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FORM10-Q (Mark One) xQUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period endedJune30, 2025 OR oTRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _________ to _________ Commission File Number001-39434 NAUTILUS BIOTECHNOLOGY, INC.(Exact name of registrant as specified in its charter) (Zip Code) (206)333-2001 (Registrant's telephone number, including area code) (Former name, former address and former fiscal year, if changed since last report)Securities registered pursuant to Section 12(b) of the Act: Name of each exchange on which registered The Nasdaq Stock Market LLC Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the SecuritiesExchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and(2) has been subject to such filing requirements for the past 90 days.Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submittedpursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that theregistrant was required to submit such files).Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smallerreporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reportingcompany,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. LargeacceleratedfileroNon-accelerated filer☒ AcceleratedfileroSmallerreportingcompany☒Emerginggrowthcompany☒ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.o Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).YesoNox As of July25, 2025, the registrant had126,305,122shares of common stock, $0.0001 par value per share, outstanding. NAUTILUS BIOTECHNOLOGY, INC. TABLE OF CONTENTS PART I. FINANCIAL INFORMATION Item 1.Financial StatementsCondensed Consolidated Financial Statements (Unaudited)iiiCondensed Consolidated Balance Sheets as of June 30, 2025 and December 31, 2024 (unaudited)1Condensed Consolidated Statements of Operations for the Three and Six Months Ended June 30, 2025 and 2024(unaudited)2Condensed Consolidated Statements of Comprehensive Loss for the Three and Six Months Ended June 30, 2025 and2024 (unaudited)3Condensed Consolidated Statements of Stockholders’ Equity for the Three and Six Months Ended June 30, 2025 and2024 (unaudited)4Condensed Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2025 and 2024 (unaudited)6Notes to Condensed Consolidated Financial Statements (unaudited)7Item 2.Management's Discussion and Analysis of Financial Condition and Results of Operations18Item 3.Quantitative and Qualitative Disclosures About Market Risk29Item 4.Controls and Procedures30 PART II - OTHER INFORMATION Item 1.Legal ProceedingsItem 1A.Risk FactorsItem 2.Unregistered Sales of Equity Securities and Use of ProceedsItem 3.Defaults Upon Senior SecuritiesItem 4.Mine Safety DisclosuresItem 5.Other InformationItem 6.Exhibits SIGNATURES SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act of1933, as amended, or the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act, thatare based on our management’s beliefs and assumptions and on information currently available to our management. The forward-lookingstatements are contained principally in the section entitled “Risk Factors” and “Management’s Discussion and Analysis of FinancialCondition and Results of Operations.” Forward-looking statements include, but are not limited to, statements concerning the following: •our dependence on the success of our proteomics platform (the “Nautilus platform”), which remains in the development stage andsubject to scientific and technical validation; •our expectations regarding the timing and progress of the development of the Nautilus platform and any commercializationtimelines; •our expectations regarding the functionality of the Nautilus platform; •our expectations regarding the availability of private and public research funding for proteomics research and developmentactivities; •our estimates of our addressable market, market growth, future revenue, key performance indicators, expenses, capitalrequirements and needs for additional financing; •our expectations