What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2025-01-28 compared with 2024-02-15 · 63 added, 15 removed, 150 unchanged (34% of the section changed)

3 unchanged sentences

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.

Disclosure controls and procedures include controls and procedures designed to ensure that information required to be disclosed in our reports filed or submitted 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, 2024.

1 unchanged sentence

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 is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

Internal control over financial reporting has inherent limitations.

6 unchanged sentences

Based on this evaluation, our management concluded that our internal control over financial reporting was effective as of November 30, 2024.

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.

The effectiveness of the Company’s internal control over financial reporting as of November 30, 2024 has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report which appears herein.

Changes in Internal Control over Financial Reporting

1 unchanged sentence

Other Information

(b) Director and Section 16 Officer Rule 10b5-1 Trading Arrangements

On November 12, 2024 , Hans van Houte , Chief Financial Officer of the Company, entered into a prearranged trading plan intended to satisfy the affirmative defense of Rule 10b5-1(c) under the Securities Exchange Act of 1934, as amended (van Houte Plan), providing for the potential sale of up to 162,877 shares of the Company’s common stock, including shares of common stock previously issued to Mr.

van Houte pursuant to the exercise of option awards, shares of common stock issuable upon the exercise of option awards, and shares of common stock to be acquired upon the vesting and settlement of restricted stock units (RSUs) granted, each so long as the market price of the Company’s common stock is higher than certain minimum threshold prices specified in the van Houte Plan.

A portion of the shares underlying the options 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 van Houte Plan.

The actual number of shares sold in connection with the vesting and settlement of RSUs will be net of shares mandatorily sold in the open market to cover tax withholding obligations.

The first potential sale date under the van Houte Plan is March 3, 2025.

The van Houte Plan expires on December 31, 2025, or upon the earlier completion of all authorized transactions thereunder.

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 quarter ended November 30, 2024.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspection

2 unchanged sentences

The information required by this item will be set forth in our definitive proxy statement for our 2025 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.

Code of Business Conduct and Ethics

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.

1 unchanged sentence

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.

Insider Trading Policies and Procedures

We have insider trading policies and procedures that govern the purchase, sale, and other dispositions of its securities by our directors, officers and employees, and the Company itself, that we believe are reasonably designed to promote compliance with insider trading laws, rules and regulations and the listing standards of Nasdaq.

A copy of our Insider Trading Policy is filed with this Annual Report on Form 10-K as Exhibit 19.1.

Executive Compensation

23 unchanged sentences

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

4.2 Description of Registrant’s Securities

2 unchanged sentences

8-K 001-39398 4.1 July 8, 2022

4.4 Form of Pre-funded Warrant

8-K 001-39398 4.1 April 12, 2024

10.1 Form of Indemnity Agreement

6 unchanged sentences

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

10.5 2024 Equity Inducement Plan and forms of award agreements

S-8 333-282917 99.1 October 31, 2024

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

13 unchanged sentences

S-1 333-239651 10.8 July 2, 2020

10.13 First Amendment to Lease Agreement, dated as of October 3, 2014, by and between ARE-San Francisco No.

26, LLC and the Registrant

S-1 333-239651 10.8 July 2, 2020

10.14 Second Amendment to Lease Agreement, dated as of November 8, 2017, by and between ARE-San Francisco No.

26, LLC and the Registrant

S-1 333-239651 10.8 July 2, 2020

10.15 Third Amendment to Lease Agreement, dated March 2, 2021, by and between ARE-San Francisco No.

26 Owner, LLC and the Registrant

10-Q 001-39398 10.1 October 11, 2024

10.16 Fourth Amendment to Lease Agreement, dated April 30 , 202 1 , by and between ARE-San Francisco No.

26 Owner, LLC and the Registrant

10-Q 001-39398 10.2 October 11, 2024

10.17 Fifth Amendment to Lease Agreement, dated September 13, 2024, by and between ARE-San Francisco No.

26 Owner, LLC and the Registrant

10-Q 001-39398 10.3 October 11, 2024

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

4 unchanged sentences

10-Q 001-39398 10.1 October 12, 2023

10.20 Second Amendment to Lease Agreement, dated March 25, 2024, by and between ARE-San Francisco No.

19 Owner, LLC and the Registrant

10-Q 001-39398 10.2 April 10, 2024

10.21 Third Amendment to Lease Agreement, dated September 13, 2024, by and between ARE-San Francisco No.

19 Owner, LLC and the Registrant

10-Q 001-39398 10.4 October 11, 2024

10.22 Lease Agreement, dated as of March 1, 2022, between 8800 Technology Forest Pl, LLC and the Registrant

19 unchanged sentences

10.32†‡ Fifth Amendment to Collaboration and License Agreement, dated November 3, 2023, by and between the Registrant and Genzyme Corporation

10-K 001-39398 10.24 February 15, 2024

10.33† Sixth Amendment to Collaboration and License Agreement, dated March 6, 2024, by and between the Registrant and Genzyme Corporation

10-Q 001-39398 10.1 April 10, 2024

10.34†‡ Collaboration and License Agreement, dated September 6, 2023, by and between the Registrant and Seagen Inc.

10-K 001-39398 10.25 February 15, 2024

10.35 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

10.36 Amendment No.

1 to the Equity Distribution Agreement, dated July 11, 2024, by and between the Registrant and Piper Sandler & Co.

8-K 001-39398 10.1 July 11, 2024

10.37 Amendment No.

2 to the Equity Distribution Agreement, dated October 31, 2024, by and between the Registrant and Piper Sandler & Co.

8-K 001-39398 10.1 October 31, 2024

19.1 Insider Trading Policy

21.1 Subsidiaries of the Registrant

7 unchanged sentences

97.1 Compensation Recovery Policy

10-K 001-39398 97.1 February 15, 2024

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

12 unchanged sentences

NURIX THERAPEUTICS, INC.

February 15, 2024

January 28, 2025

/s/ A RTHUR T.

9 unchanged sentences

(Principal Executive Officer)

February 15, 2024

January 28, 2025

Sands, M.D., Ph.D.

2 unchanged sentences

(Principal Financial and Accounting Officer)

February 15, 2024

January 28, 2025

Hans van Houte

/s/ D AVID L.

Chairman and Director February 15, 2024

/s/ J ULIA P.

Director February 15, 2024

Chairman and Director January 28, 2025

/s/ Anil Kapur Director January 28, 2025

Director January 28, 2025

Lacey Director January 28, 2025

/s/ J UDITH A.

Director February 15, 2024

Director January 28, 2025

Reinsdorf, J.D.

/s/ E DWARD C.

Director February 15, 2024

Director January 28, 2025

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