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, 2024.
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 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.
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 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. 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, 2024, 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, 2024.
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
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, 2024, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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Item 9B. 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.
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 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. 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.
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.
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.
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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):
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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 Description of Registrant’s Securities
10-K 001-39398 4.3 February 9, 2023
4.3 Form of Pre-funded Warrant
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
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 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. Sands
S-1/A 333-239651 10.5 July 20, 2020
10.7* Letter Agreement, dated June 15, 2020, by and between the Registrant and Arthur T. Sands
S-1 333-239651 10.11 July 2, 2020
10.8* Employment Agreement, dated July 15, 2020, by and between the Registrant and Gwenn Hansen
S-1/A 333-239651 10.7 July 20, 2020
10.9* Employment Agreement, dated July 15, 2020, by and between the Registrant and Christine Ring
10-K 001-39398 10.7 February 16, 2021
10.10* Employment Agreement, dated July 15, 2020, by and between the Registrant and Hans van Houte
10-K 001-39398 10.9 January 28, 2022
10.11* 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 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
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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. 19 LLC and the Registrant
10-Q 001-39398 10.2 October 14, 2021
10.19 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
10.20 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
10-Q 001-39398 10.1 April 8, 2022
10.23 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
10.24†‡ 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
10.25 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
10.26‡ 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
163
10.27†‡ 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
10.28† 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
10.29† 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
10.30† 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
10.31†‡ 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
10.32†‡ 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
X
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
164
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
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
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.
165
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: January 28, 2025
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)
January 28, 2025
Arthur T. Sands, M.D., Ph.D.
/s/ H ANS VAN H OUTE
Chief Financial Officer
(Principal Financial and Accounting Officer)
January 28, 2025
Hans van Houte
/s/ J ULIA P. G REGORY
Chairman and Director January 28, 2025
Julia P. Gregory
/s/ Anil Kapur Director January 28, 2025
Anil Kapur
/s/ L ORI A. K UNKEL
Director January 28, 2025
Lori A. Kunkel, M.D.
/s/ David L. Lacey Director January 28, 2025
David L. Lacey, M.D.
/s/ J UDITH A. R EINSDORF
Director January 28, 2025
Judith A. Reinsdorf, J.D.
/s/ E DWARD C. S ALTZMAN
Director January 28, 2025
Edward C. Saltzman
/s/ P AUL M. S ILVA
Director January 28, 2025
Paul M. Silva
166