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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: September 17, 2021
(Date of earliest event reported)
 _________________________________________ 
NAUTILUS, INC.
(Exact name of registrant as specified in its charter)
  __________________________________________
Washington 001-31321 94-3002667
(State or other jurisdiction of
incorporation) 		(Commission File Number) (I.R.S. Employer
Identification No.)
17750 S.E. 6th Way
Vancouver, Washington 98683
(Address of principal executive offices, including zip code)

(360) 859-2900
(Registrant's telephone number, including area code)

N/A
(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 (see General Instruction A.2. below):
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ 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:
Title of each class Trading Symbol(s) Name of each exchange on which registered
 Common Stock, no par value  NLS New York Stock Exchange
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 ☐
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.
☐




NAUTILUS, INC.
FORM 8-K
Item 8.01 Other Events.

On September 17, 2021, Nautilus, Inc. (the “Company“), issued a press release announcing the granting of equity awards under the Nautilus, Inc. Inducement Stock Plan for Vay AG Employees (the “Inducement Stock Plan“), in connection with the closing of the acquisition of Vay AG.

The Company closed the acquisition of Vay AG and granted an aggregate of 387,243 inducement restricted stock units and 387,243 inducement performance units (at the target level). The restricted stock units and performance unit awards were approved by the Compensation Committee of the Board of Directors of the Company and were granted under the Inducement Stock Plan as employment inducement awards material to the new employees’ becoming employees of Nautilus in accordance with New York Stock Exchange Rule 303A.08.

Each restricted stock unit award and performance unit award are subject to the terms and conditions of the Inducement Stock Plan and the terms and conditions of a restricted stock unit agreement and a performance unit agreement covering the grant.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
The following exhibit is furnished herewith and this list is intended to constitute the exhibit index:
Press Release of Nautilus, Inc. dated September 17, 2021
Form of Inducement Restricted Stock Unit Agreement for Vay AG Employees dated September 15, 2021, by and between Nautilus, Inc. and Vay Employees - Incorporated by reference to Exhibit 99.1 of our Form S-8 dated September 15, 2021 as filed with the Commission on September 15, 2021.
Form of Inducement Performance Unit Agreement for Vay AG Employees dated September 15, 2021, by and between Nautilus, Inc. and Vay Employees - Incorporated by reference to Exhibit 99.2 of our Form S-8 dated September 15, 2021 as filed with the Commission on September 15, 2021.
Form of Inducement Stock Plan for Vay AG Employees dated September 15, 2021, by and between Nautilus, Inc. and Vay Employees - Incorporated by reference to Exhibit 99.3 of our Form S-8 dated September 15, 2021 as filed with the Commission on September 15, 2021.




SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. 
NAUTILUS, INC.
(Registrant)
September 17, 2021 By: /s/ Aina E. Konold
Date Aina E. Konold
Chief Financial Officer
(Principal Financial Officer)


Nautilus, Inc. Announces Inducement Grants September 17, 2021 VANCOUVER, Wash.--(BUSINESS WIRE)--Sep. 17, 2021-- Nautilus, Inc. (NYSE: NLS) (“Nautilus,” “the Company”), a global leader in digitally connected home fitness solutions, today announced that it has granted equity awards under the Nautilus, Inc. Inducement Stock Plan for Vay AG Employees (the “Inducement Stock Plan”), in connection with the acquisition of Vay AG. The Company granted inducement awards under the Inducement Stock Plan to fourteen employees of Vay AG consisting of an aggregate of 387,243 inducement restricted stock units and 387,243 inducement performance units (at the target level). The restricted stock units and performance unit awards were approved by the Compensation Committee of the Board of Directors of the Company and were granted under the Inducement Stock Plan as employment inducement awards material to the new employees’ becoming employees of Nautilus in accordance with New York Stock Exchange Rule 303A.08. Each restricted stock unit will vest equally over a three-year period, subject to such employee’s continued employment with Nautilus on such vesting dates. The performance units were granted at a target achievement level (“Target Shares”) and will vest after three years based on performance against certain corporate financial objectives over a three-year performance period (the “Performance Goals”). The percentage of the Target Shares that vest and become issuable under the performance unit awards will be determined based on the achievement of the Performance Goals at threshold, target and maximum levels with the minimum threshold set at 30% of the Target Shares and the maximum set at 200% of the Target Shares. Each restricted stock unit award and performance unit award are subject to the terms and conditions of the Inducement Stock Plan and the terms and conditions of a restricted stock unit agreement and a performance unit agreement covering the grant. About Nautilus, Inc. Nautilus, Inc. (NYSE:NLS) is a global leader in digitally connected home fitness solutions. The company’s brand family includes Bowflex®, Nautilus®, Schwinn®, and JRNY®, its digital fitness platform. With a broad selection of exercise bikes, cardio equipment, and strength training products, Nautilus, Inc. empowers healthier living through individualized connected fitness experiences; and in doing so, envisions building a healthier world, one person at a time. Headquartered in Vancouver, Washington, the company’s products are sold direct to consumer on brand websites and through retail partners and are available throughout the U.S. and internationally. Nautilus, Inc. uses the investor relations page of its website (www.nautilusinc.com/investors) to make information available to its investors and the market. About VAY VAY specializes in computer vision and AI technology solutions and has developed reliable and precise software solutions for human motion analysis using any normal (RGB) camera from a device, such as a laptop, smartphone, or tablet. With a mission to democratize professional human motion analysis, VAY enables clients in fitness & health to understand and analyze human movement, providing personalized feedback on repetitions and form in real-time. VAY has partnered with global leaders in connected fitness and digital therapeutics. Based in Zurich, Switzerland, the company started R&D in 2018 and was incorporated in 2019 as a spin-off of ETH Zurich, one of the top science and technology universities in the world. Since then, VAY has won multiple awards and has established itself as the global leader of camera-based motion analysis for fitness & health applications. To learn more, please visit https://www.vay.ai/. View source version on businesswire.com: https://www.businesswire.com/news/home/20210902005218/en/ Media Contacts: John Fread Nautilus, Inc 360-859-5815 jfread@nautilus.com Investor Relations: John Mills ICR, LLC 646-277-1254 john.mills@ICRinc.com Source: Nautilus, Inc Exhibit 99.1