Item 9A. Controls and Procedures
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, 2023.
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 Securities and Exchange Commission’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. Based on their evaluation, the CEO and CFO have concluded that our disclosure controls and procedures were effective as of November 30, 2023.
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, 2023 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, 2023.
This Annual Report on Form 10-K does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. For as long as we remain a “smaller reporting company” as defined by Rule 12b-2 of the Exchange Act and report less than $100 million of annual revenues in our most recent fiscal year, we intend to take advantage of the exemption permitting us not to comply with the requirement that our independent registered public accounting firm provide an attestation on the effectiveness of our internal control over financial reporting.
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, 2023, 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.
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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 2024 Annual Meeting of Stockholders (Proxy Statement) to be filed with the Securities and Exchange Commission (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.
148
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):
149
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
10-K 001-39398 4.3 February 9, 2023
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* 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
10.11 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
10.12 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
150
10.13 First Amendment to Lease Agreement, dated June 28, 2023, by and between ARE-San Francisco No. 19 Owner, LLC and the Registrant
10-Q 001-39398 10.1 October 12, 2023
10.14 Lease Agreement, dated as of March 1, 2022, between 88 0 0 Technology Forest Pl, LLC and the Registrant
10-Q 001-39398 10.1 April 8, 2022
10.15 First Amendment to Lease Agreement, dated August 25, 2023, by and between 8800 Technology Forest PL, LLC and the Registrant
10-Q 001-39398 10.2 October 12, 2023
10.16†‡ 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
10.17 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
10.18‡ 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
10.19†‡ 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
10.20† 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
10.21† 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
10.22† 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
10.23†‡ 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
10.24†‡ Fifth Amendment to Collaboration and License Agreement, dated November 3, 2023, by and between the Registrant and Genzyme Corporation
X
10.25†‡ Collaboration and License Agreement, dated September 6, 2023, by and between the Registrant and Seagen Inc.
X
151
10.26 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
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
97.1 Compensation Recovery Policy
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.
152
§ 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
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 15, 2024
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 15, 2024
Arthur T. Sands, M.D., Ph.D.
/s/ H ANS VAN H OUTE
Chief Financial Officer
(Principal Financial and Accounting Officer)
February 15, 2024
Hans van Houte
/s/ D AVID L. L ACEY
Chairman and Director February 15, 2024
David L. Lacey, M.D.
/s/ J ULIA P. G REGORY
Director February 15, 2024
Julia P. Gregory
/s/ L ORI A. K UNKEL
Director February 15, 2024
Lori A. Kunkel, M.D.
/s/ J UDITH A. R EINSDORF
Director February 15, 2024
Judith A. Reinsdorf, J.D.
/s/ E DWARD C. S ALTZMAN
Director February 15, 2024
Edward C. Saltzman
/s/ P AUL M. S ILVA
Director February 15, 2024
Paul M. Silva
154