Nurix Therapeutics Inc — Current Report (Form 8-K)

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)

(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:

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

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

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.