What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2026-01-28 compared with 2025-01-28 · 182 added, 141 removed, 807 unchanged (29% of the section changed)

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Report of Independent Registered Public Accounting Firm (PCAOB ID 238 )

Consolidated Balance Sheets

Consolidated Statements of Operations

Consolidated Statements of Comprehensive Loss

Consolidated Statements of Stockholders’ Equity

Consolidated Statements of Cash Flows

Notes to Consolidated Financial Statements

Balance Sheets

Statements of Operations

Statements of Comprehensive Loss

Statements of Stockholders’ Equity

Statements of Cash Flows

Notes to Financial Statements

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

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Opinions on the Financial Statements and Internal Control over Financial Reporting

We have audited the accompanying 2024 financial statements of Nurix Therapeutics, Inc.

We have audited the accompanying 2025 and 2024 financial statements of Nurix Therapeutics, Inc.

and the 2023 consolidated financial statements of Nurix Therapeutics, Inc.

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Emphasis of Matter

As discussed in Note 1 to the financial statements, the Company will need substantial additional funding to support its continuing operations and pursue its long-term business plan.

As discussed in Note 1 to the financial statements, the Company has incurred significant losses and negative cash flows from operations.

Management's evaluation of the events and conditions related to this matter are also described in Note 1.

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NURIX THERAPEUTICS, INC.

CONSOLIDATED BALANCE SHEETS

BALANCE SHEETS

(in thousands, except share and per share amounts)

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Cash and cash equivalents $ 246,960 $ 109,997

Marketable securities, current 499,586 233,281

Marketable securities

345,981 499,586

Prepaid expenses and other current assets 13,878 9,804

Total current assets 606,819 619,387

Marketable securities, non-current — 7,421

Operating lease right-of-use assets 50,517 28,139

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Additional paid-in capital 1,541,766 1,265,536

Accumulated other comprehensive income (loss) 150 ( 655 )

Accumulated other comprehensive income

Accumulated deficit ( 1,003,226 ) ( 738,769 )

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Total liabilities and stockholders’ equity $ 688,135 $ 669,343

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

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

NURIX THERAPEUTICS, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

STATEMENTS OF OPERATIONS

(in thousands, except share and per share amounts)

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Weighted-average number of shares outstanding, basic and diluted 86,666,907 67,120,266 54,337,901

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

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

NURIX THERAPEUTICS, INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

STATEMENTS OF COMPREHENSIVE LOSS

(in thousands)

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Total comprehensive loss $ ( 264,502 ) $ ( 192,764 ) $ ( 140,284 )

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

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

NURIX THERAPEUTICS, INC.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

STATEMENTS OF STOCKHOLDERS’ EQUITY

(in thousands, except share amounts)

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Balance as of November 30, 2022 47,172,299 $ 47 $ 709,220 $ ( 4,319 ) $ ( 401,252 ) $ 303,696

Issuance of pre-funded warrants, net of issuance costs of $ 234

— — 94,759 — — 94,759

Issuance of common stock in "at the market" financing, net of issuance costs of $ 672

2,000,000 2 19,326 — — 19,328

Exercise of stock options 325,596 — 1,078 — — 1,078

Vesting of restricted stock units 46,028 — — — — —

Vesting of early exercised stock options — — 145 — — 145

Issuance under employee stock purchase plan 136,304 — 1,955 — — 1,955

Stock-based compensation — — 28,200 — — 28,200

Unrealized loss on available-for-sale marketable securities — — — ( 3,711 ) — ( 3,711 )

Net loss — — — — ( 180,360 ) ( 180,360 )

Balance as of November 30, 2022 47,172,299 47 709,220 ( 4,319 ) ( 401,252 ) 303,696

Exercise of pre-funded warrants 717,360 2 — — — 2

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Vesting of early exercised stock options — — 117 — — 117

Issuance under employee stock purchase plan 266,964 — 2,229 — — 2,229

Issuance of common stock under employee stock purchase plan

266,964 — 2,229 — — 2,229

Stock-based compensation — — 33,747 — — 33,747

Unrealized gain on available-for-sale marketable securities

— — — 3,664 — 3,664

Net loss — — — — ( 143,948 ) ( 143,948 )

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Repurchase of unvested early exercised stock

Issuance under employee stock purchase plan 276,478 — 2,132 — — 2,132

( 1,548 ) — — — — —

Issuance of common stock under employee stock purchase plan

276,478 — 2,132 — — 2,132

Stock-based compensation — — 33,943 — — 33,943

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Balance as of November 30, 2024 75,870,718 76 1,265,536 150 ( 738,769 ) 526,993

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

Issuance of common stock, net of issuance costs of $ 15,609

24,485,799 25 234,366 — — 234,391

Exercise of stock options 214,529 1 1,650 — — 1,651

Vesting of restricted stock units 1,043,993 — — — — —

Issuance of common stock under employee stock purchase plan

192,445 — 2,229 — — 2,229

Stock-based compensation — — 37,985 — — 37,985

Unrealized loss on available-for-sale marketable securities — — — ( 45 ) — ( 45 )

Net loss — — — — ( 264,457 ) ( 264,457 )

Balance as of November 30, 2025 101,807,484 $ 102 $ 1,541,766 $ 105 $ ( 1,003,226 ) $ 538,747

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

NURIX THERAPEUTICS, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

STATEMENTS OF CASH FLOWS

(in thousands)

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Stock-based compensation 37,965 33,929 33,673

Net amortization (accretion) of premium (discount) on marketable securities ( 11,288 ) ( 5,421 ) 426

Net accretion of discount on marketable securities

( 10,322 ) ( 11,288 ) ( 5,421 )

Loss on disposal of property and equipment 89 31 556

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Changes in operating assets and liabilities:

Accounts receivable — — 6,000

Prepaid expenses and other assets ( 6,229 ) ( 459 ) 2,139

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Purchases of property and equipment ( 14,002 ) ( 9,273 ) ( 8,401 )

Net cash (used in) provided by investing activities ( 257,713 ) 68,301 27,198

Net cash provided by (used in) investing activities 147,853 ( 257,713 ) 68,301

Cash flows from financing activities

Proceeds from issuances of common stock and pre-funded warrants in equity financing, net of issuance costs 188,732 — 94,759

Proceeds from issuances of common stock in "at the market" financing, net of issuance costs 289,763 — 19,400

Proceeds from issuances of common stock and pre-funded warrants, net of issuance costs 234,762 188,732 —

Proceeds from exercise of stock options and pre-funded warrants 1,651 5,055 988

Proceeds from issuance under employee stock purchase plan 2,132 2,229 1,955

Proceeds from issuance of common stock under employee stock purchase plan

2,229 2,132 2,229

Proceeds from issuances of common stock in "at the market" financing, net of issuance costs — 289,763 —

Repurchase of unvested early exercised stock options — ( 15 ) —

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$ 20 $ 14 $ 74

Issuance costs related to equity financing included in accrued expenses and other current liabilities $ 371 $ — $ —

Deferred issuance costs included in accounts payable and accrued expenses and other current liabilities $ — $ 117 $ —

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Total cash, cash equivalents and restricted cash $ 247,928 $ 110,898 $ 55,528

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

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

NURIX THERAPEUTICS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTES TO FINANCIAL STATEMENTS

Description of Business

Nurix Therapeutics, Inc.

(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 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.

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

The Company is a clinical stage biopharmaceutical company focused on the discovery, development and commercialization of targeted protein degradation medicines, the next frontier in innovative drug design aimed at improving treatment options for patients with cancer and inflammatory diseases.

Powered by a fully artificial intelligence (AI)-integrated discovery engine capable of tackling any protein class, and coupled with leading ligase expertise, the Company holds a differentiated position in translating the science of protein degradation into clinical advancements with the aim of establishing degrader-based treatments at the forefront of patient care.

The Company’s wholly owned, clinical stage pipeline includes targeted protein degraders of Bruton’s tyrosine kinase, a B-cell signaling protein, and inhibitors of Casitas B-lineage lymphoma proto-oncogene B, an E3 ligase that regulates activation of multiple immune cell types including T cells and NK cells.

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

In October 2025, the Company completed an underwritten registered direct offering (the 2025 RDO) and issued 24,485,799 shares of common stock at a price of $ 10.21 per share.

Net proceeds from the 2025 RDO were $ 234.4 million, after deducting underwriting discounts and commissions and offering expenses of $ 15.6 million.

Public Offering

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

As of November 30, 2024, the Company had cash, cash equivalents and short-term marketable securities of $ 609.6 million, working capital of $ 523.5 million and an accumulated deficit of $ 738.8 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 consolidated financial statements.

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

As of November 30, 2025, the Company had cash, cash equivalents and marketable securities of $ 592.9 million, working capital of $ 520.3 million and an accumulated deficit of $ 1.0 billion.

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 consolidated financial statements.

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

Summary of Significant Accounting Policies

Basis of Presentation and Principles of Consolidation

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

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

generally accepted accounting principles (U.S.

GAAP) and include the accounts of the Company and its wholly owned subsidiaries, including DeCART Therapeutics Inc., which was legally dissolved in July 2022.

GAAP) and include the accounts of the Company and its wholly owned subsidiary, DeTIL Therapeutics, Inc., through the date of its dissolution in November 2023.

All intercompany balances and transactions have been eliminated in consolidation.

As of November 30, 2024, the Company has no remaining subsidiaries.

Following the dissolution, the Company had no subsidiaries.

Accordingly, only the financial statements for the year ended November 30, 2023 are presented on a consolidated basis.

Use of Estimates

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The Company bases its estimates on historical experience and on other relevant assumptions that are reasonable under the circumstances.

Actual results could materially differ from those estimates.

Actual results could differ materially from those estimates.

Refer to Note 3 for more information regarding the estimates related to revenue recognition.

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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 consolidated financial statements and accompanying notes.

The extent to which the increasing financial market volatility and uncertainty may directly or indirectly impact the consolidated 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 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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Operating segments are defined as components of an enterprise where separate financial information is evaluated regularly by the chief operating decision maker (CODM) in deciding how to allocate resources and assess performance.

The Company’s CODM is the Chief Executive Officer, who reviews consolidated financial information on a company-wide basis for purposes of allocating resources and assessing financial performance.

The Company’s CODM is the Chief Executive Officer, who reviews financial information on a company-wide basis for purposes of allocating resources and assessing financial performance.

Cash and Cash Equivalents

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Restricted Cash

The Company had $ 0.9 million of restricted cash recorded as a non-current asset as of each of November 30, 2024 and 2023.

Restricted cash as of each of November 30, 2024 and 2023 consisted of $ 0.1 million that serves as collateral for a business credit card account and $ 0.8 million for letters of credit required under operating leases.

These balances are included within the cash, cash equivalents and restricted cash balance in the accompanying consolidated statements of cash flows and separately presented as such in the consolidated balance sheets.

The Company had $ 1.0 million and $ 0.9 million of restricted cash recorded as a non-current asset as of November 30, 2025 and 2024, respectively, and primarily consisted of letters of credit required under operating leases.

These balances are included within the cash, cash equivalents and restricted cash balance in the accompanying statements of cash flows and separately presented as such in the balance sheets.

Fair Value of Financial Instruments

The carrying amounts of the Company’s financial instruments, including cash equivalents, accounts payable and accrued liabilities included in the consolidated financial statements approximate their fair value due to the nature of the financial instruments.

The carrying amounts of the Company’s financial instruments, including cash equivalents, accounts payable and accrued liabilities included in the financial statements approximate their fair value due to the nature of the financial instruments.

Refer to Note 5 for more information regarding the fair value of the Company’s marketable securities.

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Marketable securities consist of money market funds, U.S.

Treasuries, corporate debt securities and U.S.

Treasuries and U.S.

government agency securities.

The Company’s marketable securities are classified as available-for-sale and carried at estimated fair values and reported in cash equivalents, short-term marketable securities or long-term marketable securities.

Management determines the appropriate classification of the marketable securities at the time they are acquired and evaluates the appropriateness of such classifications at each consolidated balance sheet date.

Management determines the appropriate classification of the marketable securities at the time they are acquired and evaluates the appropriateness of such classifications at each balance sheet date.

Marketable securities with contractual maturities greater than 12 months are considered long-term marketable securities.

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The cost of marketable securities sold is based on the specific identification method.

In circumstances when an unrealized loss is determined to be credit-related, or when the Company intends to sell or is more likely than not required to sell a security before it recovers its amortized cost basis, the difference between the fair value and the amortized cost of the security is recognized as interest and other income, net in the consolidated statements of operations, and an allowance for credit loss is recorded on the consolidated balance sheet.

In circumstances when an unrealized loss is determined to be credit-related, or when the Company intends to sell or is more likely than not required to sell a security before it recovers its amortized cost basis, the difference between the fair value and the amortized cost of the security is recognized as interest and other income, net in the statements of operations, and an allowance for credit loss is recorded on the balance sheet.

In circumstances when the decline in fair value is non-credit related, the difference is reported in accumulated other comprehensive income (loss), net of tax as a separate component of stockholders’ equity.

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Tenant improvements are depreciated over the shorter of the lease term or the estimated useful life of the improvements.

When assets are retired or disposed of, the cost together with related accumulated depreciation is removed from the Company’s accounts and the resulting gain or loss is reflected in the consolidated statements of operations.

The Company determines if an arrangement contains a lease and the classification of the lease at inception.

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ROU assets also include any initial direct costs incurred and any lease payments made on or before the lease commencement date, less any lease incentives received.

The Company uses its incremental borrowing rate, if an implicit rate is not readily available, and the information available at the date of lease commencement in determining its lease liabilities.

The Company’s incremental borrowing rate is based on the rate of interest that the Company would have to pay to borrow on a collateralized basis over a similar term, an amount equal to the lease payments in a similar economic environment, and the determination of the rate requires the Company to make certain assumptions and judgements, including on its synthetic credit rating.

The Company uses its incremental borrowing rate, if an implicit rate is not readily determinable, and the information available at the date of lease commencement in determining its lease liabilities.

Leases may include options to extend or early terminate the lease term.

If the Company, using judgement, is reasonably certain that an option will be exercised, then the option will be included in the calculation of the lease term.

If the Company, using judgment, is reasonably certain that an option will be exercised, then the option will be included in the calculation of the lease term.

The Company elected to combine lease and non-lease components for all underlying assets groups, and not recognize ROU assets or lease liabilities for short-term leases.

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Amortization of such costs begins when the project is substantially complete and ready for its intended use.

Capitalized software development costs are classified as property and equipment, net on the consolidated balance sheet.

Capitalized software development costs are classified as property and equipment, net on the balance sheet.

The Company expenses costs incurred related to the planning and post-implementation phases of development as incurred.

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Should a planned equity financing be abandoned, terminated or significantly delayed, the deferred offering costs are immediately written off to operating expenses.

As of November 30, 2024 and 2023, there was $ 0.1 million and $ 0.5 million, respectively, of deferred offering costs included in other assets on the consolidated balance sheet.

As of November 30, 2025 and 2024, there was $ 0.1 million of deferred offering costs included in other assets on the balance sheet.

Revenue Recognition

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Deferred revenue, which is a contract liability, represents net amounts received by the Company for which the related revenues have not been recognized because one or more of the revenue recognition criteria have not been met.

The current portion of deferred revenue represents the amount to be recognized within one year from the consolidated balance sheet date based on the estimated performance period of the underlying performance obligation.

The current portion of deferred revenue represents the amount to be recognized within one year from the balance sheet date based on the estimated performance period of the underlying performance obligation.

The non-current portion of deferred revenue represents amounts to be recognized after one year through the end of the performance period of the performance obligation.

All revenue was derived from customers located in the United States during the years ended November 30, 2024, 2023 and 2022.

Research and Development Expenses

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The Company records accrued expenses for estimated costs of research and development activities conducted by third-party service providers, which include preclinical studies and clinical trials and contract manufacturing activities.

The Company records the estimated costs of research and development activities based upon the estimated amount of services provided but not yet invoiced and includes these costs in accrued expenses and other current liabilities on the consolidated balance sheet.

The Company estimates the amount of work completed through discussions with internal personnel and external service providers as to the progress or stage of completion of the services and the agreed-upon fee to be paid for such services.

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It is the Company’s policy to include penalties and interest expense related to income taxes as a component of the provision for income taxes.

Non-income-based taxes are expensed as incurred within operating expenses on the consolidated statements of operations.

Non-income-based taxes are expensed as incurred within operating expenses on the statements of operations.

Comprehensive loss

Comprehensive loss represents the net loss for the period and other comprehensive income (loss).

Other comprehensive income (loss) reflects certain gains and losses that are recorded as a component of stockholders’ equity (deficit) and are not reflected in the consolidated statements of operations.

Other comprehensive income (loss) reflects certain gains and losses that are recorded as a component of stockholders’ equity (deficit) and are not reflected in the statements of operations.

The Company’s other comprehensive income (loss) consists of changes in unrealized gains and losses on available-for-sale marketable securities.

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Diluted net loss per share is the same as basic net loss per share, since the effects of potentially dilutive securities are antidilutive given the net loss for each period presented.

Recent Accounting Pronouncements Not Yet Adopted

Recently Adopted Accounting Pronouncements

In November 2023, the Financial Accounting Standards Board (FASB) issued Accounting Standard Update (ASU) No.

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

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 adopted ASU 2023-07 for the annual reporting period ended November 30, 2025.

The adoption of this standard did not have a material impact on the Company’s financial statements.

Recent Accounting Pronouncements Not Yet Adopted

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 September 2025, the FASB issued ASU 2025-06— Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40):

Targeted Improvements to the Accounting for Internal-Use Software (ASU 2025-06), which is intended to simplify the capitalization guidance for internal-use software by removing references to project stages and clarifying when the capitalizing of eligible costs is required.

ASU 2025-06 is effective for annual periods beginning after December 15, 2027, and interim periods within those fiscal years.

Early adoption is permitted.

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

Collaboration Agreements

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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 November 30, 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.

In addition, from the signing of the Gilead Agreement to November 30, 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, $ 15.0 million in research term extension fees and $ 5.0 million for a clinical milestone payment.

As of November 30, 2025, the Company is eligible to receive up to approximately $ 1.8 billion in total additional payments, including payments of up to $ 508.5 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.

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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.

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

For the year ended November 30, 2024, the Company recognized collaboration revenue related to the initial research term under the Gilead Agreement of $ 10.0 million, all of which was included in deferred revenue as of the beginning of the period.

The Company also recognized collaboration revenue related to the Gilead Research Term Extension of $ 4.0 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 year ended November 30, 2025, the Company recognized collaboration revenue related to the Gilead Research Extension of $ 7.1 million, all of which was included in deferred revenue as of the beginning of the period.

The Company also recognized $ 5.0 million for a clinical milestone payment received during the year ended November 30, 2025.

For the year ended November 30, 2024, the Company recognized collaboration revenue related to the Gilead Research Extension of $ 4.0 million, all of which was related to the $ 15.0 million research term extension fee received in the second quarter of fiscal year 2024.

The Company also recognized collaboration revenue related to the initial research term under the Gilead Agreement of $ 10.0 million, all of which was included in deferred revenue as of the beginning of the period.

For the year ended November 30, 2023, the Company recognized collaboration revenue related to the Gilead Agreement of $ 29.9 million, of which $ 20.3 million was included in deferred revenue as of the beginning of the period, and $ 7.9 million 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 year ended November 30, 2023.

For the year ended November 30, 2022, the Company recognized collaboration revenue related to the Gilead Agreement of $ 23.7 million, of which $ 18.4 million was included in deferred revenue as of the beginning of the period, and $ 4.0 million was related to activities satisfied in previous periods.

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

As of November 30, 2025, deferred revenue related to the Gilead Agreement was $ 3.8 million, all of which 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.

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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, a key drug target in type 2 inflammation, by two years (the Sixth Sanofi Amendment), which has increased overall forecasted costs and has 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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The collaboration excludes the Company’s current internal protein degradation programs for which it retains all rights, and also excludes its future internal programs, provided that the Company distinguished future programs as excluded from the scope of the collaboration.

In March 2025, Sanofi exercised its right to exclusively license one target (the First Sanofi License Extension), the first development candidate resulting from the Sanofi Agreement.

This right did not represent a material right at contract inception, since it was not offered for free or at a discount.

Pursuant to the Sanofi Agreement, the Company received a license extension fee payment of $ 15.0 million in March 2025 for the First Sanofi License Extension.

In May 2025, Sanofi exercised its right to exclusively license a second target (the Second Sanofi License Extension, and together with the First Sanofi License Extension, the Sanofi License Extensions), the second development candidate resulting from the Sanofi Agreement.

This right also did not represent a material right at contract inception, since it was not offered for free or at a discount.

Pursuant to the Sanofi Agreement, the Company received a license extension fee payment of $ 15.0 million in June 2025 for the Second Sanofi License Extension.

The license to the functional intellectual property and all goods and services related to both the First Sanofi License Extension and the Second Sanofi License Extension were transferred during the second quarter of fiscal year 2025.

For drug targets that are subject to the collaboration, the Company has primary responsibility for conducting preclinical research activities (including target validation, drug discovery, identification or synthesis) in accordance with the applicable research plan agreed to by the parties and established on a target-by-target basis.

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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 November 30, 2024, the Company has received payments of $ 13.0 million for research milestones.

As of November 30, 2024, 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 $ 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 November 30, 2025, the Company has received payments of $ 20.0 million for research milestones and $ 30.0 million for license extension fees.

As of November 30, 2025, the Company is eligible to receive up to approximately $ 930.0 million in total additional payments, including payments of up to $ 180.0 million upon the achievement of specified research and development milestones, up to $ 250.0 million upon the achievement of specified regulatory milestones and up to $ 500.0 million 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.

12 unchanged sentences

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.

The research term ended in the second quarter of fiscal year 2025.

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.

3 unchanged sentences

For the year ended November 30, 2025, the Company recognized collaboration revenue related to the Sanofi Agreement of $ 16.1 million, of which $ 9.1 million was included in deferred revenue as of the beginning of the period, and $ 6.4 million was related to activities satisfied in previous periods.

The Company also recognized $ 30.0 million in license revenue received pursuant to the Sanofi License Extensions during the year ended November 30, 2025.

For the year ended November 30, 2024, the Company recognized collaboration revenue related to the Sanofi Agreement of $ 21.7 million, of which $ 20.2 million was included in deferred revenue as of the beginning of the period, and $ 1.1 million was related to activities satisfied in previous periods.

For the year ended November 30, 2023, the Company recognized collaboration revenue related to the Sanofi Agreement of $ 25.4 million, of which $ 21.0 million was included in deferred revenue as of the beginning of the period, and $ 2.6 million was related to activities satisfied in previous periods.

As of November 30, 2025, deferred revenue related to the Sanofi Agreement was zero and all performance obligations were satisfied.

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

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 November 30, 2024, the Company has received a payment of $ 5.0 million in connection with the achievement of a research milestone in May 2024.

Additionally, the Company achieved another research milestones in November 2024 and received a payment of $ 5.0 million in January 2025 as a result.

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.

In addition, from the signing of the Pfizer Agreement to November 30, 2025, the Company has received payments of $ 10.0 million for research milestones.

Additionally, the Company achieved another research milestone in November 2025 of $ 5.0 million.

As of November 30, 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.

9 unchanged sentences

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 research milestones in May 2024 and November 2024, $ 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 4 years, not to extend beyond 6 years , which represents the estimated period to complete the identified deliverables.

Subsequently, upon achievement of research milestones, $ 15.0 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.

4 unchanged sentences

For the year ended November 30, 2025, the Company recognized collaboration revenue related to the Pfizer Agreement of $ 25.7 million, of which $ 22.6 million was included in deferred revenue as of the beginning of the period and $ 1.8 million was related to activities satisfied in previous periods.

For the year ended November 30, 2024, the Company recognized collaboration revenue related to the Pfizer Agreement of $ 18.8 million, of which $ 16.6 million was included in deferred revenue as of the beginning of the period and $ 0.3 million was related to activities satisfied in previous periods.

For the year ended November 30, 2023, the Company recognized collaboration revenue related to the Pfizer Agreement of $ 1.7 million.

As of November 30, 2025, deferred revenue related to the Pfizer Agreement was $ 23.8 million, of which $ 13.8 million was current, and included $ 5.0 million in contract assets representing the unbilled amount related to the research milestone achieved in November 2025.

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

Consolidated Balance Sheet Components

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.

Balance Sheet Components

Property and Equipment, Net

10 unchanged sentences

For the years ended November 30, 2025, 2024 and 2023, depreciation and amortization expense was $ 8.7 million, $ 9.3 million and $ 7.5 million, respectively, which includes amortization expense related to capitalized software of $ 0.6 million, $ 1.3 million and $ 1.4 million, respectively.

All long-lived assets are maintained in the United States.

Accrued Expenses and Other Current Liabilities

24 unchanged sentences

treasury securities Level 1 345,876 115 ( 10 ) 345,981

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

Total $ 587,240 $ 115 $ ( 10 ) $ 587,345

7 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 following table summarizes the available-for-sale marketable securities in an unrealized loss position for which an allowance for credit losses has not been recorded as of November 30, 2024 and 2023, aggregated by investment category and length of time in a continuous unrealized loss position (in thousands):

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 November 30, 2025 and 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

1 unchanged sentence

treasury securities $ 68,755 $ ( 10 ) $ — $ — $ 68,755 $ ( 10 )

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

Total $ 68,755 $ ( 10 ) $ — $ — $ 68,755 $ ( 10 )

2 unchanged sentences

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

Corporate debt securities — — 3,431 ( 56 ) 3,431 ( 56 )

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 $ 1.5 million and $ 0.8 million as of November 30, 2024 and 2023, respectively, and was included in prepaid expenses and other current assets on the consolidated balance sheet.

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

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

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

treasury securities, which are valued based on quoted market prices in active markets with no valuation adjustment, as Level 1 assets within the fair value hierarchy.

The Company classifies its marketable securities in corporate debt securities and U.S.

The Company classifies its marketable securities in U.S.

government agency securities as Level 2 assets within the fair value hierarchy.

3 unchanged sentences

There were no transfers of financial instruments between valuation levels during the years ended November 30, 2025 and 2024.

As of November 30, 2024 and 2023, the unrealized losses for available-for-sale marketable 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 November 30, 2025 and 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 November 30, 2025 and 2024, no allowance for credit losses for the Company’s marketable securities was recorded.

12 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 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 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 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.

2 unchanged sentences

The Company leases office and laboratory facilities totaling approximately 57,902 square feet within the same building in San Francisco, California under several lease agreements.

The terms of these lease agreements expire in April 2025.

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.

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

These lease agreements were originally scheduled to expire in April 2025.

In September 2024, the leases were amended to extend the lease term through October 2025, and in October 2025, a second amendment extended the term through December 2025.

The minimum rent payable by the Company pursuant to the lease amendments is approximately $ 0.3 million per month.

The lease amendments did not have a material impact on the Company’s 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).

The lease commenced in December 2021 and was scheduled to expire in June 2024.

In March 2024, the Company entered into a second amendment (the Second Amendment) to the Mission Bay Lease, pursuant to which the lease term was extended through April 2025.

The minimum rent payable by the Company under the Second Amendment is approximately $ 0.1 million per month.

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 consolidated financial statements.

The lease commenced in December 2021 and was originally scheduled to expire in June 2024.

The Mission Bay Lease was amended in March 2024 to extend the term through April 2025, it was amended in September 2024 to extend the term through October 2025, and it was amended in October 2025 to extend the term through December 2025.

The minimum rent payable by the Company is approximately $ 0.1 million per month under each amendment.

The Mission Bay Lease amendments did not have a material impact on the Company’s 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.

2 unchanged sentences

The Company has an option to renew for two additional terms of five years each, and the renewal terms have not been included in the lease term used to calculate the ROU asset and lease liability as it is not reasonably certain that the Company will exercise the option.

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

The lease commenced in September 2023 when the underlying assets became available for use.

In February 2025, the Company entered into a lease agreement (the Brisbane Lease) for the lease of 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 lease commenced in March 2025 when the underlying assets became available for use and the Company recorded a $ 26.7 million ROU asset and lease liability on the balance sheet.

A security deposit of $ 2.4 million was also recorded in other assets, non-current on the balance sheet.

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

In May 2025, the Brisbane Lease was amended to include an additional 35,929 square feet of office space located at 1400 Sierra Point Parkway, Brisbane, California.

The lease for the additional space commenced in June 2025 when the underlying assets became available for use and the Company recorded a $ 5.8 million ROU asset and lease liability on the balance sheet.

A security deposit of $ 0.5 million was also recorded in other assets, non-current on the balance sheet.

The Brisbane Lease, as amended, will expire on September 30, 2031, unless terminated earlier.

Future minimum lease payments under the Brisbane Lease, as amended, total $ 52.3 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 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.

13 unchanged sentences

imputed interest ( 18,769 )

tenant improvement allowance $ ( 7,998 )

Total operating lease liabilities $ 55,730

13 unchanged sentences

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 on the 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 on the 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.

17 unchanged sentences

Shares of common stock subject to awards granted under the 2012 Plan that cease to be subject to such awards by forfeiture or otherwise will be available for issuance under the 2020 Plan.

As of November 30, 2024, there were 3,192,811 shares of common stock reserved for future issuance pursuant to the 2020 Plan and the 2024 Inducement Plan (defined below).

As of November 30, 2025, there were 1,113,277 shares of common stock reserved for future issuance pursuant to the 2020 Plan.

Equity Inducement Plan

2 unchanged sentences

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 November 30, 2024, no shares had been issued under the 2024 Inducement Plan.

As of November 30, 2025, there were 2,033,200 shares of common stock reserved for future issuance pursuant to the 2024 Inducement Plan.

Stock options

53 unchanged sentences

Stock-Based Compensation

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

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

Year Ended November 30,

3 unchanged sentences

Total stock-based compensation $ 37,965 $ 33,929 $ 33,673

During the years ended November 30, 2024, 2023 and 2022, capitalized stock-based compensation related to internal-use software development was $ 14,000 , $ 74,000 and $ 69,000 , respectively.

As of November 30, 2025, the total compensation cost related to stock-based awards not yet recognized was $ 56.1 million, which is expected to be amortized on a straight-line basis over the weighted-average remaining vesting period of approximately 2.16 years.

4 unchanged sentences

The Company has made contributions to the 401(k) Plan and recorded contribution expense of $ 1.2 million, $ 0.9 million and $ 1.0 million during the years ended November 30, 2025, 2024 and 2023, respectively.

For the year ended November 30, 2024, the Company recorded an income tax provision of $ 270,000 .

For the years ended November 30, 2023 and 2022, the Company did no t record any current income tax expense or provision.

For the years ended November 30, 2025 and 2024, the Company recorded an income tax provision of $ 760,000 and $ 270,000 , respectively.

For the year ended November 30, 2023, the Company did no t record any current income tax expense or provision.

The Company has generated net operating losses (NOLs) since inception and has established a valuation allowance against its deferred tax assets due to the uncertainty surrounding the realization of such assets.

6 unchanged sentences

Federal $ — $ 270 $ —

State 760 — —

Total provision for income taxes $ 760 $ 270 $ —

40 unchanged sentences

Unrecognized Tax Benefits

The Company has recorded a liability related to uncertain tax positions in the consolidated financial statements.

The Company has unrecognized tax benefits of $ 21.9 million as of November 30, 2024, all of which are offset by a full valuation allowance.

There are no tax benefits included in the balance of unrecognized tax benefits that, if recognized, would affect the effective tax rate.

There are no interest and penalties accrued as of November 30, 2024.

The Company has recorded a liability related to uncertain tax positions in the financial statements.

The Company has unrecognized tax benefits of $ 32.3 million as of November 30, 2025, of which $ 31.8 million are offset by a valuation allowance.

There are $ 0.5 million of uncertain tax benefits included in the balance of unrecognized tax benefits that, if recognized, would affect the effective tax rate.

As of November 30, 2025, the Company has recognized $ 0.2 million of interest related to unrecognized tax benefits.

The Company’s policy is to include interest and penalties related to unrecognized tax benefits, if any, within the provision for taxes in the statements of operations.

A reconciliation of the beginning and ending amounts of unrecognized income tax benefits during the years ended November 30, 2025, 2024 and 2023 is as follows (in thousands):

Years ended November 30,

Year ended November 30,

2025 2024 2023

Balance at beginning of period $ 21,866 $ 15,508 $ 10,261

Additions based on tax positions related to prior period 5,948 — —

Additions based on tax positions related to current period 4,493 6,358 5,247

4 unchanged sentences

The Company did not agree with the FTB’s assessments and challenged the assessments.

Pursuant to a measurement analysis, the Company has not recorded an unrecognized tax benefit related to the FTB’s sourcing position.

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

In May 2025, the Company received new information from the FTB and remeasured the unrecognized tax benefit for California revenue sourcing, resulting in discrete tax expense.

The Company entered into settlement procedures with the FTB in September 2025.

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.

In December 2017, the Tax Cuts and Jobs Act (TCJA) was signed into law, significantly reforming the IRC.

The TCJA contains a provision impacting Section 174 of the IRC whereby for tax years beginning on or after January 1, 2022, taxpayers are required to capitalize and amortize, rather than deduct, research and experimental (R&E) expenses.

The R&E expenses under Section 174 must be amortized over five years for research performed in the United States and 15 years for research performed outside the United States.

This rule became effective for the Company during the year ended November 30, 2023.

For the years ended November 30, 2024 and 2023, the Company recorded a deferred tax asset of $ 65.7 million and $ 44.3 million, respectively, pursuant to the provisions of Section 174 of the IRC.

On July 4, 2025, the One Big Beautiful Bill Act (OBBBA) was enacted in the United States.

The OBBBA includes several significant tax provisions, such as the permanent extension of certain expiring provisions of the Tax Cuts and Jobs Act, modifications to the international tax framework and the restoration of certain business provisions.

The legislation has multiple effective dates, with certain provisions effective in 2025 and others implemented through 2027.

The Company will no longer be required to capitalize its domestic research and experimental costs under Section 174 of the Internal Revenue Code beginning with the tax year ending November 30, 2026.

The enactment of OBBBA did not have a material impact on the financial statements for the year ended November 30, 2025.

Net Loss Per Share

8 unchanged sentences

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:

Years ended November 30,

Year ended November 30,

2025 2024 2023

8 unchanged sentences

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

Segment Information

The Company operates and manages its business as a single reportable and operating segment.

The Company is in the business of discovery, development and commercialization of innovative medicines based on the modulation of cellular protein levels as a novel treatment approach for cancer and other challenging diseases.

The Company’s CODM is the Chief Executive Officer, who reviews and evaluates net loss to monitor budget versus actual results and to analyze cash flows for purposes of allocating resources and assessing financial performance.

The measure of segment assets is reported on the balance sheet as total assets.

All of the Company's long-lived assets are located in the United States and all of the Company's revenue was derived from customers located in the United States.

In addition to the significant expense categories included within net loss presented in the Company's statements of operations, disaggregated research and development expenses are as follows (in thousands):

Year ended November 30,

2025 2024 2023

External clinical development expenses:

Bexobrutideg (NX-5948) $ 82,233 $ 37,879 $ 6,963

Zelebrudomide (NX-2127) 5,648 3,901 10,839

NX-1607 7,443 6,502 8,466

Internal research and development expenses 221,579 173,350 162,880

Total research and development expenses $ 316,903 $ 221,632 $ 189,148

Subsequent Event

Between November 30, 2025, and the date of this filing, the Company issued and sold 1,000,000 shares of common stock under the Second Amended Equity Distribution Agreement at $ 18.25 per share for total net proceeds of $ 18.0 million, after deducting offering commissions and expenses paid by the Company.

As of the date of this filing, the Company had $ 186.3 million of common stock remaining available for sale under the Second Amended Equity Distribution Agreement.

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 8. Financial Statements and Supplementary Data