Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. Board of Directors Upon the consummation of the Transactions, and in accordance with the terms of the Business Combination Agreement, each director of ARYA, other thanMichael Altman , and each executive officer of ARYA ceased serving in such capacities and seven new directors were appointed to the Board. The Board was divided into three staggered classes of directors and each director was assigned to one of the three classes. At each annual meeting of the stockholders, a class of directors will be elected for a three-year term to succeed the directors of the same class whose terms are then expiring. The terms of the directors will expire upon the election and qualification of successor directors at the annual meeting of stockholders to be held during the year 2022 for Class I directors, 2023 for Class II directors and 2024 for Class III directors.Sujal Patel ,Vijay Pande , andMichael Altman were appointed as Class I directors,Parag Mallick ,Farzad Nazem , andMatthew McIlwain were appointed as Class II directors andMelissa Epperly andMatthew Posard were appointed as Class III directors. Furthermore, effective as of the Effective Time, the Board established three standing committees: an audit committee, a compensation committee and a nominating and corporate governance committee. The members of our audit committee areMr. McIlwain ,Mr. Posard andMs. Epperly , andMs. Epperly serves as the chairperson of the audit committee. The members of the compensation committee areMr. Altman ,Mr. Nazem andMr. Posard , andMr. Posard is the chairperson of the compensation committee. The members of the nominating and corporate governance committee areMr. McIlwain andMr. Pande , andMr. McIlwain is the chairperson of the nominating and corporate governance committee. A description of the compensation of the directors of Old Nautilus and of ARYA before the consummation of the Transactions is set forth in the Proxy Statement/Prospectus in the section titled " Nautilus Director Compensation " beginning on page 253 of the Proxy Statement/Prospectus and the subsection titled "Executive Compensation and Director Compensation and Other Interests" in the section titled " Information About ARYA ," beginning on page 186 of the Proxy Statement/Prospectus, respectively, and that information is incorporated herein by reference. Following the Transactions, pursuant to New Nautilus' outside director compensation policy (the "Outside Director Compensation Policy"), each non-employee director will receive an annual retainer of$40,000 , an annual retainer of$40,000 for serving as chair of the Board, a$20,000 annual retainer for serving as the chair of the audit committee, a$10,000 annual retainer for serving as a member of the audit committee, a$14,000 annual retainer for serving as the chair of the compensation committee, a$7,000 annual retainer for serving as a member of the compensation committee, a$10,000 annual retainer for serving as the chair of the nominating and corporate governance committee, and a$5,000 annual retainer for serving on the nominating and corporate governance committee, in each case to be paid quarterly in arrears and prorated based on the number of actual days served on the Board or applicable committee. Each non-employee director who serves as a committee chair of the Board will receive the cash retainer fee as the chair of the committee but not the cash retainer fee as a member of that committee, provided that the non-employee director who serves as the non-employee chair of the Board will receive the annual retainer fees for such role as well as the annual retainer fee for service as a non-employee director. The above-listed fees for service as non-employee chair of the Board or a chair or member of any committee are payable in addition to the non-employee director retainer. In addition, each non-employee director will receive, on the first trading day immediately after the date of each New Nautilus annual meeting of stockholders, an annual award of stock options to purchase shares of New Nautilus common stock (the "Annual Award"). The Annual Award will have an aggregate grant date fair value (determined in accordance withU.S. GAAP) of$185,000 , except if an individual began service as a non-employee director after the date of the Annual Meeting that occurred immediately prior to such Annual Meeting (or if there is no such prior Annual Meeting, then after the date of the Closing), then the Annual Award granted to such non-employee director will be prorated based on the number of whole months that the individual served as a non-employee director prior to the Annual Award's grant date during the 12 month period immediately preceding such Annual Meeting. Each Annual Award will be scheduled to vest as to 1/12th of the shares of Common Stock subject to such award on a monthly basis following the Annual Award's grant date, on the 25 -------------------------------------------------------------------------------- same day of the month as the grant date, subject to continued services to New Nautilus through the applicable vesting dates. Pursuant to the Outside Director Compensation Policy,Mr. Altman was also granted an initial award of stock options to purchase shares of New Nautilus common stock (the "Initial Award") with an aggregate grant date fair value (determined in accordance withU.S. GAAP) of$370,000 in connection with the closing of the Transactions, as set forth in the Proxy Statement/Prospectus in the subsection titled "Director Compensation Policy" in the section titled " Nautilus Director Compensation " on page 255 of the Proxy Statement/Prospectus and that information is incorporated herein by reference. Executive Officers Upon consummation of the Transactions, the following individuals were appointed to serve as executive officers of New Nautilus: Name Position Sujal Patel Chief Executive Officer, President, and Secretary Parag Mallick Chief Scientist Anna Mowry Chief Financial Officer and Treasurer Nick Nelson Chief Business Officer and Senior Vice President, Business Development Subra Sankar Senior Vice President, Product Development Matt Murphy General Counsel Reference is made to the disclosure described in the Proxy Statement/Prospectus in the section titled " Management Following the Business Combination ," beginning on page 257 of the Proxy Statement/Prospectus, which is incorporated herein by reference.Nautilus Biotechnology, Inc. 2021 Equity Incentive Plan At the special meeting of ARYA stockholders held onJune 8, 2021 , ARYA stockholders considered and approved theNautilus Biotechnology, Inc. 2021 Equity Incentive Plan (the "2021 Plan"). The 2021 Plan allows New Nautilus to make equity and equity-based incentive awards to officers, employees, non-employee directors and consultants. The Board anticipates that providing such persons with a direct stake in New Nautilus will assure a closer alignment of the interests of such individuals with those of New Nautilus and its stockholders, thereby stimulating their efforts on New Nautilus' behalf and strengthening their desire to remain with New Nautilus. Subject to the adjustment provisions contained in the 2021 Plan and the evergreen provision described below, a total of 16,182,600 shares of New Nautilus Common Stock are initially reserved for issuance pursuant to the 2021 Plan. In addition, the shares reserved for issuance under the 2021 Plan include any shares of Nautilus Common Stock subject to awards of stock options or other awards that were assumed in the Merger (or "assumed awards") that, on or after the effective date of the Merger, are terminated, canceled, expire or otherwise terminate without having been exercised in full, are tendered to or withheld by New Nautilus for payment of an exercise price or for tax withholding obligations, or are forfeited to or repurchased by New Nautilus due to failure to vest (provided that the maximum number of shares that may be added to the 2021 Plan pursuant to this sentence is 7,500,000 shares). The number of shares available for issuance under the 2021 Plan also will include an annual increase, or the evergreen feature, on the first day of each of New Nautilus' fiscal years, beginning with New Nautilus' fiscal year 2022, equal to the least of: •18,672,200 shares of New Nautilus Common Stock; 26 -------------------------------------------------------------------------------- •a number of shares equal to 5% of the outstanding shares of New Nautilus Common Stock as of the last day of the immediately preceding fiscal year; or •such number of shares as the Board or its designated committee may determine no later than the last day of New Nautilus' immediately preceding fiscal year. Shares issuable under the 2021 Plan will be authorized, but unissued, or reacquired shares of New Nautilus Common Stock. If an award expires or becomes unexercisable without having been exercised in full, is surrendered pursuant to an exchange program, or, with respect to restricted stock, restricted stock units, or performance awards, is forfeited to or repurchased due to failure to vest, the unpurchased shares (or for awards other than stock options or stock appreciation rights, the forfeited or repurchased shares) will become available for future grant or sale under the 2021 Plan. With respect to stock appreciation rights, only the net shares actually issued will cease to be available under the 2021 Plan and all remaining shares under stock appreciation rights will remain available for future grant or sale under the 2021 Plan. Shares that actually have been issued under the 2021 Plan under any award will not be returned to the 2021 Plan; except if shares issued pursuant to awards of restricted stock, restricted stock units, or performance awards are repurchased or forfeited, such shares will become available for future grant under the 2021 Plan. Shares used to pay the exercise price of an award or satisfy the tax liabilities or withholding obligations related to an award (which withholdings may be in amounts greater than the minimum statutory amount required to be withheld as determined by the administrator of the 2021 Plan) will become available for future grant or sale under the 2021 Plan. To the extent an award is paid out in cash rather than shares, such cash payment will not result in a reduction in the number of shares available for issuance under the 2021 Plan. If any dividend or other distribution (whether in cash, shares, other securities, or other property), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, reclassification, repurchase, or exchange of shares or other securities of New Nautilus, issuance of warrants or other rights to acquire securities of New Nautilus, other change in the corporate structure of New Nautilus affecting the shares, or any similar equity restructuring transaction affecting the shares occurs (other than any ordinary dividends or other ordinary distributions), the administrator of the 2021 Plan, to prevent diminution or enlargement of the benefits or potential benefits intended to be provided under the 2021 Plan, will adjust the number and class of shares that may be delivered under the 2021 Plan; the number, class, and price of shares covered by each outstanding award; and the numerical share limits contained in the 2021 Plan. A more complete summary of the terms of the 2021 Plan is set forth in the Proxy Statement/Prospectus in the section titled "T he Incentive Award Plan Proposal " beginning on page 140 of the Proxy Statement/Prospectus. That summary and the foregoing description of the 2021 Plan does not purport to be complete and is qualified in its entirety by reference to the text of the 2021 Plan, which is attached as Exhibit 10.4 hereto and incorporated herein by reference.Nautilus Biotechnology, Inc. Employee Stock Purchase Plan At the special meeting of ARYA stockholders held onJune 8, 2021 , ARYA stockholders considered and approved theNautilus Biotechnology, Inc. Employee Stock Purchase Plan (the "ESPP"). An aggregate of 1,244,900 shares of Common Stock will be reserved and available for issuance under the ESPP. The number of shares of New Nautilus Common Stock available for issuance under the ESPP will be increased on the first day of each fiscal year beginning with the 2022 fiscal year in an amount equal to the least of (a) 3,734,500 shares of New Nautilus Common Stock, (b) a number of shares of New Nautilus Common Stock equal to 1% of the outstanding shares of all classes of New Nautilus Common Stock on the last day of the immediately preceding fiscal year, or (c) an amount determined by the administrator. Shares issuable under the ESPP will be authorized, but unissued, or reacquired shares of New Nautilus Common Stock. If our capital structure changes because of a stock dividend, stock split or similar event, the number of shares that can be issued under the ESPP will be appropriately adjusted. A more complete summary of the terms of the ESPP is set forth in the Proxy Statement/Prospectus in the section titled " The Employee Stock Purchase Plan Proposal " beginning on page 149 of the Proxy Statement/Prospectus. That summary and the foregoing description of the ESPP does not purport to be complete and is qualified in its 27 -------------------------------------------------------------------------------- entirety by reference to the text of the ESPP, which is attached as Exhibit 10.5 hereto and incorporated herein by reference. Employment Arrangements with Named Executive OfficersThe Company is party to confirmatory employment letters with each ofSujal Patel , its Chief Executive Officer,Anna Mowry , its Chief Financial Officer andSubra Sankar , its Senior Vice President of Product Development, each of its named executive officers. The material terms of these agreements withMr. Patel ,Ms. Mowry andDr. Sankar are described below.Sujal Patel In connection with the Transactions, Nautilus entered into a confirmatory employment letter withMr. Patel , its Chief Executive Officer. The confirmatory . . . Item 5.05. Amendments to the Registrant's Code of Ethics, or Waiver of a Provision of the Code of Ethics. In connection with the Transactions, onJune 9, 2021 , the Board approved and adopted a new Code of Business Conduct and Ethics applicable to all employees, officers and directors of the Company. A copy of the Code of Business Conduct and Ethics can be found on the Company's website at http://www.nautilus.bio. New Nautilus intends to disclose future amendments to such code, or any waivers of its requirements, applicable to any principal executive officer, principal financial officer, principal accounting officer or controller or persons performing similar functions or its directors on its website identified above or in a current report on Form 8-K. Information contained on the website is not incorporated by reference herein and should not be considered to be part of this Current Report on Form 8-K. The inclusion of New Nautilus' website address in this Current Report on Form 8-K is an inactive textual reference only. Item 5.06. Change in Shell Company Status. As a result of the Transactions, New Nautilus ceased to be a shell company upon the Closing. The material terms of the Transactions are described in the section entitled " Business Combination Proposal " beginning on page 88 of the Proxy Statement/Prospectus and are incorporated herein by reference. Item 7.01. Regulation FD Disclosure. OnJune 9, 2021 , Nautilus issued a press release announcing the consummation of its previously announced business combination. A copy of such press release is furnished as Exhibit 99.3 hereto. Item 9.01. Financial Statements and Exhibits. (a) Financial statements of businesses acquired. The unaudited financial statements of ARYA as of and for the three months endedMarch 31, 2021 and the related notes are included in ARYA's quarterly report on Form 10-Q for the quarter endedMarch 31, 2021 (the "Form 10-Q") that was filed with theSEC onMay 13, 2021 and are incorporated herein by reference and the audited financial statements of ARYA as of and for the year endedDecember 31, 2020 are set forth in the Proxy Statement/Prospectus and are incorporated herein by reference. The audited financial statements of Old Nautilus as of and for the years endedDecember 31, 2020 and 2019, the related notes and report of independent registered public accounting firm are set forth in the Proxy Statement/Prospectus beginning on page F-21 and are incorporated herein by reference. The unaudited condensed financial statements of Old Nautilus as of and for the three months endedMarch 31, 2021 and 2020 are set forth in Exhibit 99.1 hereto and are incorporated herein by reference. (b)Pro forma financial information. The unaudited pro forma condensed combined financial information of the Company for the year endedDecember 31, 2020 and as of and for the three months endedMarch 31, 2021 , is set forth in Exhibit 99.2 hereto and is incorporated herein by reference. 31 --------------------------------------------------------------------------------
(d)Exhibits Exhibit Number Description 2.1† Business Combination Agreement, dated as of
Acquisition Corp III,Mako Merger Sub, Inc. , and
by reference to Exhibit 2.1 to the Company
' s Current Report on Form 8-K
filed with the SEC on February 8, 2021 ). 3.1 Certificate of Incorporation of Nautilus Biotechnology, Inc. 3.2 Bylaws of Nautilus Biotechnology, Inc. 4.1 Specimen Common Stock Certificate 10.1 Form of Subscription Agreement (incorporated by reference to Exhib it 10.3 to the Compa ny ' s Current Repor t on Form 8-K
filed with the
2021) . 10.2 Form of Amended and Restated Registration Rights and
Lock-Up Agreement (incorporated by
reference to Exhibit 10.2 to the Company ' s
Current Report on Form 8-K filed with
theSEC onFebruary 8, 2021 ). 10.3 Form of Nautilus Shareholder Transaction Support
Agreement ( incorporated by reference
to Exhibit 10.4 to th e Co mpany '
s Current Report on Form 8-K
fil ed with the SEC on Febr uary 8, 2021) . 10.4+ Nautilus Biotechnology, Inc. 2021 Equity Incentive Plan . 10.5+ Nautilus Biotechnology, Inc. 2021 Employee Stock Purchase Plan. 10.6*+ Forms of Stock Option Agreement under the Nautilus
Incentive Plan (incorporated by refer ence
to E xhibit 10.7 to the
Proxy Statement/Prospect us) . 10.7+ Form of Restricted Stock Unit Agreement under the
Incentive Plan (incorporated by reference to
Exhibit 10. 8 to the Proxy
Statement/Prospectus) . 10.8*+ Form of Restricted Stock Award Agreement under the
Equity Incentive Plan (incorporated by reference
to Exhibit 10. 9 to the Proxy
Statement/Prospectus) . 10.9+Nautilus Biotechnology, Inc. 2017 Equity Incentive
Plan and forms of agreements
thereunder (incorporated by reference to Exhibit
10. 11 to the Proxy
Statement/Prospectus) . 10.10+ Confirmatory Employment Letter between Nautilus
(incorporated by reference to Exhibit 10. 12
to the Proxy
Statement/Prospectus) . 10.11+ Confirmatory Employment Letter between Nautilus
(incorporated by reference to Exhibit 10. 13
to the Proxy
Statement/Prospectus) . 10.12+ Confirmatory Employment Letter between Nautilus
(incorporated by reference to Exhibit 10. 15
to the Proxy
Statement/Prospectus) . 10.13+ Confirmatory Employment Letter between Nautilus
(incorporated by reference to Exhibit 10. 14
to the Proxy
Statement/Prospectus) . 10.14+ Confirmatory Employment Letter between Nautilus
(incorporated by reference to Exhibit 10. 16
to the Proxy
Statement/Prospectus) . 10.15+ Confirmatory Employment Letter between Nautilus
(incorporated by reference to Exhibit 10. 1 7
to the Proxy
Statement/Prospectus) . 10.16+ Change in Control and Severance Agreement between
Patel (incorporated by reference to Exhibit 10.
18 to the Proxy
Statement/Prospectus) . 10.17*+ Change in Control and Severance Agreement between
Mowry (incorporated by reference to Exhibit 10.
19 to the Proxy
Statement/Prospectus) . 10.18+ Change in Control and Severance Agreement between
Sankar (incorporated by reference to Exhibit 10. 21 to the Proxy Statement/Prospectus) .
-------------------------------------------------------------------------------- 10.19+ Change in Control and Severance Agreement between
Nelson (incorporated by reference to Exhibit 10.
20 to the Proxy
Statement/Prospectus) . 10.20+ Change in Control and Severance Agreement between
Mallick (incorporated by reference to Exhibit 10.
22 to the Proxy
Statement/Prospectus) . 10.21+ Change in Control and Severance Agreement between
Murphy (incorporated by reference to Exhibit 10.
23 to the Proxy
Statement/Prospectus) . 10.22 Form of New Nautilus Indemnification Agreement
(incorporated by reference to Exhibit
10. 24 to the Proxy Statement/Prospectus) . 10.23 Nautilus Biotechnology, Inc. Executive Incentive
Compensation Plan (incorporated by
reference to Exhibit 10. 25 to the Proxy Statement/Prospectus) . 16.1 Letter from WithumSmith+Brown, PC to the SEC, dated June 9 , 2021 99.1 Unaudited condensed financial statements of Old
Nautilus as of and for the three
months endedMarch 31, 2021 and 2020. 99.2 Unaudited pro forma condensed combined financial
information of the Company for the
year endedDecember 31, 2020 and as of and for the
three months ended
2021. 99.3 Press release datedJune 9, 2021 announcing the
closing of the business combination.
+ Indicates management contract or compensatory plan. † Schedules and exhibits to this Exhibit omitted pursuant to Regulation S-K Item 601(b)(2). The Registrant agrees to furnish supplementally a copy of any omitted schedule or exhibit to theSEC upon request.
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