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Item 5. Market for Registrant’s Common Equity

2023-03-08 compared with 2022-03-23 · 26 added, 62 removed, 14 unchanged (86% of the section changed)

Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity

Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Market Information

Our common stock is listed on the NASDAQ Capital

Market and trades under the symbol “NVCT.” We commenced trading on the NASDAQ Capital Market on February 4, 2022.

to that date, there was no public market for our common stock.

Our common stock is listed on the NASDAQ Capital Market and trades under the symbol “NVCT.” We commenced trading on the NASDAQ Capital Market on February 4, 2022.

Prior to that date, there was no public market for our common stock.

Equity Compensation Plans

On May 23, 2021 (the “Effective Date”),

our Board of Directors (the “Board”) adopted the Centry Pharma, Inc.

Global Equity Incentive Plan (the “2021 Plan”),

which will continue in effect for ten years from the Effective Date.

We intend to file one or more registration statements on Form S-8

under the Securities Act to register our shares issued or reserved for issuance under our equity incentive plans.

The first such registration

statement is expected to be filed soon after the date of this report and will automatically become effective upon filing with the SEC.

Accordingly, shares registered under such registration statement will be available for sale in the open market, unless such shares are

subject to vesting restrictions with us or lock-up restrictions pursuant to our initial public offering.

Securities Authorized for Issuance under Equity

Compensation Plans

The following table provides certain information

as of December 31, 2021, with respect to all of our equity compensation plans in effect on that date:

On May 23, 2021 (the “Effective Date”), our Board of Directors (the “Board”) adopted the Centry Pharma, Inc.

Global Equity Incentive Plan (the “2021 Plan”), which will continue in effect for ten years from the Effective Date.

We intend to file one or more registration statements on Form S-8 under the Securities Act to register our shares issued or reserved for issuance under our equity incentive plans.

The first such registration statement was filed on March 24, 2022 and automatically became effective upon filing with the SEC.

Accordingly, shares registered under such registration statement are available for sale in the open market, unless such shares are subject to vesting restrictions.

Securities Authorized for Issuance under Equity Compensation Plans

The following table provides certain information as of December 31, 2022, with respect to all of our equity compensation plans in effect on that date:

available for

6 unchanged sentences

Plan Category

Equity compensation plans approved by security

holders, the 2021 Plan

Equity compensation plans not approved

by security holders

The Company’s 2021 Plan, which was amended

upon the completion of the initial public offering in February 2022, has 1,500,000 shares of common stock available for issuance.

As of March 17, 2022, there were approximately

43 holders of record of our common stock.

The number of beneficial holders of our common stock does not reflect shareholders who hold

shares in street name through brokerage accounts or other nominees.

We have never paid cash dividends on any of our

capital stock and currently intend to retain our future earnings, if any, to fund the development and growth of our business.

Equity compensation plans approved by security holders, the 2021 Plan

Equity compensation plans not approved by security holders

As of March 1, 2023, there were approximately 45 holders of record of our common stock.

The number of beneficial holders of our common stock does not reflect shareholders who hold shares in street name through brokerage accounts or other nominees.

We have never paid cash dividends on any of our capital stock and currently intend to retain our future earnings, if any, to fund the development and growth of our business.

Recent Sales of Unregistered Securities

Since July 27, 2020, we have made the issuances

of our unregistered securities described below.

Also included is the consideration received by us for such securities and information

relating to the section of the Securities Act, or rule of the SEC, under which exemption from registration was claimed.

During June and July 2021, the Company

closed an investment agreement with its founders, directors, and certain new investors to issue 128,520 Series A Preferred shares,

at a price of approximately $119.05 per share, for a total investment amount of approximately $15.3 million, in which $1.73 million were

invested by related parties on the same terms as all other investors.

These securities were offered and sold by us in reliance upon the

exemption from the registration requirements provided by Section 4(a)(2) of the Securities Act and Rule 506(b) of

Regulation D promulgated thereunder in a transaction by an issuer not involving any public offering.

All the Series A preferred

shares were converted into 5,012,280 shares of common stock of the Company upon the completion of our initial public offering.

Except for sales of unregistered securities that have been previously reported by the Company in either its quarterly reports on Form 10-Q, previously filed 10-K or current reports on Form 8-K, there were no sales of unregistered securities of the Company during the period covered by this report.

Use of Proceeds from Sales of Registered Securities

On February 4, 2022, our registration statement

on Form S-1 (File No.

On February 4, 2022, our registration statement on Form S-1 (File No.

333-260099) and our registration statement on Form S-1MEF (File No.

333-262512) (collectively,

the “Registration Statements”) were declared effective by the SEC.

Pursuant to such Registration Statements, we sold an aggregate

of 3,200,000 shares of our common stock at a price of $5.00 per share for aggregate net cash proceeds of approximately $13.6 million,

which amount is net of $1.12 million in underwriter’s discounts, commissions and expenses, and $1.3 million of other expenses incurred

in connection with the offering.

333-262512) (collectively, the “Registration Statements”) for our initial public offering were declared effective by the SEC.

Pursuant to such Registration Statements, we sold an aggregate of 3,200,000 shares of our common stock at a price of $5.00 per share for aggregate net cash proceeds of approximately $13.6 million, which amount is net of $1.12 million in underwriter’s discounts, commissions and expenses, and $1.3 million of other expenses incurred in connection with the offering.

We closed the offering on February 8, 2022.

Wainwright & Co.

acted as sole book-running

manager for the offering.

We intend to use the net proceeds of this offering

to fund the Phase 1/2 development of NXP800, to continue development and sponsored research related to our current product candidates

or any future product candidate, hiring of additional personnel, capital expenditures, costs of operating as a public company and other

general corporate purposes.

There has been no material change in the expected

use of the net proceeds from our initial public offering as described in our final prospectus filed with the SEC on February 8,

2022 pursuant to Rule 424(b) under the Securities Act.

We invested the funds received in an interest-bearing money market

On August 24, 2022, our registration statement on Form S-1 (File No.

333-266857) (the “Private Placement Registration Statement”) was declared effective by the SEC.

Pursuant to the Private Placement Registration Statement, we sold 1,924,689 shares of our common stock at a price of $8.25 and 909,091 pre-funded warrants to purchase shares of common stock for $8.25 for aggregate net cash proceeds of approximately $14.3 million, which amount is net of $1.4 million in placement agent discounts, commissions and expenses, and $0.3 million of other expenses incurred in connection with the offering.

In this offering, we also issued to the investors who participated in the offering preferred investment options to purchase up to an aggregate of 1,924,689 shares of common stock, at an exercise price of $9.65 per share with a term of three and one-half years from the date of issuance.

We intend to use the net proceeds from these offerings to fund the preclinical and clinical development of NXP800 and NXP900, to continue development and sponsored research related to our current product candidates or any future product candidate, hiring of additional personnel, capital expenditures, costs of operating as a public company and other general corporate purposes.

There has been no material change in the expected use of the net proceeds from our initial public offering or private placement offering as described in our final prospectus filed with the SEC on February 8, 2022 and August 15, 2022, respectively, pursuant to Rule 424(b) under the Securities Act.

We invested the funds received in an interest-bearing money market account.

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 5. Market for Registrant’s Common Equity