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): January 27, 2025
NAUTILUS BIOTECHNOLOGY, INC.
(Exact name of registrant as specified in its charter)
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Delaware (State or other jurisdiction of incorporation) | | 001-39434 (Commission File Number) | | 98-1541723 (I.R.S. Employer Identification No.) |
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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:
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| o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| 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:
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| 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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Directors Not Standing for Re-Election
On January 27 and 28, 2025, each of Vijay Pande and Michael Altman, respectively, informed Nautilus Biotechnology, Inc. (the “Company”) that they will not stand for re-election to the Company’s board of directors at the Company’s 2025 annual meeting of stockholders. Mr. Altman and Mr. Pande have each reviewed this current report on Form 8-K and confirmed that their decision not to stand for re-election is not due to any disagreement with the Company related to its operations, policies, or practices.
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: January 31, 2025
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| NAUTILUS BIOTECHNOLOGY, INC. |
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| By: | /s/ Sujal Patel |
| Name: | Sujal Patel |
| Title: | Chief Executive Officer |
