Nautilus signs up to $125 million common-stock ATM agreement with TD Cowen

Nautilus Biotechnology, Inc. (Nasdaq: NAUT) entered into a sales agreement with TD Securities (USA), LLC, known as TD Cowen, on September 11, 2026, establishing an at-the-market program for common stock with aggregate sales proceeds of up to $125 million. TD Cowen will act as sales agent under the agreement, which Nautilus disclosed in a Form 8-K filed that Friday (Form 8-K AccNo 0001808805-26-000041).

The $125 million figure is a maximum capacity under the agreement. It is not a committed financing amount, proceeds already raised or evidence that an offering has closed. The filing describes a framework for potential future sales; it does not report any shares sold under the new program. Signing the sales agreement therefore should not be read as completing an equity raise.

Registration effectiveness is a condition for issuance. Nautilus said the shares will be issued pursuant to its shelf registration statement on Form S-3, including the prospectus supplement contained therein, filed with the SEC on September 11, once that registration statement is declared effective by the SEC. The 8-K does not establish that effectiveness has occurred. Under the disclosed terms, sales must wait for that declaration; the filing date alone does not open the program for sales.

Nautilus retains control over the instructions for any requested sales. The company will specify the number or dollar amount of shares to be issued, the period during which sales are requested, any limit on shares or dollar amounts sold in a single trading day, and any minimum sale price. Those parameters govern individual sale requests rather than committing the company to use the full capacity of the agreement.

Subject to the agreement's terms and conditions, TD Cowen may use methods qualifying as at-the-market offerings under Rule 415 of the Securities Act of 1933. The agent agreed to use commercially reasonable efforts consistent with its normal trading and sales practices, applicable law and Nasdaq rules. Its compensation is up to 3.0% of the gross proceeds of common shares actually sold through TD Cowen under the agreement. That percentage applies to sales proceeds, rather than automatically to the entire $125 million capacity.

The company has no obligation to sell any shares and may suspend solicitation and offers under the agreement at any time. Either Nautilus or TD Cowen may terminate the agreement for any reason on ten days' notice to the other party. The agreement also permits immediate termination under certain circumstances, including a material adverse change in the company. Together, these provisions leave both the timing and eventual extent of program use unsettled.

The new agreement coincided with the end of an earlier arrangement. On September 11, Nautilus and TD Cowen, formerly known as Cowen and Company, LLC, mutually terminated their February 28, 2024 sales agreement. That prior agreement also provided for common-stock sales through an at-the-market program with TD Cowen as agent. Nautilus explicitly stated that none of its common stock had been sold under the prior agreement.

The distinction between the two agreements matters when reading the financing disclosure: the company ended an unused prior program and signed a new agreement with a stated maximum sales capacity. Neither event demonstrates cash received under the new arrangement. The prior program's zero-sales history also provides no basis to predict whether Nautilus will use, suspend, terminate or fully exhaust the newly disclosed capacity.

The supplied filing facts do not establish whether or when the new registration statement will become effective, how many shares might subsequently be sold, the prices of any sales, or eventual gross or net proceeds. They also do not specify an intended use of proceeds in the extracted Item 1.01 disclosure. Those questions remain separate from the agreement announced in the September 11 filing and cannot be resolved from its headline capacity.

Filing reference

Nautilus Biotechnology, Inc. disclosed the Common Stock at-the-market Sales Agreement with TD Cowen and the mutual termination of the February 28, 2024 Prior Sales Agreement in Form 8-K AccNo 0001808805-26-000041 (Items 1.01, 1.02 and 9.01; Period of Report September 11, 2026; Filing Date September 11, 2026).