Nautilus Biotechnology entered an at-the-market agreement allowing it to sell up to $125,000,000 of common stock through TD Cowen. The arrangement gives investors a potential equity-financing source, but the company is not required to sell shares and may suspend offerings at any time.

Key Highlights

  • TD Cowen can receive compensation of up to 3.0% of gross proceeds from shares sold under the agreement.
  • Nautilus Biotechnology and TD Cowen mutually terminated their February 28, 2024 agreement, under which no common stock was sold.
  • The Sales Agreement permits sales of up to $125,000,000 of common stock through an at-the-market offering program.

Nautilus Biotechnology, Inc. (NASDAQ: NAUT) entered an agreement allowing it to sell up to $125,000,000 of common stock through TD Securities (USA), LLC, operating as TD Cowen. Nautilus Biotechnology will determine the sales parameters, including the amount offered, timing, daily limits and minimum price.

$125 Million Common Stock Sales Capacity

The common stock carries a Par Value of $0.0001 per share. TD Cowen may act as sales agent or principal and will use commercially reasonable efforts consistent with its trading practices, applicable laws and Nasdaq rules. TD Cowen may receive compensation of up to 3.0% of gross proceeds from shares sold under the arrangement. Nautilus Biotechnology has no obligation to sell any shares. It may suspend solicitation and offers at any time, while the agreement may be terminated on ten days’ notice or immediately in certain circumstances, including a material adverse change involving the company.

Prior TD Cowen Agreement Terminated

Nautilus Biotechnology and TD Cowen also mutually ended an earlier sales agreement dated February 28, 2024. That arrangement had allowed common stock sales through an at-the-market program. No common stock was sold under the earlier agreement. The new arrangement provides for potential sales of up to $125,000,000, subject to the company’s decisions on whether and when to issue Placement notices. TD Cowen’s sales activity would follow the parameters specified by Nautilus Biotechnology for each placement.