Nurix Therapeutics Inc.

10/31/2024 | Press release | Distributed by Public on 10/31/2024 14:15

Material Event Form 8 K

Item 8.01

Other Events.

As previously disclosed, on August 4, 2021, Nurix Therapeutics, Inc., a Delaware corporation (the "Company"), entered into an equity distribution agreement (the "Equity Distribution Agreement") with Piper Sandler & Co. ("Piper Sandler"), which Equity Distribution Agreement was subsequently amended by Amendment No. 1 to the Equity Distribution Agreement entered into by the Company and Piper Sandler on July 11, 2024, in connection with the filing by the Company of a new universal automatic shelf registration statement on Form S-3(File No. 333-280117)(the "Automatic Shelf Registration Statement") with the Securities and Exchange Commission (the "SEC") on July 11, 2024.

On October 31, 2024, the Company and Piper Sandler entered into Amendment No. 2 to the Equity Distribution Agreement, pursuant to which, from time to time, the Company may offer and sell through Piper Sandler, as sales agent, $300.0 million of shares of the Company's common stock, $0.001 par value per share (the "Shares"), pursuant to one or more "at the market" offerings.

The offer and sale of the Shares is being made pursuant to the Automatic Shelf Registration Statement and the related prospectus, as supplemented by the prospectus supplement (the "Prospectus Supplement") dated October 31, 2024, filed by the Company with the SEC pursuant to Rule 424(b) under the Securities Act of 1933, as amended.

The foregoing description of Amendment No. 2 to the Equity Distribution Agreement is only a summary and is qualified in its entirety by reference to the full text of Amendment No. 2 to the Equity Distribution Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-Kand incorporated herein by reference.

The legal opinion of Fenwick & West LLP relating to the Shares being offered pursuant to the Prospectus Supplement is filed as Exhibit 5.1 to this Current Report on Form 8-K.

This Current Report on Form 8-Kshall not constitute an offer to sell or the solicitation of an offer to buy the Shares as discussed herein, nor shall there be any sale of the Shares in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.