What changed in this filing

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Item 1. Financial Statements

2023-11-08 compared with 2023-08-09 · 71 added, 52 removed, 262 unchanged (32% of the section changed)

3 unchanged sentences

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

September 30,

CURRENT ASSETS:

12 unchanged sentences

STOCKHOLDERS’ EQUITY:

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

Common Stock, $ 0.00001 par value – 60,000,000 shares authorized as of September 30, 2023, and December 31, 2022, 17,309,911 , and 15,190,720 shares issued and outstanding as of September 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 June 30

Six Months Ended June 30

Three Months Ended September 30

Nine Months Ended September 30

OPERATING EXPENSES:

26 unchanged sentences

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.

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

NUVECTIS PHARMA, INC.

CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

(USD in thousands, except share amounts)

Redeemable Convertible

18 unchanged sentences

BALANCES AT JUNE 30, 2023

Share based payments

Issuance of restricted stock awards

Issuance of common stock, net of offering costs of $ 39 - At-the-market

Net loss for the period

BALANCES AT SEPTEMBER 30, 2023

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:

12 unchanged sentences

Issuance costs related to initial public offering

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

Proceeds from exercise of warrants/options/preferred investment option

19 unchanged sentences

Liquidity and Capital Resources

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.

The Company has incurred net operating losses since its inception and had an accumulated deficit of $ 47.6 million as of September 30, 2023.

The Company had cash and cash equivalents of $ 22.1 million as of September 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.

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

20 unchanged sentences

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

During the three months and six months ended June 30, 2023 and 2022, there were no transfers between fair value measure levels.

During the three months and nine months ended September 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.

23 unchanged sentences

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.

The Company recognized zero and $ 0.4 million in research and development expense during the three months and nine months ended September 30, 2023, respectively.

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

Any potential milestone or royalty payment amounts have not been accrued as of September 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 June 30, 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 September 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

As for related party transactions, see Note 7.

There have been no related party transactions 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 10 in the Notes to the Financial Statements).

Contingencies

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

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

NOTE 4 – STOCKHOLDERS’ EQUITY:

1 unchanged sentence

On July 29, 2022, the Company closed a private placement offering (the “July 2022 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.

In connection with the July 2022 Private Placement, the Company issued 1,015,598 shares of common stock, pre-funded warrants (the “Pre-Funded Warrants”) to purchase an aggregate of 909,091 shares of common stock which were fully exercised as of December 31, 2022 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 2022 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.

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

1,001,091 Preferred Investment Options were exercised for $ 8.9 million, net of fees, as of September 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

The placement agent warrants are in substantially the same form as the Preferred Investment Options, except that the exercise price is

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.

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

NOTE 5 – SHARE BASED PAYMENTS:

1 unchanged sentence

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.

As of September 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 exercisable as of September 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 September 30, 2023.

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

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

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

5 unchanged sentences

Expected volatility

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

In February 2022, the Company granted to the underwriter of our initial public offering of common stock (the “IPO”), 128,000 fully vested warrants upon the IPO, exercisable into common stock 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.

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

IPO warrants totaling 105,920 were exercised for $ 0.7 million as of September 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 six months ended June 30, 2023:

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

Weighted average

3 unchanged sentences

Balance, December 31, 2022

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.

Outstanding – September 30, 2023

Exercisable – September 30, 2023

Expected to vest – September 30, 2023

As of September 30, 2023, there was $ 0.3 million of unrecognized stock-based compensation expense related to unvested stock options that is expected to be recognized over a weighted-average period of 1.42 years.

NUVECTIS PHARMA, INC.

4 unchanged sentences

The Company granted RSAs pursuant to 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:

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

Weighted average

5 unchanged sentences

Balance, December 31, 2022

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.

Outstanding – September 30, 2023

Expected to vest – September 30, 2023

There were 60,000,000 shares of common stock authorized as of September 30, 2023.

As of September 30, 2023 and December 31, 2022, 17,309,911 and 15,190,720 shares were issued and outstanding, respectively, which includes 952,169 and 338,807 of unvested RSAs as of September 30, 2023, and December 31, 2022, respectively.

As of September 30, 2023, there was $ 4.09 million of total unrecognized compensation cost related to RSAs expected to be recognized over a weighted average period of 2.13 years.

For the nine months ended September 30, 2023, the Company issued 210,000 RSAs to Mr.

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

Enrique Poradosu and Mr.

13 unchanged sentences

Share Compensation Expense

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.

For the three months ended September 30, 2023, the Company recognized expenses of $ 0.5 million as part of general and administrative expenses and $ 0.6 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 nine months ended September 30, 2023, the Company recognized expenses of $ 1.6 million as part of general and administrative expenses and $ 1.9 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.

NUVECTIS PHARMA, INC.

4 unchanged sentences

For the three months

For the six ended

ended June 30, 2023

ended June 30, 2022

ended June 30, 2023

ended June 30, 2022

For the nine ended

ended September 30, 2023

ended September 30, 2022

ended September 30, 2023

ended September 30, 2022

in thousand U.S.

5 unchanged sentences

For the three months

For the six ended

ended June 30, 2023

For the nine ended

ended September 30, 2023

Weighted average of common stock

1 unchanged sentence

( 1,145,726 )

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:

September 30,

Common stock issuable in relation to:

4 unchanged sentences

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