UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 10-Q

(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended May 31, 2022

OR

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from                  to                        

Commission File Number: 001-39398

NURIX THERAPEUTICS, INC.

(Exact Name of Registrant as Specified in its Charter)

Delaware	27-0838048
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
1700 Owens Street, Suite 205 San Francisco, CA	94158
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (415) 660-5320

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.001 per share	NRIX	Nasdaq Global Market

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.     Yes  ☒    No  ☐

Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit such files).     Yes  ☒    No  ☐

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☒	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☒
Emerging growth company	☐

If an emerging growth company, indicate by check mark if the Registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).     Yes ☐    No  ☒

As of June 30, 2022, the Registrant had 47,041,875 shares of common stock, $0.001 par value per share, outstanding.

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements contained in this Quarterly Report on Form 10-Q other than statements of historical fact, including statements concerning our business strategy and plans, future operating results and financial position, as well as our objectives and expectations for our future operations, are forward-looking statements.

In some cases, you can identify forward-looking statements by such terminology as “believe,” “may,” “will,” “potentially,” “estimate,” “continue,” “anticipate,” “intend,” “could,” “would,” “project,” “plan,” “expect” and similar expressions that convey uncertainty of future events or outcomes, although not all forward-looking statements contain these words. Forward-looking statements include, but are not limited to, statements about:

• the timing of investigational new drug application (IND) submissions for our drug candidates;

• the timing and conduct of our clinical trial programs for our lead drug candidates NX-2127, NX-1607, NX-5948, DeTIL‑0255 and other drug candidates, including statements regarding the timing of initiation of clinical trials;

• the timing of, and our ability to obtain, marketing approvals for our lead drug candidates NX-2127, NX-1607, NX-5948, DeTIL-0255 and other drug candidates;

• our plans to pursue research and development of other drug candidates;

• the potential advantages of our DELigase platform and our drug candidates;

• the extent to which our scientific approach and DELigase platform may potentially address a broad range of diseases;

• the potential benefits of our arrangements with Sanofi S.A. and Gilead Sciences, Inc.;

• the timing of and our ability to obtain and maintain regulatory approvals for our drug candidates;

• the potential receipt of revenue from future sales of our drug candidates;

• the rate and degree of market acceptance and clinical utility of our drug candidates;

• our estimates regarding the potential market opportunity for our drug candidates;

• our sales, marketing and distribution capabilities and strategy;

• our ability to establish and maintain arrangements for the manufacturing of our drug candidates;

• the impact of the ongoing coronavirus (COVID-19) pandemic, including the resurgence of cases relating to the spread of new variants, on our business, clinical trials, financial condition, liquidity and results of operations;

• the potential achievement of milestones and receipt of royalty payments under our collaborations;

• our ability to enter into additional collaborations with third parties;

• our intellectual property position;

• our estimates regarding expenses, future revenues, capital requirements and needs for additional financing;

• the impact of government laws and regulations; and

• our competitive position.

We have based these forward-looking statements largely on our current expectations and projections about future events and trends that we believe may affect our business, financial condition, results of operations, prospects, and financial needs. These forward-looking statements speak only as of the date of this Quarterly Report on Form 10-Q and are subject to a number of risks, uncertainties and assumptions described in the section titled “Risk Factors” and elsewhere in this Quarterly Report on Form 10-Q. Because forward-looking statements are inherently subject to risks and uncertainties, some of which cannot be predicted or quantified, you should not rely on these forward-looking statements as predictions of future events. The events and circumstances reflected in our forward-looking statements may not be achieved or occur and actual results could differ materially from those projected in the forward-looking statements. We disclaim any intention or obligation to publicly update or revise any forward-looking statements for any reason or to conform such statements to actual results or revised expectations, except as required by law.

TABLE OF CONTENTS

		Page
PART I.	FINANCIAL INFORMATION	1
Item 1.	Financial Statements (Unaudited)	1
	Condensed Consolidated Balance Sheets	1
	Condensed Consolidated Statements of Operations	2
	Condensed Consolidated Statements of Comprehensive Loss	3
	Condensed Consolidated Statements of Stockholders’ Equity	4
	Condensed Consolidated Statements of Cash Flows	5
	Notes to Condensed Consolidated Financial Statements	6
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	19
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	28
Item 4.	Controls and Procedures	28
PART II.	OTHER INFORMATION	30
Item 1.	Legal Proceedings	30
Item 1A.	Risk Factors	30
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	80
Item 3.	Defaults Upon Senior Securities	80
Item 4.	Mine Safety Disclosures	80
Item 5.	Other Information	80
Item 6.	Exhibits	81
SIGNATURES		82

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements

NURIX THERAPEUTICS, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands, except share and per share amounts)

(unaudited)

	May 31, 2022			November 30, 2021
Assets
Current assets:
Cash and cash equivalents	$	41,533		$	80,506
Short-term investments		255,746			215,214
Accounts receivable		—			6,000
Income tax receivable		—			204
Prepaid expenses and other current assets		9,510			9,194
Total current assets		306,789			311,118
Long-term investments		51,538			137,189
Operating lease right-of-use assets		15,418			14,005
Property and equipment, net		15,507			11,340
Restricted cash		901			286
Other assets		4,157			2,833
Total assets	$	394,310		$	476,771
Liabilities and stockholdersʼ equity
Current liabilities:
Accounts payable	$	6,142		$	6,650
Accrued expenses and other current liabilities		19,734			14,549
Operating lease liabilities, current		5,470			3,847
Deferred revenue, current		41,319			41,212
Total current liabilities		72,665			66,258
Operating lease liabilities, net of current portion		9,043			9,189
Deferred revenue, net of current portion		45,863			59,022
Total liabilities		127,571			134,469
Commitments and contingencies (Note 6)
Stockholdersʼ equity:
Preferred stock, $0.001 par value— 10,000,000 shares    authorized as of May 31, 2022 and November 30, 2021;    no shares issued and outstanding    as of May 31, 2022 and November 30, 2021		—			—
Common stock, $0.001 par value— 500,000,000 shares authorized    as of May 31, 2022 and November 30, 2021;    45,040,068 and 44,664,371 shares issued and outstanding   as of May 31, 2022 and November 30, 2021, respectively		45			45
Additional paid-in capital		578,605			563,757
Accumulated other comprehensive loss		(3,085	)		(608	)
Accumulated deficit		(308,826	)		(220,892	)
Total stockholdersʼ equity		266,739			342,302
Total liabilities and stockholdersʼ equity	$	394,310		$	476,771

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

1

NURIX THERAPEUTICS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except share and per share amounts)

(unaudited)

	Three Months Ended						Six Months Ended
	May 31,						May 31,
	2022			2021			2022			2021
Collaboration revenue	$	11,432		$	7,091		$	21,053		$	12,102
Operating expenses:
Research and development		47,493			25,994			90,630			48,997
General and administrative		9,654			7,511			18,882			14,041
Total operating expenses		57,147			33,505			109,512			63,038
Loss from operations		(45,715	)		(26,414	)		(88,459	)		(50,936	)
Interest and other income, net		314			171			525			489
Loss before income taxes		(45,401	)		(26,243	)		(87,934	)		(50,447	)
Provision for income taxes		—			139			—			210
Net loss	$	(45,401	)	$	(26,382	)	$	(87,934	)	$	(50,657	)
Net loss per share, basic and diluted	$	(1.01	)	$	(0.60	)	$	(1.96	)	$	(1.23	)
Weighted-average number of shares outstanding, basic and diluted		44,898,409			43,804,066			44,797,235			41,318,281

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

2

NURIX THERAPEUTICS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

(in thousands)

(unaudited)

	Three Months Ended						Six Months Ended
	May 31,						May 31,
	2022			2021			2022			2021
Net loss	$	(45,401	)	$	(26,382	)	$	(87,934	)	$	(50,657	)
Other comprehensive loss, net of tax:
Unrealized loss on available-for-sale investments		(1,019	)		(19	)		(2,477	)		(57	)
Total comprehensive loss	$	(46,420	)	$	(26,401	)	$	(90,411	)	$	(50,714	)

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

3

NURIX THERAPEUTICS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(in thousands, except share amounts)

(unaudited)

	Common stock					Additional paid-in		Accumulated other comprehensive			Accumulated			Total stockholders’
	Shares			Amount		capital		income (loss)			deficit			equity
Balance as of November 30, 2020		38,864,872		$	39	$	393,841	$	87		$	(103,698	)	$	290,269
Exercise of stock options		190,825			—		394		—			—			394
Repurchase of unvested early exercised stock options		(971	)		—		—		—			—			—
Vesting of early-exercised stock options		—			—		40		—			—			40
Issuance under employee stock purchase plan		64,589			—		1,043		—			—			1,043
Stock-based compensation		—			—		2,700		—			—			2,700
Unrealized loss on available-for-sale investments		—			—		—		(38	)		—			(38	)
Net loss		—			—		—		—			(24,275	)		(24,275	)
Balance as of February 28, 2021		39,119,315			39		398,018		49			(127,973	)		270,133
Issuance of common stock in connection with equity   offering, net of offering costs of $643		5,175,000			5		150,152		—			—			150,157
Exercise of stock options		109,232			—		241		—			—			241
Vesting of early-exercised stock options		—			—		104		—			—			104
Stock-based compensation		—			—		3,944		—			—			3,944
Unrealized loss on available-for-sale investments		—			—		—		(19	)		—			(19	)
Net loss		—			—		—		—			(26,382	)		(26,382	)
Balance as of May 31, 2021		44,403,547		$	44	$	552,459	$	30		$	(154,355	)	$	398,178

	Common stock				Additional paid-in		Accumulated other comprehensive			Accumulated			Total stockholders’
	Shares		Amount		capital		income (loss)			deficit			equity
Balance as of November 30, 2021		44,664,371	$	45	$	563,757	$	(608	)	$	(220,892	)	$	342,302
Exercise of stock options		117,870		—		424		—			—			424
Vesting of early-exercised stock options		—		—		47		—			—			47
Issuance under employee stock purchase plan		71,207		—		1,064		—			—			1,064
Stock-based compensation		—		—		6,071		—			—			6,071
Unrealized loss on available-for-sale investments		—		—		—		(1,458	)		—			(1,458	)
Net loss		—		—		—		—			(42,533	)		(42,533	)
Balance as of February 28, 2022		44,853,448		45		571,363		(2,066	)		(263,425	)		305,917
Exercise of stock options		173,155		—		432		—			—			432
Vesting of restricted stock units		13,465		—		—		—			—			—
Vesting of early-exercised stock options		—		—		35		—			—			35
Stock-based compensation		—		—		6,775		—			—			6,775
Unrealized loss on available-for-sale investments		—		—		—		(1,019	)		—			(1,019	)
Net loss		—		—		—		—			(45,401	)		(45,401	)
Balance as of May 31, 2022		45,040,068	$	45	$	578,605	$	(3,085	)	$	(308,826	)	$	266,739

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

4

NURIX THERAPEUTICS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

(unaudited)

	Six Months Ended May 31,
	2022			2021
Cash flows from operating activities
Net loss	$	(87,934	)	$	(50,657	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization		2,273			1,288
Stock-based compensation		12,846			6,644
Net amortization (accretion) of premium (discount) on investments		993			566
Loss on disposal of property and equipment		9			—
Amortization of operating lease right-of-use assets		2,612			1,576
Other		201			—
Changes in operating assets and liabilities:
Accounts receivable		6,000			(2,537	)
Income tax receivable		—			704
Prepaid expenses and other assets		(1,515	)		(837	)
Accounts payable		1,747			2,119
Deferred revenue		(13,052	)		19,899
Operating lease liabilities		(2,548	)		(1,555	)
Accrued expenses and other liabilities		2,824			(692	)
Net cash used in operating activities		(75,544	)		(23,482	)
Cash flows from investing activities
Purchases of investments		(80,031	)		(183,238	)
Sales of investments		—			6,994
Maturities of investments		121,558			119,681
Purchases of property and equipment		(6,261	)		(2,934	)
Net cash (used in) provided by investing activities		35,266			(59,497	)
Cash flows from financing activities
Proceeds from issuance of common stock, net of underwriting discounts and commissions and offering costs		—			150,157
Proceeds from exercise of stock options		856			631
Proceeds from issuance under employee stock purchase plan		1,064			1,043
Repurchase of unvested early exercised stock options		—			(1	)
Net cash provided by financing activities		1,920			151,830
Net (decrease) increase in cash, cash equivalents and restricted cash		(38,358	)		68,851
Cash, cash equivalents and restricted cash at beginning of period		80,792			119,526
Cash, cash equivalents and restricted cash at end of period	$	42,434		$	188,377

Supplemental disclosures of non-cash investing and financing activities:
Additions to property and equipment included in accounts payable and accrued expenses and other liabilities	$	2,693	$	607
Vesting of early exercised stock options	$	82	$	144

	As of May 31,
	2022		2021
Reconciliation of cash, cash equivalents and restricted cash:
Cash and cash equivalents	$	41,533	$	188,207
Restricted cash		901		170
Total cash, cash equivalents and restricted cash	$	42,434	$	188,377

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

5

NURIX THERAPEUTICS, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

1. Organization

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 small molecule and cell therapies based on the modulation of cellular protein levels as a novel treatment approach for cancer 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. Targeted Protein Modulation, our drug discovery approach, either harnesses or inhibits the natural function of E3 ligases within the ubiquitin-proteasome system to selectively decrease or increase cellular protein levels to treat disease.

Initial Public Offering

On July 23, 2020, the Company’s registration statement on Form S-1 (File No. 333-239651) relating to its initial public offering (IPO) of common stock became effective. The IPO closed on July 28, 2020 at which time the Company issued 11,000,000 shares of its common stock at a price to the public of $19.00 per share. In addition, the underwriters exercised their option to purchase an additional 1,550,000 shares of the Company’s common stock on July 31, 2020, and this transaction closed on August 4, 2020. Net proceeds from the IPO were $218.1 million, after deducting underwriting discounts and commissions of $16.7 million and expenses of $3.6 million.

Follow-on Offering

In March 2021, the Company completed a follow-on offering and issued 5,175,000 shares of common stock (including the exercise by the underwriters of their option to purchase an additional 675,000 shares of common stock) at a price to the public of $31.00 per share for net proceeds of $150.2 million, after deducting underwriting discounts and commissions of $9.6 million and expenses of $0.6 million.

Equity Distribution Agreement

In August 2021, the Company filed a shelf registration statement on Form S-3 with the Securities and Exchange Commission (SEC). This shelf registration statement, which includes a base prospectus, allows the Company at any time to offer and sell 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. In addition, in August 2021, the Company entered into an Equity Distribution Agreement with Piper Sandler & Co. (Piper Sandler) pursuant to which, from time to time, the Company may offer and sell through Piper Sandler up to $150.0 million of the common stock registered under the 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 Equity Distribution Agreement. The Company agreed to pay Piper Sandler a commission of 3% of the gross sales price of any shares sold pursuant to the Equity Distribution Agreement. As of May 31, 2022, the Company had not sold any shares of common stock pursuant to the Equity Distribution Agreement and $150.0 million in shares remained available under the Equity Distribution Agreement. In June 2022, the Company issued and sold 2,000,000 shares of common stock under the Equity Distribution Agreement for net proceeds of approximately $19.3 million, after deducting offering commissions and expenses paid by the Company (the June 2022 ATM Offering). As of the closing of the June 2022 ATM Offering, the Company had $130.0 million of common stock remaining available for sale under the Equity Distribution Agreement.

Liquidity and Management Plans

Since inception, the Company has generally incurred significant losses and negative net cash flows from operations. As of May 31, 2022, the Company had an a