What changed in this filing

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Item 1. Financial Statements

2025-04-08 compared with 2024-10-11 · 160 added, 187 removed, 496 unchanged (41% of the section changed)

1 unchanged sentence

NURIX THERAPEUTICS, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

CONDENSED BALANCE SHEETS

(in thousands, except share and per share amounts)

5 unchanged sentences

Total current assets 563,703 619,387

Marketable securities, non‑current 9,472 7,421

Operating lease right-of-use assets 26,361 28,139

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Stockholdersʼ equity:

Preferred stock, $ 0.001 par value— 10,000,000 shares authorized as of August 31, 2024 and November 30, 2023;

no shares issued and outstanding as of August 31, 2024 and November 30, 2023

Common stock, $ 0.001 par value— 500,000,000 shares authorized as of August 31, 2024 and November 30, 2023;

67,083,523 and 48,718,552 shares issued and outstanding as of August 31, 2024 and November 30, 2023, respectively

Preferred stock, $ 0.001 par value— 10,000,000 shares authorized as of February 28, 2025 and November 30, 2024;

no shares issued and outstanding as of February 28, 2025 and November 30, 2024

Common stock, $ 0.001 par value— 500,000,000 shares authorized as of February 28, 2025 and November 30, 2024;

76,234,799 and 75,870,718 shares issued and outstanding as of February 28, 2025 and November 30, 2024, respectively

Additional paid-in capital 1,275,735 1,265,536

Accumulated other comprehensive income (loss) 344 ( 655 )

Accumulated other comprehensive income 226 150

Accumulated deficit ( 795,120 ) ( 738,769 )

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Total liabilities and stockholdersʼ equity $ 615,043 $ 669,343

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

The accompanying notes are an integral part of these unaudited condensed financial statements.

NURIX THERAPEUTICS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

CONDENSED STATEMENTS OF OPERATIONS

(in thousands, except share and per share amounts)

Three Months Ended

August 31, Nine Months Ended

2024 2023 2024 2023

February 28, 2025 February 29, 2024

Collaboration revenue $ 18,453 $ 16,585

License revenue — — — 20,000

Total revenue 18,453 16,585

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Weighted-average number of shares outstanding, basic and diluted 83,560,795 54,903,407

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

The accompanying notes are an integral part of these unaudited condensed financial statements.

NURIX THERAPEUTICS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

CONDENSED STATEMENTS OF COMPREHENSIVE LOSS

(in thousands)

Three Months Ended

August 31, Nine Months Ended

2024 2023 2024 2023

February 28, 2025 February 29, 2024

Net loss $ ( 56,351 ) $ ( 41,518 )

2 unchanged sentences

Total comprehensive loss $ ( 56,275 ) $ ( 41,213 )

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

The accompanying notes are an integral part of these unaudited condensed financial statements.

NURIX THERAPEUTICS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

CONDENSED STATEMENTS OF STOCKHOLDERS’ EQUITY

(in thousands, except share amounts)

10 unchanged sentences

Vesting of early exercised stock options — — 21 — — 21

Repurchase of unvested early exercised stock ( 1,548 ) — — — — —

Issuance under employee stock purchase plan 173,558 — 1,269 — — 1,269

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Balance as of February 29, 2024 49,136,954 $ 49 $ 755,767 $ ( 350 ) $ ( 586,718 ) $ 168,748

Exercise of pre-funded warrants 148,497 1 — — — 1

Exercise of stock options 5,597 — 24 — — 24

Vesting of restricted stock units 32,261 — — — — —

Vesting of early exercised stock options — — 31 — — 31

Stock-based compensation — — 8,746 — — 8,746

Unrealized gain on available-for-sale marketable securities — — — 1,344 — 1,344

Net loss — — — — ( 24,277 ) ( 24,277 )

Balance as of May 31, 2023 47,631,208 48 728,038 ( 1,903 ) ( 466,262 ) 259,921

Exercise of pre-funded warrants 568,863 1 — — — 1

Exercise of stock options 101,219 — 927 — — 927

Vesting of restricted stock units 100,729 — — — — —

Vesting of early exercised stock options — — 29 — — 29

Issuance under employee stock purchase plan 101,749 — 776 — — 776

Stock-based compensation — — 8,470 — — 8,470

Unrealized gain on available-for-sale marketable securities — — — 675 — 675

Net loss — — — — ( 36,982 ) ( 36,982 )

Balance as of August 31, 2023 48,503,768 $ 49 $ 738,240 $ ( 1,228 ) $ ( 503,244 ) $ 233,817

Common stock Additional

8 unchanged sentences

Vesting of restricted stock units 242,923 — — — — —

Vesting of early exercised stock options — — 21 — — 21

Repurchase of unvested early exercised stock ( 1,548 ) — — — — —

Issuance under employee stock purchase plan 83,730 — 1,252 — — 1,252

3 unchanged sentences

Balance as of February 28, 2025 76,234,799 $ 76 $ 1,275,735 $ 226 $ ( 795,120 ) $ 480,917

Issuance of common stock and pre-funded warrants in connection with equity financing, net of issuance costs of $ 12,518

11,916,667 12 188,720 — — 188,732

Issuance of common stock in "at the market" financing, net of issuance costs of $ 1,684

3,194,809 3 48,466 — — 48,469

Exercise of stock options 24,108 — 216 — — 216

Vesting of restricted stock units 83,997 — — — — —

Vesting of early exercised stock options — — 12 — — 12

Stock-based compensation — — 8,847 — — 8,847

Unrealized gain on available-for-sale marketable securities — — — 215 — 215

Net loss — — — — ( 44,546 ) ( 44,546 )

Balance as of May 31, 2024 64,356,535 64 1,002,028 ( 135 ) ( 631,264 ) 370,693

Issuance of common stock in "at the market" financing, net of issuance costs of $ 920

2,145,000 2 41,978 — — 41,980

Exercise of stock options 281,291 1 3,034 — — 3,035

Vesting of restricted stock units 197,777 — — — — —

Issuance under employee stock purchase plan 102,920 — 863 — — 863

Stock-based compensation — — 8,762 — — 8,762

Unrealized gain on available-for-sale marketable securities — — — 479 — 479

Net loss — — — — ( 48,956 ) ( 48,956 )

Balance as of August 31, 2024 67,083,523 $ 67 $ 1,056,665 $ 344 $ ( 680,220 ) $ 376,856

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

The accompanying notes are an integral part of these unaudited condensed financial statements.

NURIX THERAPEUTICS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

CONDENSED STATEMENTS OF CASH FLOWS

(in thousands)

Nine Months Ended August 31,

Three Months Ended

February 28, 2025 February 29, 2024

Cash flows from operating activities

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Net accretion of discount on marketable securities ( 3,557 ) ( 1,930 )

Loss on disposal of property and equipment — 544

Amortization of operating lease right-of-use assets 1,778 1,843

Changes in operating assets and liabilities:

Accounts receivable — ( 2,000 )

Prepaid expenses and other assets ( 6,252 ) 1,168

8 unchanged sentences

Purchases of property and equipment ( 3,485 ) ( 2,884 )

Net cash (used in) provided by investing activities ( 116,896 ) 82,674

Net cash provided by investing activities 25,533 35,513

Cash flows from financing activities

Proceeds from issuances of common stock and pre-funded warrants in equity financing, net of issuance costs 188,732 —

Proceeds from issuances of common stock in "at the market" financing, net of issuance costs 90,691 —

Proceeds from exercise of stock options and pre-funded warrants 3,606 981

Proceeds from exercise of stock options 221 355

Proceeds from issuance under employee stock purchase plan 1,252 1,269

Repurchase of unvested early exercised stock options ( 15 ) —

Net cash provided by financing activities 1,473 1,624

Net increase (decrease) in cash, cash equivalents and restricted cash 44,417 ( 22,170 )

Net decrease in cash, cash equivalents and restricted cash ( 34,081 ) ( 4,814 )

Cash, cash equivalents and restricted cash at beginning of period 110,898 55,528

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Additions to property and equipment included in accounts payable and accrued expenses and other current liabilities $ 1,196 $ 855

Right-of-use assets recognized in exchange for lease obligations $ 1,297 $ —

Capitalized stock-based compensation related to internal-use software development $ 11 $ 72

Deferred issuance costs included in accrued expenses and other current liabilities $ 156 $ —

Deferred issuance costs recognized related to the "at the market" financing $ 242 $ —

Vesting of early exercised stock options $ 33 $ 91

As of August 31,

February 28, 2025 February 29, 2024

Reconciliation of cash, cash equivalents and restricted cash:

2 unchanged sentences

Total cash, cash equivalents and restricted cash $ 76,817 $ 50,714

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

The accompanying notes are an integral part of these unaudited condensed financial statements.

NURIX THERAPEUTICS, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

Description of Business

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(the Company) was incorporated in the state of Delaware on August 27, 2009, and is headquartered in San Francisco, California.

The Company is a clinical stage biopharmaceutical company focused on the discovery, development and commercialization of innovative small molecules and antibody therapies based on the modulation of cellular protein levels as a novel treatment approach for cancer, inflammatory conditions and other challenging diseases.

Leveraging the Company’s expertise in E3 ligases together with its proprietary DNA-encoded libraries, the Company has built DELigase, an integrated discovery platform to identify and advance novel drug candidates targeting E3 ligases, a broad class of enzymes that can modulate proteins within the cell.

The Company is a clinical stage biopharmaceutical company focused on the discovery, development and commercialization of innovative small molecules and antibody therapies based on the degradation of cellular protein levels as a novel treatment approach for cancer, inflammatory conditions and other challenging diseases.

Leveraging the Company’s expertise in E3 ligases together with its proprietary DNA-encoded libraries, the Company has built DEL-AI, a fully AI-integrated discovery platform to identify and advance novel drug candidates targeting E3 ligases, a broad class of enzymes that can degrade proteins within the cell.

The Company’s drug discovery approach is to either harness or inhibit the natural function of E3 ligases within the ubiquitin-proteasome system to selectively decrease or increase cellular protein levels.

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The Automatic Shelf Registration Statement, which includes a base prospectus, allows the Company at any time to offer and sell the Company’s registered common stock, preferred stock, debt securities, warrants, subscriptions rights and/or units or any combination of securities described in the prospectus in one or more offerings.

On July 11, 2024, the Company entered into an amendment to the Equity Distribution Agreement (as amended, the Amended Equity Distribution Agreement), pursuant to which, from time to time, the Company may offer and sell through Piper Sandler up to $ 150.0 million of common stock registered under the Automatic Shelf Registration Statement pursuant to one or more “at the market” offerings.

The Company is not required to sell any shares at any time during the term of the Amended Equity Distribution Agreement.

On July 11, 2024, the Company entered into Amendment No.

1 to the Equity Distribution Agreement (as amended, the Amended Equity Distribution Agreement), pursuant to which, from time to time, the Company may offer and sell through Piper Sandler up to $ 150.0 million of common stock registered under the Automatic Shelf Registration Statement pursuant to one or more “at the market” offerings.

The Company was not required to sell any shares at any time during the term of the Amended Equity Distribution Agreement.

The Company agreed to pay Piper Sandler a commission of up to 3.0 % of the gross sales price of any shares sold pursuant to the Amended Equity Distribution Agreement.

In August 2024, the Company issued and sold 2,145,000 shares of common stock under the Amended Equity Distribution Agreement at $ 20.00 per share for total net proceeds of $ 42.0 million, after deducting offering commissions and expenses paid by the Company.

As of August 31, 2024, the Company had $ 107.1 million of common stock remaining available for sale under the Amended Equity Distribution Agreement.

Public Offering

In April 2024, the Company completed a public offering (2024 Public Offering) pursuant to the Shelf Registration Statement and issued 11,916,667 shares of common stock (including the exercise by the underwriters of their option to purchase an additional 1,750,000 shares of common stock) at a price to the public of $ 15.00 per share, and pre-funded warrants to purchase an aggregate of 1,500,100 shares of the Company’s common stock at a price of $ 14.999 per pre-funded warrant (the 2024 Pre-Funded Warrants).

Net proceeds from the 2024 Public Offering were approximately $ 188.7 million, after deducting offering commissions and expenses of $ 12.5 million.

Refer to Note 7 for more information regarding the 2024 Pre-Funded Warrants.

In August 2024, the Company issued and sold 2,145,000 shares of common stock under the Amended Equity Distribution Agreement at a price of $ 20.00 per share for total net proceeds of $ 42.0 million, after deducting offering commissions and expenses paid by the Company.

In October 2024, the Company issued and sold 4,803,573 shares of common stock under the Amended Equity Distribution Agreement at various prices ranging from $ 21.50 to $ 25.00 per share for total net proceeds of $ 105.3 million, after deducting offering commissions and expenses paid by the Company.

On October 31, 2024, the Company entered into Amendment No.

2 to the Equity Distribution Agreement (as amended, the Second Amended Equity Distribution Agreement), pursuant to which, from time to time, the Company may offer and sell through Piper Sandler up to $ 300.0 million of common stock registered under the Automatic Shelf Registration Statement pursuant to one or more “at the market” offerings.

The Company is not required to sell any shares at any time during the term of the Second Amended Equity Distribution Agreement.

The Company agreed to pay Piper Sandler a commission of up to 3.0 % of the gross sales price of any shares sold pursuant to the Second Amended Equity Distribution Agreement.

In November 2024, the Company issued and sold 3,634,393 shares of common stock under the Second Amended Equity Distribution Agreement at a price of $ 26.25 per share for total net proceeds of $ 93.6 million, after deducting offering commissions and expenses paid by the Company.

As of February 28, 2025, the Company had $ 204.6 million of common stock remaining available for sale under the Second Amended Equity Distribution Agreement.

Registered Direct Offerings

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Refer to Note 7 for more information regarding the 2022 Pre-Funded Warrants.

Public Offering

Net proceeds from the 2024 Public Offering were approximately $ 188.7 million, after deducting offering commissions and expenses of $ 12.5 million.

Refer to Note 7 for more information regarding the 2024 Pre-Funded Warrants.

Liquidity and Management Plans

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The Company anticipates incurring additional losses until such time, if ever, that it can generate significant sales of its drug candidates currently in development.

The accompanying condensed consolidated financial statements have been prepared assuming that the Company will continue as a going concern.

As of August 31, 2024, the Company had cash, cash equivalents and short-term marketable securities of $ 448.1 million and an accumulated deficit of $ 680.2 million.

Management believes that its cash, cash equivalents and short-term marketable securities are sufficient to continue operating activities for at least 12 months following the issuance date of these condensed consolidated financial statements.

The accompanying condensed financial statements have been prepared assuming that the Company will continue as a going concern.

As of February 28, 2025, the Company had cash, cash equivalents and short-term marketable securities of $ 549.7 million and an accumulated deficit of $ 795.1 million.

Future capital requirements will depend on many factors, including the timing and extent of spending on research and development and payments the Company may receive under its collaboration agreements with Sanofi, Gilead and Pfizer or future collaboration agreements, if any.

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Management considered whether there are conditions or events that raise substantial doubt about the Company’s ability to continue as a going concern and evaluated the funds necessary to maintain operations.

Based on the Company’s current forecast of future operating results, the Company has concluded that its cash, cash equivalents and short-term marketable securities are sufficient to continue operating activities for at least 12 months following the issuance date of these condensed consolidated financial statements.

Summary of Significant Accounting Policies

Basis of Presentation

The Company’s condensed consolidated financial statements have been prepared in accordance with U.S.

The Company’s condensed financial statements have been prepared in accordance with U.S.

generally accepted accounting principles (U.S.

GAAP) and applicable rules and regulations of the SEC regarding interim financial reporting.

The Company’s condensed consolidated financial statements have been prepared on the same basis as the annual financial statements and reflect, in the opinion of management, all adjustments of a normal and recurring nature that are necessary for the fair statement of the Company’s financial position as of and for the three and nine months ended August 31, 2024.

The condensed consolidated balance sheet as of November 30, 2023, was derived from the audited annual financial statements as of that date.

The Company’s condensed financial statements have been prepared on the same basis as the annual financial statements and reflect, in the opinion of management, all adjustments of a normal and recurring nature that are necessary for the fair statement of the Company’s financial position as of and for the three months ended February 28, 2025.

The condensed balance sheet as of November 30, 2024, was derived from the audited annual financial statements as of that date.

Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S.

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These interim financial statements and related disclosures have been prepared with the presumption that users of the interim financial statements have read or have access to the audited annual financial statements for the preceding fiscal year.

Accordingly, these financial statements should be read in conjunction with the audited annual financial statements and notes thereto contained in the Company’s Annual Report on Form 10-K for the year ended November 30, 2023, as filed with the SEC on February 15, 2024.

These interim results are not necessarily indicative of results to be expected for the full fiscal year or any future interim period.

Principles of Consolidation

The accompanying condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiary.

All intercompany balances and transactions have been eliminated in consolidation.

Subsequent to November 30, 2023, amounts presented in the financial statements are unconsolidated as the Company had no subsidiaries.

Use of Estimates

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Financial instruments that potentially subject the Company to concentration of credit risk consist of cash, cash equivalents and marketable securities.

The Company’s marketable securities consist of debt securities issued by the U.S.

The Company’s marketable securities consist of debt securities issued by highly rated corporate entities, the U.S.

federal government or state and local governments.

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The extent to which business, political and macroeconomic factors, including increasing financial market volatility and uncertainty, will impact the Company’s business will depend on future developments that are highly uncertain and cannot be predicted at this time.

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the condensed consolidated financial statements and accompanying notes.

The extent to which the increasing financial market volatility and uncertainty may directly or indirectly impact the Company’s financial statements is highly uncertain and subject to change.

The extent to which the increasing financial market volatility and uncertainty may directly or indirectly impact the condensed financial statements is highly uncertain and subject to change.

The Company relies on single source manufacturers and suppliers for the supply of its drug candidates.

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2023‑07, Segment Reporting (Topic 280)—Improvements to Reportable Segment Disclosures (ASU 2023-07), which is intended to improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses.

ASU 2023-07 should be applied on a retrospective basis.

ASU 2023-07 is effective for annual periods beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024.

Early adoption is permitted.

The Company is in the process of evaluating the impact of this new guidance on its disclosures.

This amendment is effective for the Company in the fiscal year beginning December 1, 2024, and interim periods within the fiscal year beginning December 1, 2025, on a retrospective basis with early adoption permitted.

The Company does not expect the adoption of this standard to have a material impact on the Company’s condensed financial statements.

In December 2023, the FASB issued ASU 2023-09—Income Taxes (Topic 740):

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The Company is in the process of evaluating the impact of this new guidance on its disclosures.

In November 2024, the FASB issued ASU 2024-03—Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40):

Disaggregation of Income Statement Expenses (ASU 2024-03), which is intended to enhance transparency into the nature and function of expenses, primarily through additional disclosures on certain cost and expenses.

ASU 2024-03 should be applied on a prospective basis, and retrospective application is permitted.

ASU 2024-03 is effective for annual periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027.

Early adoption is permitted.

The Company is in the process of evaluating the impact of this new guidance on its disclosures.

Collaboration Agreements

In June 2019, the Company entered into a global strategic collaboration agreement with Gilead (as subsequently amended, the Gilead Agreement) to discover, develop and commercialize a pipeline of targeted protein degradation drugs for patients with cancer and other challenging diseases using the Company’s DELigase platform to identify novel agents that utilize E3 ligases to induce degradation of five specified drug targets.

In June 2019, the Company entered into a global strategic collaboration agreement with Gilead (as subsequently amended, the Gilead Agreement) to discover, develop and commercialize a pipeline of targeted protein degradation drugs for patients with cancer and other challenging diseases using the Company’s DEL-AI platform to identify novel agents that utilize E3 ligases to induce degradation of five specified drug targets.

In August 2019 and September 2022, the Company and Gilead entered into the First Amendment and the Second Amendment, respectively, to the Gilead Agreement to clarify certain language of the Gilead Agreement.

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Upon signing the Gilead Agreement, Gilead paid the Company an upfront payment of $ 45.0 million plus $ 3.0 million in additional fees.

In addition, from the signing of the Gilead Agreement to August 31, 2024, the Company has received payments of $ 47.0 million for research milestones and additional payments, $ 20.0 million for a license option exercise payment and $ 15.0 million in research term extension fees.

As of August 31, 2024, the Company is eligible to receive up to approximately $ 1.8 billion in total additional payments, including payments of up to $ 513.5 million upon the achievement of specified research and development milestones, up to $ 60.0 million in certain additional fees related to target licensing and reservation and up to $ 1.2 billion upon the achievement of certain sales milestones.

In addition, from the signing of the Gilead Agreement to February 28, 2025, the Company has received payments of $ 47.0 million for research milestones and additional payments, $ 20.0 million for a license option exercise payment and $ 15.0 million in research term extension fees.

As of February 28, 2025, the Company is eligible to receive up to approximately $ 1.8 billion in total additional payments, including payments of up to $ 513.5 million upon the achievement of specified research and development milestones, up to $ 60.0 million in certain additional fees related to target licensing and reservation and up to $ 1.2 billion upon the achievement of certain sales milestones.

The Company also is eligible to receive mid-single digit to low tens percentage tiered royalties on annual net sales from any commercial products directed to the optioned collaboration targets, subject to certain reductions and excluding sales in the United States of any products for which the Company exercises its option to co-develop and co-promote, for which the parties share profits and losses evenly.

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In order to determine the transaction price, the Company evaluated all the payments to be received during the duration of the contract.

Certain milestone payments and additional fees were considered variable consideration, which were not included in the transaction price based on the most likely amount method as of August 31, 2024.

Certain milestone payments and additional fees were considered variable consideration, which were not included in the transaction price based on the most likely amount method as of February 28, 2025.

The Company re-evaluates the transaction price in each reporting period and as uncertain events are resolved or other changes in circumstances occur.

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Additionally, the Company considered the impact of Gilead terminating the Gilead Agreement prior to the completion of the research services during the five-year initial research term and determined that there were significant economic costs to Gilead for doing so, and as such, did not adjust the contract term.

The initial research term ended in the third quarter of fiscal year 2024.

The Gilead Research Term Extension, which has a term of two years and did not represent a material right at the inception of the Gilead Agreement because it does not contain a significant and incremental discount, is accounted for as a separate contract commencing in June 2024.

The research term extension fee of $ 15.0 million is recognized as collaboration revenue using the cost-based input method over the estimated extended research term of two years , which represents the estimated timing of completion of the identified deliverables.

As of August 31, 2024, no milestones have been achieved related to the extended research term.

As of February 28, 2025, no milestones have been achieved related to the extended research term.

Using the cost-based input method, which the Company determined most faithfully depicts the transfer of its performance obligation to Gilead, the Company recognizes revenue based on actual costs incurred as a percentage of total estimated costs as the Company completes its performance obligation under the contract.

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Total estimated costs are primarily driven by the number of estimated FTEs, which requires significant management judgment.

For the three and nine months ended August 31, 2024, the Company recognized collaboration revenue related to the initial research term under the Gilead Agreement of $ 0.5 million and $ 10.0 million, respectively, all of which was included in deferred revenue as of the beginning of the period.

For the same three and nine months ended August 31, 2024, the Company recognized collaboration revenue related to the Gilead Research Term Extension of $ 1.9 million for both periods, all of which was related to the $ 15.0 million research term extension fee received in the second quarter of fiscal year 2024.

For the three and nine months ended August 31, 2023, the Company recognized collaboration revenue related to the Gilead Agreement of $ 11.6 million and $ 24.7 million, respectively, of which $ 6.6 million and $ 15.1 million, respectively, were included in deferred revenue as of the beginning of the period, and $ 4.7 million and $ 8.0 million, respectively, was related to activities satisfied in previous periods.

The Company also recognized $ 20.0 million in license revenue received pursuant to the Gilead License Option Exercise during the nine months ended August 31, 2023.

As of August 31, 2024, deferred revenue related to the Gilead Agreement was $ 13.1 million, of which $ 9.2 million was current.

As of November 30, 2023, deferred revenue related to the Gilead Agreement was $ 10.0 million, all of which was current.

In December 2019, the Company entered into a strategic collaboration with Genzyme Corporation, a subsidiary of Sanofi, which became effective in January 2020 (as subsequently expanded and amended, the Sanofi Agreement), to discover, develop and commercialize a pipeline of targeted protein degradation drugs for patients with challenging diseases in multiple therapeutic areas using the Company’s DELigase platform to identify small molecules designed to induce degradation of three specified initial drug targets.

For the three months ended February 28, 2025, the Company recognized collaboration revenue related to the Gilead Research Term Extension of $ 1.7 million, all of which was related to the $ 15.0 million research term extension fee received in the second quarter of fiscal year 2024.

For the three months ended February 29, 2024, the Company recognized collaboration revenue related to the Gilead Agreement of $ 4.6 million, all of which was included in deferred revenue as of the beginning of the period.

As of February 28, 2025, deferred revenue related to the Gilead Agreement was $ 9.3 million, of which $ 8.5 million was current.

As of November 30, 2024, deferred revenue related to the Gilead Agreement was $ 11.0 million, of which $ 9.1 million was current.

In December 2019, the Company entered into a strategic collaboration with Genzyme Corporation, a subsidiary of Sanofi, which became effective in January 2020 (as subsequently expanded and amended, the Sanofi Agreement), to discover, develop and commercialize a pipeline of targeted protein degradation drugs for patients with challenging diseases in multiple therapeutic areas using the Company’s DEL-AI platform to identify small molecules designed to induce degradation of three specified initial drug targets.

In January 2021, as part of the existing Sanofi Agreement, Sanofi paid the Company $ 22.0 million to exercise its option to expand the number of targets in the Sanofi Agreement from three to a total of five targets.

In March 2025, the Company earned and received payment of $ 15.0 million for a license extension fee under the Sanofi Agreement.

In January 2021, the Company and Sanofi entered into the First Amendment to the Sanofi Agreement to modify the research term on all targets (the First Sanofi Amendment).

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In August 2022 and November 2023, the Company and Sanofi entered into the Fourth Amendment and Fifth Amendment, respectively, to the Sanofi Agreement to modify the research plan for certain targets, which had no impact on revenue recognition.

In March 2024, the Company and Sanofi entered into the Sixth Amendment to the Sanofi Agreement to extend the research term for the collaboration target STAT6 (signal transducer and activator of transcription 6), a key drug target in type 2 inflammation, by two years (the Sixth Sanofi Amendment), which is expected to increase overall forecasted costs and have an impact on revenue recognition.

In March 2024, the Company and Sanofi entered into the Sixth Amendment to the Sanofi Agreement to extend the research term for the collaboration target STAT6, a key drug target in type 2 inflammation, by two years (the Sixth Sanofi Amendment), which increased overall forecasted costs and had an impact on revenue recognition.

Under the Sanofi Agreement, Sanofi has exclusive rights and is responsible for the clinical development, commercialization and manufacture of drug candidates resulting from the collaboration while the Company retains the option to co-develop, co-promote and co-commercialize all drug candidates in the United States directed to up to two targets, one of which must be selected from a list of targets designated at the execution of the Sanofi Agreement or any replacement of such targets, and one of which must be selected from targets identified by Sanofi as part of their January 2021 expansion.

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Subsequently, in January 2021, Sanofi paid the Company an additional $ 22.0 million to exercise its option to expand the number of targets beyond the initial targets included in the collaboration.

In addition, from the signing of the Sanofi Agreement to August 31, 2024, the Company has received payments of $ 13.0 million for research milestones.

As of August 31, 2024, the Company is eligible to receive up to approximately $ 2.0 billion in total additional payments, including payments of up to $ 389.0 million upon the achievement of specified research and development milestones, up to $ 61.8 million in certain additional fees related to target licensing and reservation, up to $ 500.0 million upon the achievement of specified regulatory milestones and up to $ 1.0 billion upon the achievement of certain sales milestones.

In addition, from the signing of the Sanofi Agreement to February 28, 2025, the Company has received payments of $ 13.0 million for research milestones.

As of February 28, 2025, the Company is eligible to receive up to approximately $ 1.9 billion in total additional payments, including payments of up to $ 389.0 million upon the achievement of specified research and development milestones, up to $ 64.8 million in certain additional fees related to target licensing and reservation, up to $ 500.0 million upon the achievement of specified regulatory milestones and up to $ 1.0 billion upon the achievement of certain sales milestones.

The Company is also eligible to receive mid-single digit to low teen percentage tiered royalties on annual net sales of any commercial products that may result from the collaboration, subject to certain reductions and excluding sales in the United States of any products for which the Company exercises its option to co-develop and co-promote, for which the parties share profits and losses evenly.

6 unchanged sentences

In order to determine the transaction price, the Company evaluated all the payments to be received during the duration of the contract.

Certain milestone payments and additional fees were considered variable consideration, which were not included in the transaction price based on the most likely amount method as of August 31, 2024.

Certain milestone payments and additional fees were considered variable consideration, which were not included in the transaction price based on the most likely amount method as of February 28, 2025.

The Company re-evaluates the transaction price in each reporting period and as uncertain events are resolved or other changes in circumstances occur.

2 unchanged sentences

Revenue is recognized using the cost-based input method over the research term of 4.25 years, the revised research period that was agreed to in January 2021 in the First Sanofi Amendment for certain targets, and 5.25 years, the revised research period due to the target substitutions in July 2022, for certain other targets.

The research period for STAT6 was extended as part of the Sixth Sanofi Amendment and a cumulative effect was recorded in the second quarter of fiscal year 2024.

The research period was extended as part of the Sixth Sanofi Amendment and a cumulative effect was recorded in the second quarter of fiscal year 2024.

Using the cost-based input method, which the Company determined most faithfully depicts the transfer of its performance obligation to Sanofi, the Company recognizes revenue based on actual costs incurred as a percentage of total estimated costs as the Company completes its performance obligation under the contract.

2 unchanged sentences

Total estimated costs are primarily driven by the number of estimated FTEs, which requires significant management judgment.

For the three and nine months ended August 31, 2024, the Company recognized collaboration revenue related to the Sanofi Agreement of $ 5.9 million and $ 16.2 million, respectively, of which $ 5.9 million and $ 14.7 million, respectively, were included in deferred revenue as of the beginning of the period, and zero and $ 1.2 million, respectively, was related to activities satisfied in previous periods.

For the three and nine months ended August 31, 2023, the Company recognized collaboration revenue related to the Sanofi Agreement of $ 6.8 million and $ 17.1 million, respectively, of which $ 5.6 million and $ 15.4 million, respectively, were included in deferred revenue as of the beginning of the period, and $ 1.1 million for both periods was related to activities satisfied in previous periods.

As of August 31, 2024, deferred revenue related to the Sanofi Agreement was $ 14.6 million, all of which was current.

As of November 30, 2023, deferred revenue related to the Sanofi Agreement was $ 24.9 million, of which $ 20.3 million was current, and included $ 4.0 million in contract assets representing the unbilled amount related to the research milestone achieved in November 2023.

For the three months ended February 28, 2025, the Company recognized collaboration revenue related to the Sanofi Agreement of $ 12.8 million, of which $ 6.0 million was included in deferred revenue as of the beginning of the period, and $ 6.2 million was related to activities satisfied in previous periods.

For the three months ended February 29, 2024, the Company recognized collaboration revenue related to the Sanofi Agreement of $ 8.3 million, of which $ 6.8 million was included in deferred revenue as of the beginning of the period, and $ 1.3 million was related to activities satisfied in previous periods.

As of February 28, 2025, other current assets related to the Sanofi Agreement were $ 3.6 million, which included $ 7.0 million in contract assets representing the unbilled amount related to the research milestone achieved in February 2025, net of deferred revenue.

As of November 30, 2024, deferred revenue related to the Sanofi Agreement was $ 9.1 million, all of which was current.

In September 2023, the Company entered into a strategic collaboration with Seagen Inc.

8 unchanged sentences

Under the terms of the Pfizer Agreement, the Company received an upfront payment of $ 60.0 million.

In addition, from the signing of the Pfizer Agreement to August 31, 2024, the Company has received a payment of $ 5.0 million in connection with the achievement of a research milestone.

The Company is eligible to receive up to approximately $ 3.4 billion in contingent payments across multiple programs, including payments of up to $ 631.0 million upon the achievement of specified research and development milestones, up to $ 19.5 million in certain additional fees related to target licensing and reservation, up to $ 873.0 million upon the achievement of specified regulatory milestones and up to $ 1.8 billion upon the achievement of certain sales milestones.

In addition, from the signing of the Pfizer Agreement to February 28, 2025, the Company has received payments of $ 10.0 million for research milestones.

As of February 28, 2025, the Company is eligible to receive up to approximately $ 3.4 billion in contingent payments across multiple programs, including payments of up to $ 626.0 million upon the achievement of specified research and development milestones, up to $ 19.5 million in certain additional fees related to target licensing and reservation, up to $ 873.0 million upon the achievement of specified regulatory milestones and up to $ 1.8 billion upon the achievement of certain sales milestones.

The Company is also eligible for mid-single to low double digit percentage tiered royalties on future sales.

6 unchanged sentences

In order to determine the transaction price, the Company evaluated all the payments to be received during the duration of the contract.

Milestone payments and additional fees were considered variable consideration, which were not included in the transaction price based on the most likely amount method as of August 31, 2024.

Milestone payments and additional fees were considered variable consideration, which were not included in the transaction price based on the most likely amount method as of February 28, 2025.

The Company re-evaluates the transaction price in each reporting period and as uncertain events are resolved or other changes in circumstances occur.

The Company determined that the transaction price at the inception of the Pfizer Agreement consisted of the upfront payment of $ 60.0 million.

Subsequently, upon the achievement of a research milestone, $ 5.0 million in variable consideration was added to the transaction price and a cumulative effect was recorded as revenue in the period the transaction price increased.

The transaction price is recognized as collaboration revenue using the cost-based input method over the estimated research term of four years , which represents the estimated period to complete the identified deliverables.

Subsequently, upon achievement of research milestones, $ 10.0 million in variable consideration was added to the transaction price and a cumulative effect was recorded as revenue in the period the transaction price increased.

The transaction price is recognized as collaboration revenue using the cost-based input method over the estimated research term of four years , not to extend beyond six years , which represents the estimated period to complete the identified deliverables.

Additionally, the Company considered the impact of Pfizer terminating the Pfizer Agreement prior to the completion of the research services during the initial four-year research term and determined that there were significant economic costs to Pfizer for doing so, and as such, did not adjust the contract term.

3 unchanged sentences

Total estimated costs are primarily driven by the number of estimated FTEs, which requires significant management judgment.

For the three and nine months ended August 31, 2024, the Company recognized collaboration revenue related to the Pfizer Agreement of $ 4.2 million and $ 13.1 million, respectively, of which $ 4.2 million and $ 12.3 million, respectively, were included in deferred revenue as of the beginning of the period, and zero and $ 0.1 million, respectively, was related to activities satisfied in previous periods.

As of August 31, 2024, deferred revenue related to the Pfizer Agreement was $ 50.2 million, of which $ 24.2 million was current.

As of November 30, 2023, deferred revenue related to the Pfizer Agreement was $ 58.3 million, of which $ 17.9 million was current.

Condensed Consolidated Balance Sheet Components

For the three months ended February 28, 2025, the Company recognized collaboration revenue related to the Pfizer Agreement of $ 4.0 million, all of which was included in deferred revenue as of the beginning of the period.

For the three months ended February 29, 2024, the Company recognized collaboration revenue related to the Pfizer Agreement of $ 3.7 million, all of which was included in deferred revenue as of the beginning of the period.

As of February 28, 2025, deferred revenue related to the Pfizer Agreement was $ 45.5 million, of which $ 22.1 million was current.

As of November 30, 2024, deferred revenue related to the Pfizer Agreement was $ 44.5 million, of which $ 20.0 million was current, and included $ 5.0 million in contract assets representing the unbilled amount related to the research milestone achieved in November 2024.

Condensed Balance Sheet Components

Property and Equipment, Net

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Accrued compensation $ 19,891 $ 16,631

Accrued clinical, contract research and lab supplies 12,719 7,131

Accrued contract research and lab supplies 12,004 11,599

Accrued clinical 6,704 4,637

Accrued professional services 1,741 1,615

12 unchanged sentences

The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires management to make judgments and considers factors specific to the asset or liability.

The following tables present the Company’s investments, which consist of cash equivalents and available-for-sale marketable securities, that are measured at fair value on a recurring basis as of August 31, 2024 and November 30, 2023 (in thousands):

August 31, 2024 Level Amortized

The following tables present the Company’s investments, which consist of cash equivalents and available-for-sale marketable securities, that are measured at fair value on a recurring basis as of February 28, 2025 and November 30, 2024 (in thousands):

February 28, 2025 Level Amortized

cost Unrealized

4 unchanged sentences

government agency securities Level 2 33,828 25 ( 8 ) 33,845

Long-term marketable securities:

treasury securities Level 1 1,984 14 — 1,998

government agency securities Level 2 7,494 1 ( 21 ) 7,474

Total $ 542,872 $ 266 $ ( 40 ) $ 543,098

1 unchanged sentence

Included in marketable securities, current $ 473,538 $ 266 $ ( 40 ) $ 473,764

Included in marketable securities, non-current $ 9,478 $ 15 $ ( 21 ) $ 9,472

November 30, 2024 Level Amortized

4 unchanged sentences

treasury securities Level 1 470,607 271 ( 138 ) 470,740

Corporate debt securities Level 2 3,487 — ( 56 ) 3,431

government agency securities Level 2 28,829 32 ( 15 ) 28,846

Long-term marketable securities:

government agency securities Level 2 7,490 — ( 69 ) 7,421

Total $ 589,816 $ 303 $ ( 153 ) $ 589,966

1 unchanged sentence

Included in marketable securities, current $ 499,436 $ 303 $ ( 153 ) $ 499,586

Included in marketable securities, non-current $ 7,490 $ — $ ( 69 ) $ 7,421

The accrued interest receivable related to the Company’s marketable securities was $ 0.8 million as of both August 31, 2024, and November 30, 2023, and was included in prepaid expenses and other current assets on the condensed consolidated balance sheet.

Long-term marketable securities held by the Company generally mature within two years from the balance sheet date.

The following tables summarize the available-for-sale marketable securities in an unrealized loss position for which an allowance for credit losses has not been recorded as of February 28, 2025 and November 30, 2024, aggregated by investment category and length of time in a continuous unrealized loss position (in thousands):

Less than 12 months Greater than 12 months Total

February 28, 2025 Fair Value Gross Unrealized Loss Fair Value Gross Unrealized Loss Fair Value Gross Unrealized Loss

treasury securities $ 89,954 $ ( 32 ) $ — $ — $ 89,954 $ ( 32 )

government agency securities — — 3,989 ( 8 ) 3,989 ( 8 )

Total $ 89,954 $ ( 32 ) $ 3,989 $ ( 8 ) $ 93,943 $ ( 40 )

Less than 12 months Greater than 12 months Total

November 30, 2024 Fair Value Gross Unrealized Loss Fair Value Gross Unrealized Loss Fair Value Gross Unrealized Loss

treasury securities $ 166,161 $ ( 138 ) $ — $ — $ 166,161 $ ( 138 )

government agency securities — — 3,981 ( 15 ) 3,981 ( 15 )

Total $ 166,161 $ ( 138 ) $ 3,981 $ ( 15 ) $ 170,142 $ ( 153 )

The accrued interest receivable related to the Company’s marketable securities was $ 2.1 million and $ 1.5 million as of February 28, 2025 and November 30, 2024, respectively, and was included in prepaid expenses and other current assets on the condensed balance sheet.

The Company classifies its money market funds and U.S.

5 unchanged sentences

These inputs include reported trades of and broker/dealer quotes on the same or similar securities, issuer credit spreads, benchmark securities, prepayment/default projections based on historical data and other observable inputs.

There were no transfers of financial instruments between valuation levels during the three and nine months ended August 31, 2024 and 2023.

As of August 31, 2024 and November 30, 2023, the unrealized losses for available-for-sale securities were non-credit related, and the Company does not intend to sell the securities that were in an unrealized loss position, nor will it be required to sell those securities before recovery of their amortized cost basis, which may be maturity.

As of August 31, 2024, and November 30, 2023, no allowance for credit losses for the Company’s marketable securities was recorded.

During the three and nine months ended August 31, 2024 and 2023, the Company did not recognize any impairment losses related to marketable securities.

There were no transfers of financial instruments between valuation levels during the three months ended February 28, 2025 and February 29, 2024.

As of February 28, 2025 and November 30, 2024, the unrealized losses for available-for-sale securities were non-credit related, and the Company does not intend to sell the securities that were in an unrealized loss position, nor will it be required to sell those securities before recovery of their amortized cost basis, which may be maturity.

As of February 28, 2025, and November 30, 2024, no allowance for credit losses for the Company’s marketable securities was recorded.

During the three months ended February 28, 2025 and February 29, 2024, the Company did not recognize any impairment losses related to marketable securities.

Commitments and Contingencies

4 unchanged sentences

Legal fees and other costs associated with such actions are expensed as incurred.

As of August 31, 2024, the Company was not a party to any material legal proceedings.

As of February 28, 2025, the Company was not a party to any material legal proceedings.

Indemnifications

3 unchanged sentences

It is not possible to determine the maximum potential amount under these indemnification obligations due to the limited history of prior indemnification claims and the unique facts and circumstances involved in each particular agreement.

The Company has not incurred any material costs as a result of such indemnifications and has not accrued any liabilities related to such obligations in these condensed consolidated financial statements as management believes such liability is immaterial.

The Company has not incurred any material costs as a result of such indemnifications and has not accrued any liabilities related to such obligations in these condensed financial statements.

In addition, the Company has entered into indemnification agreements with directors and certain officers and employees that will require the Company, among other things, to indemnify them against certain liabilities that may arise by reason of their status or service as directors, officers or employees.

No demands have been made upon the Company to provide indemnification under such agreements, and thus, there are no claims that the Company is aware of that could have a material effect on the Company’s condensed consolidated financial statements.

The maximum potential amount of future payments the Company could be required to make under these indemnification agreements is not specified in the agreements.

4 unchanged sentences

The Company had an option to renew these leases for an additional two years , and the option expired.

In September 2024, an amendment was signed to extend the lease term for these leases through October 2025, and the minimum rent payable by the Company pursuant to this amendment is approximately $ 0.4 million per month.

In September 2024, an amendment was signed to extend the lease term for these leases through October 2025.

The minimum rent payable by the Company pursuant to the lease amendment is approximately $ 0.4 million per month.

The lease amendment did not have a material impact on the Company's condensed financial statements.

In July 2021, the Company entered into a lease agreement for the lease of approximately 19,320 square feet of office space in a different building in San Francisco, California (the Mission Bay Lease).

3 unchanged sentences

In September 2024, the Mission Bay Lease was further amended (the Third Amendment) to extend the lease term through October 2025, and the minimum rent payable by the Company under the Third Amendment is approximately $ 0.1 million per month.

The lease amendments did not have a material impact on the Company's condensed financial statements.

In March 2022, the Company entered into a lease agreement for the lease of approximately 46,434 square feet of office space in The Woodlands, Texas.

3 unchanged sentences

The lease commenced in September 2023 when the underlying assets became available for use and will expire in March 2035.

On February 21, 2025, the Company entered into a lease agreement (the Brisbane Lease) with Janssen Research & Development, LLC (Janssen) and HCP LS Brisbane, LLC, effective as of February 21, 2025, to sublease from Janssen approximately 159,959 square feet of office space located at 1600 Sierra Point Parkway, Brisbane, California for a research and development laboratory and office space.

The commencement date of the Brisbane Lease is expected to be in the first half of 2025, and the lease will expire on September 30, 2031, unless terminated earlier.

Future minimum lease payments under the Brisbane Lease total $ 44.6 million, which does not include the payment of additional rent to cover the Company’s share of annual operating and tax expenses and utilities costs for the building.

As of February 28, 2025, the Company recorded a security deposit of $ 2.4 million, which is classified as other assets, non-current on the balance sheet.

In addition, the sublandlord provided for a tenant improvement allowance of approximately $ 8.0 million, which is expected to be fully utilized.

As of February 28, 2025, the Company has no t recognized a ROU asset or lease liability recorded on the balance sheet for the Brisbane Lease Agreement as the leased space has not been made available for use and the lease has not yet commenced.

The Company is required to pay base rent plus its proportionate share of operating expenses, as defined in the applicable lease agreement on all of its leases.

Variable lease payments related to operating expenses, including utilities, maintenance costs and real estate taxes, were $ 1.8 million and $ 5.2 million for the three and nine months ended August 31, 2024, respectively, and $ 1.6 million and $ 4.6 million for the three and nine months ended August 31, 2023, respectively.

Operating lease expenses, excluding variable lease payments, were $ 2.2 million and $ 6.8 million for the three and nine months ended August 31, 2024, respectively, and $ 1.5 million and $ 4.5 million for the three and nine months ended August 31, 2023, respectively.

Variable lease payments related to operating expenses, including utilities, maintenance costs and real estate taxes, were $ 1.9 million and $ 1.5 million for the three months ended February 28, 2025 and February 29, 2024, respectively.

Operating lease expenses, excluding variable lease payments, were $ 2.2 million and $ 2.3 million for the three months ended February 28, 2025 and February 29, 2024, respectively.

Short-term lease expense was not material for the periods presented.

Other information related to leases were as follows (in thousands):

Nine Months Ended August 31,

Three Months Ended

February 28, 2025 February 29, 2024

Cash paid for amounts included in the measurement of lease liabilities:

Cash flows from operating leases $ 2,151 $ 1,918

The Company’s Restated Certificate of Incorporation authorizes the Company to issue up to 500,000,000 shares of common stock, $ 0.001 par value per share, as of August 31, 2024 and November 30, 2023.

The Company’s Restated Certificate of Incorporation authorizes the Company to issue up to 500,000,000 shares of common stock, $ 0.001 par value per share, as of February 28, 2025 and November 30, 2024.

Holders of common stock are entitled to dividends when and if declared by the Company’s board of directors, subject to the prior rights of the holders of shares of preferred stock.

The holder of each share of common stock is entitled to one vote.

As of August 31, 2024, no dividends have been declared.

As of February 28, 2025, no dividends have been declared.

In July 2022, the Company issued the 2022 Pre-Funded Warrants to purchase an aggregate of 6,814,920 shares of the Company’s common stock at a price of $ 13.939 per pre-funded warrant.

As of August 31, 2024, a total of 6,097,560 of the 2022 Pre-Funded Warrants remained available for exercise.

As of February 28, 2025, a total of 6,097,560 of the 2022 Pre-Funded Warrants remained available for exercise.

In April 2024, the Company issued the 2024 Pre-Funded Warrants to purchase an aggregate of 1,500,100 shares of the Company’s common stock at a price of $ 14.999 per pre-funded warrant.

As of August 31, 2024, all of the 2024 Pre-Funded Warrants remained available for exercise.

As of February 28, 2025, a total of 1,480,349 of the 2024 Pre-Funded Warrants remained available for exercise.

All pre-funded warrants were immediately exercisable at issuance, have an exercise price of $ 0.001 and may be exercised at any time after the date of issuance.

1 unchanged sentence

A holder of the pre-funded warrants may increase or decrease this percentage not in excess of 19.99 % by providing at least 61 days’ prior notice to the Company.

The pre-funded warrants were classified as a component of permanent equity in the Company's condensed consolidated balance sheet as they are freestanding financial instruments that are immediately exercisable, do not embody an obligation for the Company to repurchase its own shares and permit the holders to receive a fixed number of shares of common stock upon exercise.

The pre-funded warrants were classified as a component of permanent equity in the Company’s condensed balance sheet as they are freestanding financial instruments that are immediately exercisable, do not embody an obligation for the Company to repurchase its own shares and permit the holders to receive a fixed number of shares of common stock upon exercise.

All of the shares underlying the pre-funded warrants have been included in the weighted-average number of shares of common stock used to calculate net loss per share, basic and diluted, attributable to common stockholders because the shares may be issued for little or no consideration, are fully vested and are exercisable after the original issuance date of the pre-funded warrants.

Common stock reserved for future issuance, on an as-if converted basis, as of August 31, 2024, and November 30, 2023, consists of the following:

Common stock reserved for future issuance, on an as-if converted basis consists of the following:

2025 November 30,

8 unchanged sentences

The Company’s 2020 Equity Incentive Plan (the 2020 Plan) serves as the successor to the Company’s 2012 Equity Incentive Plan (together with the 2020 Plan, the Stock Plans) and provides for the granting of stock options, stock appreciation rights, restricted stock awards, restricted stock units (RSUs), performance awards and stock bonus awards to employees, directors, consultants, independent contractors and advisors of the Company.

Option activity under the Stock Plans is set forth below:

As of February 28, 2025, the Company had 1,006,856 shares of common stock available for grant under the Stock Plans.

Equity Inducement Plan

In October 2024, the Board adopted and approved the Company’s 2024 Equity Inducement Plan (the 2024 Inducement Plan), which became effective on October 23, 2024.

In accordance with Rule 5635(c)(4) of the Nasdaq listing rules, equity awards under the 2024 Inducement Plan may only be made to an employee if he or she is granted such awards in connection with the commencement of his or her employment with the Company and such grant is a material inducement to his or her entering into employment with the Company.

The Company has reserved 3,000,000 shares of common stock for issuance pursuant to non-qualified stock options and RSUs under the 2024 Inducement Plan.

As of February 28, 2025, the Company had 2,518,800 shares of common stock available for grant under the 2024 Inducement Plan.

Option activity under the Stock Plans and the 2024 Inducement Plan is set forth below:

outstanding Weighted-

3 unchanged sentences

Options forfeited ( 22,435 ) 17.32

Balances as of August 31, 2024 9,854,733 $ 15.49

RSU activity under the Stock Plans is set forth below:

Balances as of February 28, 2025 11,191,041 $ 15.99

RSU activity under the Stock Plans and 2024 Inducement Plan is set forth below:

Number of RSUs Weighted-average grant date fair value

3 unchanged sentences

RSUs forfeited ( 13,115 ) 13.73

Balances as of August 31, 2024 2,081,904 $ 10.85

Balances as of February 28, 2025 3,026,060 $ 14.18

Employee Stock Purchase Plan

Under the Company’s 2020 Employee Stock Purchase Plan (the ESPP), eligible employees are entitled to purchase shares of common stock with accumulated payroll deductions.

During the nine months ended August 31, 2024, the Company issued 276,478 shares of common stock pursuant to the ESPP at a weighted-average price of $ 7.71 per share.

During the three months ended February 28, 2025, the Company issued 83,730 shares of common stock pursuant to the ESPP at a weighted-average price of $ 14.95 per share.

Stock-Based Compensation

Stock-based compensation expense related to the Stock Plans and the ESPP that is included in the Company’s condensed consolidated statements of operations is as follows (in thousands):

Stock-based compensation expense related to the Stock Plans, the 2024 Inducement Plan and the ESPP that is included in the Company’s condensed statements of operations is as follows (in thousands):

Three Months Ended

August 31, Nine Months Ended

2024 2023 2024 2023

February 28, 2025 February 29, 2024

Research and development $ 5,144 $ 3,827

1 unchanged sentence

Total stock-based compensation $ 8,722 $ 7,822

As of August 31, 2024, the total compensation cost related to stock-based awards not yet recognized was $ 55.8 million, which is expected to be amortized on a straight-line basis over the weighted-average remaining vesting period of approximately 2.2 years.

As of February 28, 2025, the total compensation cost related to stock-based awards not yet recognized was $ 83.5 million, which is expected to be amortized on a straight-line basis over the weighted-average remaining vesting period of approximately 2.6 years.

Defined Contribution Plan

2 unchanged sentences

Employees may contribute a percentage of their annual compensation to the plan, subject to statutory limitations.

The Company has made contributions to the 401(k) Plan and recorded contribution expense of $ 0.1 million and $ 0.8 million during the three and nine months ended August 31, 2024, respectively, $ 0.2 million and $ 1.0 million during the three and nine months ended August 31, 2023, respectively.

For the three and nine months ended August 31, 2024, the Company recorded an income tax provision of $ 82,000 and $ 262,000 , respectively.

For the three and nine months ended August 31, 2023, the Company did not record any current income tax expense or provision.

The Company has made contributions to the 401(k) Plan and recorded contribution expense of $ 0.5 million and $ 0.4 million during the three months ended February 28, 2025 and February 29, 2024, respectively.

The Company did no t record any current income tax expense or provision for the three months ended February 28, 2025.

The Company recorded an income tax provision of $ 90,000 for the three months ended February 29, 2024.

Deferred income taxes reflect the net tax effects of loss and credit carryforwards and temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes.

Realization of the deferred tax assets is dependent upon future taxable income, the amount, if any, and timing of which are uncertain.

The Company has generated losses since inception and has established a valuation allowance to offset deferred tax assets as of August 31, 2024 and 2023 due to the uncertainty of realizing future tax benefits from its net operating loss carryforwards and other deferred tax assets.

The Company has generated losses since inception and has established a valuation allowance to offset deferred tax assets as of February 28, 2025 and February 29, 2024 due to the uncertainty of realizing future tax benefits from its net operating loss (NOL) carryforwards and other deferred tax assets.

The Company files income tax returns in the United States and in various states.

4 unchanged sentences

The Company maintains an unrecognized tax benefit related to its California R&D credits for all years.

All of the Company’s tax years will remain open for examination by the federal and state authorities for three and four years, respectively, from the date of the utilization of any net operating losses.

All of the Company’s tax years will remain open for examination by the federal and state authorities for three and four years, respectively, from the date of the utilization of any NOLs.

Net Loss Per Share

1 unchanged sentence

Three Months Ended

August 31, Nine Months Ended

2024 2023 2024 2023

February 28, 2025 February 29, 2024

Net loss $ ( 56,351 ) $ ( 41,518 )

2 unchanged sentences

Net loss per share, basic and diluted $ ( 0.67 ) $ ( 0.76 )

(1) The shares underlying the pre-funded warrants to purchase shares of the Company’s common stock have been included in the calculation of the weighted-average number of shares outstanding, basic and diluted, for the three and nine months ended August 31, 2024 and 2023.

The shares underlying the pre-funded warrants to purchase shares of the Company’s common stock have been included in the calculation of the weighted-average number of shares outstanding, basic and diluted, for the three months ended February 28, 2025 and February 29, 2024.

The following potentially dilutive securities were excluded from the computation of the diluted net loss per share of common stock for the periods presented because their effect would have been anti-dilutive:

February 28, 2025 February 29, 2024

Options to purchase common stock issued and outstanding 11,191,041 9,931,118

5 unchanged sentences

The Company’s Chief Financial Officer is a trustee for the multiple employer welfare association that facilitates the acquisition and administration of the Company’s healthcare plans.

Expenses related to the healthcare plan premiums were $ 1.0 million and $ 3.2 million for the three and nine months ended August 31, 2024, respectively, and $ 1.1 million and $ 3.3 million for the three and nine months ended August 31, 2023, respectively.

As of August 31, 2024 and November 30, 2023, the amount recorded in accounts payable and accrued expenses and other current liabilities in connection with this healthcare plan provider was not material.

Subsequent Events

On October 1, 2024, a holder of the Company’s 2024 Pre-Funded Warrants exercised a warrant to purchase 19,751 shares of the Company’s common stock, resulting in the issuance of 19,750 shares of the Company’s common stock through a cashless exercise.

Between August 31, 2024, and the date of this filing, the Company issued and sold 3,711,770 shares of common stock under the Amended Equity Distribution Agreement at $ 21.50 per share for total net proceeds of $ 78.4 million, after deducting offering commissions and expenses paid by the Company.

As of the date of this filing, the Company had $ 27.3 million of common stock remaining available for sale under the Amended Equity Distribution Agreement.

Expenses related to the healthcare plan premiums were $ 1.3 million and $ 1.1 million for the three months ended February 28, 2025 and February 29, 2024, respectively.

As of February 28, 2025 and November 30, 2024, the amount recorded in accounts payable and accrued expenses and other current liabilities in connection with this healthcare plan provider was not material.

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-Q

Item 1. Financial Statements