Nurix Therapeutics, Inc.

Previous wording

We are 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. Powered by a fully AI-integrated discovery engine capable of tackling any protein class, and coupled with leading ligase expertise, we hold a differentiated position in translating the science of protein degradation into clinical advancements with the aim of establishing degrader-based treatments at the forefront of patient care. We leverage our proprietary DEL-AI platform, employing advanced automated chemistry synthesis and direct-to-biology technologies, to rapidly generate degraders and degrader antibody conjugates (DACs) as first-in-class or best-in-class drug candidates. Our wholly owned, clinical stage pipeline includes targeted protein degraders of Bruton’s tyrosine kinase (BTK), a B-cell signaling protein, and inhibitors of Casitas B-lineage lymphoma proto-oncogene B (CBL-B), an E3 ligase that regulates activation of multiple immune cell types including T cells and NK cells. Our partnered drug discovery pipeline consists of multiple programs under collaboration agreements with Gilead Sciences, Inc. (Gilead), Sanofi S.A. (Sanofi) and Seagen Inc. (now a part of Pfizer Inc. (Pfizer)), within which we retain certain options for co-development, co-commercialization and profit sharing in the United States for multiple drug candidates.

Current wording

We are 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. Powered by a fully AI-integrated discovery engine capable of tackling any protein class, and coupled with leading ligase expertise, we hold a differentiated position in translating the science of protein degradation into clinical advancements with the aim of establishing degrader-based treatments at the forefront of patient care. We leverage our proprietary DEL-AI platform, employing advanced automated chemistry synthesis and direct-to-biology technologies, to rapidly generate degraders and degrader antibody conjugates (DACs) as first-in-class or best-in-class drug candidates. Our wholly owned, clinical stage pipeline includes targeted protein degraders of Bruton’s tyrosine kinase (BTK), a B-cell signaling protein, and inhibitors of Casitas B-lineage lymphoma proto-oncogene B (CBL-B), an E3 ligase that regulates activation of multiple immune cell types including T cells and NK cells. Our partnered drug discovery pipeline consists of multiple programs under collaboration agreements with Gilead Sciences, Inc. (Gilead), Sanofi S.A. (Sanofi), Seagen Inc. (now a part of Pfizer Inc. (Pfizer)) and F. Hoffmann-La Roche Ltd. and Genentech, Inc. (together, Roche), within which we retain certain options for co-development, co-commercialization and profit sharing in the United States for multiple drug candidates.

Previous wording

Our portfolio of targeted protein degraders of the B‑cell signaling protein BTK comprises bexobrutideg (NX‑5948), an investigational, orally bioavailable, highly selective BTK degrader for the treatment of relapsed or refractory B-cell malignancies and potentially autoimmune diseases, and zelebrudomide (NX‑2127), an investigational orally bioavailable degrader that simultaneously degrades BTK and two well-characterized cereblon neosubstrates IKZF1 (Ikaros) and IKZF3 (Aiolos) that are clinically validated transcription factor targets for relapsed or refractory B‑cell malignancies.

Current wording

Our targeted protein degradation portfolio includes bexobrutideg (NX‑5948), an investigational, orally bioavailable, highly selective degrader of the B‑cell signaling protein BTK for the treatment of relapsed or refractory B-cell malignancies and potentially autoimmune diseases. We are developing bexobrutideg under a co-development and co-commercialization collaboration with Roche.

Previous wording

Bexobrutideg (NX-5948): We are currently conducting a Phase 2 study of bexobrutideg in patients with relapsed or refractory CLL having failed three previous lines of therapy, specifically a covalent BTK inhibitor (cBTKi), a BCL2 inhibitor (BCL2i) and a non-covalent BTK inhibitor (ncBTKi). This study is designed as a potentially pivotal trial for Accelerated Approval in the United States and commenced in October 2025 upon FDA agreement for the use of the 600mg, once daily dose of bexobrutideg as determined by our Phase 1b study of both a 200mg and a 600mg dose in patients in accordance with the FDA’s Project Optimus. In January 2024, the U.S. Food and Drug Administration (FDA) granted Fast Track designation for bexobrutideg for the treatment of adult patients with relapsed or refractory chronic lymphocytic leukemia (CLL) or small lymphocytic lymphoma (SLL) after at least two lines of therapy, including a BTK inhibitor and a B-cell lymphoma 2 (BCL2) inhibitor. In November 2024, the European Medicines Agency (EMA) granted Priority Medicine (PRIME) designation for bexobrutideg in CLL or SLL after at least a BTK inhibitor and a BCL-2 inhibitor. In December 2024, the FDA granted Fast Track designation for bexobrutideg for the treatment of adult patients with Waldenstrom’s macroglobulinemia (WM) after at least two lines of therapy, including a BTK inhibitor. In June 2026, we entered into a global collaboration agreement with F. Hoffmann-La Roche Ltd. and Genentech, Inc. (together, Roche), to develop, manufacture, commercialize and otherwise exploit bexobrutideg (NX-5948) (the Roche Collaboration Agreement), which we expect to become effective in the third fiscal quarter of 2026. For more information regarding the Roche Collaboration Agreement, see “Collaboration and License Agreements – Roche” below.

Current wording

Bexobrutideg (NX-5948): We are currently conducting a Phase 2 study of bexobrutideg in patients with relapsed or refractory chronic lymphocytic leukemia (CLL) having failed three previous lines of therapy, specifically a covalent BTK inhibitor (cBTKi), a BCL2 inhibitor (BCL2i) and a non-covalent BTK inhibitor (ncBTKi). This study is designed as a potentially pivotal trial for Accelerated Approval in the United States and commenced in October 2025 upon FDA agreement for the use of the 600 mg, once-daily dose of bexobrutideg as determined by our Phase 1b study of both a 200 mg and a 600 mg dose in patients in accordance with the FDA’s Project Optimus. In January 2024, the U.S. Food and Drug Administration (FDA) granted Fast Track designation for bexobrutideg for the treatment of adult patients with relapsed or refractory CLL or small lymphocytic lymphoma (SLL) after at least two lines of therapy, including a BTK inhibitor and a B-cell lymphoma 2 (BCL2) inhibitor. In November 2024, the European Medicines Agency (EMA) granted Priority Medicine (PRIME) designation for bexobrutideg in CLL or SLL after at least a BTK inhibitor and a BCL-2 inhibitor. In December 2024, the FDA granted Fast Track designation for bexobrutideg for the treatment of adult patients with Waldenstrom’s macroglobulinemia (WM) after at least two lines of therapy, including a BTK inhibitor. In June 2026, we entered into a global collaboration agreement with Roche to develop, manufacture, commercialize and otherwise exploit bexobrutideg (NX-5948) (the Roche Collaboration Agreement), which became effective in July 2026. For more information regarding the Roche Collaboration Agreement, see “Collaboration and License Agreements – Roche” below. We and Roche are currently conducting a global, randomized Phase 3 study of bexobrutideg in patients with relapsed or refractory CLL or SLL who have previously received a covalent BTK inhibitor. The study is designed to demonstrate the superiority of bexobrutideg versus pirtobrutinib, the current standard of care in this treatment setting for patients whose disease has progressed following prior covalent BTK inhibitor therapy, with patients randomized 1:1 to receive either bexobrutideg 600 mg orally once per day or pirtobrutinib and with dual primary endpoints of objective response rate and progression-free survival, as assessed by an independent review committee. This Phase 3 study, the DAYBreak CLL-306 trial, enrolled its first patient in August 2026.

Previous wording

We are currently conducting a Phase 1a/1b dose-escalation and cohort expansion study of NX-1607 in patients with a range of oncology indications. This study also included a cohort within the Phase 1a dose escalation study testing NX-1607 in combination with paclitaxel, a taxane chemotherapy commonly used across a range of relapsed and refractory solid tumor indications. In 2022, NX-1607 was awarded an Innovation Passport from the UK Medicines and Healthcare products Regulatory Agency to accelerate time to market and facilitate patient access to novel drugs to treat serious and life-threatening diseases.

Current wording

We are currently conducting a Phase 1a/1b dose-escalation and cohort expansion study of NX-1607 in patients with a range of oncology indications. This study included a Phase 1a dose escalation cohort evaluating NX-1607 in combination with paclitaxel, a taxane chemotherapy commonly used across a range of relapsed and refractory solid tumor indications. In September 2026, we dosed the first patient in Phase 1b monotherapy expansion cohorts evaluating NX-1607 in patients with microsatellite-stable colorectal cancer (MSS CRC), non-small cell lung cancer (NSCLC), metastatic castration-resistant prostate cancer (CRPC) and metastatic melanoma. In 2022, NX-1607 received an Innovation Passport from the UK Medicines and Healthcare products Regulatory Agency, which provides entry into a UK pre-market pathway designed to accelerate time to market and facilitate patient access to novel drugs to treat serious and life-threatening diseases.

Previous wording

We have entered into several revenue generating collaborations with large biopharmaceutical companies, including Gilead, Sanofi and Pfizer, to leverage our DEL-AI platform for drug discovery. In aggregate, as of May 31, 2026, we had received $489.0 million in non-dilutive financing from these collaborators to date and we were eligible to receive up to $6.1 billion in potential future fees and milestone payments, as well as royalties on future product sales. In June 2026, we also entered into the Roche Collaboration Agreement, which we expect to become effective in the third fiscal quarter of 2026. Under the terms of the Roche Collaboration Agreement, we will receive an upfront cash payment of $700 million and will be eligible to receive development, regulatory and sales milestone payments for potential total payments of up to $2.3 billion, including the upfront payment. We retain certain options for co-development, co-commercialization and profit sharing in the United States for multiple drug candidates, pursuant to these collaborations.

Current wording

We have entered into several revenue-generating collaborations with large biopharmaceutical companies, including collaborations with Gilead, Sanofi and Pfizer to leverage our DEL-AI platform for drug discovery, and a collaboration with Roche to develop and commercialize bexobrutideg. In aggregate, as of August 31, 2026, we have received $1.2 billion in non-dilutive financing from these collaborators and we are eligible to receive up to $7.2 billion in potential future fees and milestone payments, as well as royalties on future product sales. We retain certain options for co-development, co-commercialization and profit sharing in the United States for multiple drug candidates, pursuant to these collaborations.

Previous wording

In June 2019, we entered into a global strategic collaboration agreement with Gilead (as subsequently amended, the Gilead Agreement) to discover, develop and commercialize a pipeline of targeted protein degradation drugs for patients with cancer and other challenging diseases using our DEL-AI platform to identify novel agents that utilize E3 ligases to induce degradation of five specified drug targets. In August 2019 and September 2022, we entered into the First Amendment and the Second Amendment, respectively, to the Gilead Agreement to clarify certain language of the Gilead Agreement. These amendments had no impact on revenue recognition. In February and March 2024, as part of the existing collaboration agreement, Gilead elected to extend the five-year initial research term by two years for certain drug targets (Gilead Research Term Extension). The Gilead Research Term Extension triggered a $15.0 million payment, which we received in the second quarter of fiscal year 2024.

Current wording

In June 2019, we entered into a global strategic collaboration agreement with Gilead (as subsequently amended, the Gilead Agreement) to discover, develop and commercialize a pipeline of targeted protein degradation drugs for patients with cancer and other challenging diseases using our DEL-AI platform to identify novel agents that utilize E3 ligases to induce degradation of five specified drug targets. In August 2019 and September 2022, we entered into the First Amendment and the Second Amendment, respectively, to the Gilead Agreement to clarify certain language of the Gilead Agreement. These amendments had no impact on revenue recognition. In February and March 2024, as part of the existing collaboration agreement, Gilead elected to extend the five-year initial research term by two years for certain drug targets (First Gilead Research Term Extension). The First Gilead Research Term Extension triggered a $15.0 million payment, which we received in the second quarter of fiscal year 2024. In August 2026, we entered into the Third Amendment to the Gilead Agreement to extend the research term for one collaboration target by an additional two years (Second Gilead Research Term Extension). Pursuant to the Third Amendment, we expect to receive a one-time research term extension fee of $10.0 million for the Second Gilead Research Term Extension.

Previous wording

Upon signing the Gilead Agreement, Gilead paid us an upfront payment of $45.0 million, plus $3.0 million in additional fees. In addition, from the signing of the Gilead Agreement to May 31, 2026, we have received payments of $47.0 million for research milestones and additional payments, $20.0 million for a license option exercise payment, $15.0 million in research term extension fees and $5.0 million for a clinical milestone payment. As of May 31, 2026, we are eligible to receive up to approximately $1.8 billion in total additional payments based on certain additional fees, payments and the successful completion of certain preclinical, clinical, development and sales milestones. We also are eligible to receive mid-single digit to low tens percentage tiered royalties on annual net sales from any commercial products directed to the optioned collaboration targets, subject to certain reductions and excluding sales in the United States of any products for which we exercise our option to co-develop and co-promote, for which the parties share profits and losses evenly.

Current wording

Upon signing the Gilead Agreement, Gilead paid us an upfront payment of $45.0 million, plus $3.0 million in additional fees. In addition, from the signing of the Gilead Agreement to August 31, 2026, we have received payments of $47.0 million for research milestones and additional payments, $20.0 million for a license option exercise payment, $15.0 million in research term extension fees and $5.0 million for a clinical milestone payment. As of August 31, 2026, we are eligible to receive up to approximately $1.3 billion in total additional payments based on certain additional fees, payments and the successful completion of certain preclinical, clinical, development and sales milestones. We also are eligible to receive mid-single digit to low tens percentage tiered royalties on annual net sales from any commercial products directed to the optioned collaboration targets, subject to certain reductions and excluding sales in the United States of any products for which we exercise our option to co-develop and co-promote, for which the parties share profits and losses evenly.

Previous wording

We recognized collaboration revenue from the Gilead Agreement of $2.1 million and $3.6 million during the three and six months ended May 31, 2026, respectively, and $1.6 million and $3.3 million during the three and six months ended May 31, 2025, respectively. As of May 31, 2026 and November 30, 2025, there was $0.2 million and $3.8 million, respectively, of deferred revenue related to payments received by us under the Gilead Agreement.

Current wording

We recognized collaboration revenue from the Gilead Agreement of $0.2 million and $3.8 million during the three and nine months ended August 31, 2026, respectively, and $2.1 million and $5.5 million during the three and nine months ended August 31, 2025, respectively. As of August 31, 2026 and November 30, 2025, there was $10.0 million and $3.8 million, respectively, of deferred revenue related to payments received by us under the Gilead Agreement.

Previous wording

In January 2021, we entered into the First Amendment to the Sanofi Agreement to modify the research term on all targets. In December 2021, we entered into the Second Amendment to the Sanofi Agreement to extend the substitution deadline on certain targets. In July 2022, we entered into the Third Amendment to the Sanofi Agreement to further extend the substitution deadline on certain targets. The extensions of the substitution deadline had no impact on revenue recognition. Also in July 2022, Sanofi elected to replace certain drug targets, and the substitution extended the research term of those targets by one year to 5.25 years and increased overall forecasted costs, which had an immaterial impact on revenue recognition. In August 2022 and November 2023, we entered into the Fourth Amendment and Fifth Amendment, respectively, to the Sanofi Agreement to modify the research plan for certain targets, which had no impact on revenue recognition. In March 2024, we entered into the Sixth Amendment to the Sanofi Agreement to extend the research term for the collaboration target STAT6 (signal transducer and activator of transcription 6), a key drug target in type 2 inflammation, by two years, which is expected to increase overall forecasted costs and have an impact on revenue recognition. In April 2026, we entered into the Seventh Amendment to the Sanofi Agreement to enable Sanofi to continue research activities for the collaboration target STAT6 and for an additional collaboration target after the expiration of the original research term.

Current wording

In January 2021, we entered into the First Amendment to the Sanofi Agreement to modify the research term on all targets. In December 2021, we entered into the Second Amendment to the Sanofi Agreement to extend the substitution deadline on certain targets. In July 2022, we entered into the Third Amendment to the Sanofi Agreement to further extend the substitution deadline on certain targets. The extensions of the substitution deadline had no impact on revenue recognition. Also in July 2022, Sanofi elected to replace certain drug targets, and the substitution extended the research term of those targets by one year to 5.25 years and increased overall forecasted costs, which had an immaterial impact on revenue recognition. In August 2022 and November 2023, we entered into the Fourth Amendment and Fifth Amendment, respectively, to the Sanofi Agreement to modify the research plan for certain targets, which had no impact on revenue recognition. In March 2024, we entered into the Sixth Amendment to the Sanofi Agreement to extend the research term for the collaboration target STAT6 (signal transducer and activator of transcription 6), a key drug target in type 2 inflammation, by two years, which increased overall forecasted costs and had an impact on revenue recognition. In April 2026, we entered into the Seventh Amendment to the Sanofi Agreement to enable Sanofi to continue research activities for the collaboration target STAT6 and for an additional collaboration target after the expiration of the original research term, which had no impact on revenue recognition..

Previous wording

We recognized collaboration revenue from the Sanofi Agreement of $2.0 million during the three and six months ended May 31, 2026, and $3.4 million and $16.1 million of collaboration revenue during the three and six months ended May 31, 2025, respectively. As of May 31, 2026 and November 30, 2025, there was no deferred revenue related to payments received by us under the Sanofi Agreement and all performance obligations were satisfied.

Current wording

We recognized collaboration revenue from the Sanofi Agreement of $10.0 million and $12.0 million during the three and nine months ended August 31, 2026, respectively, and zero and $16.1 million of collaboration revenue during the three and nine months ended August 31, 2025, respectively. As of August 31, 2026 and November 30, 2025, there was no deferred revenue related to payments received by us under the Sanofi Agreement and all performance obligations were satisfied.

Previous wording

We recognized collaboration revenue from the Pfizer Agreement of $5.0 and $9.7 million during the three and six months ended May 31, 2026, respectively, and $4.0 million and $8.0 million during the three and six months ended May 31, 2025, respectively. As of May 31, 2026 and November 30, 2025, there was $19.1 million and $23.8 million, respectively, of deferred revenue related to payments received by us under the Pfizer Agreement.

Current wording

We recognized collaboration revenue from the Pfizer Agreement of $9.7 million and $19.4 million during the three and nine months ended August 31, 2026, respectively, and $5.8 million and $13.8 million during the three and nine months ended August 31, 2025, respectively. As of August 31, 2026 and November 30, 2025, there was $9.4 million and $23.8 million, respectively, of deferred revenue related to payments received by us under the Pfizer Agreement.

Previous wording

On June 6, 2026, we entered into the Roche Collaboration Agreement to develop, manufacture, commercialize and otherwise exploit bexobrutideg (NX-5948). Under the terms of the Roche Collaboration Agreement, we will receive an upfront cash payment of $700.0 million and are eligible to receive development, regulatory and sales milestone payments for potential total payments of up to $2.3 billion, including the upfront payment. Development costs will be shared 40% by us and 60% by Roche, subject to specified exceptions. The parties will equally split the profits and losses from U.S. commercialization. We and Roche will co-develop and co-commercialize bexobrutideg in the United States across all indications. Outside of the United States, Roche will be responsible for development and commercialization, and we are eligible to receive tiered royalties at rates ranging from the low teens to the high teens on ex-U.S. sales. The Roche Collaboration Agreement will become effective upon the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the expiration, termination or resolution of all other required waiting periods, clearance decisions or outstanding inquiries under antitrust laws.

Current wording

Global development costs will be shared 40% by us and 60% by Roche, subject to specified exceptions. The parties will equally share net profits and net losses from commercialization in the United States. Roche will have primary responsibility for certain regulatory, manufacturing and commercialization activities, subject to our specified participation rights in the United States.

Previous wording

Since the commencement of our operations, we have devoted substantially all of our resources to conducting research and development activities, establishing and maintaining our intellectual property portfolio, establishing our corporate infrastructure, raising capital and providing general and administrative support for these operations. We have funded our operations to date primarily from proceeds received under collaboration and license agreements with Celgene Corporation, Gilead, Sanofi and Pfizer and the issuance and sale of common stock, redeemable convertible preferred stock and pre-funded warrants. We do not expect to generate product revenue unless and until we successfully develop and obtain approval for the commercialization of a drug candidate, and we cannot assure you that we will ever generate significant revenue or profits.

Current wording

Since the commencement of our operations, we have devoted substantially all of our resources to conducting research and development activities, establishing and maintaining our intellectual property portfolio, establishing our corporate infrastructure, raising capital and providing general and administrative support for these operations. We have funded our operations to date primarily from proceeds received under collaboration and license agreements with Celgene Corporation, Gilead, Sanofi, Pfizer and Roche and the issuance and sale of common stock, redeemable convertible preferred stock and pre-funded warrants. We do not expect to generate product revenue unless and until we successfully develop and obtain approval for the commercialization of a drug candidate, and we cannot assure you that we will ever generate significant revenue or profits.

Previous wording

Since inception, we have generally incurred significant losses and negative cash flows from operations. During the six months ended May 31, 2026 and 2025, we incurred net losses of $176.7 million and $99.8 million, respectively. As of May 31, 2026, we had an accumulated deficit of $1.2 billion. These losses have resulted primarily from costs incurred in connection with research and development activities and general and administrative costs associated with our operations.

Current wording

Since inception, we have generally incurred significant losses and negative cash flows from operations. During the nine months ended August 31, 2026, we had net income of $373.1 million, and during the nine months ended August 31, 2025, we had a net loss of $186.2 million. As of August 31, 2026, we had an accumulated deficit of $630.1 million. Our net income for the nine months ended August 31, 2026, was primarily attributable to the $653.2 million of license revenue recognized under the Roche Collaboration Agreement. Our historical losses have resulted primarily from costs incurred in connection with research and development activities and general and administrative costs associated with our operations.

Previous wording

Our net losses and cash flows may fluctuate significantly from period to period, depending on, among other things, variations in the level of expense related to the ongoing development of our drug candidates, our DEL-AI platform or future development programs; the delay, addition or termination of clinical trials; and the execution of any additional collaboration, licensing or similar arrangements, and the timing of payments we may make or receive under such arrangements.

Current wording

Our results of operations and cash flows may fluctuate significantly from period to period, depending on, among other things, variations in the level of expense related to the ongoing development of our drug candidates, our DEL-AI platform or future development programs; the delay, addition or termination of clinical trials; and the execution of any additional collaboration, licensing or similar arrangements, and the timing of payments we may make or receive under such arrangements.

Previous wording

As of May 31, 2026, we had $443.5 million in cash, cash equivalents and marketable securities, and we expect to receive a $700.0 million upfront payment from Roche in the third fiscal quarter of 2026. We expect that our existing cash, cash equivalents and marketable securities are sufficient to fund our operations for at least the next 12 months. See the section titled “—Liquidity and Capital Resources” for more information. To finance our operations beyond that point, we will need to raise substantial additional capital to complete the development and commercialization of our drug candidates. Until such time as we can generate significant revenue from product sales, if ever, we expect to finance our operations through a combination of public or private equity offerings, debt financings, collaborations, strategic alliances, licensing arrangements and other marketing and distribution arrangements. In addition, we may seek additional capital due to favorable market conditions or strategic considerations, even if we believe we have sufficient funds for our current or future operating plans.

Current wording

As of August 31, 2026, we had $1.1 billion in cash, cash equivalents and marketable securities. We expect that our existing cash, cash equivalents and marketable securities are sufficient to fund our operations for at least the next 12 months. See the section titled “—Liquidity and Capital Resources” for more information. To finance our operations beyond that point, we will need to raise substantial additional capital to complete the development and commercialization of our drug candidates. Until such time as we can generate significant revenue from product sales, if ever, we expect to finance our operations through a combination of public or private equity offerings, debt financings, collaborations, strategic alliances, licensing arrangements and other marketing and distribution arrangements. In addition, we may seek additional capital due to favorable market conditions or strategic considerations, even if we believe we have sufficient funds for our current or future operating plans.

Previous wording

Uncertainty in the business, political and macroeconomic environments present significant risks to our business. We are subject to continuing risks and uncertainties, including increasing financial market volatility and uncertainty, inflation, interest rate fluctuations, changing tariff policies and trade restrictions, uncertainty with respect to the federal budget and debt ceiling and potential government shutdowns related thereto, instability in the global banking system, cybersecurity events, the impact of war or military conflict, including regional conflicts around the world, and public health pandemics. We closely monitor the impact of these factors on all aspects of our business, including the impacts on our clinical trial patients, employees, partners, suppliers, and vendors.

Current wording

Uncertainty in the business, political and macroeconomic environments presents significant risks to our business. We are subject to continuing risks and uncertainties, including increasing financial market volatility and uncertainty, inflation, interest rate fluctuations, changing tariff policies and trade restrictions, uncertainty with respect to the federal budget and debt ceiling and potential government shutdowns related thereto, instability in the global banking system, cybersecurity events, the impact of war or military conflict, including regional conflicts around the world, and public health pandemics. We closely monitor the impact of these factors on all aspects of our business, including the impacts on our clinical trial patients, employees, partners, suppliers, and vendors.

Previous wording

The provision for income taxes primarily consists of reserves for unrecognized tax benefits and state taxes. We have generated net operating losses since inception and have established a full valuation allowance against our deferred tax assets due to the uncertainty surrounding the realization of such assets.

Current wording

Our provision for income taxes consists primarily of U.S. federal and state income taxes, as well as reserves for unrecognized tax benefits. We have historically generated net operating losses and have established a full valuation allowance against our deferred tax assets due to the uncertainty surrounding the realization of such assets.

Previous wording

Our critical accounting policies and more significant areas involving management’s judgments and estimates used in preparation of our condensed financial statements are discussed in the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the fiscal year ended November 30, 2025. There have been no significant changes to these policies for the three and six months ended May 31, 2026.

Current wording

Our critical accounting policies and more significant areas involving management’s judgments and estimates used in preparation of our condensed financial statements are discussed in the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the fiscal year ended November 30, 2025. There have been no significant changes to these policies for the three and nine months ended August 31, 2026.

Previous wording

Comparison of the three and six months ended May 31, 2026 and 2025

Current wording

Comparison of the three and nine months ended August 31, 2026 and 2025

Previous wording

Our collaboration revenue decreased by $5.0 million and $17.2 million during the three and six months ended May 31, 2026, compared to the three and six months ended May 31, 2025, respectively. For all periods presented, the decrease in revenue from our collaborations with Gilead and Sanofi was primarily attributable to the conclusion of the initial research term for certain drug targets.

Current wording

Our collaboration revenue decreased by $5.2 million during the nine months ended August 31, 2026, compared to the nine months ended August 31, 2025, primarily due to the decrease in revenue from our collaborations with Gilead and Sanofi as we concluded the initial research term for certain drug targets.

Previous wording

Our license revenue was $30.0 million for the three and six months ended May 31, 2025 and is related to the Sanofi License Extensions. There was no license revenue for the three and six months ended May 31, 2026.

Current wording

Our license revenue was $653.2 million for the three and nine months ended August 31, 2026, and represents the portion of the upfront payment received for the Development and Commercialization License under the Roche Collaboration Agreement. Our license revenue was $30.0 million for the nine months ended August 31, 2025, and represents fees from the Sanofi License Extensions. There was no license revenue for the three months ended August 31, 2025.

Previous wording

Our research and development expenses increased by $24.0 million during the six months ended May 31, 2026, compared to the six months ended May 31, 2025. There was an increase in clinical, contract manufacturing and consulting costs as we continued to accelerate the enrollment of patients in the ongoing clinical trials of bexobrutideg (NX-5948) and prepare for the initiation of additional trials, and an increase in contract research costs to support our ongoing collaborations. There was also an increase in personnel related costs attributable to higher average employee compensation and an increase in non-cash stock-based compensation expense primarily driven by the increased issuance of restricted stock units and incentive stock options.

Current wording

Our research and development expenses increased by $17.2 million during the nine months ended August 31, 2026, compared to the nine months ended August 31, 2025. There was an increase in clinical, contract manufacturing and consulting costs as we continued to accelerate the enrollment of patients in the ongoing clinical trials of bexobrutideg (NX-5948) and prepare for the initiation of additional trials, and an increase in contract research costs to support our ongoing collaborations. There was also an increase in personnel related costs attributable to higher average employee compensation and an increase in non-cash stock-based compensation expense primarily driven by the increased issuance of restricted stock units and incentive stock options.

Previous wording

Our general and administrative expenses increased by $1.3 million during the three months ended May 31, 2026, compared to the three months ended May 31, 2025. There was an increase in legal costs for collaboration and business development activities.

Current wording

Our general and administrative expenses increased by $21.2 million and $25.5 million during the three and nine months ended August 31, 2026, compared to the three and nine months ended August 31, 2025, respectively. For all periods presented, there was an increase due to one-time expenses associated with the Roche transaction for consulting and business development activities.

Previous wording

In August 2021, we filed a shelf registration statement on Form S-3 with the SEC, which was amended in February 2023 (the Shelf Registration Statement) and which expired in August 2024 with respect to additional sales of securities. The Shelf Registration Statement, which included a base prospectus, allowed us to offer and sell up to $450.0 million of our registered common stock, preferred stock, debt securities, warrants, subscriptions rights and/or units or any combination of securities described in the prospectus in one or more offerings. In addition, in August 2021, we entered into an Equity Distribution Agreement with Piper Sandler & Co. (Piper Sandler) pursuant to which, from time to time, we could offer and sell through Piper Sandler up to $150.0 million of the common stock registered under the Shelf Registration Statement pursuant to one or more “at the market” offerings. We are not required to sell any shares at any time during the term of the Equity Distribution Agreement. We agreed to pay Piper Sandler a commission of up to 3.0% of the gross sales price of any shares sold pursuant to the Equity Distribution Agreement. In June 2022, we issued and sold 2,000,000 shares of common stock under the Equity Distribution Agreement at a price of $10.00 per share for gross proceeds of $20.0 million, before deducting offering commissions and expenses paid by us. In May 2024, we issued and sold 3,194,809 shares of common stock under the Equity Distribution Agreement at various prices ranging from $15.50 to $16.00 per share for total gross proceeds of $50.2 million, before deducting offering commissions and expenses paid by us (the May 2024 ATM Financing).

Current wording

In August 2021, we filed a shelf registration statement on Form S-3 with the SEC, which was amended in February 2023 (the Shelf Registration Statement) and which expired in August 2024 with respect to additional sales of securities. The Shelf Registration Statement, which included a base prospectus, allowed us to offer and sell up to $450.0 million of our registered common stock, preferred stock, debt securities, warrants, subscription rights and/or units or any combination of securities described in the prospectus in one or more offerings. In addition, in August 2021, we entered into an Equity Distribution Agreement with Piper Sandler & Co. (Piper Sandler) pursuant to which, from time to time, we could offer and sell through Piper Sandler up to $150.0 million of the common stock registered under the Shelf Registration Statement pursuant to one or more “at the market” offerings. We are not required to sell any shares at any time during the term of the Equity Distribution Agreement. We agreed to pay Piper Sandler a commission of up to 3.0% of the gross sales price of any shares sold pursuant to the Equity Distribution Agreement. In June 2022, we issued and sold 2,000,000 shares of common stock under the Equity Distribution Agreement at a price of $10.00 per share for gross proceeds of $20.0 million, before deducting offering commissions and expenses paid by us. In May 2024, we issued and sold 3,194,809 shares of common stock under the Equity Distribution Agreement at various prices ranging from $15.50 to $16.00 per share for total gross proceeds of $50.2 million, before deducting offering commissions and expenses paid by us (the May 2024 ATM Financing).

Previous wording

In July 2022, we entered into separate securities purchase agreements with certain purchasers to issue and sell pre‑funded warrants to purchase an aggregate of 6,814,920 shares of our common stock in registered direct offerings (RDOs) at a price of $13.939 per pre-funded warrant (the 2022 Pre-Funded Warrants). Net proceeds from the RDOs were $94.8 million, after deducting offering expenses of $0.2 million. As of May 31, 2026, a total of 6,097,560 of the 2022 Pre-Funded Warrants remained available for exercise.

Current wording

In July 2022, we entered into separate securities purchase agreements with certain purchasers to issue and sell pre‑funded warrants to purchase an aggregate of 6,814,920 shares of our common stock in registered direct offerings (RDOs) at a price of $13.939 per pre-funded warrant (the 2022 Pre-Funded Warrants). Net proceeds from the RDOs were $94.8 million, after deducting offering expenses of $0.2 million. As of August 31, 2026, a total of 2,869,440 of the 2022 Pre-Funded Warrants remained available for exercise.

Previous wording

In April 2024, we completed an underwritten public offering (the 2024 Public Offering) and issued (a) 11,916,667 shares of common stock, which included 1,750,000 shares issued upon the exercise in full by our underwriters of their option to purchase additional shares of common stock, at a public offering price of $15.00 per share, and (b) pre-funded warrants to purchase 1,500,100 shares of our common stock (the 2024 Pre-Funded Warrants) at a public offering price of $14.999 per pre-funded warrant, which represents the per share public offering price for the common stock less a $0.001 per share exercise price for each pre-funded warrant. The net proceeds from this offering were approximately $188.7 million, after deducting underwriting discounts and commissions and offering expenses. As of May 31, 2026, a total of 1,480,349 of the 2024 Pre-Funded Warrants remained available for exercise.

Current wording

In April 2024, we completed an underwritten public offering (the 2024 Public Offering) and issued (a) 11,916,667 shares of common stock, which included 1,750,000 shares issued upon the exercise in full by our underwriters of their option to purchase additional shares of common stock, at a public offering price of $15.00 per share, and (b) pre-funded warrants to purchase 1,500,100 shares of our common stock (the 2024 Pre-Funded Warrants) at a public offering price of $14.999 per pre-funded warrant, which represents the per share public offering price for the common stock less a $0.001 per share exercise price for each pre-funded warrant. The net proceeds from this offering were approximately $188.7 million, after deducting underwriting discounts and commissions and offering expenses. As of August 31, 2026, none of the 2024 Pre-Funded Warrants remained available for exercise.

Previous wording

As of May 31, 2026, our operations have primarily been funded through the net proceeds from equity offerings of $1.4 billion and proceeds from collaborations of $489.0 million. We do not have any products approved for sale, and we have not generated any revenue from product sales. As of May 31, 2026, we had $443.5 million in cash, cash equivalents and marketable securities, and we expect to receive an additional $700.0 million upfront payment from Roche in the third fiscal quarter of 2026.

Current wording

As of August 31, 2026, our operations have primarily been funded through the net proceeds from equity offerings of $1.4 billion and proceeds from collaborations of $1.2 billion. We do not have any products approved for sale, and we have not generated any revenue from product sales. As of August 31, 2026, we had $1.1 billion in cash, cash equivalents and marketable securities.

Previous wording

We expect that our existing cash, cash equivalents and marketable securities are sufficient to meet our cash requirements and continue operating activities, including the clinical trials of our drug candidates bexobrutideg (NX-5948), zelebrudomide (NX-2127) and NX-1607 and the expansion of our intellectual property portfolio and infrastructure, for at least the next 12 months. We will need substantial additional funding to support our continuing operations and pursue our long-term business plan. We may seek to raise any necessary additional capital through a combination of public or private equity offerings, debt financings, collaborations, strategic alliances, licensing arrangements and other marketing and distribution arrangements. Because of the numerous risks and uncertainties associated with the development and commercialization of our drug candidates and the extent to which we may enter into additional collaborations with third parties to participate in their development and commercialization, we are unable to estimate the amounts of increased capital outlays and operating expenditures associated with our current and anticipated preclinical studies and clinical trials.

Current wording

We expect that our existing cash, cash equivalents and marketable securities are sufficient to meet our cash requirements and continue operating activities, including the clinical trials of our drug candidates bexobrutideg (NX-5948), which is in late-stage clinical development under a co-development and co-commercialization collaboration with Roche, and NX-1607 and the expansion of our intellectual property portfolio and infrastructure, for at least the next 12 months. We will need substantial additional funding to support our continuing operations and pursue our long-term business plan. We may seek to raise any necessary additional capital through a combination of public or private equity offerings, debt financings, collaborations, strategic alliances, licensing arrangements and other marketing and distribution arrangements. Because of the numerous risks and uncertainties associated with the development and commercialization of our drug candidates and the extent to which we may enter into additional collaborations with third parties to participate in their development and commercialization, we are unable to estimate the amounts of increased capital outlays and operating expenditures associated with our current and anticipated preclinical studies and clinical trials.

Previous wording

•the progress, costs and results of our Phase 1 and Phase 2 clinical trials for our lead drug candidate bexobrutideg, our Phase 1 clinical trials for zelebrudomide and NX-1607, and any future clinical development of such drug candidates;

Current wording

•the progress, costs and results of our clinical trials for our lead drug candidates bexobrutideg and NX-1607, and any future clinical development of such drug candidates;

Previous wording

•the costs and timing of future commercialization activities, including product manufacturing, marketing, sales and distribution, for any of our drug candidates for which we receive marketing approval;

Current wording

•the costs and timing of commercial readiness and future commercialization activities, including product manufacturing, marketing, sales and distribution, for any of our drug candidates for which we receive marketing approval;

Previous wording

Our contractual obligations mostly consist of our operating lease obligations for facilities in Brisbane, California and The Woodlands, Texas. Our total operating lease commitments as of May 31, 2026, were approximately $83.6 million, of which $9.0 million is expected to be paid within the next 12 months. In addition, we enter into agreements in the normal course of business with contract research organizations for clinical trials and with vendors for preclinical studies and other services and products for operating purposes, which are generally cancelable upon written notice.

Current wording

Our contractual obligations mostly consist of our operating lease obligations for facilities in Brisbane, California and The Woodlands, Texas. Our total operating lease commitments as of August 31, 2026, were approximately $81.7 million, of which $9.5 million is expected to be paid within the next 12 months. In addition, we enter into agreements in the normal course of business with contract research organizations for clinical trials and with vendors for preclinical studies and other services and products for operating purposes, which are generally cancelable upon written notice.

Previous wording

Net cash used in operating activities was $124.2 million for the six months ended May 31, 2025, and consisted of a net loss of $99.8 million and an increase in net assets of $46.5 million, offset by non-cash adjustments of $22.1 million. The increase in net assets consisted of a decrease in deferred revenue of $15.5 million as we increased effort in our programs and recognized revenue, a decrease in operating lease liabilities of $3.1 million due to lease payments made during the period, a decrease in accounts payable of $5.9 million from payments to vendors, an increase in accounts receivable of $19.0 million related to the Second Sanofi License Extension and a milestone payment under the Sanofi Agreement, and an increase in other assets of $3.0 million primarily for the Brisbane lease security deposit. Non-cash adjustments primarily consisted of stock-based compensation expenses of $19.1 million, depreciation and amortization expenses of $4.6 million and amortization of operating lease ROU assets of $4.6 million, offset by net accretion of discount on marketable securities of $6.3 million.

Current wording

Net cash used in operating activities was $181.6 million for the nine months ended August 31, 2025, and consisted of a net loss of $186.2 million and an increase in net assets of $30.0 million, offset by non-cash adjustments of $34.6 million. The increase in net assets consisted of a decrease in deferred revenue of $23.4 million as we increased effort in our programs and recognized revenue, a decrease in operating lease liabilities of $4.3 million due to lease payments made during the period, a decrease in accounts payable of $3.7 million from payments to vendors, an increase in prepaid and other assets of $4.9 million primarily due to security deposit payments related to the Brisbane Lease, offset by an increase in accrued expenses and other accrued liabilities of $6.3 million primarily due to the accrual of costs related to our clinical trials. Non-cash adjustments primarily consisted of stock-based compensation expenses of $28.9 million, depreciation and amortization expenses of $6.6 million and amortization of operating lease ROU assets of $7.6 million, offset by net accretion of discount on marketable securities of $8.5 million.

Previous wording

Net cash provided by investing activities was $97.0 million for the six months ended May 31, 2025, and primarily consisted of the maturity of marketable securities of $281.5 million, offset by the purchase of marketable securities of $178.4 million and the purchase of property and equipment of $6.2 million.

Current wording

Net cash provided by investing activities was $0.8 million for the nine months ended August 31, 2026, and primarily consisted of the maturity of marketable securities of $435.1 million, offset by the purchase of marketable securities of $430.0 million and the purchase of property and equipment of $4.4 million.

Previous wording

Net cash used in investing activities was $30.8 million for the six months ended May 31, 2026, and primarily consisted of the purchase of marketable securities of $280.6 million and the purchase of property and equipment of $3.0 million, partially offset by the maturity of marketable securities of $252.7 million.

Current wording

Net cash provided by investing activities was $147.5 million for the nine months ended August 31, 2025, and primarily consisted of the maturity of marketable securities of $437.7 million, partially offset by the purchase of marketable securities of $281.4 million and the purchase of property and equipment of $8.9 million.

Previous wording

Net cash provided by financing activities was $20.0 million for the six months ended May 31, 2026, and consisted primarily of proceeds from the January 2026 ATM financing and issuance of common stock under our Employee Stock Purchase Plan (ESPP).

Current wording

Net cash provided by financing activities was $25.2 million for the nine months ended August 31, 2026, and consisted primarily of proceeds from the January 2026 ATM financing, the exercise of stock options and the issuance of common stock under our Employee Stock Purchase Plan (ESPP).

Previous wording

Net cash provided by financing activities was $1.5 million for the six months ended May 31, 2025, and consisted primarily of proceeds from the issuance of common stock under our ESPP.

Current wording

Net cash provided by financing activities was $2.6 million for the nine months ended August 31, 2025, and consisted primarily of proceeds from the issuance of common stock under our ESPP.