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Item 9A. Controls and Procedures

2026-02-11 compared with 2025-02-25 · 627 added, 134 removed, 596 unchanged (56% of the section changed)

26 unchanged sentences

Directors, Executive Officers and Corporate Governance

The information required by this Item is incorporated herein by reference from our Proxy Statement for our 2025 Annual Meeting of Stockholders.

The following biographies set forth the names of our current directors and executive officers, their ages, their positions with us, their principal occupations and employers, any other directorships held by them during the past five years in companies that are subject to the reporting requirements of the Exchange Act of 1934, or any company registered as an investment company under the Investment Company Act of 1940, as well as additional information, all of which we believe sets forth each director nominee’s qualifications to serve on the Board.

Chairman, Chief Executive Officer and President

Enrique Poradosu

Executive Vice President, Chief Scientific and Business Officer

Executive Vice President, Chief Development and Operations Officer

Michael Carson

Vice President of Finance

Kenneth Hoberman

Matthew Kaplan

Executive Officers and Senior Management

Ron Bentsur (60), Chairman, Chief Executive Officer and President,

Ron Bentsur co-founded and has served as the Chairman, President and CEO of Nuvectis since 2020.

He served as CEO of UroGen Pharma, Inc.

URGN) from 2015 until 2019, and as CEO of Keryx Biopharmaceuticals, Inc.

(acquired by Akebia Therapeutics) from 2009 until 2015.

As CEO at UroGen and Keryx, Mr.

Bentsur led the clinical development, regulatory approvals and the commercial infrastructure buildouts for the US commercial launches of Jelmyto and Auryxia, respectively.

Bentsur also led the establishment of a successful worldwide partnership for an earlier-stage program at UroGen and an ex-US development partnership for Auryxia at Keryx.

Prior to that, Mr.

Bentsur served as CEO of XTL Biopharmaceuticals, Inc.

XTLB) from 2006 until 2009 and as Investor Relations and CFO of Keryx from October 2000 until January 2006.

Earlier in his career, Mr.

Bentsur worked as an investment banker in NYC and Tel Aviv, Israel, from 1994 until 2000.

Bentsur also served as a member of the Board of Directors of Stemline Therapeutics, Inc.

from 2009 through the approval and launch of Elzonris and the subsequent acquisition of the company by the Menarini Group in June 2020.

Bentsur holds a BA in Economics and Business Administration with distinction from the Hebrew University of Jerusalem, Israel and an MBA ( Magna Cum Laude ), from New York University’s Stern School of Business.

Enrique Poradosu, PhD (60), Executive Vice President, Chief Scientific and Business Officer ,

Enrique Poradosu co-founded and has served as the Chief Scientific and Business Officer of Nuvectis since 2020.

From 2016 until 2020, he served as SVP, Business and Scientific Strategy at Stemline Therapeutics, Inc.

(acquired by the Menarini Group in June 2020).

At Stemline, Dr.

Poradosu led the licensing and scientific strategy of the company’s pipeline, as well as directly leading strategic planning and operational execution of the early-stage drug development programs.

Prior to that, Dr.

Poradosu served as VP Business and Scientific Strategy at Keryx Biopharmaceuticals, Inc.

(acquired by Akebia Therapeutics), from 2003 until 2016.

From 1998 until 2003, Dr.

Poradosu served as a project manager at a private biomedical incubator.

Poradosu holds a BSc in Chemistry and Biology with distinction and a PhD in Biochemistry from the Hebrew University of Jerusalem, Israel.

Shay Shemesh (43), Executive Vice President, Chief Development and Operations Officer ,

Shay Shemesh co-founded and has served as the Chief Development and Operations Officer of Nuvectis since 2020.

From 2015 until 2020, he served as SVP, Clinical and Regulatory Affairs at Stemline Therapeutics, Inc.

(acquired by the Menarini Group in June 2020) where he led multi- disciplinary development teams in early and late-stage projects.

In this role, Mr.

Shemesh held responsibilities for the strategic planning and operational execution of the Elzonris Biologics License Application with the FDA, and the Marketing Authorization Application with the EMA, resulting in the approval of Elzonris in both regions for the treatment of blastic plasmacytoid dendritic cell neoplasm, an orphan hematologic malignancy.

Prior to that, Mr.

Shemesh led the clinical operations department at Keryx Biopharmaceuticals (acquired by Akebia Therapeutics), where he managed the late-stage clinical trials for Auryxia for the treatment of anemia in patients with non-dialysis CKD, which led to the approval of Auryxia in this indication in the US and the EU.

Shemesh holds a BSc and MSc in Biotechnology from Bar Ilan University in Israel.

Michael Carson (50), Vice President of Finance ,

Michael Carson has over 20 years of broad experience in corporate finance, accounting, and operations and has served as our Vice President of Finance since March 2022.

He specializes in clinical stage biopharmaceutical and biotechnology companies.

From late 2019 until 2021, he served as Vice President of Finance at XyloCor Therapeutics, Inc.

where he led the accounting, treasury and finance functions.

During 2019, Mr.

Carson consulted for Smiths Medical, Inc., a division of Smiths Group, as Global Controller along with serving as Vice President of Finance in a consulting role for several other biopharmaceutical and medical device companies.

At Smiths Medical, he led a team responsible for accounting, treasury and foreign currency exposure.

From 2015 to 2019 he served as Director of Financial Planning and Analysis at Neuronetics (NASDAQ:

In this role, Mr.

Carson served as the second in command to the Chief Financial Officer and held responsibilities for strategic planning, financial execution, investor relations, and controllership.

In the past, he has held several finance and accounting positions at Abbott Laboratories (NYSE:

ABT) and served as an auditor at Crowe LLP and Deloitte.

Carson holds a Bachelor of Arts in Business and Economics along with a Bachelor of Science in Mechanical Engineering from Lafayette College in Pennsylvania.

He is a licensed Certified Public Accountant in the Commonwealth of Pennsylvania.

Non-Employee Directors

Kenneth Hoberman

Kenneth Hoberman joined our Board of Directors in July 2021.

Hoberman has extensive financial, investor relations, corporate governance, operational and business development experience, including M&A, strategic alliances and partnerships.

Hoberman has served as the Chief Operating Officer of Stemline Therapeutics, Inc.

While at Stemline, he helped lead the company from an early-stage drug development

company to a fully integrated commercial entity including through the company’s successful initial public offering.

Hoberman also led the M&A transaction resulting in the acquisition of Stemline by the Menarini Group in June 2020.

He was previously Vice President of Corporate and Business Development of Keryx Biopharmaceuticals, Inc., where he led the company’s business strategy for Auryxia, including its in-licensing and Japanese partnership.

Hoberman is on the Board of Directors of TG Therapeutics, Inc.

Hoberman holds a B.S.B.A.

in Finance from Boston University and completed post-baccalaureate studies at Columbia University.

Matthew Kaplan

Matthew Kaplan joined our Board of Directors in September 2021.

Kaplan is an experienced Equity Analyst with deep knowledge in biotechnology, particularly for analysis and advisement of early-stage companies.

With 24 years of experience as an Equity Analyst, from 2008 to February 2025, he was a Managing Director and the Head of Healthcare Equity Research at Ladenburg Thalmann & Co.

Prior to joining Ladenburg Thalmann & Co., he was a Partner and the Director of Healthcare Research with Punk, Ziegel & Company, a Senior Biotechnology Analyst at Evolution Capital, and a Director of The Life Sciences Group at The Carson Group.

Kaplan has received numerous citations as a top ranked Biotechnology Stock Picker by Thomson Reuters, The Financial Times, and Forbes.

Kaplan also spent six years as a Research Associate with the Albert Einstein College of Medicine / Montefiore Hospital Department of Cardiology, where he co-authored numerous articles on gene regulation in the heart.

Kaplan received his BS in Biology from the University of Michigan.

Oliviero, III

James Oliviero joined our Board of Directors in July 2021.

Oliviero has twenty-five years of operational experience in the biotechnology industry.

From October 2015 to May 2025, Mr.

Oliviero served as the President and Chief Executive Officer of Checkpoint Therapeutics, Inc., where he completed over $400 million in private and public financings for the company, while designing and overseeing the company’s development programs leading to the FDA approval of its first immunotherapy product, UNLOXCYT TM , in December 2024 and the subsequent acquisition of the company by Sun Pharmaceutical Industries Limited in May 2025.

Prior to Checkpoint, from May 2003 to September 2015, Mr.

Oliviero served in a variety of leadership capacities at Keryx Biopharmaceuticals, Inc., which was subsequently acquired by Akebia Therapeutics.

His most recent position at Keryx, beginning in April 2009, was as Chief Financial Officer, responsible for all the finance, accounting, investor relations, corporate governance and legal matters.

From August 1999 to May 2003, Mr.

Oliviero was Director of Finance for ACCESS Oncology, Inc., a privately held biotechnology company.

Oliviero is a CFA charterholder and holds a B.B.A.

in Finance with Highest Distinction from Emory University’s Goizueta Business School.

Juan Sanchez, MD

Juan Sanchez joined our Board of Directors in September 2025.

Sanchez brings 30+ years of multifaceted experience that uniquely integrates key healthcare perspectives including direct patient care as a medical doctor, research analysis on Wall Street followed by serving as a leading executive at a prominent biopharmaceutical company, Intra-Cellular Therapies.

Sanchez joined Intra-Cellular Therapies in 2014 and his tenure spanned the successful clinical development and commercialization of CAPLYTA (lumateperone), culminating in the company’s acquisition by Johnson & Johnson in April 2025 for $14.6 billion.

Prior to that, Dr.

Sanchez was a managing director of healthcare equity research at Ladenburg Thalmann & Co.

and Punk, Ziegel & Co.

Sanchez holds a Master’s degree in International Affairs from Columbia University in New York, an MBA from the University of Los Andes in Colombia, and received his Doctor of Medicine degree from Pontifical Xavierian University in Bogota, Colombia.

Sanchez practiced medicine for 5 years in Colombia.

Election of Officers and Family Relationships

Our executive officers are appointed by, and serve at the discretion of, our board of directors.

There are no family relationships among any of our directors or executive officers.

Board Composition

Our bylaws provide that our board of directors shall consist of between one and nine directors, which number shall be fixed from time to time by resolution of our board of directors.

Currently our board of directors consists of Ron Bentsur, Kenneth Hoberman, James Oliviero, Juan Sanchez and Matthew Kaplan.

Our bylaws also provide that our directors may be removed with or without cause by the affirmative vote of the holders of at least two-thirds of the votes that all our stockholders would be entitled to cast in an annual election of directors.

Our current and future executive officers and significant employees serve at the discretion of our Board.

Our Board may also choose to form certain committees, such as a compensation committee and an audit committee.

Board Leadership Structure

Ron Bentsur, our Chief Executive Officer, is also the Chairman of our board of directors.

Our corporate governance guidelines provide our board of directors with flexibility to select the appropriate leadership structure at a particular time based on what our board of directors determines to be in the best interests of the Company.

Our board of directors determined that, at the present time, having our Chief Executive Officer also serve as the Chairman of our board of directors provides us with optimally effective leadership and is in our best interests and those of our stockholders.

Twenty years of management experience in our industry as well as his extensive understanding of our business, operations, and strategy make him well qualified to serve as Chairman of our board.

Board Oversight of Risk

Risk assessment and oversight are an integral part of our governance and management processes.

Our board of directors encourages management to promote a culture that incorporates risk management into our corporate strategy and day-to-day business operations.

Management discusses strategic and operational risks at regular management meetings and conducts specific strategic planning and review sessions during the year that include a focused discussion and analysis of the risks facing us.

Throughout the year, senior management reviews these risks with the board of directors at regular board meetings as part of management presentations that focus on particular business functions, operations or strategies, and presents the steps taken by management to mitigate or eliminate such risks.

Our board of directors does not have a standing risk management committee, but rather administers this oversight function directly through our board of directors as a whole, as well as through various standing committees of our board of directors that address risks inherent in their respective areas of oversight.

In particular, our board of directors is responsible for monitoring and assessing strategic risk exposure.

Our audit committee is responsible for coordinating the board of director’s oversight of our internal control over financial reporting, disclosure controls and procedures, related-party transactions and code of conduct and corporate governance guidelines.

Our compensation committee is responsible for assessing and monitoring whether any of our compensation policies and programs has the potential to encourage excessive risk-taking as well as succession planning as it relates to our Chief Executive Officer.

While each committee is responsible for evaluating certain risks and overseeing the management of such risks, our entire board of directors will be regularly informed through committee reports about such risks.

Board Committees

Our board of directors has established an audit committee and compensation committee, each of which operates pursuant to a charter adopted by our board of directors.

Our board of directors may also establish other committees from time to time to assist the management of our business.

The composition and functions of each committee are described below.

Members serve on these committees until their resignation or until otherwise determined by our board of directors.

Each committee already established has adopted a written charter that satisfies the applicable rules and regulations of the Sarbanes-Oxley Act, the SEC and Nasdaq Listing Rules, which is available on our website at www.nuvectis.com.

Audit Committee

Our audit committee consists of Kenneth Hoberman, Matthew Kaplan, Juan Sanchez and James Oliviero, with James Oliviero serving as chair.

Our board of directors has determined that each member of the audit committee has sufficient knowledge in financial and auditing matters to serve on the audit committee.

Our board of directors has determined James Oliviero qualifies as an “audit committee financial expert,” as defined under the applicable rules of the SEC.

In making this determination, our board has considered prior experience, business acumen and independence.

The audit committee’s responsibilities include:

evaluating the performance, independence and qualifications of our independent auditors and determining whether to retain our existing independent auditors or engage new independent auditors;

reviewing and approving the engagement of our independent auditors to perform audit services and any permissible non-audit services;

monitoring the rotation of partners of our independent auditors on our engagement team as required by law;

prior to engagement of any independent auditor, and at least annually thereafter, reviewing relationships that may reasonably be thought to bear on their independence, and assessing and otherwise taking the appropriate action to oversee the independence of our independent auditor;

reviewing our annual and quarterly financial statements and reports, including the disclosures contained under the caption “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and discussing the statements and reports with our independent auditors and management;

reviewing, with our independent auditors and management, significant issues that arise regarding accounting principles and financial statement presentation and matters concerning the scope, adequacy and effectiveness of our financial controls;

reviewing with management and our independent auditors any earnings announcements and other public announcements regarding material developments;

establishing procedures for the receipt, retention and treatment of complaints received by us regarding financial controls, accounting or auditing matters and other matters;

preparing the report that the SEC requires in our annual proxy statement;

reviewing and providing oversight of any related-person transactions in accordance with our related-person transaction policy and reviewing and monitoring compliance with legal and regulatory responsibilities, including our code of business conduct and ethics;

reviewing our major financial risk exposures, including the guidelines and policies to govern the process by which risk assessment and risk management are implemented;

reviewing on a periodic basis our investment policy;

reviewing and evaluating on an annual basis the performance of the audit committee and the audit committee charter.

Compensation Committee

Our compensation committee consists of Kenneth Hoberman, Matthew Kaplan, Juan Sanchez, and James Oliviero, with Kenneth Hoberman serving as chair.

Our board of directors has determined that each of the members of our compensation committee is a non-employee director, as defined in Rule 16b-3 promulgated under the Exchange Act, and satisfies the Nasdaq independence requirements.

The functions of this committee include, among other things:

reviewing and approving our philosophy, policies and plans with respect to the compensation of our chief executive officer;

making recommendations to our board of directors with respect to the compensation of our chief executive officer and our other executive officers;

reviewing and assessing the independence of compensation advisors;

overseeing and administering our equity incentive plans;

reviewing and making recommendations to our board of directors with respect to director compensation;

preparing the Compensation Committee reports required by the SEC, including our “Compensation Discussion and Analysis” disclosure.

We believe that the composition and functioning of our compensation committee complies with all applicable requirements of the Sarbanes-Oxley Act, and all applicable SEC and Nasdaq rules and regulations.

We intend to comply with future requirements to the extent they become applicable to us.

Nominating and Corporate Governance Matters

Our board of directors does not currently have a nominating and corporate governance committee or other committee performing a similar function, nor do we have any formal written policies outlining the factors and process relating to the selection of nominees for consideration for membership on our board of directors by our directors or our stockholders.

Our board of directors has adopted resolutions in accordance with the rules of The Nasdaq Stock Market authorizing a majority of our independent members to recommend qualified director nominees for consideration by the board of directors.

Our board of directors believes that it is appropriate for us to not have a standing nominating and corporate governance committee because of a number of factors, including the number of independent members who want to participate in consideration of candidates for membership on our board of directors and in matters that relate to the corporate governance of our company.

Our board of directors consists of five members, four of whom are independent.

Our board of directors considered forming a nominating and corporate governance committee consisting of several of the independent members of our board of directors.

Forming a committee consisting of less than all of the independent members was unattractive because it would have omitted the other independent members of our board of directors who wanted to participate in considering qualified candidates for board membership and to have input on corporate governance matters related to our company.

Since our board of directors desired the participation in the nominations process of all of its independent directors, it therefore decided not to form a nominating and corporate governance committee and instead authorized a majority of the independent members of our board of directors to make and consider nominations for membership to our board of directors.

The independent members of our board of directors do not have a nominating and corporate governance committee charter, but act pursuant to board of director resolutions as described above.

Each of the members of our board of directors authorized to recommend director nominees is independent within the meaning of the current “independent director” standards established by The Nasdaq Stock Market rules.

Our board of directors intends to review this matter periodically, and may in the future elect to designate a formal nominating and corporate governance committee.

Code of Business Conduct and Ethics

We have adopted a written code of business conduct, that applies to our directors, officers and employees, including our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions.

A copy of the code is available on our website at www.nuvectis.com .

Insider Trading Policy

We have adopted an insider trading policy (the “Insider Trading Policy”), which governs the purchase, sale and other acquisitions and dispositions of Company securities by us and all our directors and employees.

This policy is reasonably designed to promote compliance with insider trading laws, related rules and regulations and any applicable listing standards.

A copy of the Insider Trading Policy is filed as Exhibit 19.1 to our Annual Report on Form 10-K for the year ended December 31, 2023, filed on March 5, 2024.

Policies and Practices Related to the Timing of Equity Awards

Our Compensation Committee has adopted a policy that prohibits timing or selecting grant dates of any stock options or stock-based awards in coordination with the release of material non-public information, which includes specific policies regarding the grant dates of equity awards for our executive officers and employees.

In each case, the exercise price of any stock options (or base price of any SARs) granted must equal the closing price of our common stock on the grant date.

Our Compensation Committee does not take into account material non-public information when determining the timing or terms of option or SAR awards , nor does the Company time disclosure of material non-public information for the purpose of affecting the value of executive compensation with such option or SAR awards.

During the year ended December 31, 2025, we did not grant stock options or SARs to any named executive officer (“NEO”) during any period beginning four business days before and ending one business day after the filing of any Company periodic report on Form 10-Q or Form 10-K, or the filing or furnishing of any Form 8-K that disclosed any material non-public information.

Policy Prohibiting Hedging and Pledging

Pursuant to our Insider Trading Policy, our officers, directors, and employees are prohibited from engaging in speculative trading, including hedging transactions or short sale transactions with respect to Company securities.

Delinquent Section 16(a) Reports

Section 16(a) of the Exchange Act requires our directors, executive officers and persons who own more than 10% of the shares of our common stock to file an initial report of ownership on Form 3 and changes in ownership on Form 4 or Form 5 with the SEC.

Such officers, directors and 10% stockholders are also required by SEC rules to furnish us with copies of any Forms 3, 4 or 5 that they file.

The SEC rules require us to disclose late filings of initial reports of stock ownership and changes in stock ownership by our directors, executive officers and 10% stockholders.

Based solely on a review of copies of the Forms 3, 4 and 5 furnished to us by reporting persons and any written representations furnished by certain reporting persons, we believe that during the fiscal year ended December 31, 2025, all Section 16(a) filing requirements applicable to our directors, executive officers and 10% stockholders were completed in a timely manner , with the exceptions of Charles Mosseri-Marlio and Juan Sanchez.

Mosseri-Marlio filed three (3) late reports on Form 4:

one on May 9, 2025, representing two transactions that were not reported on a timely basis;

one on June 20, 2025, representing one transaction that was not reported on a timely basis;

and one on October 29, 2025, representing two transactions that were not reported on a timely basis.

Sanchez filed one (1) late report on Form 3 on October 31, 2025, representing three transactions that were not reported on a timely basis, and one late (1) report on Form 4 on October 31, 2025, representing one transaction that was not reported on a timely basis.

Executive Compensation

The information required by this Item is incorporated herein by reference from our Proxy Statement for our 2025 Annual Meeting of Stockholders.

Summary Compensation Table

The following table sets forth information concerning compensation paid by us to Mr.

Poradosu, and Mr.

Shemesh, our “named executive officers,” for their services rendered to us in all capacities during the years ended December 31, 2025 and 2024.

Awards (1)(2)

Name and Principal Position

Ron Bentsur, Chairman & CEO

Enrique Poradosu, Chief Scientific & Business Officer

Shay Shemesh, Chief Development and Operations Officer

(1) Reflects the aggregate grant date fair value of equity awards granted during the fiscal year calculated in accordance with FASB ASC Topic 718.

Refer to Note 7 in the Notes to the Financial Statements included in this Annual Report on Form 10-K for information regarding the assumptions used to value these awards.

The grant date fair value of the equity awards does not take into account any awards which vest upon certain corporate milestones when the “measurement date” for accounting purposes for such awards has not yet occurred and the fair value is uncertain.

For such awards, stock-based compensation is measured and recorded if and when a milestone occurs, and the compensation for such awards are reflected in the table in such year the compensation is recorded.

(2) In 2024, Dr.

Poradosu, and Mr.

Shemesh were granted 130,000, and 130,000 shares of restricted stock, respectively, which will vest two thirds on July 15, 2026 and one third on January 3, 2027.

Poradosu, and Mr.

Shemesh were granted 250,000, 150,000, and 150,000 shares of restricted stock, respectively, which will vest one third on July 15, 2026, one third on January 2, 2027, and one third on January 2, 2028.

(3) Reflects salary earned for 2025, of which $454,631 to Mr.

Bentsur has not been paid, and $20,856 to Mr.

Shemesh has not been paid.

(4) Reflects salary earned for 2024, of which $634,323 to Mr.

Bentsur has not been paid.

(5) Reflects bonus awards earned in 2025 and 2024 upon the achievement of certain Company goals and objectives, which have not been paid.

Narrative to Summary Compensation Table

The following are our employment arrangements with our named executive officers:

Annual Base Salary

On February 4, 2022, we entered into an employment agreement with Mr.

Bentsur, pursuant to which he received an initial annual base salary of $575,000, paid monthly in equal installments.

On an annual basis, the amount

Bentsur’s salary shall be increased by no less than the greater of (1) the amount determined by the Company’s Compensation Committee, or (2) the relevant consumer price index (“CPI”).

In 2024 and 2025, Mr.

Bentsur received a bonus of $523,316 and $539,539, respectively, related to the achievement of certain Company goals and objectives, which have not been paid.

Equity Awards

In 2024, the Company did not award Mr.

Bentsur any equity awards.

In 2025, the Company awarded 250,000 shares of restricted stock to Mr.

Bentsur, which vest one third on July 15, 2026, one third on January 2, 2027 and one third on January 2, 2028.

Termination Provisions

In the event that Mr.

Bentsur is terminated without Cause, for Good Reason, upon a Change of Control “ Transaction ” (as such term is defined in the Company’s Global Equity Incentive Plan, as amended from time to time, or a successor plan), Death or Disability, as each such term is defined in Mr.

Bentsur’s employment agreement, all unvested shares of restricted stock and options shall be immediately accelerated and become fully vested and unrestricted/exercisable.

Upon termination for Cause, all unvested shares of restricted stock and options shall expire and terminate.

Bentsur resigns for Good Reason or is terminated due to Death or Disability, Change of Control, or otherwise terminated without Cause, then Mr.

Bentsur or his estate or beneficiaries, in the case of Death, will receive a one-time payment equal to two years of Mr.

Bentsur’s then annual base salary, plus a bonus payment equal to the annual bonus earned in the preceding year (if not already paid), the pro rata portion of the target bonus earned in the current year, benefits and expense reimbursement due to Mr.

Bentsur, payment in lieu of any accrued but unused vacation time, payment of any unreimbursed expenses, and continued coverage through the longest applicable limitations period under the Company’s directors and officers insurance policies, all such payments to be made within 60 days of the date of termination.

Bentsur’s employment is terminated for Cause, he shall be entitled to receive (i) the unpaid portion of his base salary then in effect accrued through the effective date of the termination of his employment hereunder, and (ii) payment for any unused vacation days, which have accrued through the effective date of the termination of Mr.

Bentsur’s employment, in each case to be paid within 30 days after such effective date.

In the event that a “ Transaction ” occurs during Mr.

Bentsur’s employment, regardless of whether Mr.

Bentsur’s employment is terminated, Mr.

Bentsur shall receive payment of the termination benefits described above as if his employment had been terminated on the effective date of the Transaction.

Following the Transaction, Mr.

Bentsur shall not be entitled to receive such termination benefits upon a future termination of his employment;

provided that he shall remain eligible to receive (i) any accrued benefits upon any such subsequent termination, and (ii) cash payments, paid in periodic installments in accordance with the Company’s usual payroll practices, for a period of 18 months, equal to the cost the Company would have incurred had Mr.

Bentsur continued group medical, dental, vision and/or prescription drug benefit coverage for himself and/or his eligible dependents under any Company sponsored group health plan covering Mr.

Bentsur and his eligible dependents at the time of the termination of employment.

Enrique Poradosu

Annual Base Salary

On February 4, 2022, we entered into an employment agreement with Dr.

Poradosu, pursuant to which he received an initial annual base salary is $400,000, paid monthly in equal installments.

On an annual basis, the amount

Poradosu’s salary shall be increased by no less than the greater of (1) the amount determined by the Company’s Compensation Committee, or (2) the relevant CPI.

In 2024 and 2025, Dr.

Poradosu received a bonus of $257,866, and $265,860, respectively, related to the achievement of certain Company goals and objectives, which has not been paid.

Equity Awards

Poradosu is eligible for grants of equity awards under the Company’s long-term equity incentive plan.

In 2024, the Company awarded 130,000 shares of restricted stock to Dr.

Poradosu, which vest two thirds on July 15, 2026, and one third on January 3, 2027.

In 2025, the Company awarded 150,000 shares of restricted stock to Dr.

Poradosu, which vest one third on July 15, 2026, one third on January 2, 2027 and one third on January 2, 2028.

Termination Provisions

In the event that Dr.

Poradosu is terminated without Cause, for Good Reason, upon a Change of Control “ Transaction ” (as such term is defined in the Company’s Global Equity Incentive Plan, as amended from time to time, or a successor plan), Death or Disability (as such terms are defined in Dr.

Poradosu’s employment agreement) all unvested shares of restricted stock and options shall be immediately accelerated and become fully vested and unrestricted/exercisable.

Upon termination for Cause, all unvested shares of restricted stock and options shall expire and terminate.

Poradosu resigns for Good Reason or is terminated due to Death or Disability, Change of Control, or otherwise terminated without Cause, Dr.

Poradosu or his estate or beneficiaries, in the case of Death, will receive a one-time payment equal to two years of Dr.

Poradosu’s then annual Base Salary, plus a bonus payment equal to Dr.

Poradosu’s annual bonus earned in the preceding year if not already paid, the pro rata portion of the target bonus earned in the current year, benefits and expense reimbursement due to Dr.

Poradosu, payment in lieu of any accrued but unused vacation time, payment of any unreimbursed expenses, and continued coverage through the longest applicable limitations period under the Company’s directors and officers insurance policies, all such payments to be made within 60 days of the date of termination.

Poradosu’s employment is terminated for Cause, he shall be entitled to receive (i) the unpaid portion of his base salary then in effect accrued through the effective date of the termination of his employment hereunder, and (ii) payment for any unused vacation days, which have accrued through the effective date of the termination of his employment, in each case to be paid within 30 days after such effective date.

In the event that a “ Transaction ” occurs during Dr.

Poradosu’s employment, regardless of whether Dr.

Poradosu’s employment is terminated, Dr.

Poradosu shall receive payment of the termination benefits described above as if his employment had been terminated on the effective date of the Transaction.

Following the Transaction, Dr.

Poradosu shall not be entitled to receive such termination benefits upon a future termination of his employment;

provided that he shall remain eligible to receive (i) any accrued benefits upon any such subsequent termination, and (ii) cash payments, paid in periodic installments in accordance with the Company’s usual payroll practices for a period of 18 months, equal to the cost the Company would have incurred had Dr.

Poradosu continued group medical, dental, vision and/or prescription drug benefit coverage for himself and/or his eligible dependents under any Company sponsored group health plan covering Dr.

Poradosu and his eligible dependents at the time of the termination of employment.

Annual Base Salary

On February 4, 2022, we entered into an employment agreement with Mr.

Shemesh, pursuant to which he received an initial annual base salary of $400,000, paid monthly in equal installments.

On an annual basis, the amount

Shemesh’s Salary shall be increased by no less than the greater of (1) the amount determined by the Company’s Compensation Committee, or (2) the relevant CPI.

In 2024 and 2025, Dr.

Poradosu received a bonus of $257,866, and $265,860, respectively, related to the achievement of certain Company goals and objectives, which has not been paid.

Equity Awards

Shemesh is eligible for grants of equity awards under the Company’s long-term equity incentive plan.

In 2024, the Company awarded 130,000 shares of restricted stock to Mr.

Shemesh, which vest two thirds on July 15, 2026, and one third on January 3, 2027.

In 2025, the Company awarded 150,000 shares of restricted stock to Mr.

Shemesh, which vest one third on July 15, 2026, one third on January 2, 2027 and one third on January 2, 2028..

Termination Provisions

In the event that Mr.

Shemesh is terminated without Cause, for Good Reason, upon a Change of Control “ Transaction ” (as such term is defined in the Company’s Global Equity Incentive Plan, as amended from time to time, or a successor plan), Death or Disability (as such terms are defined in the employment agreement) all unvested shares of restricted stock and options shall be immediately accelerated and become fully vested and unrestricted/exercisable.

Upon termination for Cause, all unvested shares of restricted stock and options shall expire and terminate.

Shemesh resigns for Good Reason or is terminated due to Death or Disability, Change of Control, or otherwise terminated without Cause, then Mr.

Shemesh or his estate or beneficiaries, in the case of Death, will receive a one-time payment equal to two years of Mr.

Shemesh’s then annual Base Salary, plus a bonus payment equal to the annual bonus earned in the preceding year if not already paid, the pro rata portion of the target bonus earned in the current year, plus benefits and expense reimbursement due to Mr.

Shemesh, payment in lieu of any accrued but unused vacation time, payment of any unreimbursed expenses, and continued coverage through the longest applicable limitations period under the Company’s directors and officers insurance policies, all such payments to be made within 60 days of the date of termination.

Shemesh’s employment is terminated for Cause, he shall be entitled to receive (i) the unpaid portion of his base salary then in effect accrued through the effective date of the termination of his employment hereunder, and (ii) payment for any unused vacation days, which have accrued through the effective date of the termination of his employment, in each case to be paid within 30 days after such effective date.

In the event that a “ Transaction ” occurs during Mr.

Shemesh’s employment, regardless of whether Mr.

Shemesh’s employment is terminated, Mr.

Shemesh shall receive payment of the termination benefits described above as if his employment had been terminated on the effective date of the Transaction.

Following the Transaction, Mr.

Shemesh shall not be entitled to receive such termination benefits upon a future termination of his employment;

provided that he shall remain eligible to receive (i) any accrued benefits upon any such subsequent termination and (ii) cash payments, paid in periodic installments in accordance with the Company’s usual payroll practices for a period of 18 months, equal to the cost the Company would have incurred had Mr.

Shemesh continued group medical, dental, vision and/or prescription drug benefit coverage for himself and/or his eligible dependents under any Company sponsored group health plan covering Mr.

Shemesh and his eligible dependents at the time of the termination of employment.

Outstanding Equity Awards as of December 31, 2025

The following table sets forth certain information concerning option awards and stock awards held by our Named Executive Officers as of December 31, 2025.

Equity Incentive Plan Awards:

Number of Shares

Market Value of Shares

Number of Unearned Shares,

or Payout Value of Unearned Shares,

that Have Not Vested

that Have Not Vested (1)

Units or Other Rights That Have

Units or other rights That Have

Not Vested (#)

Not Vested ($) (1)

Enrique Poradosu

(1) Market value is based on $7.55 per share, the closing price of our common stock on the Nasdaq Capital Market on December 31, 2025, the last trading day of the fiscal year.

(2) Reflects restricted stock awards granted upon the completion of a $15.3 million financing round in 2021, which will vest on July 15, 2026.

(3) Reflects restricted stock awards granted upon the completion of the Company’s IPO, which will vest on July 15, 2026.

(4) Reflects restricted stock awards granted by the Company, which will vest on July 15, 2026.

(5) Reflects restricted stock awards granted by the Company, which will vest two thirds on July 15, 2026, and one third on January 3, 2027.

(6) Reflects restricted stock awards granted by the Company, which will vest one third on July 15, 2026, one third on January 2, 2027, and one third on January 2, 2028.

D IRECTOR COMPENSATION

Director Compensation Program

In February 2022, our directors adopted a Non-Employee Directors Compensation Plan.

Our non-employee directors receive the following compensation:

Cash Compensation:

$40,000 annual retainer;

$5,000 additional annual retainer for Compensation Committee membership;

$5,000 additional annual retainer for Audit Committee membership;

$15,000 additional annual retainer for the Audit Committee Chair;

$15,000 additional annual retainer for the Compensation Committee Chair.

Equity Compensation:

Initial Equity Grant:

29,250 options to purchase our common stock, which shares shall vest and become non-forfeitable in equal annual installments over three years, beginning on the first anniversary of the grant date, subject to the director’s continued service on the board of directors on such date.

Re-Election Equity Grant:

Options having an estimated value of approximately $150,000, which shall vest and become non-forfeitable in equal annual installments over three years, beginning on the first anniversary of the grant date, subject to the director’s continued service on the board of directors on such date.

In addition, each non-employee director receives reimbursement for reasonable travel expenses incurred in attending meetings of our board of directors and meetings of committees of our board of directors.

2025 Director Compensation Table

The following table sets forth the cash and other compensation we paid to the non-employee members of our Board of Directors for all services in all capacities during 2025.

Bentsur is the Chief Executive Officer of the Company and does not receive additional compensation for his service on the Board of Directors.

Kenneth Hoberman

Matthew Kaplan

James Oliviero

(1) Represents cash retainer for serving on our Board and committees of the Board.

(2) Reflects the aggregate grant date fair value of restricted stock awards granted during the fiscal year calculated in accordance with FASB ASC Topic 718.

Refer to Note 7 in the Notes to the Financial Statements included in this Annual Report on Form 10-K for the year ended December 31, 2025, for information regarding the assumptions used to value these awards

(3) On June 16, 2023, all non-employee directors, except Dr.

Sanchez, received a grant of 18,000 restricted stock awards, which vest one third on each anniversary date until 2026.

On June 13, 2024, all non-employee directors, except Dr.

Sanchez, received a grant of 30,000 restricted stock awards, which vest one third on each anniversary date until 2027.

On June 12, 2025, all non-employee directors, except Dr.

Sanchez, received a grant of 30,000 restricted stock awards, which vest one third on each anniversary date until 2028.

(4) On November 5, 2025, Dr.

Sanchez received a grant of 30,000 restricted stock awards, which vest one third on each anniversary date until 2028.

(5) All non-employee directors, except Dr.

Sanchez, received a grant of 29,250 options for their initial equity grant during 2021, all of which are vested.

In addition, 15,000 options were granted to the non-employee directors, except Dr.

Sanchez, on April 1, 2022, which vest one third on each anniversary date until 2025.

All of these options remained outstanding on December 31, 2025.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

The information required by this Item is incorporated herein by reference from our Proxy Statement for our 2025 Annual Meeting of Stockholders.

Security Ownership of Certain Beneficial Owners

The following table shows information, as of February 6, 2026, concerning the beneficial ownership of our common stock by:

each person we know to be the beneficial owner of more than 5% of our common stock;

each of our current directors;

each of our NEOs shown in our Summary Compensation Table.

ALL CURRENT DIRECTORS AND NEOS AS A GROUP

As of February 6, 2026, there were 26,491,702 shares of our common stock outstanding.

In order to calculate a stockholder’s percentage of beneficial ownership, we include in the calculation those shares underlying options or warrants beneficially owned by that stockholder that are vested or that will vest within 60 days of February 6, 2026.

Shares of restricted stock are deemed to be outstanding.

Options or warrants held by other stockholders that are not attributed to the named beneficial owner are disregarded in this calculation.

Beneficial ownership is determined in accordance with the rules of the SEC and includes voting or investment power with respect to the shares of our common stock.

Unless we have indicated otherwise, each person named in the table below has sole voting power and investment power for the shares listed opposite such person’s name, except to the extent authority is shared by spouses under community property laws.

The address of all directors and executive officers is c/o Nuvectis Pharma, Inc., 1 Bridge Plaza, Suite 275, Fort Lee, NJ 07024.

Common Stock Beneficially Owned

Percentage of

Name of Beneficial Owner

Named Executive Officers and Directors:

Ron Bentsur (1)

Enrique Poradosu (2)

Shay Shemesh (3)

Michael Carson (4)

Kenneth Hoberman (5)

Matthew Kaplan (6)

James Oliviero (7)

Juan Sanchez (8)

All executive officers and directors as a group

5% or Greater Stockholders:

Charles Mosseri-Marlio (9)

(1) This includes 96,759 shares of restricted stock granted to Mr.

Bentsur on July 27, 2021, in connection with the closing of the $15.3 million Preferred A capital raise.

These restricted shares vest on July 15, 2026.

This also includes 120,000 shares of restricted stock granted to Mr.

Bentsur on April 1, 2022, in connection with his employee agreement.

These shares vest on July 15, 2026.

This also includes 210,000, shares of restricted stock granted to Mr.

Bentsur on January 12, 2023.

These shares vest on July 15, 2026.

This also includes 250,000 shares of restricted stock granted to Mr.

Bentsur on January 2, 2025.

These shares vest one third on July 15, 2026, one third on January 2, 2027 and one third on January 2, 2028.

This includes 150,000 shares of restricted stock granted to Mr.

Bentsur on January 6, 2026.

These shares vest over a three-year period with one third vesting on each anniversary date of the grant.

(2) This includes 48,399 shares of restricted stock granted to Dr.

Poradosu on July 27, 2021, in connection with the closing of the $15.3 million Preferred A capital raise.

These restricted shares vest on July 15, 2026.

This also includes 60,000 shares of restricted stock granted to Dr.

Poradosu on April 1, 2022, in connection with

his employee agreement.

These shares vest on July 15, 2026.

This also includes 115,000 shares of restricted stock granted to Dr.

Poradosu on January 12, 2023.

These shares vest on July 15, 2026.

This also includes 130,000 shares of restricted stock granted to Dr.

Poradosu on January 3, 2024.

These shares vest two thirds on July 15, 2026, and one third on January 3, 2027.

This also includes 150,000 shares of restricted stock granted to Dr.

Poradosu on January 2, 2025.

These shares vest one third on July 15, 2026, one third on January 2, 2027 and one third on January 2, 2028.

This includes 150,000 shares of restricted stock granted to Dr.

Poradosu on January 6, 2026.

These shares vest over a three-year period with one third vesting on each anniversary date of the grant.

(3) This includes 48,399 shares of restricted stock granted to Mr.

Shemesh on July 27, 2021, in connection with the closing of the $15.3 million Preferred A capital raise.

These restricted shares vest on July 15, 2026.

This also includes 60,000 shares of restricted stock granted to Mr.

Shemesh on April 1, 2022, in connection with his employee agreement.

These shares vest on July 15, 2026.

This also includes 115,000 shares of restricted stock granted to Mr.

Shemesh on January 12, 2023.

These shares vest on July 15, 2026.

This also includes 130,000 shares of restricted stock granted to Mr.

Shemesh on January 3, 2024.

These shares vest two thirds on July 15, 2026, and one third on January 3, 2027.

This also includes 150,000 shares of restricted stock granted to Mr.

Shemesh on January 2, 2025.

These shares vest one third on July 15, 2026, one third on January 2, 2027 and one third on January 2, 2028.

This includes 150,000 shares of restricted stock granted to Mr.

Shemesh on January 6, 2026.

These shares vest over a three-year period with one third vesting on each anniversary date of the grant.

(4) This includes 27,300 shares of restricted stock granted to Mr.

Carson on November 1, 2021.

Two thirds of these restricted shares have vested (one third on each of the first two anniversaries of the grant date), and one third vest on November 1, 2024

(5) This excludes 16,380 shares owned by the Hoberman Descendants Trust, to which Mr.

Hoberman disclaims ownership.

On July 19, 2021, Mr.

Hoberman was granted 29,250 options vesting over a three-year period, one third each year, exercisable into common shares of the Company at a price of $3.05.

29,250 options are exercisable or will be exercisable within 60 days of April 15, 2024, and were included in the beneficial ownership calculation.

On April 1, 2022, Mr.

Hoberman was granted 15,000 options vesting over a three-year period with one third vesting on each anniversary date of the grant, exercisable into common shares of the Company at a price of $7.02.

15,000 options have become exercisable since April 1, 2022, and were included in the beneficial ownership calculation.

On June 16, 2023, Mr.

Hoberman was granted 18,000 of restricted stock vesting over a three-year period with one third vesting on each anniversary date of the grant.

On June 13, 2024, Mr.

Hoberman was granted 30,000 of restricted stock vesting over a three-year period with one third vesting on each anniversary date of the grant.

On June 12, 2025, Mr.

Hoberman was granted 30,000 of restricted stock vesting over a three-year period with one third vesting on each anniversary date of the grant.

(6) On September 2, 2021, Mr.

Kaplan was granted 29,250 options vesting over a three-year period, one third each year, exercisable into common shares of the Company at a price of $3.05.

19,500 options are exercisable or will be exercisable within 60 days of April 15, 2024, and were included in the beneficial ownership calculation.

On April 1, 2022, Mr.

Kaplan was granted 15,000 options vesting over a three-year period with one third vesting on each anniversary date of the grant, exercisable into common shares of the Company at a price of $7.02.

10,000 options have become exercisable since April 1, 2022, and were included in the beneficial ownership calculation.

On June 16, 2023, Mr.

Kaplan was granted 18,000 of restricted stock vesting over a three-year period with one third vesting on each anniversary date of the grant.

On June 13, 2024, Mr.

Kaplan was granted 30,000 of restricted stock vesting over a three-year period with one third vesting on each anniversary date of the grant.

On June 12, 2025, Mr.

Kaplan was granted 30,000 of restricted stock vesting over a three-year period with one third vesting on each anniversary date of the grant.

(7) On July 6, 2021, Mr.

Oliviero was granted 29,250 options vesting over a three-year period, one third each year, exercisable into common shares of the Company at a price of $3.05.

19,500 options are exercisable or will be exercisable within 60 days of April 15, 2024, and were included in the beneficial ownership calculation.

On April 1, 2022, Mr.

Oliviero was granted 15,000 options vesting over a three-year period with

one third vesting on each anniversary date of the grant, exercisable into common shares of the Company at a price of $7.02.

10,000 options have become exercisable since April 1, 2022, and were included in the beneficial ownership calculation.

On June 16, 2023, Mr.

Oliviero was granted 18,000 of restricted stock vesting over a three-year period with one third vesting on each anniversary date of the grant.

On June 13, 2024, Mr.

Oliviero was granted 30,000 of restricted stock vesting over a three-year period with one third vesting on each anniversary date of the grant.

On June 12, 2025, Mr.

Oliviero was granted 30,000 of restricted stock vesting over a three-year period with one third vesting on each anniversary date of the grant.

(8) On November 5, 2025, Dr.

Sanchez was granted 30,000 of restricted stock vesting over a three-year period with one third vesting on each anniversary date of grant.

(9) The address of Charles Mosseri-Marlio is 27 Ripplevale Grove, London N1 1HS, UK.

Share ownership reported above is based on a Form 4 filed by Charles Mosseri-Marlio on October 29, 2025.

Certain Relationships and Related Transactions, and Director Independence.

The information required by this Item is incorporated herein by reference from our Proxy Statement for our 2025 Annual Meeting of Stockholders.

RELATED-PERSON TRANSACTIONS

Since inception, we have not been involved in a transaction or series of similar transactions that:

the amount involved exceeded or exceeds $120,000 or 1% of the average of our total assets as of December 31, 2025 and 2024;

any of our directors or executive officers, any holder of 5% of our capital stock or any member of their immediate family had or will have a direct or indirect material interest.

Policies and Procedures for Transaction with Related Persons

Our board of directors adopted a written related person transaction policy, setting forth the policies and procedures for the review and approval or ratification of related person transactions.

This policy covers, with certain exceptions set forth in Item 404 of Regulation S-K under the Securities Act, any transaction, arrangement or relationship, or any series of similar transactions, arrangements or relationships in which we were or are to be a participant, where the amount involved exceeds $120,000 or 1% of the average of our total assets as of December 31, 2025, and 2024, and a related person had or will have a direct or indirect material interest, including without limitation purchases of goods or services by or from the related person or entities in which the related person has a material interest, indebtedness, guarantees of indebtedness and employment by us of a related person.

In reviewing and approving any such transactions, our audit committee is tasked to consider all relevant facts and circumstances, including but not limited to whether the transaction is on terms comparable to those that could be obtained in an arm’s length transaction with an unrelated third party and the extent of the related person’s interest in the transaction.

Director Independence

Our board of directors has determined that Kenneth Hoberman, Matthew Kaplan, Juan Sanchez and James Oliviero are independent directors.

In making this determination, our board of directors applied the standards set forth in the rules of Nasdaq and in Rule 10A-3 under the Exchange Act.

Our board of directors considered all relevant facts and circumstances known to it in evaluating the independence of these directors, including their current and historical employment, any compensation we have given to them, any transactions we have with them, their beneficial ownership of our capital stock, their ability to exert control over us, all other material relationships they have had with us and the same facts with respect to their immediate families.

Although there is no specific policy regarding diversity in identifying director nominees, the board of directors seek the talents and backgrounds that would be most helpful to us in selecting director nominees.

Principal Accountant Fees and Services

The information required by this Item is incorporated herein by reference from our Proxy Statement for our 2025 Annual Meeting of Stockholders.

The following table presents the aggregate fees billed to the Company for professional services rendered by Kesselman & Kesselman, Certified Public Accountants (Isr.), a member firm of PricewaterhouseCoopers International Limited for the years ended December 31, 2025 and 2024.

Audit Fees (1)

Audit-Related Fees (2)

All Other Fees (4)

(1) Audit Fees consist of fees billed for professional services rendered in connection with the audit of our annual financial statements included in our Annual Reports on Form 10-K for those two fiscal years, the review of our financial statements included in our Quarterly Reports on Form 10-Q during those two fiscal years, and other services provided in connection with registration statements.

(2) For the year ended December 31, 2025 and 2024 , audit-related fees pertained to services rendered in connection with procedures required for filings with the SEC.

(3) During the fiscal years ended December 31, 2025 and 2024, we were not billed by Kesselman & Kesselman for any fees for professional services rendered for tax compliance, tax advice, and tax planning services.

(4) During the fiscal years ended December 31, 2025 and 2024 , we were not billed by Kesselman & Kesselman for any fees for services, other than those described above, rendered to us for those two fiscal years.

Audit Committee Pre-Approval Policies

In accordance with the requirements of the Sarbanes-Oxley Act and applicable SEC rules, the audit committee has established policies and procedures for the pre-approval of all audit and permissible non-audit services provided by the independent auditor.

Under these policies and procedures, proposed services must be submitted to the audit committee for consideration and specific pre-approval.

The Chairman of the audit committee or determined delegate shall have the authority to give verbal or written pre-approval or approval to the Company’s independent auditors with respect to all audit and non-audit related services that the auditors provide to the Company before the engagement begins, unless applicable rules and regulations allow otherwise.

However, the pre-approval requirement may be waived with respect to the provision of non-audit services for us if the “ de minimus” provisions of Section 10A(i)(1)(B) of the Exchange Act are satisfied.

Exhibits and Financial Statement Schedules

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Finance income

NET LOSS ATTRIBUTABLE TO COMMON STOCKHOLDERS

EFFECT OF WARRANTS MODIFICATION, see Note 6

TOTAL NET LOSS ATTRIBUTABLE TO COMMON SHAREHOLDERS

BASIC AND DILUTED NET LOSS PER COMMON SHARE OUTSTANDING, see Note 8

9 unchanged sentences

Issuance of restricted share awards

Exercise of preferred investment options, net of offering costs of $ 755

Exercise of warrants

Issuance of common shares, net of offering costs of $ 382 - At-the-market

Exercise of options

Share-based payments

2 unchanged sentences

Issuance of common shares, net of offering costs of $ 548 - At-the-market

Issuance of common shares, net of offering costs of $ 1,552 - Public Offering

Share-based payments

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Changes in operating assets and liabilities:

(Increase)/decrease in other current assets

Decrease in accounts payable

Increase/(decrease) in accrued liabilities

Increase in accrued compensation and benefits

Increase in other current assets

Increase/(decrease) in accounts payable

(Decrease)/increase in accrued liabilities

Increase in employee compensation and benefits

Net cash used in operating activities

4 unchanged sentences

Issuance costs related to At-the-market offering

Issuance costs related to initial public offering

Proceeds from exercise of warrants, options, and preferred investment options

Issuance costs related to the exercise of warrants, and preferred investment options

Issuance costs related to private placement

Proceeds from public offering

Issuance costs related to public offering

Net cash provided by financing activities

(DECREASE) IN CASH AND CASH EQUIVALENTS

INCREASE/(DECREASE) IN CASH AND CASH EQUIVALENTS

CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD

CASH AND CASH EQUIVALENTS AT END OF PERIOD

* Represent amount lower than $1,000 USD.

The accompanying notes are an integral part of these financial statements.

NUVECTIS PHARMA, INC.

Notes to the Financial Statements

NOTE 1 – GENERAL:

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During the year ended December 31, 2025, the Company sold a total of 1,996,028 shares of common stock under the ATM for aggregate total gross proceeds of approximately $ 15.7 million at an average selling price of $ 7.86 per share, resulting in net proceeds of approximately $ 15.2 million after deducting commissions and other transaction costs.

See Note 12.e for at-the-market activity subsequent to December 31, 2024.

On February 5, 2025, the Company sold 3,105,000 shares of common stock with aggregate gross proceeds of approximately $ 15.5 million at a sales price of $ 5.00 per share, resulting in approximate net proceeds of $ 13.9 million after deducting underwriter commissions and other transaction costs including a $ 0.4 million payment due to the UoE related to a fundraising event in the license agreement.

See Note 12.f for events subsequent to December 31, 2024.

Based on management’s cash flow projections, the Company believes that the Company’s currently available cash and cash equivalents as of December 31, 2025 is sufficient to fund the Company’s planned operations for a period greater than 12 months from the issuance of these financial statements.

2 unchanged sentences

In the event the Company is not successful in obtaining sufficient funding, this could force the Company to delay, limit, or reduce our products’ development, clinical trials, commercialization efforts or other operations, or even close down or liquidate.

NUVECTIS PHARMA, INC.

Notes to the Financial Statements (continued)

NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES:

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Cash may consist of deposits held with banks that may at times exceed federally insured limits, however, exposure to credit risk in the event of default by the financial institution is limited to the extent of amounts recorded on the balance sheets.

The Company has not experienced any losses in such accounts and management

NUVECTIS PHARMA, INC.

Notes to the Financial Statements (continued)

believes that the Company is not exposed to significant credit risk due to the financial position of the depository institutions in which those deposits are held.

The Company has not experienced any losses in such accounts and management believes that the Company is not exposed to significant credit risk due to the financial position of the depository institutions in which those deposits are held.

In accordance with Accounting Standards Codification (“ASC”) 842, Leases, the Company defines a short-term lease if a lease has a lease term of 12 months or less and does not include an option to purchase the underlying asset that the lessee is reasonably certain to exercise.

2 unchanged sentences

Lease expense for minimum lease payments is recognized on a straight-line basis over the lease term in general and administrative.

The operating lease costs for 2024 and 2023 were $ 14 thousand each year.

The operating lease costs for 2025 and 2024 were $ 34 thousand and $ 14 thousand, respectively.

Research and Development Expenses

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The Company accounts for employees’, directors’ and service providers’ share-based payment awards classified as equity awards using the grant-date fair value method.

The fair value of share-based payment

NUVECTIS PHARMA, INC.

Notes to the Financial Statements (continued)

transactions is recognized as an expense over the requisite service period.

The fair value of share-based payment transactions is recognized as an expense over the requisite service period.

The equity awards could come in the form of options, warrants and RSAs.

22 unchanged sentences

Net Loss Per Share

NUVECTIS PHARMA, INC.

Notes to the Financial Statements (continued)

little or no further consideration outstanding during the period, without consideration of potentially dilutive securities.

The Company’s basic net loss per share is calculated by dividing net loss attributable to ordinary shareholders by the weighted-average number of ordinary shares and vested ordinary shares issuable for little or no further consideration outstanding during the period, without consideration of potentially dilutive securities.

The diluted net loss per share is calculated by giving effect to all potentially dilutive securities outstanding for the period using the treasury share method.

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The Company follows authoritative accounting guidance, which among other things, defines fair value, establishes a consistent framework for measuring fair value, and expands disclosure for each major asset and liability category measured at fair value on either a recurring or nonrecurring basis.

Fair value is defined as the exchange price that would be received to sell an asset or paid to transfer a liability (at exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date.

Fair value is

defined as the exchange price that would be received to sell an asset or paid to transfer a liability (at exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date.

The three levels of inputs that may be used to measure fair value include:

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The Company determines the accounting classification of warrants that are issued, as either liability or equity, by first assessing whether the warrants meet liability classification in accordance with ASC 480-10, Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity, (“ASC 480-10”), and then in accordance with ASC 815-40, Derivatives and Hedging - Contracts in Entity’s Own Equity (“ASC 815-40”).

Under ASC 480-10, warrants are considered liability-classified if the warrants are mandatorily redeemable, obligate the issuer to settle the warrants or the underlying

NUVECTIS PHARMA, INC.

Notes to the Financial Statements (continued)

shares by paying cash or other assets, or must or may require settlement by issuing variable number of shares.

Under ASC 480-10, warrants are considered liability-classified if the warrants are mandatorily redeemable, obligate the issuer to settle the warrants or the underlying shares by paying cash or other assets, or must or may require settlement by issuing variable number of shares.

If the warrants do not meet liability classification under ASC 480-10, the Company assesses the requirements under ASC 815-40, which states that contracts that require or may require the issuer to settle the contract for cash are liabilities recorded at fair value, irrespective of the likelihood of the transaction occurring that triggers the net cash settlement feature.

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After all relevant assessments are made, the Company concludes whether the warrants are classified as liability or equity.

Liability-classified warrants are required to be accounted for at fair value both on the date of issuance and on subsequent accounting period ending dates, with all changes in fair value after the issuance date recorded as a component of other income (expense), net in the statements of operations.

other income (expense), net in the statements of operations.

Equity-classified warrants are accounted for at consideration received on the issuance date with no changes in fair value recognized after the issuance date.

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Using exemptions provided under the JOBS Act for EGCs, the Company has elected to defer compliance with new or revised ASUs until it is required to comply with such updates, which is generally consistent with the adoption dates of private companies.

In November 2023, the FASB issued ASU No.

2023-07, Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures.

This ASU improves reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses.

The key amendments include:

(a) introduce a new requirement to disclose significant segment expenses regularly provided to the chief operating decision maker (“CODM”), (b) extend certain annual disclosures to interim periods, (c) clarify single reportable segment entities must apply ASC 280 in its entirety, (d) permit more than one measure of segment profit or loss to be reported under certain conditions, and (e) require disclosure of the title and position of the CODM.

This ASU is effective for public entities with fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024.

The Company adopted ASU 2023-07 on January 1, 2024 and such adoption did not impact the Company’s financial position, results of operations, cash flows or net loss per share (See Note 9).

Recently Issued Accounting Pronouncements Not Yet Adopted

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The Company is currently evaluating this ASU to determine its impact on the Company's disclosures.

NUVECTIS PHARMA, INC.

Notes to the Financial Statements (continued)

In December 2023, FASB issued an Accounting Standard Update No.

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The Company is in the process of assessing the impacts and method of adoption.

In September 2025, the FASB issued ASU 2025-07 “Derivatives Scope Refinements and Scope Clarification for Share-Based Noncash Consideration from a Customer in a Revenue Contract”.

The ASU excludes from the derivative accounting certain non-exchange-traded contracts with contracts with underlying that are based on operations or activities specific to one of the parties to the contract.

the ASU clarifies that an entity should apply the guidance in ASC 606 to a contract with share-based noncash consideration.

The guidance in other Topics (such as ASC 815 or ASC 312) does not apply to such consideration unless and until the entity’s right to receive or retain the consideration is unconditional.

The ASU is effective for annual periods beginning after December 15, 2026 and interim periods within those annual periods.

Early adoption is permitted.

The amendment can be applied either prospectively to new contracts entered into on or after the date of adoption or on a modified retrospective basis through cumulative effect adjustment to the opening balance of retained earnings as of the beginning of the annual reporting period of adoption.

The Company is in the process of evaluating the effects of the ASU on its contracts.

NOTE 3 – RESEARCH AND DEVELOPMENT EXPENSES:

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Total research and development expenses

NUVECTIS PHARMA, INC.

Notes to the Financial Statements (continued)

NOTE 4 – GENERAL AND ADMINISTRATIVE EXPENSES:

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In May 2021, the Company entered into a worldwide, exclusive license agreement with the CRT Pioneer Fund for CP800 and any of its derivatives, (collectively, the “CP800 Program”).

CP800 is a small molecule drug candidate that the Company believes can be applied to a broad range of cancers.

CP800, now referred to as NXP800, is a small molecule drug candidate that the Company believes can be applied to a broad range of cancers.

Prior to licensing by the Company, CRT was the commercial owner of the CP800 Program, which it acquired from the Institute of Cancer Research in London, UK (“ICR”).

The ICR is a world-renowned research institute focused on the discovery and preclinical development of cancer therapeutics pursuant to the license agreement, the Company has an obligation to pay success-based milestones and royalties to CRT, as follows:

The ICR is a world-renowned research institute focused on the discovery and preclinical development of cancer

therapeutics pursuant to the license agreement, the Company has an obligation to pay success-based milestones and royalties to CRT, as follows:

1) pre-approval milestone payments of up to approximately $ 26.5 million including an upfront nonrefundable payment of $ 3.5 million and $ 1.0 million in patient recruitment milestones which has already been paid;

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On March 31, 2022, the Company and ICR revised the license agreement for research and development support to a total of $ 865,000 (to allow for additional research activities).

As of December 31, 2024 and 2023, no expense and $ 0.6 million of research and development expenses were recognized, respectively.

As of December 31, 2025 and 2024, no research and development expenses were recognized, due to the uncertainty related to the achievement of these events or milestones.

As of December 31, 2025, all research and development support had been expensed in prior years.

On July 31, 2025, the Company issued its final data readout for NXP800 and ceased development of the compound at the current time.

The license will remain in effect in each territory subject to the license and will continue until the Company’s obligation to pay royalties in such territory has expired.

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CRT may earlier terminate the license if the Company, or any of our affiliates or sub-licensees, challenge or seek to challenge the validity of any of the licensed patents or upon a change of control in which the Company becomes controlled by a Tobacco Party, as such term is defined in the license.

Either party may terminate the license upon material breach

NUVECTIS PHARMA, INC.

Notes to the Financial Statements (continued)

by the other party, and upon the appointment of a receiver or upon a winding-up order or similar or equivalent action.

Either party may terminate the license upon material breach by the other party, and upon the appointment of a receiver or upon a winding-up order or similar or equivalent action.

For the years ended December 31, 2025 and 2024, the Company paid no license fees associated with the achievement of certain milestones.

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University of Edinburgh License Agreement

In August 2021, the Company entered into a worldwide, exclusive license agreement with the University Court of the University of Edinburgh (“Edinburgh” or “University” or “Parties” or “UoE”) for the second drug candidate.

The Company is obligated to pay success-based milestones and royalties to the UoE, as follows:

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The Company has agreed to provide funding to Edinburgh to support such collaboration.

The Parties wish to enter into this Agreement to set out the terms for the provision of such funding by the company and the terms of the development collaboration formed between the Parties.

The Parties wished to enter into this Agreement to set out the terms for the provision of such funding by the company and the terms of the development collaboration formed between the Parties.

In consideration of the obligations of Edinburgh, the Company shall pay the Project Costs in the amount of $ 772,000 , payable over 18 months.

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or (vi) breaches certain diligence obligations or fails to pay any amount due under the license within a specified time frame.

NUVECTIS PHARMA, INC.

Notes to the Financial Statements (continued)

For the year ended December 31, 2024, the Company did no t pay any fees related to the achievement of certain milestones or the private placement.

For the year ended December 31, 2023, the Company paid $ 1.0 million related to the achievement of certain milestones and $ 0.4 million associated with the private placement.

For the year ended December 31, 2025, the Company expensed $ 2.0 million in fees related to the achievement of certain milestones and paid $ 0.4 million for the public offering.

For the year ended December 31, 2024, the Company did no t pay any fees related to the achievement of certain milestones and associated with the private placement.

During the years ended December 31, 2025 and 2024, respectively, these expenses, if any, were recorded as research and development expenses.

Through December 31, 2024, the Company has paid UoE $ 0.8 million of the total $ 3.0 million related to the fund-raising commitment, also see Note 12 for fund-raising activities after December 31, 2024.

Through December 31, 2025, the Company has paid UoE $ 1.2 million of the total $ 3.0 million related to the fund-raising commitment.

Any potential future research support, milestone or royalty payment amounts have not been accrued at December 31, 2025 and 2024 due to the uncertainty related to the achievement of these events, milestones or commitments to additional research.

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The purchaser received one Preferred Investment Option for no consideration, with each Share or Pre-Funded Warrant purchased.

The aggregate net cash proceeds to the Company from the July Private Placement were approximately $ 14.3 million, after deducting placement agent fees and other offering expenses.

The Pre-Funded Warrants had an exercise price of $ 0.001 per share, were exercisable on or after August 24, 2022, and are exercisable until the Pre-Funded Warrants were exercised in full.

The Preferred Investment Options became exercisable on January 23, 2023 and are exercisable at any time on or after January 23, 2023 through January 29, 2026, at an exercise price of $ 9.65 per share, subject to certain adjustments as defined in the Agreement.

adjustments as defined in the Agreement.

On July 15, 2025, the exercise period of the Preferred Investment Options was extended to January 29, 2028, with the other terms remaining unchanged.

The effect of the change in terms resulted in an incremental fair value of the Preferred Investment Options of $ 2.4 million.

It was treated as a reduction of income (increase of net loss) available to common stockholders in basic loss per share in accordance with the guidance in paragraph 260-10-45-15 (see Note 8).

As of December 31, 2025, 1,001,091 Preferred Investment Options were exercised for $ 8.9 million, net of fees.

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As of December 31, 2025, 36,377 placement agent warrants are exercisable.

NUVECTIS PHARMA, INC.

Notes to the Financial Statements (continued)

At-the-Market Agreement

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Under the S-3, the Company may sell up to a total of $ 150 million of its securities.

In connection with the S-3, the Company entered into an At-the-Market agreement (“ATM”) with H.C.

Wainwright & Co., LLC (“Agent”) relating to the sale of shares of common shares.

In connection with the S-3, the Company entered into an At-the-Market agreement (“ATM”) with an investment bank (“Agent”) relating to the sale of common shares.

Under the ATM, the Company pays the Agent a commission rate of up to 3.0 % of the gross proceeds from the sale of any common shares.

On April 30, 2025, the Company terminated the Agent’s ATM agreement.

On May 9, 2025, the Company entered into an At-the-Market agreement with new investment bank and under this agreement, the Company pays the investment bank a commission rate of up to 3.0 % of the gross proceeds.

During the years ended December 31, 2025 and 2024, the Company sold a total of 1,996,028 and 1,504,270 shares of common shares under the ATM for aggregate total gross proceeds of approximately $ 15.7 million and $ 12.0 million at an average selling price of $ 7.86 and $ 8.00 per share, resulting in net proceeds of approximately $ 15.2 and $ 11.7 million after deducting commissions and other transaction costs, respectively.

Public Offering

During February 2025, the Company completed a public offering in which it sold 3,105,000 shares of common stock at $ 5.00 per share, receiving net proceeds of $ 14.0 million after deducting underwriting discounts and commissions of $ 1.1 million and other offering expenses of $ 0.4 million.

Rights of the Company’s common shares

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In January 2023, the Company granted 43,500 options with an exercise price of $ 7.51 per share, to a service provider, which will become exercisable between January 19, 2023, and January 18, 2025, into common shares based on the achievement of service condition, market condition or performance condition.

As of December 31, 2024, 40,708 options were exercisable.

Service condition options totaled 22,500 , had an estimated value based on Black-Scholes of approximately $ 74,000 and were exercisable as of December 31, 2024.

Performance condition options totaled 12,000 , had an estimated value based on Black-Scholes of approximately $ 39,000 and were exercisable as of December 31, 2024.

Market condition options totaling 9,000 options have a market condition which was achieved by December 31, 2024, and an estimated value of $ 20,000 based on a Monte Carlo model.

During the year ended December 31, 2024, no options were exercised.

During the year ended December 31, 2023, 2,792 options were exercised.

The fair value of options was evaluated at the grant date using a Black-Scholes Option Pricing Model for various possible scenarios.

NUVECTIS PHARMA, INC.

Notes to the Financial Statements (continued)

The following table summarizes assumptions used for the Black-Scholes model at the grant date:

Risk-free interest rate

Common stock price

Expected dividend yield

Expected term (in years)

Expected volatility

Market and Performance conditions were achieved by December 31, 2025, thus all remaining 40,708 options are exercisable as of December 31, 2025.

In February 2022, the Company granted to the underwriter of the IPO 128,000 fully vested warrants upon the IPO, exercisable into common shares with an exercise price of $ 6.25 per share for 5 years after the grant date.

The 128,000 fully vested warrants have an estimated value (based on Black-Scholes model) of approximately $ 458,000 and were recognized as a reduction from gross proceeds of the IPO.

As of December 31, 2023, IPO warrants totaling 105,920 were exercised for $ 0.7 million.

As of December 31, 2024, no additional IPO warrants were exercised.

As of December 31, 2025 and 2024, no additional IPO warrants were exercised.

In July 2022, the Company granted to the private placement agent of the July Private Placement, 115,481 warrants which become exercisable any time between January 23, 2023 and January 29, 2026, into common shares with an exercise price of $ 10.31 per share.

The 115,481 warrants have an estimated value (based on Black-Scholes model) of approximately $ 618,000 .

As of December 31, 2023, 79,104 placement agent warrants were exercised for which the Company has received $ 0.8 million.

As of December 31, 2024, no additional placement agent warrants were exercised.

As of December 31, 2025 and 2024, no additional placement agent warrants were exercised.

2021 Incentive Plan

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As of December 31, 2025, the market capitalization has not been achieved.

NUVECTIS PHARMA, INC.

Notes to the Financial Statements (continued)

The following table summarizes the Company’s option activity for the year ended December 31, 2025, for the 2021 Incentive Plan:

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Exercisable – December 31, 2025

Expected to vest – December 31, 2024

As of December 31, 2024, there was $ 7 thousand of unrecognized share-based compensation expense related to unvested options that is expected to be recognized over a weighted-average period of 0.25 years.

The fair value of each option granted is estimated using the Black-Scholes option pricing method.

The volatility is based on a combination of historical volatilities of companies in comparable stages as well as companies in the industry by statistical analysis of daily share pricing model.

The risk-free interest rate assumption is based on observed interest rates appropriate for the expected term of the options granted in dollar terms.

The expected term of the options granted represents the period of time that the granted options are expected to remain outstanding based on common practice in the industry.

As of December 31, 2025, there are no unrecognized share-based compensation expense related to unvested options.

Restricted Share Awards

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The value of an RSA is based on the Company’s stock price on the date of grant.

For grants prior to the IPO, the stock price was determined using a hybrid pricing model with a combination of the Black-Scholes Option Pricing Model (OPM) and the P-WERM model for various possible scenarios.

For grants subsequent to the IPO, the Company’s closing stock price on the date of grant was used to determine the fair value.

The shares underlying the RSAs are issued on the grant date.

The Company has granted RSAs pursuant to the 2021 plan.

NUVECTIS PHARMA, INC.

Notes to the Financial Statements (continued)

The following table summarizes the Company’s RSA activity for the year ended December 31, 2025, as described above from the 2021 Incentive Plan:

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The total fair value of RSAs vested for the year ended December 31, 2025, was $ 1.5 million.

On January 2, 2025, the Company issued 250,000 RSAs to Mr.

Ron Bentsur and 150,000 RSAs to each of Dr.

Enrique Poradosu and Mr.

Shay Shemesh (the “January 2025 Grants”).

These RSAs vest over three years , with one -third vesting on each anniversary of the date of the grant, conditioned upon their continuing service.

On January 4, 2024, the Company issued 130,000 RSAs to each of Dr.

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These RSAs vest over three years with one -third vesting on each anniversary of the date of the grant.

On January 2, 2025, the vesting of the first one-third of the January

2024 Grants was extended to July 15, 2025.

On July 12, 2025, the vesting of the first one-third of the January 2024 Grants was extended to January 3, 2026.

On January 12, 2023, the Company issued 210,000 RSAs to Mr.

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On July 12, 2024, the vesting of the first one -third of the January 2023 Grants were extended to January 3, 2025.

On January 2, 2025, the vesting requirement for the first two-thirds of the January 2023 Grants was extended to July 15, 2025, and the final third vests on January 12, 2026.

On July 12, 2025, the vesting of the first two-thirds of the January 2023 Grants was extended to January 3, 2026.

On April 1, 2022, the Company issued 120,000 RSAs to Mr.

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On July 12, 2024, the vesting of the first two -thirds of the April 2022 Grants were extended to January 3, 2025.

On January 2, 2025, the full vesting of the April 2022 Grants was extended to July 15, 2025.

On July 12, 2025, the vesting of the April 2022 Grants was extended to January 3, 2026.

On July 27, 2021, Mr.

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On July 12, 2024, January 4, 2024, March 29, 2023, January 1, 2023, July 1, 2022 and December 13, 2022, the vesting of these grants was extended to January 3, 2025, July 15, 2024, April 1, 2023, January 1, 2023 and June 30, 2022, respectively.

On January 2, 2025, the vesting of the July 2021 grants to Mr.

Poradosu, and Mr.

Shemesh was extended to July 15, 2025.

On July 12, 2025, the vesting of the grants was extended to January 3, 2026.

In each case, such vesting requirements are contingent upon continued service.

Also see Note 12 for subsequent vesting extensions.

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For the period ended December 31, 2025, the Company recognized expenses of $ 2.5 million as part of the general and administrative expenses and $ 3.5 million as part of the research and development expenses.

NUVECTIS PHARMA, INC.

Notes to the Financial Statements (continued)

For the period ended December 31, 2024, the Company recognized expenses of $ 1.9 million as part of the general and administrative expenses and $ 3.0 million as part of the research and development expenses.

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For the year ended

December 31, 2025

December 31, 2024

(in thousand U.S.

dollars except per share and share amounts)

Loss attributable to common stockholders

Effect of warrants modification, see Note 6

Total net loss attributable to common shareholders

Basic and diluted net loss per common share

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* Includes 193,557 of RSAs granted outside of the Incentive Plan see explanation in Note 7.

NUVECTIS PHARMA, INC.

Notes to the Financial Statements (continued)

NOTE 9 – SEGMENT REPORTING:

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For the Year Ended December 31,

Employee Expenses

Clinical Trial Expenses

Professional Fees

Manufacturing

R&D Employee Expenses

R&D Clinical Trial Expenses

R&D Professional Fees

R&D Manufacturing

R&D License Fees

G&A Professional Fees

G&A Employee Expenses

G&A Insurance

Other Segment Items *

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NOTE 10 – INCOME TAXES:

The Company has not recorded an income tax benefit for the years ended December 31, 2024 and 2023, respectively.

The Company has not recorded an income tax benefit for years ended December 31, 2025 and 2024, respectively.

The Company has incurred net pre-tax losses in the United States only for all periods presented.

Deferred tax assets and liabilities are recognized for the future tax consequences attributable to the differences between the carrying amounts of existing assets and liabilities in the financial statements and their respective tax bases using tax rates expected to be in effect during the years in which the basis differences reverse.

On July 4, 2025, the enactment of the One Big Beautiful Bill Act ("OBBBA") into law, marked a significant legislative development, resulting in substantial modifications to the U.S.

The OBBBA influences multiple facets of taxation, including, but not limited to, maintaining the 21 percent corporate tax rate and makes permanent many of the beneficial expired and expiring tax provisions originally enacted in the Tax Cuts and Jobs Act of 2017, including the immediate expensing of domestic research and development expenditures, more favorable interest deductibility and 100 percent bonus depreciation with effective dates in 2025.

Revisions to the international tax framework are effective in 2026.

The income taxes reported for the year ended December 31, 2025 incorporate all relevant tax provisions of this new law.

Income of the Company is taxed according to the federal tax laws in the US and the relevant state laws.

The U.S tax rate in 2024 and 2023 is 26.9 % comprising U.S statutory tax rates of 21 % and state tax rate

NUVECTIS PHARMA, INC.

Notes to the Financial Statements (continued)

The U.S tax rate in 2025 and 2024 is 26.9 % comprising U.S statutory tax rates of 21 % and state tax rate of 5.9 %.

For the years ended years ended December 31, 2025 and 2024, the Company’s effective tax rate is below the federal statutory income tax rate of 21 % primarily due to state income taxes, net of federal benefit and the Company’s position to establish a full valuation allowance on its deferred tax assets.

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Deferred tax assets recognized

NUVECTIS PHARMA, INC.

Notes to the Financial Statements (continued)

As the achievement of required future taxable income is not likely, the Company recorded a full valuation allowance.

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Additions to valuation allowance

Release of valuation allowance

Balance at end of the year

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On January 6, 2026, the Company issued 150,000 RSAs to Mr.

Ron Bentsur, and 150,000 RSAs to Dr.

Ron Bentsur, Dr.

Enrique Poradosu and Mr.

Shay Shemesh each.

On January 6, 2026, the vesting of the January 2025 Grants to Mr.

Enrique Poradosu, and Mr.

Shay Shemesh first 1/3 vesting of the grant was extended to July 15, 2026;

the second vesting remained at January 12, 2027, and the third vesting remained at January 12, 2028.

On January 6, 2026, the vesting of the January 2024 Grants to Dr.

Enrique Poradosu and Mr.

Shay Shemesh first 1/3 vesting of the grant was extended to July 15, 2025, the second remained at January 12, 2025 and the third vesting remained at January 12, 2026.

On January 2, 2025, the vesting of the July 2021 Grants and April 2022 Grants to Mr.

Shay Shemesh first and second 1/3 vesting of the grant was extended to July 15, 2026, and the third vesting remained at January 12, 2026.

On January 6, 2026, the vesting of the July 2021 Grants, April 2022 Grants, and January 2023 Grants to Mr.

Ron Bentsur, Dr.

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Shay Shemesh was extended to July 15, 2026.

On January 2, 2025, the vesting of the January 2023 Grants to Mr.

Ron Bentsur, Dr.

Enrique Poradosu and Mr.

Shay Shemesh first 1/3 vesting of the grant was extended to July 15, 2025, the second remained at July 15, 2025 and the third vesting remained at January 12, 2026.

Through the completion of the subsequent events review, the Company sold a total of 189,816 shares of common stock under the ATM for aggregate total gross proceeds of approximately $ 1.3 million at an average selling price of $ 6.70 per share, resulting in net proceeds of approximately $ 1.2 million after deducting commissions and other transaction costs.

On February 5, 2025, the Company entered into an underwriter agreement (the “Underwriter Agreement”) in connection with sale of 3,105,000 shares of common stock of the Company with aggregate gross proceeds of approximately $ 15.5 million at a sales price of $ 5.00 per share, resulting in approximate net proceeds of $ 13.9 million after deducting underwriter commissions and other transaction costs including $ 0.4 million payment to the UoE related to a fundraising event in the license agreement.

Second Amended and Restated Certificate of Incorporation of Nuvectis Pharma, Inc., filed as exhibit 3.1 to the Form 8-K filed on February 4, 2022 and incorporated herein by reference.

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February 11, 2026

/s/ Juan Sanchez

February 11, 2026

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures