Nurix Therapeutics, Inc. 10-K

Item 9A. Controls and Procedures 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 Securities Exchange Act of 1934, as amended (the Exchange Act)) as of November 30, 2022. 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, 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). 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. Specifically, we did not design and maintain: (a) user access controls to ensure appropriate segregation of duties and that adequately restrict user and privileged access to financial applications, programs and data to appropriate personnel, and (b) program change management controls to ensure that IT program and data changes affecting financial IT applications and underlying accounting records are identified, tested, authorized and implemented appropriately. These IT deficiencies did not result in any misstatements to the financial statements. • 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 . 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. 147 Table of Content 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 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. Item 9B. Other Information None. Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspection Not applicable. 148 Table of Content PART III Item 10. Directors, Executive Officers and Corporate Governance The information required by this item will be set forth in our definitive proxy statement for our 2023 Annual Meeting of Stockholders (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. We have adopted a code of business conduct and ethics that applies to all employees, including our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions. The code of business conduct and ethics is available on our website at www.nurixtx.com. Amendments to, and waivers from, the code of business conduct and ethics that apply to any director, executive officer or persons performing similar functions will be disclosed at the website address provided above and, to the extent required by applicable regulations, on a Current Report on Form 8-K filed with the SEC. Item 11. Executive Compensation 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. Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 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. Item 13. Certain Relationships and Related Transactions, and Director Independence 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. Item 14. Principal Accounting Fees and Services 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. 149 Table of Content PART IV Item 15. Exhibits, Financial Statement Schedules The following documents are filed as part of this Annual Report on Form 10-K: (1) Financial Statements The financial statements filed as part of this Annual Report on Form 10-K are listed in the “Index to Financial Statements” under Part II, Item 8 of this Annual Report on Form 10-K. (2) Financial Statement Schedules Financial statement schedules have been omitted in this Annual Report on Form 10-K because they are not applicable, not required under the instructions, or the information requested is set forth in the financial statements or related notes thereto. (3) Exhibits 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): 150 Table of Content EXHIBIT INDEX Incorporated by Reference Filed or Furnished Herewith Exhibit Number Description Form File No. Exhibit Filing Date 3.1 Restated Certificate of Incorporation 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 X 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 S-1/A 333-239651 10.3 July 20, 2020 10.4* 2020 Employee Stock Purchase Plan and forms of award agreements 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. Sands 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. Sands 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 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 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 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 10-Q 001-39398 10.2 October 14, 2021 151 Table of Content 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 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 . 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 X 24.1 Power of Attorney (reference is made to the signature page hereto) X 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 X 152 Table of Content 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 X 32.1§ Certification of Principal Executive Officer and Principal Financial and Accounting Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 X 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. Item 16. Form 10-K Summary None. 153 Table of Content SIGNATURES 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. Date: February 9, 2023 By: /s/ A RTHUR T. S ANDS Arthur T. Sands, M.D., Ph.D. President, Chief Executive Officer and Director POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Arthur T. Sands and Hans van Houte, and each of them, as his or her true and lawful attorneys-in-fact, proxies, and agents, each with full power of substitution, for him or her in any and all capacities, to sign any and all amendments to this Annual Report on Form 10-K, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact, proxies, and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully for all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact, proxies, and agents, or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof. 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. Name Title Date /s/ A RTHUR T. S ANDS President, Chief Executive Officer and Director (Principal Executive Officer) February 9, 2023 Arthur T. Sands, M.D., Ph.D. /s/ H ANS VAN H OUTE Chief Financial Officer (Principal Financial and Accounting Officer) February 9, 2023 Hans van Houte /s/ D AVID L. L ACEY Chairman and Director February 9, 2023 David L. Lacey, M.D. /s/ J ULIA P. G REGORY Director February 9, 2023 Julia P. Gregory /s/ L ORI A. K UNKEL Director February 9, 2023 Lori A. Kunkel, M.D. /s/ J UDITH A. R EINSDORF Director February 9, 2023 Judith A. Reinsdorf, J.D. /s/ E DWARD C. S ALTZMAN Director February 9, 2023 Edward C. Saltzman /s/ P AUL M. S ILVA Director February 9, 2023 Paul M. Silva 154