November 2, 2021 filing supplement : “This prospectus supplement supplements the prospectus dated August 6, 2021 (as supplemented to date, the “Prospectus”), which forms a part of our Registration Statement on Form S-1 (Registration Statement No. 333-258100) filed with the Securities and Exchange Commission (the “SEC”) on July 22, 2021 and declared effective by the SEC on August 6, 2021. The Prospectus and this prospectus supplement relate to (i) the resale of 4,286,500 shares of common stock, par value $0.0001 per share (the “Common Stock”) issued in connection with the Domestication (as defined in the Prospectus) by certain of the selling securityholders named in the Prospectus (each a “selling securityholder” and, collectively, the “selling securityholders”), (ii) the resale of 69,655,827 shares of Common Stock issued in connection with the Business Combination (as defined in the Prospectus) by certain of the selling securityholders, (iii) the resale of 20,000,000 shares of common stock issued in the PIPE Financing (as defined in the Prospectus) by certain of the selling securityholders, and (iv) the issuance by us and resale of 1,702,729 shares of Common Stock reserved for issuance upon the exercise of certain outstanding options to purchase Common Stock. Common Stock Warrants
In connection with a term loan that the Company entered into during fiscal year 2017, 63,491 common stock warrants were issued to the lender, and recorded at fair value within additional paid-in capital in stockholders’ equity (deficit). Fair value was determined using the Black-Scholes Option Pricing Model. There were no common stock warrants issued during the three and nine months ended September 30, 2021 and 2020. During the three months ended June 30, 2021, all common stock warrants were net exercised and the Company issued 62,722 Common Stock shares to the lender.
Common stock warrants as of December 31, 2020 were as follows:
| | | | | | | | | | | | | | | | | | |
| | December 31, 2020 |
| | Outstanding Warrants | | |
| | Number of Warrants | | Exercise Price | | Expiration Date |
| Common stock | 63,491 | | | $ | 0.12 | | | 9/7/2027 |
| Total outstanding common stock warrants | 63,491 | | | | | |
Common Stock Reserved for Future Issuance
Shares of common stock reserved for future issuance on an as-if converted basis, were as follows:
| | | | | | | | | | | | |
| | September 30,
2021 | | December 31,
2020 |
| Stock options issued and outstanding | 8,316,886 | | | 5,145,547 | |
| Shares available for grant under 2021 Equity Incentive Plan | 14,850,960 | | | — | |
| Shares available for grant under 2021 Employee Stock Purchase Plan | 1,244,900 | | | — | |
| Convertible preferred stock | — | | | 52,175,965 | |
| Common stock warrants outstanding | — | | | 63,491 | |
| Shares available for grant under 2017 Equity Incentive Plan | — | | | 2,349,673 | |
| Total shares of common stock reserved | 24,412,746 | | | 59,734,676 |
” https://www.otcmarkets.com/filing/html?id=15321425&guid=CBywkWCEDcwfJth November 2, 3022
“ We do not have any products available for commercial sale, and we have not generated any revenue from our Nautilus Platform or other sources since inception. Our ability to generate revenue sufficient to achieve profitability, if ever, will depend on the successful development and eventual commercialization of our Nautilus Platform, which we expect, if it ever occurs, will take a number of years. Our Nautilus Platform, which includes our end-to-end solution comprised of instruments, consumables, and software analysis, is currently under development and will require significant additional research and development efforts, including extensive testing prior to commercialization. These efforts require significant amounts of additional capital and adequate personnel infrastructure. There can be no assurance that our research and development activities will be successfully completed, or that our Nautilus Platform will be commercially viable. " "In order to commercialize our Nautilus] Platform in volume, we will need to establish internal manufacturing capacity or to contract with one or more manufacturing partners, or both. Our technology is complex, and the manufacturing process for our products will be similarly complex, involving a large number of unique precision parts in addition to the production of various reagents and antibodies. We may encounter unexpected difficulties in manufacturing our Nautilus Platform, instruments, and related consumables." "We do not anticipate that the second phase will begin any earlier than the second half of 2022 and do not anticipate that it will result in any material revenue. During this phase, we expect to work closely with early access customers to demonstrate a unique value proposition for our proteomics product platform. We expect this second phase to continue through the end of 2023 and lead into the third phase of broad commercialization at the end of 2023 and the beginning of 2024. We do not expect to realize any material revenue prior to the second half of 2023. "Prior to the Business Combination, we financed our operations primarily through private placements of convertible preferred stock and had raised aggregate net proceeds of $108.4 million from these private placements. In connection with the consummation of the Business Combination and PIPE Financing, we received additional gross proceeds of approximately $345.5 million from PIPE Investors and the Business Combination, offset by approximately $18.2 million of transaction costs and underwriters’ fees relating to the closing of the Business Combination. As of September 30, 2021, we had cash, cash equivalents and short-term investments of $347.3 million. Based on this, we believe that our existing cash, cash equivalents, and short-term investments will enable us to fund our planned operating expenses and capital expenditures through at least the next 12 months. We have incurred significant losses since the commencement of our operations. Our net loss was $33.6 million during the nine months ended September 30, 2021, and we expect to continue to incur significant losses for the foreseeable future as we continue our research and development activities and planned commercialization of our proteomics platform. As of September 30, 2021, we had an accumulated deficit of $64.0 million.” https://www.otcmarkets.com/filing/html?id=15320926&guid=CBywkWCEDcwfJth