NRIX 8-K
Nurix Therapeutics, Inc. (NRIX)
8-K
2025-11-10
For: 2025-11-06
View Original
Added on
April 11, 2026
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): November 6, 2025
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(Exact Name of Registrant as Specified in its Charter)
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(State or Other Jurisdiction of Incorporation or Organization) | (Commission File Number) | (IRS Employer Identification No.) | ||||||
| (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)
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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 | ||||||
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 o
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. o
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(d)
On November 6, 2025, the board of directors (the “Board”) of Nurix Therapeutics, Inc. (the “Company”), following a recommendation from the Nominating and Corporate Governance Committee of the Board, appointed Roger Dansey, M.D., to serve as a director of the Company and as a member of the Clinical and Commercialization Committee of the Board (the “Clinical and Commercialization Committee”), effective immediately. Dr. Dansey will serve as a Class III director whose term will expire at the Company’s 2026 annual meeting of stockholders.
Dr. Dansey’s compensation will be as provided under the Company’s non-employee director compensation program (the “Non-Employee Director Compensation Program”). In connection with his election as a non-employee director of the Board and consistent with the Non-Employee Director Compensation Program, Dr. Dansey will receive a pro rata portion of the $50,000 annual retainer for service as a director for the remaining portion of the Company’s fiscal year ending November 30, 2025, and a pro rata portion of the $7,500 annual retainer for service as a member of the Clinical and Commercialization Committee of the Board for the remaining portion of the Company’s fiscal year ending November 30, 2025. In addition, consistent with the Non-Employee Director Compensation Program, the Board granted to Dr. Dansey, effective November 6, 2025 (the “Grant Date”), a stock option to purchase 50,000 shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”), at an exercise price equal to the closing sale price of the Common Stock on the Grant Date, as reported by the Nasdaq Global Market, which will vest monthly over three years, subject to Dr. Dansey’s continued service as a director on the Board (the “Initial Award”). Dr. Dansey will also receive the customary annual equity compensation paid to non-employee directors on the date of each annual meeting of stockholders, which as currently constituted under the Non-Employee Director Compensation Program shall consist of a stock option to purchase 25,000 shares of Common Stock, vesting on the earlier of the date of the next annual meeting of stockholders or one year from the date of grant, subject to Dr. Dansey’s continued service as a director on the Board through such date (each such award, an “Annual Award”). The Initial Award and each Annual Award will accelerate in full upon the consummation of a Corporate Transaction (as defined in the Company’s 2020 Equity Incentive Plan).
The Company has entered into its standard form of indemnification agreement with Dr. Dansey. The form of the indemnification agreement was previously filed by the Company as Exhibit 10.1 to the Company’s Registration Statement on Form S-1 filed with the Securities and Exchange Commission on July 2, 2020 (File No. 333-239651) and is incorporated by reference herein.
There are no arrangements or understandings between Dr. Dansey and any other persons pursuant to which Dr. Dansey was selected as a member of the Board. There are also no family relationships between Dr. Dansey and any director or executive officer of the Company, nor does Dr. Dansey have a direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K promulgated under the Securities Exchange Act of 1934, as amended.
A copy of the press release announcing Dr. Dansey’s appointment to the Board is furnished hereto as Exhibit 99.1 to this Current Report on Form 8-K.
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Item 9.01 Financial Statements and Exhibits.
(d)Exhibits
The following exhibits are filed herewith and this list is intended to constitute the exhibit index:
| Exhibit No. | Exhibit Title or Description | |||||||
| 99.1 | ||||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |||||||
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| NURIX THERAPEUTICS, INC. | ||||||||
Date: November 10, 2025 | By: | /s/ Christine Ring | ||||||
| Christine Ring, Ph.D., J.D. | ||||||||
| Chief Legal Officer | ||||||||
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Exhibit 99.1
[Nurix Logo]
Nurix Therapeutics Appoints Accomplished Biopharmaceutical Leader Roger Dansey, M.D., to Its Board of Directors
Dr. Dansey, formerly of Pfizer and Seagen, strengthens the Board’s research, drug development and commercialization expertise
SAN FRANCISCO, November 10, 2025 (GLOBE NEWSWIRE) — Nurix Therapeutics, Inc. (Nasdaq: NRIX), a clinical-stage biopharmaceutical company focused on the discovery, development and commercialization of targeted protein degradation medicines in oncology and autoimmune diseases, today announced the appointment of Roger Dansey, M.D., to its board of directors. Dr. Dansey, who previously served as Chief Development Officer and Chief Oncology Officer of Pfizer Oncology and as Chief Medical Officer and interim Chief Executive Officer of Seagen Inc., has had a distinguished career in hematology and oncology and over two decades of leadership experience in drug development and commercialization.
“Roger is one of the leading experts in oncology research, and a key contributor to the clinical development and subsequent approvals of multiple breakthrough cancer medicines,” said Arthur T. Sands, M.D., Ph.D., president and chief executive officer of Nurix. “I am honored to welcome Roger to our board of directors, and I look forward to his guidance and leadership as we accelerate the implementation of pivotal trials for our lead asset, bexobrutideg, in chronic lymphocytic leukemia, and explore the use of protein degradation in autoimmune diseases.”
“Nurix is pioneering a transformative approach to drug discovery through targeted protein degradation, with the potential to fundamentally change how we treat not only cancer but also autoimmune disease,” said Dr. Dansey. “I learned of Nurix’s breakthrough science of targeted protein degradation during my tenure at Seagen as we sought to create the next generation of antibody drug conjugates, which became our degrader antibody conjugate, or DAC program, now a significant drug discovery initiative in the field. I am excited to join the board at this pivotal stage in Nurix’s growth and to contribute to its mission of delivering breakthrough therapies to patients in need.”
Dr. Dansey served as the Chief Development Officer and Chief Oncology Officer of Pfizer Oncology from January 2024 until his retirement in March 2025. He served as President, Research and Development of Seagen from November 2022 until Pfizer’s acquisition of Seagen in December 2023. Dr. Dansey was interim Chief Executive Officer of Seagen from May 2022 until November 2022 and served as Chief Medical Officer at Seagen from May 2018 until May 2022. Earlier in his career, Dr. Dansey held senior clinical development leadership positions including Therapeutic Area Head for Late-Stage Oncology at Merck & Co., Inc., where he was responsible for registration efforts for Keytruda (pembrolizumab) across multiple tumor types, Vice President of Oncology Clinical Research at Gilead Sciences and the Global Development Lead for Xgeva (denosumab) at Amgen. Before joining industry, Dr. Dansey was an associate professor of hematology and oncology at the Karmanos Cancer Institute in Detroit. Dr. Dansey currently serves on the boards of directors of Bicycle Therapeutics plc, Inovio Pharmaceuticals, Inc., MycRX Pharma, Ottimo Pharma Ltd and Shasqi Inc. Dr. Dansey holds an M.D. from the University of Witwatersrand, Johannesburg, South Africa.
About Nurix Therapeutics, Inc.
Nurix Therapeutics 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 autoimmune diseases. Nurix’s wholly owned, clinical stage pipeline includes degraders of Bruton’s tyrosine kinase (BTK), a B-cell signaling protein, and inhibitors of Casitas B-lineage lymphoma proto-oncogene B (CBL-B),
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an E3 ligase that regulates activation of multiple immune cell types including T cells and NK cells. Nurix also is advancing multiple potentially first-in-class or best-in-class degraders and degrader antibody conjugates (DACs) in its preclinical pipeline. Nurix’s partnered drug discovery pipeline consists of a preclinical stage degrader of STAT6, a clinical stage degrader of IRAK4 in collaboration with Gilead, as well as multiple additional programs under collaboration agreements with Gilead Sciences, Inc., Sanofi S.A. and Pfizer Inc., within which Nurix retains certain options for co-development, co-commercialization and profit sharing in the United States for multiple drug candidates. Powered by a fully AI-integrated discovery engine capable of tackling any protein class, and coupled with unparalleled ligase expertise, Nurix’s dedicated team has built a formidable advantage in translating the science of targeted protein degradation into clinical advancements. Nurix aims to establish degrader-based treatments at the forefront of patient care, writing medicine’s next chapter with a new script to outmatch disease. Nurix is headquartered in San Francisco, California. For additional information visit http://www.nurixtx.com.
Forward-Looking Statements
This press release contains forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995 and other federal securities laws. Any statements contained herein that do not describe historical facts, including, but not limited to, statements regarding the expected contributions Dr. Dansey will bring to Nurix and Nurix’s plans for the development of its pipeline, are forward-looking statements that involve risks and uncertainties that could cause actual results to differ materially from those discussed in such forward-looking statements. Such risks and uncertainties include, among others, the risks described under the heading “Risk Factors” in Nurix’s Quarterly Report on Form 10-Q for the period ended August 31, 2025, and subsequent filings with the SEC. Any of these risks and uncertainties could materially and adversely affect Nurix’s business and results of operations, which could, in turn, have a significant and adverse impact on Nurix’s stock price. Nurix cautions you not to place undue reliance on any forward-looking statements, which speak only as of the date they are made. Nurix undertakes no obligation to update publicly any forward-looking statements to reflect new information, events or circumstances after the date they were made or to reflect the occurrence of unanticipated events.
Contacts:
Investors
Kris Fortner
Nurix Therapeutics, Inc.
Elizabeth Wolffe, Ph.D.
Wheelhouse Life Science Advisors
Media
Aljanae Reynolds
Wheelhouse Life Science Advisors
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