Item 5. Other Information
Item 5. Other Information
(c) Director and Section 16 Officer Rule 10b5-1 Trading Arrangements
On February 29, 2024 , Christine Ring , Ph.D., J.D., Chief Legal Officer and Chief Compliance Officer of the Company, entered into a prearranged written stock sale plan ( Rule 10b5-1 Plan ) in accordance with Rule 10b5-1 under the Securities Exchange Act of 1934, as amended (Exchange Act). The Rule 10b5-1 Plan was entered into during an open trading window in accordance with the Company’s policies regarding transactions in the Company’s securities and is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act. The Rule 10b5-1 Plan provides for the potential sale of an aggregate of up to 111,060 shares of the Company’s common stock issuable upon the exercise of option awards granted to Dr. Ring under the Company’s 2012 Equity Incentive Plan and 2020 Equity Incentive Plan, so long as the market price of the Company’s common stock is higher than certain minimum threshold prices specified in the Rule 10b5-1 Plan. A portion of the shares are expected to be sold in the market to cover the exercise price and taxes associated with the exercise of the options. The remaining shares underlying the options will be sold in the open market at the times and prices specified in the Rule 10b5-1 Plan. The first potential sale date under the Rule 10b5-1 Plan is May 30, 2024. The Rule 10b5-1 Plan expires on February 15, 2025, or upon the earlier completion of all authorized transactions under such Rule 10b5-1 Plan.
The Rule 10b5-1 Plan includes a representation from Ms. Ring to the broker administering the Rule 10b5-1 Plan that she was not in possession of any material nonpublic information regarding the Company or the securities subject to the Rule 10b5-1 Plan at the time it was entered into. A similar representation was made to the Company in connection with the adoption of the Rule 10b5-1 Plan under the Company’s policies regarding transactions in the Company’s securities. Those representations were made as of the date of adoption of the Rule 10b5-1 Plan, and speak only as of such date. In making those representations, there is no assurance with respect to any material nonpublic information of which the insider was unaware, or with respect to any material nonpublic information acquired by the insider or the Company after the date of the representation.
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No other director or Section 16 officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K, during the three months ended February 29, 2024.
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Item 6. Exhibits
Incorporated by Reference Filed or Furnished Herewith
Exhibit
Number Description Form File No. Exhibit Filing Date
10.1* Sixth Amendment to Collaboration and License Agreement, dated March 6, 2024, by and between the Registrant and Genzyme Corporation
X
10.2 Second Amendment to Lease Agreement, dated March 25, 2024, by and between ARE-San Francisco No. 19 Owner, LLC and the Registrant
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 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
* Registrant has omitted portions of the exhibit as permitted under Item 601(b)(10) of Regulation S-K
† The certifications furnished in Exhibits 32.1 hereto are deemed to accompany this Quarterly Report on Form 10-Q 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.
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SIGNATURES
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 thereunto duly authorized.
NURIX THERAPEUTICS, INC.
Date: April 10, 2024
By: /s/ A RTHUR T. S ANDS
Arthur T. Sands, M.D., Ph.D.
President, Chief Executive Officer and Director
(Principal Executive Officer)
Date: April 10, 2024
By: /s/ H ANS VAN H OUTE
Hans van Houte
Chief Financial Officer
(Principal Financial and Accounting Officer)
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Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.