
  • Changes in tax laws could have a material adverse effect on our future business, cash flows, results of operations or financial condition.
  • If we fail to maintain an effective system of internal control over financial reporting, we may not be able to accurately report our financial results in a timely manner or prevent fraud, which would harm our business.
  • If our estimates or judgments relating to our critical accounting policies are based on assumptions that change or prove to be incorrect, our results of operation could fall below our publicly announced guidance or the expectations of securities analysts and investors, resulting in a decline in the market price of our Common Stock.
  • We are a “smaller reporting company” within the meaning of the Securities Act, and the reduced disclosure requirements applicable to smaller reporting companies may make our Common Stock less attractive to investors.
  • Reports published by analysts, including projections in those reports that differ from our actual results, could adversely affect the price and trading volume of our common shares.
  • Increased scrutiny of our environmental, social or governance responsibilities may result in additional costs and risks, and may adversely impact our reputation, employee retention, and willingness of customers and suppliers to do business with us.

Legal proceedings

From time to time, we may become involved in various claims and legal proceedings. Regardless of outcome, litigation and other legal and administrative proceedings can have an adverse impact on us because of defense and settlement costs, diversion of management resources and other factors. We are currently not a party to any legal proceedings the outcome of which, if determined adversely to us, would individually or in the aggregate have a material adverse effect on our business, financial condition, and results of operations.

The opening of Item 3, Legal Proceedings.3

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