Filed pursuant to Rule 424(b)(5)
Registration Statement No. 333-249979
PROSPECTUS SUPPLEMENT
(To Prospectus dated
October 28, 2021)
Nautilus, Inc.
3,525,000 Shares of Common Stock
Pre-funded Warrants to Purchase Up to 573,362 Shares of Common Stock
573,362 Shares of Common Stock Underlying the Pre-funded Warrants
We are offering 3,525,000 shares (Shares) of our common stock, no par value, and
pre-funded warrants (Pre-funded Warrants) to purchase up to 573,362 shares of common stock (and the shares of common stock issuable from time to time upon
exercise of each of the Pre-funded Warrants) directly to a certain institutional investor pursuant to this prospectus supplement and the accompanying prospectus. The offering price for each Share of our common
stock is $1.22 per share.
The aggregate market value of our outstanding shares of common stock held by
non-affiliates was $39,661,966 based on 31,986,018 shares of common stock outstanding as of June 14, 2023, of which 30,745,710 shares are held by non-affiliates,
and a per share price of $1.29 based on the closing sale price of our common stock on June 14, 2023. Pursuant to General Instruction I.B.6 of Form S-3, in no event will we sell securities in a public
primary offering with a value exceeding more than one-third of our public float in any 12-month period so long as our public float remains below $75.0 million.
During the 12-month period prior to and including the date of this prospectus supplement, we did not offer any securities pursuant to General Instruction I.B.6 of Form
S-3.
A holder of Pre-funded Warrants will not have the
right to exercise any portion of its Pre-funded Warrants if the holder, together with its affiliates and certain related parties, would beneficially own in excess of 4.99% (or, at the election of the holder,
9.99%) of the number of shares of common stock outstanding immediately after giving effect to such exercise. Each Pre-funded Warrant will be exercisable for one share of common stock at an exercise price of
$0.0001 per share of common stock. The offering price is $1.2199 per Pre-funded Warrant, which is equal to the offering price per share of common stock less $0.0001. Each
Pre-funded Warrant will be exercisable upon issuance and will expire when exercised in full. There is no established public trading market for the Pre-funded Warrants,
and we do not expect a market to develop. We do not intend to apply for listing of the Pre-funded Warrants on the New York Stock Exchange or any other securities exchange or nationally recognized trading
system. Without an active trading market, the liquidity of the Pre-funded Warrants will be limited. This offering also relates to the shares of common stock issuable upon exercise of the Pre-funded Warrants being offered by this prospectus supplement and the accompanying prospectus.
In a
concurrent private placement (the Private Placement), we are also selling to such investor unregistered warrants (the Common Warrants) to purchase up to 4,098,362 shares of common stock, at an exercise price of $1.35 per
share. The Common Warrants will be exercisable beginning six months following the closing date of this offering and will expire five and a half years following the closing date of this offering. The Common Warrants and the shares of our common stock
issuable upon the exercise of the Common Warrants (the Common Warrant Shares) are being offered pursuant to the exemptions provided in Section 4(a)(2) under the Securities Act of 1933, as amended (the Securities Act) and
Regulation D promulgated thereunder, and are not being offered pursuant to this prospectus supplement and the accompanying prospectus. There is no established public trading market for the Common Warrants and we do not expect a market to develop. In
addition, we do not intend to list the Common Warrants on the New York Stock Exchange, any other national securities exchange or any other nationally recognized trading system.
We have engaged Roth Capital Partners, LLC as our sole placement agent for this offering, or the placement agent. The placement agent is not
purchasing or selling any securities offered by this prospectus supplement and the accompanying prospectus but will use its reasonable best efforts to arrange for the sale of the securities offered. See Plan of Distribution. This
offering is expected to close on or about June 20, 2023, subject to customary closing conditions, without further notice to you. We have not arranged to place the funds from the investor in an escrow, trust or similar account.
Our common stock is listed on the New York Stock Exchange under the symbol NLS. On June 14, 2023, the last reported sales
price of our common stock on the New York Stock Exchange was $1.29 per share.
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Per Share of Common Stock |
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Per Pre- funded Warrant |
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Total |
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Offering price |
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$ |
1.22 |
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$ |
1.2199 |
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$ |
5,000,002 |
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Placement agent fee (1) |
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$ |
0.0854 |
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$ |
0.0854 |
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$ |
350,000 |
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Proceeds, before expenses, to us |
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$ |
1.1346 |
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$ |
1.1345 |
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$ |
4,650,002 |
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(1) |
See Plan of Distribution for a description of the compensation payable to the placement agent.
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Investing in our securities involves a high degree of risk. You should review carefully the risks and uncertainties referenced under the
heading Risk Factors beginning on page S-6 of this prospectus supplement, and under similar headings in the other documents that are incorporated by reference into this
prospectus supplement.
Neither the Securities and Exchange Commission nor any state securities commission has approved or
disapproved of these securities or passed upon the adequacy or accuracy of this prospectus supplement or the accompanying prospectus. Any representation to the contrary is a criminal offense.
Delivery of the shares of Common Stock and the Pre-funded Warrants is expected to be made on or about
June 20, 2023.
Roth Capital Partners
The
date of this prospectus supplement is June 15, 2023