What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2023-08-09 compared with 2023-05-10 · 92 added, 58 removed, 222 unchanged (40% of the section changed)

17 unchanged sentences

STOCKHOLDERS’ EQUITY:

Common Stock, $ 0.00001 par value – 60,000,000 shares authorized as of March 31, 2023, and December 31, 2022, 15,886,139 , and 15,190,720 shares issued and outstanding as of March 31, 2023 and December 31, 2022, respectively

Common Stock, $ 0.00001 par value – 60,000,000 shares authorized as of June 30, 2023, and December 31, 2022, 17,221,113 , and 15,190,720 shares issued and outstanding as of June 30, 2023 and December 31, 2022, respectively

Additional paid in capital

7 unchanged sentences

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

Three Months Ended March 31

Three Months Ended June 30

Six Months Ended June 30

OPERATING EXPENSES:

23 unchanged sentences

BALANCES AT MARCH 31, 2022

Share-based payments

Net loss for the period

BALANCES AT JUNE 30, 2022

Redeemable Convertible

10 unchanged sentences

BALANCES AT MARCH 31, 2023

Share based payments

Issuance of restricted stock awards

Exercise of preferred investment options, net of offering costs of $ 770

Exercise of warrants

Issuance of common stock, net of offering costs of $ 152 - At-the-market

Exercise of stock options

Net loss for the period

BALANCES AT JUNE 30, 2023

Represents an amount lower than $1,000 USD.

3 unchanged sentences

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

Three Months Ended March 31,

Six Months Ended June 30,

CASH FLOWS FROM OPERATING ACTIVITIES:

2 unchanged sentences

Changes in operating assets and liabilities:

Increase in other current assets

(Increase)/decrease in other current assets

(Decrease)/increase in accounts payable, accrued compensation and benefits, and accrued liabilities

3 unchanged sentences

CASH FLOWS FROM FINANCING ACTIVITIES:

Proceeds from issuance of common shares - At-the market offering

Issuance costs related to At-the-market offering

Proceeds from issuance of common stock upon initial public offering

Issuance costs related to initial public offering

Proceeds from exercise of warrants/preferred investment option

Proceeds from exercise of warrants/options/preferred investment option

Issuance costs related to the exercise of warrants/preferred investment option

Issuance costs related to private placement

Net cash provided by financing activities

(DECREASE)/INCREASE IN CASH AND CASH EQUIVALENTS

INCREASE IN CASH AND CASH EQUIVALENTS

CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD

1 unchanged sentence

Supplemental noncash disclosure of investing and financing activities:

Unpaid deferred offering costs

Unpaid issuance costs related to the private placement

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

3 unchanged sentences

Nuvectis Pharma, Inc.

(formerly Centry Pharma Inc.) (hereafter – the “Company”) was incorporated under the laws of the State of Delaware on July 27, 2020 and commenced its principal operations in May 2021.

(hereafter – the “Company”) was incorporated under the laws of the State of Delaware on July 27, 2020 and commenced its principal operations in May 2021.

The Company’s principal executive offices are located at Fort Lee in the state of New Jersey.

4 unchanged sentences

Liquidity and Capital Resources

The Company has incurred net operating losses since its inception and had an accumulated deficit of $ 36 million as of March 31, 2023.

The Company had cash and cash equivalents of $ 15.5 million as of March 31, 2023 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.

Management believes that its existing cash, and cash equivalents as of March 31, 2023 enable the Company to fund planned operations for at least 12 months following the issuance date of these condensed financial statements.

The Company has incurred net operating losses since its inception and had an accumulated deficit of $ 41.7 million as of June 30, 2023.

The Company had cash and cash equivalents of $ 24.6 million as of June 30, 2023 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, all of which was converted into common stock at the February 2022 initial public offering.

Management believes that its existing cash, and cash equivalents as of June 30, 2023 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.

17 unchanged sentences

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 March 31, 2023 are not necessarily indicative of those expected for the year ending December 31, 2023 or for any future period.

The results for the period ended June 30, 2023 are not necessarily indicative of those expected for the year ending December 31, 2023 or for any future period.

The condensed balance sheet as of December 31, 2022 included herein was derived from the audited financial statements as of that date but does not include all disclosures required by U.S.

These unaudited condensed financial statements should be read in conjunction with the Company’s audited financial statements and the related notes thereto for the year ended December 31, 2022, included in the Company’s Annual Report on Form 10-K filed with the SEC on March 8, 2023.

The significant accounting policies used in the preparation of the financial statements are as follows:

The significant accounting policies adopted and used in the preparation of the financial statements are consistent with those of the previous financial year except as described below.

Use of Estimates in the Preparation of Financial Statements

10 unchanged sentences

The Company’s Level 1 assets consist of money market funds.

Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities in active markets or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

NUVECTIS PHARMA, INC.

Notes to the Unaudited Condensed Financial Statements (continued)

Unobservable inputs that are supported by little or no market activity.

2 unchanged sentences

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

During the three months ended March 31, 2023 and 2022, there were no transfers between fair value measure levels.

During the three months and six months ended June 30, 2023 and 2022, 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.

3 unchanged sentences

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.

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

The Company elected to recognize compensation costs for awards using the accelerated method based on the multiple-option award approach.

12 unchanged sentences

CRT Pioneer Fund License Agreement

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, 2022 filed with the Securities and Exchange Commission on March 8, 2023 (see Note 5a in the Notes to the Financial Statements).

Any potential milestone or royalty payment amounts have not been accrued as of March 31, 2023 and December 31, 2022 due to the uncertainty related to the achievement of these events or milestones.

There have been no material changes to the CRT Pioneer Fund License Agreement, as revised on March 31, 2022, (the “License Agreement”) as previously disclosed in the Company’s Annual Report on Form 10-K for the fiscal year

NUVECTIS PHARMA, INC.

Notes to the Unaudited Condensed Financial Statements (continued)

ended December 31, 2022 filed with the Securities and Exchange Commission on March 8, 2023 (see Note 5a in the Notes to the Financial Statements) except noted below.

In connection with the License Agreement described in the annual report, the Company agreed to provide Institute of Cancer Research in London, UK ("ICR”) with up to an additional $ 865,000 in research and development support to conduct additional scientific research and preclinical testing for certain indications that the Company selects in connection with the NXP800 Program.

The Company recognized $ 0.4 million and $ 0.4 million in research and development expense during the three months and six months ended June 30, 2023.

The Company expects to expense the remaining $ 0.2 million related to this research and development support in the third quarter 2023.

Any potential milestone or royalty payment amounts have not been accrued as of June 30, 2023 and December 31, 2022 due to the uncertainty related to the achievement of these events or milestones.

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, 2022 filed with the Securities and Exchange Commission on March 8, 2023 (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 March 31, 2023 and December 31, 2022 due to the uncertainty related to the achievement of these events, milestones or commitments to additional research.

Any potential future research support, milestone or royalty payment amounts have not been accrued as of June 30, 2023 and December 31, 2022 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 March 31, 2023, and as of December 31, 2022, there are no contingent liabilities, therefore, no provision was made.

As of June 30, 2023, and as of December 31, 2022, there are no contingent liabilities, therefore, no provision was made.

NOTE 4 – STOCKHOLDERS’ EQUITY:

2 unchanged sentences

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 Company agreed to pay the placement agent fee and management fee equal to 7.0 % and 1.0 %, respectively, of the aggregate gross proceeds from the July Private Placement including the exercise of the Preferred Investment Options.

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

4,000 Preferred Investment Options were exercised and $ 39,000 was received as of March 31, 2023.

1,001,091 Preferred Investment Options were exercised for $ 8.9 million, net of fees, as of June 30, 2023.

In addition, as part of the July 2022 Private Placement, the Company issued warrants to the placement agent to purchase up to 115,481 shares of common stock.

The placement agent warrants are in substantially the same form as

NUVECTIS PHARMA, INC.

Notes to the Unaudited Condensed Financial Statements (continued)

the Preferred Investment Options, except that the exercise price is $ 10.31 .

79,104 placement agent warrants were exercised for which the Company has received $ 0.8 million as of June 30, 2023.

NOTE 5 – SHARE BASED PAYMENTS:

Share Based Payments

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

As of March 31, 2023, 12,000 options were exercisable.

Service condition options totaled 22,500 , had an estimated value based on Black-Scholes of approximately $ 74,000 and were not exercisable as of March 31, 2023.

Performance condition options totaled 12,000 , had an estimated value based on Black-Scholes of approximately $ 39,000 and were exercisable as of March 31, 2023.

Market condition options totaling 9,000 options have a market condition which was not achieved by March 31, 2023, and an estimated value of $ 20,000 based on a Monte Carlo model.

No options have been exercised as of March 31, 2023.

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 stock based on the achievement of service condition, market condition or performance condition.

As of June 30, 2023, 21,000 options were exercisable.

Service condition options totaled 22,500 , had an estimated value based on Black-Scholes of approximately $ 74,000 and were not exercisable as of June 30, 2023.

Performance condition options totaled 12,000 , had an estimated value based on Black-Scholes of approximately $ 39,000 and were exercisable as of June 30, 2023.

Market condition options totaling 9,000 options have a market condition which was achieved by June 30, 2023, and an estimated value of $ 20,000 based on a Monte Carlo model.

2,792 options have been exercised as of June 30, 2023.

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

4 unchanged sentences

Expected term (in years)

NUVECTIS PHARMA, INC.

Notes to the Unaudited Condensed Financial Statements (continued)

Expected volatility

1 unchanged sentence

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.

IPO warrants totaling 105,920 were exercised and the Company received $ 0.7 million as of March 31, 2023.

IPO warrants totaling 105,920 were exercised for $ 0.7 million as of June 30, 2023.

2021 Global Equity Incentive Plan (“Incentive Plan”)

The following table summarizes the Company’s stock option activity in the Incentive Plan for the three months ended March 31, 2023:

The following table summarizes the Company’s stock option activity in the Incentive Plan for the six months ended June 30, 2023:

Weighted average

3 unchanged sentences

Balance, December 31, 2022

Outstanding – March 31, 2023

Exercisable – March 31, 2023

Expected to vest – March 31, 2023

As of March 31, 2023, 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 1.92 years.

Outstanding – June 30, 2023

Exercisable – June 30, 2023

Expected to vest – June 30, 2023

As of June 30, 2023, there was $ 0.4 million of unrecognized stock-based compensation expense related to unvested stock options that is expected to be recognized over a weighted-average period of 1.67 years.

NUVECTIS PHARMA, INC.

Notes to the Unaudited Condensed Financial Statements (continued)

Restricted Stock Awards

2 unchanged sentences

The Company granted RSAs pursuant to the Incentive Plan.

The following table summarizes the Company’s RSA activity for the three months ended March 31, 2023, as described above from the Incentive Plan:

The following table summarizes the Company’s RSA activity for the six months ended June 30, 2023, as described above from the Incentive Plan:

Weighted average

5 unchanged sentences

Balance, December 31, 2022

Outstanding – March 31, 2023

Expected to vest – March 31, 2023

As of March 31, 2023, there was $ 4.6 million of total unrecognized compensation cost related to RSAs expected to be recognized over a weighted average period of 2.51 years.

NUVECTIS PHARMA, INC.

Notes to the Unaudited Condensed Financial Statements (continued)

On January 3, 2023, the Company issued 145,499 RSAs to employees and other service providers with a determined fair value of $ 1.1 million.

These RSAs vest over three years with 1/3 vesting on each anniversary of the date of the grant.

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

Ron Bentsur and 115,000 RSAs to each of Dr.

Outstanding – June 30, 2023

Expected to vest – June 30, 2023

Common Stock, $ 0.00001 par value – 60,000,000 shares authorized as of June 30, 2023, and December 31, 2022, 17,221,113 , and 15,190,720 includes 949,056 and 338,807 of unvested Restricted Stock Awards (“RSA”) as of June 30, 2023, and December 31, 2022, respectively.

As of June 30, 2023, there was $ 4.8 million of total unrecognized compensation cost related to RSAs expected to be recognized over a weighted average period of 2.38 years.

For the six months ended June 30, 2023, the Company issued 210,000 RSAs to Mr.

Ron Bentsur and 115,000 RSAs to each Dr.

Enrique Poradosu and Mr.

Shay Shemesh.

Shay Shemesh along with 18,000 RSAs issued to its independent directors.

These RSAs vest over three years with 1/3 vesting on each anniversary of the date of the grant.

The fair value of these RSAs was determined to be $ 3.3 million.

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

10 unchanged sentences

Share Compensation Expense

For the three months ended March 31, 2023, the Company recognized expenses of $ 0.7 million as part of general and administrative expenses and $ 0.7 million as part of research and development expenses.

For the three months ended March 31, 2022, the Company recognized expenses of $ 0.1 million as part of general and administrative expenses and $ 0.1 million as part of research and development expenses.

For the three months ended June 30, 2023, the Company recognized expenses of $ 0.4 million as part of general and administrative expenses and $ 0.6 million as part of research and development expenses.

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 six months ended June 30, 2023, the Company recognized expenses of $ 1.1 million as part of general and administrative expenses and $ 1.3 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.

NUVECTIS PHARMA, INC.

Notes to the Unaudited Condensed Financial Statements (continued)

NOTE 6 – NET LOSS PER SHARE:

2 unchanged sentences

For the three months

ended March 31, 2023

ended March 31, 2022

For the six ended

ended June 30, 2023

ended June 30, 2022

ended June 30, 2023

ended June 30, 2022

in thousand U.S.

dollars except per share and share amounts

Loss attributable to common stockholders

2 unchanged sentences

Basic loss per share is calculated by dividing the result attributable to equity holders of the Company by the weighted average number of shares of common stock in issue during the year.

The calculation of the loss per share includes 1,924,689 pre-funded warrants/shares issued as part of the private placement, as the Company considers these shares to be exercised for no additional consideration.

As of March 31, 2023 the amount of pre-funded warrants/shares issued were 1,924,689 , and as of March 31, 2022, zero .

NUVECTIS PHARMA, INC.

Notes to the Unaudited Condensed Financial Statements (continued)

For the three months

For the six ended

ended June 30, 2023

Weighted average of common stock

Unvested RSAs

( 1,142,613 )

Weighted average of common share outstanding

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:

4 unchanged sentences

NOTE 8 – SUBSEQUENT EVENTS:

During April and May 2023, a certain investor exercised 34,000 Preferred Investment Options granted in July 2022 in association with the Securities Purchase Agreement.

Gross proceeds from the exercise of these options were approximately $ 0.3 million.

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