What changed in this filing

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Item 1. Financial Statements

2022-11-08 compared with 2022-08-10 · 133 added, 91 removed, 252 unchanged (47% of the section changed)

3 unchanged sentences

(USD in thousands, except per share and share amounts)

September 30,

CURRENT ASSETS:

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Liabilities, Redeemable Convertible Preferred Shares and Stockholders’ Equity (Deficit)

CURRENT LIABILITIES

Accounts payables

6 unchanged sentences

REDEEMABLE CONVERTIBLE PREFERRED SHARES:

Convertible preferred A stock, $ 0.00001 par value – Zero and 6,630,000 shares authorized as of June 30, 2022 and December 31, 2021, respectively.

As of June 30, 2022 all issued and outstanding preferred A stock was converted to common stock.

Convertible preferred A stock, $ 0.00001 par value – Zero and 6,630,000 shares authorized as of September 30, 2022 and December 31, 2021, respectively.

As of September 30, 2022 all issued and outstanding preferred A stock was converted to common stock.

As of December 31, 2021, 5,012,280 preferred A stock shares were issued and outstanding.

STOCKHOLDERS’ EQUITY (DEFICIT), see Note 4 :

Common Stock, $ 0.00001 par value – 60,000,000 and 12,870,000 shares authorized as of June 30, 2022 and December 31, 2021, respectively 12,717,794 and 4,505,514 shares issued and outstanding as of June 30, 2022 and December 31, 2021, respectively

Common Stock, $ 0.00001 par value – 60,000,000 and 12,870,000 shares authorized as of September 30, 2022 and December 31, 2021, respectively 14,642,483 and 4,505,514 shares issued and outstanding as of September 30, 2022 and December 31, 2021, respectively

Additional paid in capital

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(USD in thousands, except per share and share amounts)

Three Months Ended June 30

Six Months Ended June 30

Three Months Ended September 30

Nine Months Ended September 30

OPERATING EXPENSES:

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BALANCES AT JUNE 30, 2021

Issuance of Series A Preferred shares

Share-based payments

Net loss for the period

BALANCES AT SEPTEMBER 30, 2021

Redeemable Convertible

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BALANCES AT JUNE 30, 2022

Issuance of common stock, unexercised prefunded warrants and warrants in private placement, net of offering costs of $ 1,687

Exercise of prefunded warrants

Share based payments

Net loss for the period

BALANCES AT SEPTEMBER 30, 2022

Represents an amount lower than $1,000 USD.

3 unchanged sentences

(USD in thousands, except per share and share amounts)

Six Months Ended June 30,

Nine Months Ended September 30,

CASH FLOWS FROM OPERATING ACTIVITIES:

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Issuance costs related to initial public offering

Proceeds from issuance of common stock and pre-funded warrants in private placement

Issuance costs related to private placement

Net cash provided by financing activities

3 unchanged sentences

Supplemental noncash disclosure of investing and financing activities:

Unpaid deferred offering costs

Issuance of common shares in return for note receivable

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Liquidity and Capital Resources

The Company has incurred net operating losses since its inception and had an accumulated deficit of $ 19.4 million as of June 30, 2022.

The Company had cash and cash equivalents of $ 13.6 million as of June 30, 2022 and has not generated positive cash flows from operations.

The Company has incurred net operating losses since its inception and had an accumulated deficit of $ 25.3 million as of September 30, 2022.

The Company had cash and cash equivalents of $ 23.6 million as of September 30, 2022 and has not generated positive cash flows from operations.

To date, the Company has been able to fund its operations primarily through the issuance and sale of common stock and redeemable convertible preferred shares.

On July 29, 2022, the Company completed a private placement in which it received approximately $ 14.2 million in net proceeds, after deducting placement agent fees and other offering expenses (see Note 8).

Management believes that its existing cash, and cash equivalents as of June 30, 2022 enable the Company to fund planned operations for at least 12 months following the issuance date of these condensed financial statements.

Management believes that its existing cash, and cash equivalents as of September 30, 2022 enable the Company to fund planned operations for at least 12 months following the issuance date of these condensed financial statements.

The Company will need to raise additional capital in order to complete the clinical trials aimed at developing the product candidates until obtaining its regulatory and marketing approvals.

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On February 8, 2022, the Company completed an initial public offering (“IPO”) in which it sold 3,200,000 shares of common stock at $ 5.00 per share and received net proceeds of $ 12.6 million, after underwriting discounts and commissions of $ 1.1 million, and expenses of $ 1.8 million.

The IPO also included $ 0.5 million in stock-based expense

in relation to warrants issued to the underwriter.

The IPO also included $ 0.5 million in stock-based expense in relation to warrants issued to the underwriter.

Additionally, upon the IPO, the convertible preferred stock were converted on a 1 :1 basis into 5,012,280 shares of the Company’s common stock.

NUVECTIS PHARMA, INC.

Notes to the Unaudited Condensed Financial Statements (continued)

Coronavirus Pandemic

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In the opinion of management, the unaudited condensed financial statements include all normal and recurring adjustments that are considered necessary for the fair statement of results for the interim periods.

The results for the period ended June 30, 2022 are not necessarily indicative of those expected for the year ending December 31, 2022 or for any future period.

The results for the period ended September 30, 2022 are not necessarily indicative of those expected for the year ending December 31, 2022 or for any future period.

The condensed balance sheet as of December 31, 2021 included herein was derived from the audited financial statements as of that date but does not include all disclosures required by U.S.

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The preparation of the Company’s financial statements requires management to make estimates and assumptions that impact the reported amounts of assets, liabilities and expenses in the Company’s financial statements and accompanying notes.

The most significant estimates in the Company’s financial statements relate to accruals for

research and development expenses, valuation of equity awards, and valuation allowances for deferred tax assets.

These estimates and assumptions are based on current facts, future expectations, and various other factors believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the recording of expenses that are not readily apparent from other sources.

The most significant estimates in the Company’s financial statements relate to accruals for research and development expenses, valuation of equity awards, and valuation allowances for deferred tax assets.

These estimates and assumptions are based on current facts, future expectations, and various other factors believed to

NUVECTIS PHARMA, INC.

Notes to the Unaudited Condensed Financial Statements (continued)

be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the recording of expenses that are not readily apparent from other sources.

Actual results may differ materially and adversely from these estimates.

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The money market accounts included in cash and cash equivalents are considered Level 1.

During the three and six months ended June 30, 2022 and 2021, there were no transfers between fair value measure levels.

During the three and nine months ended September 30, 2022 and 2021, there were no transfers between fair value measure levels.

Other financial instruments consist mainly of cash and cash equivalents, other current assets, accounts payable and accrued liabilities.

The fair value of these financial instruments approximates their carrying values.

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 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.

If the warrants do not require liability classification under ASC 815-40, in order to conclude equity classification, the Company assesses whether the warrants are indexed to its common stock and whether the warrants are classified as equity under ASC 815-40 or other applicable GAAP.

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

NUVECTIS PHARMA, INC.

Notes to the Unaudited Condensed Financial Statements (continued)

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.

As of September 30, 2022, all of the Company’s outstanding warrants are equity-classified warrants.

Recently Adopted Accounting Pronouncements

In August 2020, the FASB issued Accounting Standard Update No.

2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40):

Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (ASU 2020-06”), which simplifies accounting for convertible instruments by removing major separation models required under current GAAP.

ASU 2020-06 also removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception and it also simplifies the diluted earnings per share calculation in certain areas.

This guidance is effective for public business entities except for smaller reporting companies for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2021.

For all other entities, the standard will be effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years.

Early adoption is permitted.

The Company adopted ASU 2020-06 on January 1, 2022, using the modified retrospective method, and such adoption did not impact the Company’s financial position, results of operations, cash flows or net loss per share.

Recently Issued Accounting Pronouncements Not Yet Adopted

4 unchanged sentences

CRT Pioneer Fund License Agreement

filed with the Securities and Exchange Commission on March 23, 2022 (see Note 5a in the Notes to the Financial Statements) except noted below.

There have been no material changes to the CRT Pioneer Fund License Agreement (the “License Agreement”) as previously disclosed in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021 filed with the Securities and Exchange Commission on March 23, 2022 (see Note 5a in the Notes to the Financial Statements) except noted below.

In connection with the License Agreement, the Company agreed to provide Institute of Cancer Research in London, UK (“ICR”) with up to an additional $ 500,000 in research and development support over the next 18 months to conduct additional scientific research and preclinical testing for certain indications that the Company selects in connection with the NXP800 Program.

According to the License Agreement, the Company also has an exclusive license to intellectual property rights developed in the collaboration, to research, develop and commercialize products resulting from the collaboration.

On March 31, 2022, the Company and ICR revised the agreement for research and development support to a total of $ 865,000 ($ 365,000 above the License Agreement, to allow for additional research activities).

$ 0.1 million of expense of the research and development support was recognized during the three months and six months ended June 30, 2022.

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

$ 0.1 million and $ 0.2 million of expense of the research and development support was recognized during the three months and nine months ended September 30, 2022, respectively.

The expense from the revised agreement will be recognized over eighteen months beginning at the date of the revised agreement.

Any potential milestone or royalty payment amounts have not been accrued as of June 30, 2022 and December 31, 2021 due to the uncertainty related to the achievement of these events or milestones except for the research and development support discussed above.

As of September 30, 2022, there are twelve months remaining for this expense to be recognized.

Any potential milestone or royalty payment amounts have not been accrued as of September 30, 2022 and December 31, 2021 due to the uncertainty related to the achievement of these events or milestones except for the research and development support discussed above.

During the three months ended September 30, 2022, the Company paid CRT $ 1.0 million associated with a patient enrollment milestone.

NUVECTIS PHARMA, INC.

Notes to the Unaudited Condensed Financial Statements (continued)

University of Edinburgh License Agreement

There have been no material changes to the University of Edinburgh (“UoE”) License Agreement as previously disclosed in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021 filed with the Securities and Exchange Commission on March 23, 2022 (see Note 5a in the Notes to the Financial Statements).

Any potential future research support, milestone or royalty payment amounts have not been accrued as of June 30, 2022 and December 31, 2021 due to the uncertainty related to the achievement of these events, milestones or commitments to additional research.

As of September 30, 2022, the Company recorded an accrued liability of $ 0.5 million related to the one year anniversary milestone and $ 0.4 million associated with the July 2022 private placement.

Those expenses were recorded as research and development expenses during the quarter ended September 30, 2022.

Any potential future research support, milestone or royalty payment amounts have not been accrued as of September 30, 2022 and December 31, 2021 due to the uncertainty related to the achievement of these events, milestones or commitments to additional research.

Related Party Transactions

1 unchanged sentence

Contingencies

As of June 30, 2022, and as of December 31, 2021, there are no contingent liabilities, therefore, no provision was made.

As of September 30, 2022, and as of December 31, 2021, there are no contingent liabilities, therefore, no provision was made.

NOTE 4 – SHAREHOLDERS’ EQUITY/(DEFICIT):

4 unchanged sentences

Upon the completion of the Company’s IPO, all outstanding shares of the Company’s preferred A stock was converted into shares of the Company’s common stock on a 1 :1 basis.

As of June 30, 2022 and December 31, 2021 the share capital is composed of $ 0.00001 par value shares, as follows:

June 30, 2022

Issued and paid

Common Shares

December 31, 2021

Issued and paid

Common Shares

Redeemable convertible preferred shares

* Represents an amount lower than $1,000 USD.

Rights of the Company’s Common Stock

The holders of the Company’s common stock are entitled to one vote for each share held on all matters submitted to a vote of the stockholders.

The holders of common stock do not have any cumulative voting rights.

Holders of the common stock are entitled to receive ratably any dividends declared by the board of directors out of funds legally available for that purpose, subject to any preferential dividend rights of any outstanding preferred stock.

The Company’s common stock has no preemptive rights, conversion rights or other subscription rights or redemption or sinking fund provisions.

In the event of liquidation, dissolution or winding up, holders of the Company common stock will be entitled to share ratably in all assets remaining after payment of all debts and other liabilities and any liquidation preference of any outstanding preferred stock.

As of June 30, 2022 and December 31, 2021, no dividends have been declared.

Private Placement in Public Entity

On July 29, 2022, the Company closed a private placement offering (the “July Private Placement”), pursuant to the terms and conditions of a Securities Purchase Agreement (the “Agreement”), dated July 27, 2022.

In connection with the July Private Placement, the Company issued 1,015,598 shares of common stock (the “Shares”), pre-funded warrants (the “Pre-Funded Warrants”) to purchase an aggregate of 909,091 shares of common stock and preferred investment options (the “Preferred Investment Options”) to purchase up to an aggregate of 1,924,689 shares of common stock.

The purchase price of each Share and each Pre-Funded Warrant was the $ 8.25 .

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 $ 14.2 million, after deducting placement agent fees and other offering expenses.

Wainwright & Co., LLC (“Wainwright”) acted as the exclusive placement agent for the July Private Placement.

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.

Pre-Funded Warrants totaling 710,000 were exercised on August 25, 2022, and as such the Company issued 710,000 shares of common stock on that date.

The Preferred Investment Options 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.

The Company agreed to pay Wainwright a placement agent fee and

NUVECTIS PHARMA, INC.

Notes to the Unaudited Condensed Financial Statements (continued)

management fee equal to 7.0 % and 1.0 %, respectively, of the aggregate gross proceeds from the July Private Placement.

In addition, the Company issued warrants to Wainwright (the “Wainwright Warrants”) to purchase up to 115,481 shares of common stock.

The Wainwright Warrants are in substantially the same form as the Preferred Investment Options, except that the exercise price is $ 10.31 .

The Preferred Investment Options, the Pre-Funded Warrants, and the Wainwright Warrants are collectively referred to as the “Private Placement Warrants”.

The Company evaluated the terms of the Private Placement Warrants and determined that they should be classified as equity instruments based upon accounting guidance provided in ASC 480 and ASC 815-40.

Since the Company determined that the Private Placement Warrants were equity-classified, the Company recorded the proceeds from the July Private Placement, net of issuance costs, within common stock at par value and the balance of the net proceeds to additional paid in capital.

As of September 30, 2022, the outstanding Preferred Investment Options, and the Wainwright Warrants were not exercisable on that day.

In connection with the July Private Placement, the Company entered into a Registration Rights Agreement with the certain purchasers defined therein, dated July 27, 2022 (the “July Registration Rights Agreement”).

The July Registration Rights Agreement required the Company to file a registration statement covering the resale of all of the securities with the Securities and Exchange Commission (the “SEC”).

The Company filed a registration statement on Form S-1 with the SEC on August 15, 2022.

The registration statement on Form S-1 was declared effective on August 24, 2022.

NOTE 5 – SHARE BASED PAYMENTS:

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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.

No warrants have been exercised as of June 30, 2022.

No warrants have been exercised as of September 30, 2022.

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

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Expected volatility

In July 2022, the Company granted to H.C.

Wainwright & Co.

the private placement agent of July Private Placement, 115,481 warrants which become exercisable any time between January 23, 2023 and January 29, 2026, exercisable into common stock 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 .

No warrants have been exercised as of September 30, 2022.

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

Risk-free interest rate

Common share price

Expected dividend yield

Expected term (in years)

Expected volatility

NUVECTIS PHARMA, INC.

Notes to the Unaudited Condensed Financial Statements (continued)

Volatility was estimated based on the historic volatility of comparable public companies.

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Expected volatility

The following table summarizes the Company’s stock option activity in the Incentive Plan for the six months ended June 30, 2022:

The following table summarizes the Company’s stock option activity in the Incentive Plan for the nine months ended September 30, 2022:

Weighted average

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Balance, December 31, 2021

Outstanding – June 30, 2022

Exercisable – June 30, 2022

Vested or Expected to vest – June 30, 2022

As of June 30, 2022, there was $ 0.6 million of unrecognized stock-based compensation expense related to unvested stock options that is expected to be recognized over a weighted-average period of 2.22 years.

Outstanding – September 30, 2022

Exercisable – September 30, 2022

Expected to vest – September 30, 2022

As of September 30, 2022, there was $ 0.7 million of unrecognized stock-based compensation expense related to unvested stock options that is expected to be recognized over a weighted-average period of 2.07 years.

Restricted Stock Units

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The shares underlying the RSU awards are not issued until the RSUs vest.

NUVECTIS PHARMA, INC.

Notes to the Unaudited Condensed Financial Statements (continued)

Upon vesting, each RSU converts into one share of the Company’s common stock.

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The fair value of these RSUs was determined to be $ 1.7 million.

The following table summarizes the Company’s RSU activity for the six months ended June 30, 2022, as described above from the Incentive Plan:

The following table summarizes the Company’s RSU activity for the nine months ended September 30, 2022, as described above from the Incentive Plan:

Weighted average

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Balance, December 31, 2021

Outstanding – June 30, 2022

Vested or Expected to vest – June 30, 2022

As of June 30, 2022, there was $ 1.8 million of total unrecognized compensation cost related to RSUs expected to be recognized over a weighted average period of 2.67 years.

Outstanding – September 30, 2022

Expected to vest – September 30, 2022

As of September 30, 2022, there was $ 1.8 million of total unrecognized compensation cost related to RSUs expected to be recognized over a weighted average period of 2.45 years.

The RSUs granted during the quarter vest over three years with 1/3 vesting on each anniversary date of the grant.

3 unchanged sentences

Shay Shemesh were granted 96,759 RSUs, 48,399 RSUs and 48,399 RSUs, respectively, which were not part of the Incentive Plan and excluded from the table above.

See note 8, related to the Subsequent Event of this grant.

On July 1, 2022 the vesting of these grants was extended to January 1, 2023.

Share Compensation Expense

For the three months ended June 30, 2022, the Company recognized expenses of $ 0.2 million as part of general and administrative expenses and $ 0.3 million as part of research and development expenses.

For the three months ended June 30, 2021, the Company recognized expenses of $ 0.9 million as part of general and administrative expenses and $ 0.7 million as part of research and development expenses.

For the six months ended June 30, 2022, the Company recognized expenses of $ 0.3 million as part of general and administrative expenses and $ 0.4 million as part of research and development expenses.

For the six months ended June 30, 2021, the Company recognized expenses of $ 0.9 million as part of general and administrative expenses and $ 0.7 million as part of research and development expenses.

For the three months ended September 30, 2022, the Company recognized expenses of $ 0.2 million as part of general and administrative expenses and $ 0.3 million as part of research and development expenses.

For the three months ended September 30, 2021, the Company recognized expenses of $ 0.9 million as part of general and administrative expenses and $ 0.7 million as part of research and development expenses.

For the nine months ended September 30, 2022, the Company recognized expenses of $ 0.6 million as part of general and administrative expenses and $ 0.6 million as part of research and development expenses.

For the nine months ended September 30, 2021, the Company recognized expenses of $ 0.9 million as part of general and administrative expenses and $ 0.7 million as part of research and development expenses.

NUVECTIS PHARMA, INC.

Notes to the Unaudited Condensed Financial Statements (continued)

NOTE 6 – NET LOSS PER SHARE:

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For the three months

For the six months

ended June 30, 2022

ended June 30, 2021

ended June 30, 2022

ended June 30, 2021

For the nine months

ended September 30, 2022

ended September 30, 2021

ended September 30, 2022

ended September 30, 2021

in thousand U.S.

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The following potentially dilutive securities were excluded from the calculation of diluted net loss per common share because their effect would have been anti-dilutive for the years presented:

For the six months ending

For the nine months ending

September 30,

Common stock issuable in relation to:

Redeemable convertible preferred shares

NUVECTIS PHARMA, INC.

Notes to the Unaudited Condensed Financial Statements (continued)

NOTE 7 – RELATED PARTY TRANSACTIONS:

On April 1, 2022, the Company awarded bonuses related to the completion of the IPO in the amount of $ 431,250 to Mr.

Ron Bentsur and $ 200,000 each to Dr.

Enrique Poradosu and Mr.

Shay Shemesh payable upon the Company raising an additional $ 15.0 million in gross proceeds subsequent to the IPO offering.

On April 1, 2022, the Company increased the base annual salaries for Dr.

Enrique Poradosu and Mr.

Shay Shemesh to $ 425,000 .

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

Ron Bentsur and 60,000 RSUs each to Dr.

Enrique Poradosu and Mr.

Shay Shemesh.

Additionally, the Company granted Directors Hoberman, Oliviero and Kaplan 15,000 options each , to purchase common stock at the closing price on the day of the grant.

All RSUs and options vest over three years with 1/3 vesting on each anniversary date of the grant.

See Note 5 regarding the assumptions used in determining the fair value of these RSU and option grants.

Indemnification

1 unchanged sentence

The Company believes the estimated fair value of these indemnification agreements in excess of applicable insurance coverage is minimal.

NOTE 8 – SUBSEQUENT EVENTS:

Private placement

On July 27, 2022, the Company entered into a securities purchase agreement (the “Purchase Agreement”) in connection with a private placement with several investors for aggregate gross proceeds of approximately $ 15.9 million.

In accordance with the Purchase Agreement, the Company issued to the investors an aggregate of (i) 1,015,598 shares of the Company’s common stock, par value $ 0.00001 per share at a purchase price of $ 8.25 per share, (ii) pre-funded warrants to purchase up to an aggregate of 909,091 shares of Common Stock that became exercisable immediately.

The Pre-Funded Warrant purchase price was $ 8.249 with an exercise price of $ 0.001 and (iii) Preferred Investment Option to purchase an aggregate of 1,924,689 shares of the Company's common stock at an exercise price of $ 9.65 per share.

The Preferred Investment Option will become exercisable six months following the closing of the transaction and have a term of three and one-half years .

Vesting Extension

On July 1, 2022, Mr.

Ron Bentsur, Dr.

Enrique Poradosu, Mr.

Shay Shemesh and the Compensation Committee of the Company’s Board of Directors mutually agreed to extend the vesting period of the RSUs granted on July 27, 2021 and originally scheduled to fully vest on July 27, 2022.

Bentsur’s 96,759 RSUs, Dr.

Poradosu’s 48,399 RSUs and Mr.

Shemesh’s 48,399 RSUs will now fully vest on January 1, 2023.

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-Q

Item 1. Financial Statements