Nuvectis Pharma, Inc. 10-K

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Market Information Our common stock is listed on the NASDAQ Capital Market and trades under the symbol “NVCT.” We commenced trading on the NASDAQ Capital Market on February 4, 2022. Prior to that date, there was no public market for our common stock. Equity Compensation Plans On May 23, 2021 (the “Effective Date”), our Board of Directors (the “Board”) adopted the Centry Pharma, Inc. Global Equity Incentive Plan (the “2021 Plan”), which will continue in effect for ten years from the Effective Date. We intend to file one or more registration statements on Form S-8 under the Securities Act to register our shares issued or reserved for issuance under our equity incentive plans. The first such registration statement is expected to be filed soon after the date of this report and will automatically become effective upon filing with the SEC. Accordingly, shares registered under such registration statement will be available for sale in the open market, unless such shares are subject to vesting restrictions with us or lock-up restrictions pursuant to our initial public offering. 44 Securities Authorized for Issuance under Equity Compensation Plans The following table provides certain information as of December 31, 2021, with respect to all of our equity compensation plans in effect on that date: Number of securities remaining available for Number of future issuance securities to be under equity issued upon Weighted-average compensation exercise of exercise price of plans (excluding outstanding outstanding securities reflected Plan Category options options in column 1) Equity compensation plans approved by security holders, the 2021 Plan 375,063 $ 2.67 1,124,937 Equity compensation plans not approved by security holders 193,557 0.00 — Total 568,620 $ 1.76 1,124,937 The Company’s 2021 Plan, which was amended upon the completion of the initial public offering in February 2022, has 1,500,000 shares of common stock available for issuance. Holders As of March 17, 2022, there were approximately 43 holders of record of our common stock. The number of beneficial holders of our common stock does not reflect shareholders who hold shares in street name through brokerage accounts or other nominees. Dividends We have never paid cash dividends on any of our capital stock and currently intend to retain our future earnings, if any, to fund the development and growth of our business. Recent Sales of Unregistered Securities Since July 27, 2020, we have made the issuances of our unregistered securities described below. Also included is the consideration received by us for such securities and information relating to the section of the Securities Act, or rule of the SEC, under which exemption from registration was claimed. During June and July 2021, the Company closed an investment agreement with its founders, directors, and certain new investors to issue 128,520 Series A Preferred shares, at a price of approximately $119.05 per share, for a total investment amount of approximately $15.3 million, in which $1.73 million were invested by related parties on the same terms as all other investors. These securities were offered and sold by us in reliance upon the exemption from the registration requirements provided by Section 4(a)(2) of the Securities Act and Rule 506(b) of Regulation D promulgated thereunder in a transaction by an issuer not involving any public offering. All the Series A preferred shares were converted into 5,012,280 shares of common stock of the Company upon the completion of our initial public offering. 45 Use of Proceeds from Sales of Registered Securities On February 4, 2022, our registration statement on Form S-1 (File No. 333-260099) and our registration statement on Form S-1MEF (File No. 333-262512) (collectively, the “Registration Statements”) were declared effective by the SEC. Pursuant to such Registration Statements, we sold an aggregate of 3,200,000 shares of our common stock at a price of $5.00 per share for aggregate net cash proceeds of approximately $13.6 million, which amount is net of $1.12 million in underwriter’s discounts, commissions and expenses, and $1.3 million of other expenses incurred in connection with the offering. We closed the offering on February 8, 2022. H.C. Wainwright & Co. acted as sole book-running manager for the offering. We intend to use the net proceeds of this offering to fund the Phase 1/2 development of NXP800, to continue development and sponsored research related to our current product candidates or any future product candidate, hiring of additional personnel, capital expenditures, costs of operating as a public company and other general corporate purposes. There has been no material change in the expected use of the net proceeds from our initial public offering as described in our final prospectus filed with the SEC on February 8, 2022 pursuant to Rule 424(b) under the Securities Act. We invested the funds received in an interest-bearing money market account. Item 6. [RESERVED.] 46