0001808805EX-FILING FEESN/AN/Aiso4217:USD00018088052026-09-112026-09-11000180880512026-09-112026-09-11000180880522026-09-112026-09-11000180880532026-09-112026-09-11000180880542026-09-112026-09-11000180880552026-09-112026-09-11000180880562026-09-112026-09-11000180880572026-09-112026-09-11000180880582026-09-112026-09-11000180880592026-09-112026-09-11
CALCULATION OF FILING FEE TABLES
Form S-3
(Form Type)
Nautilus Biotechnology, Inc.
(Exact Name of Registrant as Specified in its Charter)
Table 1: Newly Registered and Carry Forward Securities
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| | Security Type | Security Class Title | Fee Calculation Rule | Amount Registered | Proposed Maximum Offering Price Per Unit | Maximum Aggregate Offering Price | Fee Rate | Amount of Registration Fee | Carry Forward Form Type | Carry Forward File Number | Carry Forward Initial Effective Date | Filing Fee Previously Paid in Connection with Unsold Securities to be Carried Forward | | | | | | | | | | | |
Carry Forward Securities | | | | | | | | | | | |
| Carry Forward Securities | | Equity | Common Stock, par value $0.0001 per share | Rule 415(a)(6) | | | | | | S-3 | 333-277437 | 03/06/2024 | $ | — | | | | | | | | | | | |
| Carry Forward Securities | | Equity | Preferred Stock, par value $0.0001 per share | Rule 415(a)(6) | | | | | | S-3 | 333-277437 | 03/06/2024 | $ | — | | | | | | | | | | | |
| Carry Forward Securities | | Debt | Debt Securities | Rule 415(a)(6) | | | | | | S-3 | 333-277437 | 03/06/2024 | $ | — | | | | | | | | | | | |
| Carry Forward Securities | | Equity | Depositary Shares | Rule 415(a)(6) | | | | | | S-3 | 333-277437 | 03/06/2024 | $ | — | | | | | | | | | | | |
| Carry Forward Securities | | Equity | Warrants | Rule 415(a)(6) | | | | | | S-3 | 333-277437 | 03/06/2024 | $ | — | | | | | | | | | | | |
| Carry Forward Securities | | Other | Subscription Rights | Rule 415(a)(6) | | | | | | S-3 | 333-277437 | 03/06/2024 | $ | — | | | | | | | | | | | |
| Carry Forward Securities | | Other | Purchase Contracts | Rule 415(a)(6) | | | | | | S-3 | 333-277437 | 03/06/2024 | $ | — | | | | | | | | | | | |
| Carry Forward Securities | | Other | Units | Rule 415(a)(6) | | | | | | S-3 | 333-277437 | 03/06/2024 | $ | — | | | | | | | | | | | |
| Carry Forward Securities | 1 | Other | Unallocated (Universal) Shelf | Rule 415(a)(6) | | | $300,000,000 | | | S-3 | 333-277437 | 03/06/2024 | $ | 44,280 | | | | | | | | | | | | |
| | Total Offering Amounts |
| $300,000,000 |
| $ | — | | | | | | | | | | | | | | | | |
| | Total Fees Previously Paid |
|
|
| $ | — | | | | | | | | | | | | | | | | |
| | Total Fee Offsets |
|
|
| $ | — | | | | | | | | | | | | | | | | |
| | Net Fee Due |
|
|
| $ | — | | | | | | | | | | | | | | | | |
Offering Note 1
a.The securities registered hereunder include such indeterminate number of (a) shares of common stock, (b) shares of preferred stock, (c) debt securities, (d) depositary shares, (e) warrants to purchase common stock, preferred stock, debt securities or depositary shares of the registrant, (f) subscription rights to purchase common stock, preferred stock, debt securities, depositary shares, warrants or units consisting of some or all of these securities of the registrant, (g) purchase contracts and (h) units consisting of some or all of these securities, as may be sold from time to time by the registrant. The securities registered hereunder also include an indeterminate number of shares of common stock and preferred stock as shall be issuable upon conversion, exchange or exercise of any securities that provide for such issuance.
Pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), this registration statement also covers any additional shares of the registrant’s securities that become issuable by reason of any share splits, share dividends or similar transactions.
b.The proposed maximum offering price per security and proposed maximum aggregate offering price per class of security will be determined from time to time by the registrant in connection with the issuance by the registrant of the securities registered hereunder and is not specified as to each class of security pursuant to Instruction 2.A(iii)(b) of Item 16(b) of Form S-3 under the Securities Act. Separate consideration may or may not be received for securities that are issuable on exercise, conversion or exchange of other securities, or that are issued in units.
c.Pursuant to Rule 415(a)(6) under the Securities Act, securities with a maximum aggregate price of $300,000,000 registered hereunder are unsold securities (the “Unsold Securities”) previously covered by the registrant’s registration statement on Form S-3 (File No. 333-277437) which was initially filed with the Securities and Exchange Commission on February 28, 2024 and declared effective on March 6, 2024 (the “Prior Registration Statement”), and are included in this registration statement. In connection with the filing of the Prior Registration Statement, the registrant paid a filing fee of $44,280 with respect to an aggregate of $300,000,000 of securities (based on the filing fee rate in effect at the time of the filing of the Prior Registration Statement). The registrant may continue to offer and sell under the Prior Registration Statement the Unsold Securities being registered hereunder. To the extent that, after the filing date hereof and prior to the effectiveness of this Registration Statement, the registrant sells any Unsold Securities pursuant to the Prior Registration Statement, the registrant will identify in a pre-effective amendment to this Registration Statement the updated amount of Unsold Securities from the Prior Registration Statement to be included in this Registration Statement pursuant to Rule 415(a)(6) and the updated amount of new securities to be registered on this Registration Statement. Pursuant to Rule 415(a)(6) under the Securities Act, the offering of the Unsold Securities under the Prior Registration Statement will be deemed terminated as of the date of effectiveness of this Registration Statement.