NRIX 8-K
Nurix Therapeutics, Inc. (NRIX)
8-K
2025-03-13
For: 2025-03-11
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): March 11, 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 March 11, 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 Roy D. Baynes, MB.Bch., M.Med., Ph.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. Baynes will serve as a Class II director whose term will expire at the Company’s 2025 annual meeting of stockholders.
Dr. Baynes’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. Baynes 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 $5,000 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. Baynes, effective March 11, 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. Baynes’s continued service as a director on the Board (the “Initial Award”). Dr. Baynes 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. Baynes’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. Baynes. 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. Baynes and any other persons pursuant to which Dr. Baynes was selected as a member of the Board. There are also no family relationships between Dr. Baynes and any director or executive officer of the Company, nor does Dr. Baynes 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. Baynes’s appointment to the Board is furnished hereto as Exhibit 99.1 to this Current Report on Form 8-K.
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: March 13, 2025 | By: | /s/ Christine Ring | ||||||
| Christine Ring, Ph.D., J.D. | ||||||||
| Chief Legal Officer and Secretary | ||||||||
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Exhibit 99.1
[Nurix Logo]
Nurix Therapeutics Appoints Drug Development Expert Roy D. Baynes, MB.Bch., M.Med., Ph.D., to Its Board of Directors
Dr. Baynes has been a member of Nurix’s Medical Advisory Board since 2023
SAN FRANCISCO, March 13, 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, announced today the appointment of Roy D. Baynes, MB.Bch., M.Med., Ph.D., to its board of directors. Dr. Baynes, who currently serves as executive vice president and chief medical officer of Eikon Therapeutics, has had a distinguished career in hematology and oncology and over 22 years of clinical leadership experience in pharmaceutical and biotech companies.
“Roy has been a trusted advisor to Nurix since 2023, and I am delighted to welcome him to our board of directors at this exciting time for the Company,” said Arthur T. Sands, M.D., Ph.D., president and chief executive officer of Nurix. “His extensive experience in the development of innovative, blockbuster medicines will be invaluable as we advance our pipeline across oncology and autoimmune indications.”
“As a clinical advisor, I have been deeply impressed by Nurix’s compelling science of protein degradation and the data that have been generated in the clinical trials of NX-5948 in patients with CLL and Waldenström macroglobulinemia, particularly in the face of growing resistance to BTK inhibitors,” said Dr. Baynes. “I have thoroughly enjoyed working with this talented team of drug discoverers, and I look forward to my increased involvement in Nurix’s plans for the clinical development and commercialization of its growing pipeline.”
Prior to joining Eikon Therapeutics, Dr. Baynes was chief medical officer and head of global clinical development at Merck, where he supervised the entire clinical portfolio at Merck Research Laboratories and was the architect of the development strategy for dozens of important new medicines including pembrolizumab (Keytruda), a humanized monoclonal antibody used in cancer immunotherapy that treats multiple tumor types as well as two histology agnostic indications. Earlier in his career, Dr. Baynes served as Senior Vice President of Oncology, Inflammation and Respiratory Therapeutics at Gilead Sciences, Inc., as Vice President of Global Development and head of the hematology/oncology development team at Amgen, Inc., and as Professor of Medicine at University of Kansas Medical Center and Wayne State University in Detroit, where he held the Charles Martin endowed chair of Cancer Research. Dr. Baynes holds an MB.BCh. (Bachelor of Medicine and Surgery), an M.Med. (specialist registration in Internal Medicine), and a Ph.D. from the University of Witwatersrand.
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 inflammatory 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 preclinical stage degraders of IRAK4 and STAT6, 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. Baynes will bring to Nurix and Nurix’s plans for the development and commercialization 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 Annual Report on Form 10-K for the period ended November 30, 2024, 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
Jason Kantor, Ph.D.
Nurix Therapeutics, Inc.
Elizabeth Wolffe, Ph.D.
Wheelhouse Life Science Advisors
Media
Aljanae Reynolds
Wheelhouse Life Science Advisors
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