What changed in this filing

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Item 9A. Controls and Procedures

2023-02-09 compared with 2022-01-28 · 91 added, 65 removed, 83 unchanged (65% of the section changed)

1 unchanged sentence

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our President and Chief Executive Officer (CEO) and our Chief Financial Officer (CFO), our principal executive officer and principal accounting and financial officer, respectively, have evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of November 30, 2021.

Based on their evaluation, the CEO and CFO have concluded that our disclosure controls and procedures were not effective as of such date due to the material weaknesses in internal control over financial reporting described in “Management’s Report on Internal Control Over Financial Reporting” below.

Based on their evaluation, the CEO and CFO have concluded that our disclosure controls and procedures were effective as of November 30, 2022.

Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms.

Disclosure controls and procedures include controls and procedures designed to ensure that information required to be disclosed in our reports filed under the Exchange Act is accumulated and communicated to management, including our CEO and our CFO, to allow timely decisions regarding required disclosure.

In light of the material weaknesses described below, we performed additional analyses, reconciliations, and other post-closing procedures to determine that our consolidated financial statements are prepared in accordance with generally accepted accounting principles.

Accordingly, management concluded that the consolidated financial statements included in this report fairly present in all material respects our financial condition, results of operations and cash flows for the periods presented.

Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed under the Exchange Act is accumulated and communicated to management, including our CEO and our CFO, to allow timely decisions regarding required disclosure.

Management’s Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rules 13a-15(f) and 15d-15(f).

Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting as of November 30, 2021 based on the framework in “Internal Control — Integrated Framework” issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 Framework) (the COSO criteria).

Based on the above evaluation, our management concluded that our internal control over financial reporting was not effective as of November 30, 2021 due to the material weaknesses described below .

Material Weaknesses in Internal Control over Financial Reporting

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis.

We have identified the following control deficiencies that constitute material weaknesses in our internal control over financial reporting as of November 30, 2021:

Internal control over financial reporting has inherent limitations.

Internal control over financial reporting is a process that involves human diligence and compliance and is subject to lapses in judgment and breakdowns resulting from human failures.

Internal control over financial reporting also can be circumvented by collusion or improper management override.

Because of such limitations, there is a risk that material misstatements will not be prevented or detected on a timely basis by internal control over financial reporting.

However, these inherent limitations are known features of the financial reporting process.

Therefore, it is possible to design safeguards into the process to reduce, though not eliminate, this risk.

Under the supervision and with the participation of our management, including our CEO and CFO, we conducted an evaluation of the effectiveness of our internal control over financial reporting as of November 30, 2022 based on the framework in “Internal Control — Integrated Framework” (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

Based on this evaluation, our management concluded that our internal control over financial reporting was effective as of November 30, 2022.

Remediation of Prior Material Weaknesses in Internal Control over Financial Reporting

A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis.

We previously identified and disclosed in Item 9A of our Annual Report on Form 10-K for the period ended November 30, 2021, as well as in our Quarterly Reports on Form 10-Q for each interim period in fiscal year 2022, that material weaknesses in our internal control over financial reporting existed related to the following:

• We did not design and maintain effective controls over certain information technology (IT) general controls for IT systems that are relevant to the preparation of the financial statements.

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These IT deficiencies did not result in any misstatements to the financial statements.

however, the deficiencies, when aggregated, could impact our ability to maintain effective segregation of duties, as well as the effectiveness of IT-dependent controls (such as automated controls that address the risk of material misstatement to one or more assertions, along with the IT controls and underlying data that support the effectiveness of system-generated data and reports) that could result in misstatements potentially impacting all financial statement accounts and disclosures that would result in a material misstatement to the annual or interim financial statements that would not be prevented or detected.

Accordingly, management has determined that these deficiencies in the aggregate

constitute a material weakness.

• We did not design and maintain effective segregation of duty controls over the review and approval of account reconciliations and manual journal entries.

This material weakness did not result in any misstatements to the financial statements .

however, the deficiency could result in a misstatement of substantially all of our account balances or disclosures that would result in a material misstatement to the annual or interim financial statements that would not be prevented or detected.

Because of these material weaknesses, our management has concluded that our internal control over financial reporting was not effective as of November 30, 2021, based on the criteria in “Internal Control — Integrated Framework” (2013) issued by the COSO.

The effectiveness of our internal control over financial reporting as of November 30, 2021 has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report included in Part II, Item 8 of this Annual Report on Form 10-K.

Remediation Plan

To address our material weaknesses, we have implemented and continue to implement new IT controls.

We intend to continue to take steps to remediate the material weaknesses through formalizing documentation of IT policies and procedures and ensuring the ongoing operating effectiveness of the newly implemented IT controls to support effective IT dependent controls and our ability to maintain segregation of duties for our accounting staff in relation to account reconciliations and manual journal entries.

While we believe that these efforts will improve our internal control over financial reporting, the design and implementation of our remediation is ongoing and will require validation and testing of the design and operating effectiveness of our internal controls over a sustained period of financial reporting cycles.

The actions that we are taking are subject to ongoing senior management review, as well as audit committee oversight.

We will not be able to conclude whether the steps we are taking will fully remediate the material weaknesses in our internal control over financial reporting until we have completed our remediation efforts and subsequent evaluation of their effectiveness.

During the year ended November 30, 2022, management took steps to remediate the material weaknesses by successfully implementing IT general controls, formalizing documentation of IT policies and procedures and ensuring the ongoing operating effectiveness of IT general controls to support effective IT dependent controls and our ability to maintain segregation of duties in relation to account reconciliations and manual journal entries.

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Management has determined that these controls were designed and have operated effectively for a sufficient period of time and concluded that the material weaknesses have been remediated as of November 30, 2022.

Changes in Internal Control Over Financial Reporting

As described under the Remediation Plan above, we continued formalizing documentation of our IT policies and procedures and implementing new controls during the quarter ended November 30, 2021.

Such remediation actions were changes in our internal control over financial reporting identified in connection with the evaluation required by Rule 13a-15(d) and 15d-15(d) of the Exchange Act that occurred during the quarter ended November 30, 2021 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

There were no changes in our internal control over financial reporting identified in connection with the evaluation required by Rule 13a-15(d) and 15d-15(d) of the Exchange Act that occurred during the quarter ended November 30, 2022 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Other Information

1 unchanged sentence

Not applicable.

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Directors, Executive Officers and Corporate Governance

11 unchanged sentences

The information required by this item will be set forth in the Proxy Statement to be filed with the SEC within 120 days after the end of the fiscal year covered by this Annual Report on Form 10-K, and is incorporated herein by reference.

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Exhibits, Financial Statement Schedules

5 unchanged sentences

The following is a list of exhibits filed with this Annual Report on Form 10-K incorporated herein by reference (numbered in accordance with Item 601 of Regulation S-K):

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EXHIBIT INDEX

Incorporated by Reference

Filed or Furnished Herewith

Incorporated by Reference Filed or Furnished

Number Description Form File No.

Exhibit Filing Date

3.1 Restated Certificate of Incorporation

October 14, 2020

Restated Bylaws

October 14, 2020

10-Q 001-39398 3.1 October 14, 2020

3.2 Amended and Restated Bylaws

8-K 001-39398 3.1 December 16, 2022

4.1 Form of Common Stock Certificate

S-1 333-239651 4.1 July 2, 2020

4.2 Amended and Restated Investor Rights Agreement, dated March 9, 2020, by and among the Registrant and certain of its stockholders

S-1 333-239651 4.2 July 2, 2020

4.3 Description of Registrant’s Securities

February 16, 2021

4.4 Form of Pre-funded Warrant

8-K 001-39398 4.1 July 8, 2022

10.1 Form of Indemnity Agreement

S-1 333-239651 10.1 July 2, 2020

10.2* 2012 Equity Incentive Plan, as amended, and forms of award agreements

S-1 333-239651 10.2 July 2, 2020

10.3* 2020 Equity Incentive Plan and forms of award agreements

July 20, 2020

S-1/A 333-239651 10.3 July 20, 2020

10.4* 2020 Employee Stock Purchase Plan and forms of award agreements

July 20, 2020

S-1/A 333-239651 10.4 July 20, 2020

10.5* Employment Agreement, dated July 15, 2020, by and between the Registrant and Arthur T.

July 20, 2020

S-1/A 333-239651 10.5 July 20, 2020

10.6* Letter Agreement, dated June 15, 2020, by and between the Registrant and Arthur T.

S-1 333-239651 10.11 July 2, 2020

10.7* Employment Agreement, dated July 15, 2020, by and between the Registrant and Gwenn Hansen

July 20, 2020

S-1/A 333-239651 10.7 July 20, 2020

10.8* Employment Agreement, dated July 15, 2020, by and between the Registrant and Christine Ring

February 16, 2021

10-K 001-39398 10.7 February 16, 2021

10.9* Employment Agreement, dated July 15, 2020, by and between the Registrant and Hans van Houte

10-K 001-39398 10.9 January 28, 2022

10.10* Employment Agreement, dated June 10, 2021, by and between the Registrant and Stefani Wolff

October 14, 2021

10-Q 001-39398 10.1 October 14, 2021

10.11* Executive Severance and Change in Control Plan, as amended and restated on January 19, 2022, and form of Participation Agreement thereunder

10-K 001-39398 10.11 January 28, 2022

10.12 Lease Agreement, dated as of March 24, 2014, between ARE-San Francisco No.

26, LLC and the Registrant

S-1 333-239651 10.8 July 2, 2020

10.13 Lease Agreement, dated as of June 21, 2021, between ARE-San Francisco No.

19 LLC and the Registrant

October 14, 2021

10-Q 001-39398 10.2 October 14, 2021

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10.14 Lease Agreement, dated as of March 1, 2022, between 880 Technology Forest Pl, LLC and the Registrant

10-Q 001-39398 10.1 April 8, 2022

10.15†‡ Collaboration, Option and License Agreement, dated June 10, 2019, by and between the Registrant and Gilead Sciences, Inc., as amended

S-1 333-239651 10.9 July 2, 2020

10.16 First Amendment to Collaboration, Option and License Agreement, dated August 13, 2019, by and between the Registrant and Gilead Sciences, Inc.

10-Q 001-39398 10.2 October 6, 2022

10.17‡ Second Amendment to Collaboration, Option and License Agreement, dated September 9, 2022, by and between the Registrant and Gilead Sciences, Inc.

10-Q 001-39398 10.3 October 6, 2022

10.18†‡ Collaboration and License Agreement, dated December 19, 2019, by and between the Registrant and Genzyme Corporation

S-1 333-239651 10.10 July 2, 2020

10.19† First Amendment to Collaboration and License Agreement, dated January 6, 2021, by and between the Registrant and Genzyme Corporation

February 16, 2021

10-K 001-39398 10.11 February 16, 2021

10.20† Second Amendment to Collaboration and License Agreement, dated December 16, 2021, by and between the Registrant and Genzyme Corporation

10-Q 001-39398 10.4 October 6, 2022

10.21† Third Amendment to Collaboration and License Agreement, dated July 7, 2022, by and between the Registrant and Genzyme Corporation

10-Q 001-39398 10.5 October 6, 2022

10.22†‡ Fourth Amendment to Collaboration and License Agreement, dated August 11, 2022, by and between the Registrant and Genzyme Corporation

10-Q 001-39398 10.6 October 6, 2022

10.23 Equity Distribution Agreement, dated August 4, 2021, by and between the Registrant and Piper Sandler & Co .

August 4, 2021

S-3 333-258448 1.2 August 4, 2021

21.1 Subsidiaries of the Registrant

10-K 001-39398 21.1 January 28, 2022

23.1 Consent of Independent Registered Public Accounting Firm

1 unchanged sentence

31.1 Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

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31.2 Certification of Principal Financial and Accounting Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

1 unchanged sentence

Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

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Inline XBRL Taxonomy Extension Schema Document

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Inline XBRL Taxonomy Extension Definition Linkbase Document

Inline XBRL Taxonomy Extension Label Linkbase Document

Inline XBRL Taxonomy Extension Presentation Linkbase Document

Cover Page Interactive Data File (formatted as Inline XBRL and included in exhibit 101)

101.INS Inline XBRL Instance Document - the Instance Document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document X

101.SCH Inline XBRL Taxonomy Extension Schema Document X

101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document X

101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document X

101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document X

101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document X

104 Cover Page Interactive Data File (formatted as Inline XBRL and included in Exhibit 101) X

* Indicates a management or compensatory plan or arrangement in which directors or executive officers are eligible to participate.

† Registrant has omitted portions of the exhibit as permitted under Item 601(b)(10) of Regulation S-K.

‡ Registrant has omitted certain schedules pursuant to Item 601(a)(5) of Regulation S-K.

§ The certifications furnished in Exhibits 32.1 hereto are deemed to accompany this Annual Report on Form 10-K and are not deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section, nor shall they be deemed incorporated by reference into any filing under the Securities Act of the Exchange Act.

Form 10-K Summary

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Pursuant to the requirements of Section 13 or 15(d) 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, thereunto duly authorized .

NURIX THERAPEUTICS, INC.

January 28, 2022

/s/ Arthur T.

February 9, 2023

/s/ A RTHUR T.

Sands, M.D., Ph.D.

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Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this Report has been signed below by the following persons on behalf of the Registrant in the capacities and on the dates indicated.

/s/ Arthur T.

Name Title Date

/s/ A RTHUR T.

President, Chief Executive Officer and Director

January 28, 2022

Sands, M.D., Ph.D.

(Principal Executive Officer)

/s/ Hans van Houte

February 9, 2023

Sands, M.D., Ph.D.

/s/ H ANS VAN H OUTE

Chief Financial Officer

January 28, 2022

Hans van Houte

(Principal Financial and Accounting Officer)

Chairman and Director

January 28, 2022

/s/ Judith A.

January 28, 2022

February 9, 2023

Hans van Houte

/s/ D AVID L.

Chairman and Director February 9, 2023

/s/ J ULIA P.

Director February 9, 2023

/s/ J UDITH A.

Director February 9, 2023

Reinsdorf, J.D.

January 28, 2022

Siegall, Ph.D.

January 28, 2022

/s/ Jeffrey K.

January 28, 2022

/s/ E DWARD C.

Director February 9, 2023

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures