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United States securities and exchange commission logo
June 3, 2020
Arthur Sands
Chief Executive Officer
Nurix Therapeutics, Inc.
1700 Owens Street, Suite 205
San Franciso, CA
Re: Nurix Therapeutics,
Inc.
Draft Registration
Statement on Form S-1
Confidentially
submitted in May 6, 2020
CIK No. 0001549595
Dear Dr. Sands:
We have reviewed your draft registration statement and have the
following comments. In
some of our comments, we may ask you to provide us with information so
we may better
understand your disclosure.
Please respond to this letter by providing the requested
information and either submitting
an amended draft registration statement or publicly filing your
registration statement on
EDGAR. If you do not believe our comments apply to your facts and
circumstances or do not
believe an amendment is appropriate, please tell us why in your
response.
After reviewing the information you provide in response to these
comments and your
amended draft registration statement or filed registration statement, we
may have additional
comments.
Draft Registration Statement on Form S-1 filed May 5, 2020
Prospectus Summary
Our drug candidates, page 3
1. Please revise your
pipeline table here and on page 111 to include columns for each stage
of further clinical
development for your product candidates (i.e., Phase 1, Phase 2, Phase
3). We also note that
the pipeline tables include BTK CTM2, which appears to be in the
discovery phase.
Because you have not identified a product candidate for this program, it
appears premature to
include it in a product pipeline table. Please revise or provide us
your analysis as to why
you believe this program is material to your operations.
Use of proceeds, page 76
Arthur Sands
FirstName LastNameArthur Sands
Nurix Therapeutics, Inc.
Comapany NameNurix Therapeutics, Inc.
June 3, 2020
Page 2
June 3, 2020 Page 2
FirstName LastName
2. We note your disclosure that you intend to use net proceeds to fund
the development of
NX-2127 and NX-1607. Please specify how far in the development of each
product
candidate you expect to reach with the proceeds of the offering. If
any material amounts
of other funds are necessary to accomplish the specified purposes,
state the amounts and
sources of other funds needed for each specified purpose and the
sources.
Stock-based compensation, page 94
3. Once you have an estimated offering price or range, please explain to
us the reasons for
any differences between the recent valuations of your common stock
leading up to the
initial public offering and the estimated offering price. This
information will help facilitate
our review of your accounting for equity issuances including stock
compensation and
beneficial conversion features.
Business, page 102
4. Please revise the disclosure in your prospectus to remove statements
that imply an
expectation of regulatory approval, including claims regarding the
safety and efficacy of
your product candidates, as these statements are inappropriate given
the stage of
development. For example, on page 116, you suggest that NX-2127 "could
be effective"
against both wild type and ibrutinib-resistant BTK alleles, and on
page 126, you state that
you selected these compounds not only on "the basis of their potential
efficacy and
safety," but also for their ease of synthesis and reasonable cost of
their starting materials.
Collaborations, page 124
5. With respect to the Sanofi Agreement and the Gilead Agreement, please
revise your
disclosure to separately disclose the amounts receivable in fees and
in (i) development, (ii)
regulatory and (iii) sales milestones. Please also revise the
reference to "low double-
digits" in your description of the royalties receivable under the
Gilead Agreement to no
more than ten percentage points (for example, between twenty and
thirty percent). Please
also discuss your option to co-develop and co-promote any product
candidates, including
any limitations on your right and any requirements to exercising your
rights.
Intellectual property, page 128
6. Please expand the discussion of your intellectual property portfolio
on page 129 to
disclose for each of your material patent applications (i) the
specific product(s) to which
such patent applications relate, (ii) the type of patent protection
requested (composition of
matter, use or process) and (iii) expected expiration dates if
granted.
General
7. Please supplementally provide us with copies of all written
communications, as defined in
Rule 405 under the Securities Act, that you, or anyone authorized to
do so on your behalf,
Arthur Sands
Nurix Therapeutics, Inc.
June 3, 2020
Page 3
present to potential investors in reliance on Section 5(d) of the
Securities Act, whether or
not they retain copies of the communications.
You may contact Tracey McKoy at 202-551-3772 or Terence O'Brien at
202-551-3355 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Irene Paik at 202-551-6553 or Suzanne Hayes at 202-551-3675 with any
other questions.
FirstName LastNameArthur Sands Sincerely,
Comapany NameNurix Therapeutics, Inc.
Division of
Corporation Finance
June 3, 2020 Page 3 Office of Life
Sciences
FirstName LastName