8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of The

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 13, 2024

NAUTILUS BIOTECHNOLOGY, INC.

(Exact name of registrant as specified in its charter)

Delaware	001-39434	98-1541723
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

2701 Eastlake Avenue East Seattle, Washington (Address of principal executive offices) 98102 (Zip code)

(206) 333-2001

(Registrant’s telephone number, including area code)

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.0001 per share	NAUT	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  x

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  o

Item 5.07.    Submission of Matters to a Vote of Security Holders.

Nautilus Biotechnology, Inc. (the “Company”) held its 2024 annual meeting of stockholders on June 13, 2024 (the “Annual Meeting”). Of the 125,265,015 shares of the Company’s common stock outstanding as of the record date of April 16, 2024, 105,300,784 shares were represented at the Annual Meeting, either by proxy or by attending the meeting. The matters voted on at the Annual Meeting and the votes cast with respect to each such matter are set forth below:

1.Election of Class III Directors. The following nominees were elected to serve as Class III directors, each to hold office until the Company’s 2027 annual meeting of stockholders or until his or her respective successor has been duly elected and qualified:

Nominee	Votes For		Votes Withheld		Broker Non-Votes
Melissa Epperly		92,055,005		674,206		12,571,573
Matthew L. Posard		90,642,659		2,086,552		12,571,573
Karen Akinsanya		89,933,948		2,795,263		12,571,573

2.Ratification of Appointment of Independent Registered Public Accounting Firm. The appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024 was ratified based on the following results of voting:

Votes For		Votes Against		Abstentions
	105,058,709		172,887		69,188

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: June 13, 2024

NAUTILUS BIOTECHNOLOGY, INC.
By:	/s/ Sujal Patel
Name:	Sujal Patel
Title:	Chief Executive Officer

XML

Cover	Jun. 13, 2024
Cover [Abstract]
Document Type	8-K
Document Period End Date	Jun. 13, 2024
Entity Registrant Name	NAUTILUS BIOTECHNOLOGY, INC.
City Area Code	206
Local Phone Number	333-2001
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, par value $0.0001 per share
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Central Index Key	0001808805
Amendment Flag	false
Trading Symbol	NAUT
Security Exchange Name	NASDAQ
Entity Address, Address Line One	2701 Eastlake Avenue East
Entity Incorporation, State or Country Code	DE
Entity Address, Postal Zip Code	98102
Entity Address, City or Town	Seattle
Entity Address, State or Province	WA
Entity Tax Identification Number	98-1541723
Entity File Number	001-39434