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Sunday, March 8th, 2026

Nurix Therapeutics, Inc. Files Form 8-K Announcing Amendment to Equity Distribution Agreement with Piper Sandler (March 6, 2026)




Nurix Therapeutics, Inc. Announces Amendment No. 3 to Equity Distribution Agreement – Investor Briefing

Nurix Therapeutics, Inc. Announces Significant Expansion of At-the-Market Offering Program

Key Update to Equity Distribution Agreement with Piper Sandler—Potential for Share Price Impact

Nurix Therapeutics, Inc. (“Nurix” or the “Company”), a clinical-stage biopharmaceutical company, has announced a major update to its capital-raising strategy. On March 6, 2026, the company entered into Amendment No. 3 to its Equity Distribution Agreement with Piper Sandler & Co.—a move that will be closely watched by shareholders and market participants for its implications on share value and dilution.

Key Highlights from the Announcement

  • Expansion of At-the-Market (ATM) Offering: The aggregate dollar amount of common stock that Nurix may offer and sell “at the market” has been increased from \$300 million to \$413.65 million. This represents a material expansion in the Company’s ability to raise capital via its ATM program.
  • Sales Agent: Piper Sandler will continue to act as the Company’s sales agent for the ATM offerings.
  • Legal and Regulatory Compliance: The offering is being conducted under the Company’s universal automatic shelf registration statement on Form S-3 (File No. 333-280117), with the relevant prospectus supplement and legal opinion filed as exhibits to the Form 8-K.
  • Timing and Mechanism: Shares may be sold from time to time, at the Company’s discretion, through the ATM facility, allowing the Company to opportunistically access capital as market conditions permit.

Details for Shareholders

  • Potential Dilution: If the Company sells shares up to the new \$413.65 million cap, this could result in significant dilution to existing shareholders, depending on share price and the number of shares issued.
  • Price Impact: The potential for additional share issuance may put downward pressure on the stock price in the near term, as the market absorbs the possibility of increased float and dilution.
  • Use of Proceeds: While the report does not specify the exact intended use of proceeds, such ATM programs typically fund clinical development, R&D, working capital, and potentially business development initiatives.
  • Legal Opinion and Compliance: The legal opinion from Fenwick & West LLP confirms the validity of the shares to be issued, and all necessary filings and amendments (including the updated prospectus supplement) have been made with the SEC.
  • No Immediate Offering: The Form 8-K filing clarifies that this is not a direct offer to sell securities at this time, but rather an update to the offering program and the regulatory framework for future sales.

Other Notable Information

  • Corporate Details: Nurix Therapeutics, Inc. is headquartered at 1600 Sierra Point Parkway, Brisbane, California, and its common stock is traded on the Nasdaq Global Market under the symbol NRIX.
  • Emerging Growth Company Status: Nurix is no longer classified as an emerging growth company, potentially signaling its maturation and ongoing compliance with full SEC reporting standards.
  • Board Approval and Execution: The agreement was duly authorized and executed by President and CEO Dr. Arthur T. Sands on March 6, 2026.
  • Expense Reimbursement: The Company will reimburse Piper Sandler for up to \$50,000 in legal and out-of-pocket expenses related to the execution of this amendment.

What Investors Should Watch

  • The expanded ATM program gives Nurix greater financial flexibility, but also increases the risk of shareholder dilution if the Company elects to utilize the full capacity.
  • Share price could be sensitive to news of share sales or actual execution under the ATM facility—investors should monitor Company disclosures for any material activity.
  • The Company’s ability to raise significant additional funds may be a positive in terms of supporting pipeline advancement, but could be viewed as a negative if the market perceives a need for ongoing capital raises.

Conclusion

This is a material development for Nurix Therapeutics, Inc., as it significantly expands the Company’s authorized capacity to raise capital via its ATM program. While this provides flexibility and potential funding to advance the pipeline, investors should carefully consider the potential for dilution and near-term impacts on the share price. The execution of any sales under the ATM program may create volatility, and the market will be watching closely for further updates.


Disclaimer: This article is for informational purposes only and does not constitute investment advice or a recommendation to buy or sell any security. Investors should conduct their own due diligence and consult with financial advisors before making investment decisions. The author and publisher assume no liability for any actions taken in reliance on the information contained herein.




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