Item 5. Other Information
Item 5. Other Information
(a) Entry into a Material Definitive Agreement
On February 21, 2025, the Company entered into a sublease 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.
The foregoing description of the Brisbane Lease does not purport to be complete and is qualified in its entirety by reference to the full text of the Brisbane Lease, a copy of which has been filed as Exhibit 10.1 to this Quarterly Report on Form 10-Q and is incorporated by reference herein.
(c) Director and Section 16 Officer Rule 10b5-1 Trading Arrangements
On February 14, 2025 , Christine Ring , Chief Legal 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 (the Ring Plan), providing for the potential sale of up to 134,160 shares of the Company’s common stock issuable upon the exercise of option awards granted to Dr. Ring under the Company’s 2012 Equity Incentive Plan and 2020 Equity Incentive Plan, so long as the market price of the Company’s common stock is higher than certain minimum threshold prices specified in the Ring Plan. A portion of the shares are expected to be sold in the market to cover the exercise price and taxes associated with the exercise of the options. The remaining shares underlying the options will be sold in the open market at the times and prices specified in the Ring Plan. The first potential sale date under the Ring Plan is May 16, 2025. The Ring Plan expires on January 30, 2026 , 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 three months ended February 28, 2025.
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Item 6. Exhibits
Incorporated by Reference Filed or Furnished Herewith
Exhibit
Number Description Form File No. Exhibit Filing Date
10.1*† Sublease Agreement, dated as of February 21, 2025, between Janssen Research & Development, LLC and the Registrant
X
31.1 Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
X
31.2 Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
X
32.1‡ Certification of Principal Executive Officer and Principal Financial and Accounting Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
X
101.INS Inline XBRL Instance Document - the Instance Document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document X
101.SCH Inline XBRL Taxonomy Extension Schema Document X
101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document X
101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document X
101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document X
101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document X
104 Cover Page Interactive Data File (formatted as Inline XBRL and included in exhibit 101) X
* Registrant has omitted portions of the exhibit as permitted under Item 601(b)(10) of Regulation S-K.
† 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 Quarterly Report on Form 10-Q and are not deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section, nor shall they be deemed incorporated by reference into any filing under the Securities Act of the Exchange Act.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
NURIX THERAPEUTICS, INC.
Date: April 8, 2025
By: /s/ A RTHUR T. S ANDS
Arthur T. Sands, M.D., Ph.D.
President, Chief Executive Officer and Director
(Principal Executive Officer)
Date: April 8, 2025
By: /s/ H ANS VAN H OUTE
Hans van Houte
Chief Financial Officer
(Principal Financial and Accounting Officer)
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Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.