Nurix Therapeutics (NASDAQ: NRIX) updates $413.65M ATM stock capacity

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FAQ

Filing Exhibits & Attachments

8-K Event Classification

What did Nurix Therapeutics (NRIX) change in its equity distribution agreement?

How much stock can Nurix Therapeutics (NRIX) sell under the amended ATM program?

What securities laws documents support Nurix Therapeutics’ updated ATM offering?

Who acts as sales agent for Nurix Therapeutics (NRIX) in the ATM program?

Does the Nurix Therapeutics filing itself offer to sell any shares?

Which exhibits accompany Nurix Therapeutics’ amendment to its ATM program?

Agreements & Contracts

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Nurix Therapeutics, Inc. updated its existing “at the market” stock offering program by entering into Amendment No. 3 to its equity distribution agreement with Piper Sandler. Under this amendment, the company may, from time to time, offer and sell through Piper Sandler up to $413.65 million of its common stock under its automatic shelf registration statement and related prospectus documents.

2 items: 8.01, 9.01

2 items

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Understanding 8-K Material Events →

03/06/2026 - 04:40 PM

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): March 6, 2026

NURIX THERAPEUTICS, INC.

(Exact Name of Registrant as Specified in its Charter)

Delaware

001-39398

27-0838048

(State or Other Jurisdiction

of Incorporation or Organization)

(Commission

File Number)

(IRS Employer

Identification No.)

1600 Sierra Point Parkway

Brisbane, California

94005

(Address of Principal Executive Offices)

(Zip Code)

(415) 660-5320

(Registrant’s Telephone Number, Including Area Code)

N/A

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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, $0.001 par value per share

NRIX

Nasdaq Global Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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. ☐

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 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, and by Amendment No. 2 to the Equity Distribution Agreement on October 31, 2024 (“Amendment No. 2”).

On March 6, 2026, the Company and Piper Sandler entered into Amendment No. 3 to the Equity Distribution Agreement (“Amendment No. 3”), pursuant to which, from time to time, the Company may offer and sell through Piper Sandler, as sales agent, $413.65 million of shares of the Company’s common stock, $0.001 par value per share (the “Shares”) (which amount includes shares that the Company sold under the Equity Distribution Agreement following Amendment No. 2 and prior to Amendment No. 3), 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 and Amendment No. 1 to the Prospectus Supplement dated March 6, 2026 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. 3 is only a summary and is qualified in its entirety by reference to the full text of Amendment No. 3, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

The legal opinion of Fenwick & West LLP relating to the Shares being offered pursuant to Amendment No. 1 to the Prospectus Supplement is filed as Exhibit 5.1 to this Current Report on Form 8-K.

This Current Report on Form 8-K shall 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.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits


Exhibit No.		Exhibit Title or Description

5.1		Opinion of Fenwick & West LLP

10.1		Amendment No. 3 to the Equity Distribution Agreement, dated March 6, 2026, by and between Nurix Therapeutics, Inc. and Piper Sandler & Co.

23.1		Consent of Fenwick & West LLP (included in Exhibit 5.1).

104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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 hereunto duly authorized.

Source: View Original Filing on SEC EDGAR

Nurix Therapeutics entered into Amendment No. 3 to its equity distribution agreement with Piper Sandler. This amendment allows the company to continue offering and selling common stock through “at the market” offerings under its existing automatic shelf registration statement and related prospectus documents.

Under Amendment No. 3, Nurix Therapeutics may offer and sell up to $413.65 million of its common stock through Piper Sandler. This amount includes shares previously sold under the equity distribution agreement following Amendment No. 2 and before Amendment No. 3.

The shares are offered under Nurix Therapeutics’ automatic shelf registration statement on Form S-3, together with a related prospectus, a prospectus supplement dated October 31, 2024, and Amendment No. 1 to that prospectus supplement dated March 6, 2026, all filed with the SEC.

Piper Sandler & Co. serves as sales agent for Nurix Therapeutics under the equity distribution agreement. Through this arrangement, Piper Sandler may sell Nurix common stock in one or more “at the market” offerings as described in the company’s SEC-filed offering documents.

The document expressly states it does not constitute an offer to sell or the solicitation of an offer to buy shares. Any sales must comply with applicable state or jurisdictional securities laws, including required registration or qualification before an offer or sale occurs.

The filing includes a legal opinion from Fenwick & West LLP, the full text of Amendment No. 3 to the equity distribution agreement with Piper Sandler, a related consent from Fenwick & West, and the cover page interactive data file embedded within the Inline XBRL document.

5 documents

NURIX THERAPEUTICS, INC.

Date: March 6, 2026

/s/ Arthur T. Sands

Arthur T. Sands, M.D., Ph.D.

President and Chief Executive Officer

EX-10.1 EX-10.1 12.7 KB