What changed in this filing

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Item 9A. Controls and Procedures

2025-02-25 compared with 2024-03-05 · 204 added, 224 removed, 526 unchanged (45% of the section changed)

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

Principal Accounting Fees and Services

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.

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Statements of Operations for the Years Ended December 31, 2024 and 2023

Statements of Redeemable convertible preferred stock and Stockholders’ equity (deficit) for the Years Ended December 31, 2023 and 2022

Statements of Changes in Shareholders’ equity for the Years Ended December 31, 2024 and 2023

Statements of Cash Flows for the Years Ended December 31, 2024 and 2023

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Statements of Operations

Statements of Redeemable convertible preferred share and shareholders’ equity (deficit )

Statements of Changes in Shareholders’ equity

Statements of Cash Flows

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We have audited the accompanying balance sheets of Nuvectis Pharma, Inc.

(the "Company") as of December 31, 2023 and 2022, and the related statements of operations, changes in redeemable convertible preferred stock and stockholders’ equity (deficit) and cash flows for the years then ended, including the related notes (collectively referred to as the “financial statements”).

(the "Company") as of December 31, 2024 and 2023, and the related statements of operations, changes in shareholders’ equity and cash flows for the years then ended, including the related notes (collectively referred to as the “financial statements”).

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and the result of its operations and its cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.

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We conducted our audits of these financial statements in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.

As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting.

As part of our audit we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting.

Accordingly, we express no such opinion.

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Tel-Aviv, Israel

March 5, 2024

February 25, 2025

We have served as the Company’s auditor since 2021.

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+972 -3- 7954555, Fax:+972 -3- 7954556, www.pwc.com/il

Kesselman & Kesselman is a member firm of PricewaterhouseCoopers International Limited, each member firm of which is a separate legal entity

NUVECTIS PHARMA, INC.

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Accounts payables

Payable offering costs

Accrued liabilities

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COMMITMENTS AND CONTINGENCIES, see Note 5

SHAREHOLDERS’ EQUITY:

Common Shares, $ 0.00001 par value – 60,000,000 shares authorized as of December 31, 2023, and December 31, 2022, respectively, 17,418,886 , and 15,190,720 shares issued and outstanding as of December 31, 2023 and December 31, 2022, respectively

SHAREHOLDERS’ EQUITY, see Note 6

Common Shares, $ 0.00001 par value – 60,000,000 shares authorized as of December 31, 2024, and December 31, 2023, 19,495,683 , and 17,418,886 shares issued and outstanding as of December 31, 2024 and December 31, 2023, respectively

Additional paid in capital

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Finance income

NET LOSS ATTRIBUTABLE TO COMMON SHAREHOLDERS

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

NET LOSS ATTRIBUTABLE TO COMMON STOCKHOLDERS

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

Basic and diluted weighted average number of common shares outstanding

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NUVECTIS PHARMA, INC.

STATEMENTS OF CHANGES IN REDEEMABLE CONVERTIBLE PREFERRED SHARES AND SHAREHOLDERS’ EQUITY (DEFICIT)

STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

(USD in thousands, except share amounts)

Redeemable Convertible

Preferred Share

Common Shares

$0.00001 Par Value

Shareholders’

Equity (Deficit)

BALANCES AT DECEMBER 31, 2022

Conversion of Series A redeemable convertible preferred shares

( 5,012,280 )

Issuance of common shares upon initial public offering, net of offering costs of $ 2,892

Issuance of common shares, unexercised prefunded warrants and warrants in private placement, net of offering costs of $ 1,627

Exercise of prefunded warrants

Issuance of restricted share awards

Share-based payments

BALANCES AT DECEMBER 31, 2022

Issuance of restricted share awards

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

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BALANCES AT DECEMBER 31, 2023

Issuance of restricted share awards

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

Share-based payments

BALANCES AT DECEMBER 31, 2024

* Represent amount lower than $1,000 USD.

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Changes in operating assets and liabilities:

Decrease/(increase) in other current assets

(Decrease)/increase in accounts payable

(Decrease)/increase in accrued liabilities

(Increase)/decrease in other current assets

Decrease in accounts payable

Increase/(decrease) in accrued liabilities

Increase in accrued compensation and benefits

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Issuance costs related to At-the-market offering

Proceeds from issuance of common shares upon initial public offering

Issuance costs related to initial public offering

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

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

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

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

Net cash provided by financing activities

(DECREASE)/INCREASE IN CASH AND CASH EQUIVALENTS

(DECREASE) IN CASH AND CASH EQUIVALENTS

CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD

CASH AND CASH EQUIVALENTS AT END OF PERIOD

Supplemental noncash disclosure of investing and financing activities:

Unpaid issuance costs related to the private placement

* Represent amount lower than $1,000 USD.

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

The Company is a biopharmaceutical company, which operates as one segment, focused on the development of novel targeted small molecule therapeutics for the treatment of cancer in genetically defined patient populations.

The Company’s precision medicine approach translates key scientific insights relating to the oncogenic drivers and pathway addiction of cancer into potential potent and highly selective anticancer drugs.

The Company’s shares are traded on the NASDAQ under symbol “NVCT”.

The Company is a biopharmaceutical company focused on the development of innovative precision medicines for the treatment of serious conditions of unmet medical need in oncology.

In May 2021, the Company entered into a worldwide, exclusive license agreement with the CRT Pioneer Fund (“CRT”) (see Note 5a).

In August 2021, the Company entered into a worldwide, exclusive license agreement with the University of Edinburgh, Scotland for the Company’s second drug candidate (see Note 5a).

Initial Public Offering

On February 8, 2022, the Company’s shares began trading on the NASDAQ under symbol “NVCT” (see note 6b)

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern.

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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, 2024 is sufficient to fund the Company’s planned operations for a period greater than 12 months from the issuance of these financial statements.

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

Segment Reporting

The Company has one operating segment.

An operating segment is defined as a component that engages in business activities whose operating results are reviewed by the chief operating decision maker for the purpose of assessing performance and allocating resources and for which discrete financial information is available.

Use of Estimates in the Preparation of Financial Statements

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The Company considers as cash equivalents all highly liquid investments, which include short-term bank deposits that are not restricted as to withdrawal or use, with maturities of three months or less at the date acquired.

NUVECTIS PHARMA, INC.

Notes to the Financial Statements (continued)

Concentrations of Credit Risk

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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 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

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.

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.

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

The Company’s lease agreements do not contain any material residual value guarantees or material restrictive covenants.

The operating lease costs for 2023 and 2022 were $ 14 thousand and $ 13 thousand, respectively.

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

Research and Development Expenses

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Management applies the guidance in ASC 450-20-25 when assessing losses resulting from contingencies.

If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability is recorded as

NUVECTIS PHARMA, INC.

Notes to the Financial Statements (continued)

accrued expenses in the Company’s financial statements.

If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability is recorded as accrued expenses in the Company’s financial statements.

If the assessment indicates that a potential material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, together with an estimate of the range of possible loss if determinable and material are disclosed.

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

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

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The Company follows a two-step approach in recognizing and measuring uncertain tax positions.

The first step is

NUVECTIS PHARMA, INC.

Notes to the Financial Statements (continued)

to evaluate the tax position for recognition by determining if the available evidence indicates that it is more likely than not that the position will be sustained based on technical merits.

The first step is to evaluate the tax position for recognition by determining if the available evidence indicates that it is more likely than not that the position will be sustained based on technical merits.

If this threshold is met, the second step is to measure the tax position as the largest amount that has more than a 50% likelihood of being realized upon ultimate settlement.

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Net Loss Per Share

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 or the if-converted method based on the nature of such securities.

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

Diluted net loss per share is the same as basic net loss per share in periods when the effects of potentially dilutive shares of ordinary shares are anti-dilutive.

The Company computes net loss per share using the two-class method required for participating securities.

The two-class method requires income available to ordinary shareholders for the period to be allocated between ordinary shares and participating securities based upon their respective rights to receive dividends as if all income for the period had been distributed.

The Company considered its redeemable convertible preferred shares to be participating securities as the holders of the redeemable convertible preferred shares would be entitled to dividends that would be distributed to the holders of ordinary shares on a pro-rata basis assuming conversion of all redeemable convertible preferred shares into ordinary shares.

These participating securities do not contractually require the holders of such shares to participate in the Company’s losses.

As such, net loss for the periods presented was not allocated to the Company’s preferred shares.

Fair Value Measurement

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The fair value hierarchy gives the lowest priority to Level 3 inputs.

NUVECTIS PHARMA, INC.

Notes to the Financial Statements (continued)

In determining fair value, the Company utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible and considers counterparty credit risk in its assessment of fair value.

The money market accounts totaling $ 17.1 million are included in cash and cash equivalents and are considered Level 1.

The money market accounts as of December 31, 2024 and 2023 totaling $ 18.2 million and $ 17.1 million, respectively, are included in cash and cash equivalents and are considered Level 1.

During the years ended December 31, 2024 and 2023, respectively, there were no transfers between fair value measure levels.

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

Deferred Offering Costs

Deferred offering costs consist of legal and other costs incurred in connection with the formation and preparation for the Initial Public Offering (“IPO”) or the Private Investment in Public Entity (“PIPE”).

These costs, along with underwriting fees were charged to additional paid-in capital upon the completion of the IPO or PIPE.

The deferred offering costs were offset against the proceeds received upon the completion of the IPO or PIPE.

Redeemable Convertible Preferred Shares

When the Company issues convertible preferred shares, it considers the provisions of ASC 480, Distinguishing Liabilities from Equity (“ASC 480”) in order to determine whether the preferred share should be classified as a liability.

If the instrument is not within the scope of ASC 480, the Company further analyzes the instrument’s characteristics in order to determine whether it should be classified within temporary equity (mezzanine) or within permanent equity in accordance with the provisions of ASC 480-10-S99.

The Company’s redeemable convertible preferred shares are not mandatorily or currently redeemable.

However, they include a liquidation or deemed liquidation events that would constitute a redemption event that is outside of the Company’s control.

As such, all shares of redeemable preferred shares have been presented outside of permanent equity.

Upon the consummation of the IPO, all of the Company's preferred shares were converted into common shares and reclassified from temporary equity, into permanent equity.

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

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)

classification under ASC 815-40, in order to conclude equity classification, the Company assesses whether the warrants are indexed to its common shares and whether the warrants are classified as equity under ASC 815-40 or other applicable GAAP.

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

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 shares 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.

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As of December 31, 2024 and 2023, respectively, all of the Company’s outstanding warrants are equity-classified warrants.

(See Note 6d.)

Recently Adopted Accounting Pronouncements

In June 2016, the FASB issued ASU 2016-13 “Financial Instruments—Credit Losses—Measurement of Credit Losses on Financial Instruments.” This guidance replaces the current incurred loss impairment methodology with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates.

The Company adopted ASU 2016-13 on January 1, 2023 and such adoption did not impact the Company’s financial position, results of operations, cash flows or net loss per share.

The Company qualifies as an emerging growth company (“EGC”) as defined under the Jumpstart Our Business Startups Act (the “JOBS Act”).

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

In November 2024, the FASB issued ASU No.

2024-03 Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40).

The ASU improves the disclosures about a public business entity’s expenses and provides more detailed information about the types of expenses in commonly presented expense captions.

The amendments require that at each interim and annual reporting period an entity will, inter alia, disclose amounts of purchases of inventory, employee compensation, depreciation and amortization included in each relevant expense caption (such as cost of sales, SG&A and research and development).

The ASU is effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027.

Early adoption is permitted.

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 amendments in this Update mandate public entities to disclose specific categories in the rate reconciliation and additional information for reconciling items that meet quantitative threshold in the annual tax rate reconciliations.

Update requires to present a table showing percentages and currency amounts, outlining tax related aspects such as state/local income tax, foreign tax effect, changes in tax law, credits, valuation allowances, nontaxable and nondeductible items, unrecognized tax benefits.

This update requires to present a table showing percentages and currency amounts, outlining tax related aspects such as state/local income tax, foreign tax effect, changes in tax law, credits, valuation allowances, nontaxable and nondeductible items, unrecognized tax benefits.

Items that impact tax calculations by 5% and more are required to be disclosed separately, with certain categories required to be disaggregated by jurisdiction or nature.

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The amendment in this Update also replaces the term "public entity" with "public business entity" in Topic 740 definitions.

The amendments in this Updated are effective for annual periods beginning after December 15, 2024.

Early adoption is permitted for annual financial statements that have not yet been issued.

Retrospective application is permitted.

The Company is currently evaluating the impact that ASU No.

2023-09 will have on its consolidated financial statements and related disclosures.

In November 2023, the FASB issued ASU No.

2023-07 Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures.

The ASU improves reportable segments disclosure requirements,

NUVECTIS PHARMA, INC.

Notes to the Financial Statements (continued)

primarily through enhanced disclosures about significant segment expenses.

The ASU also require that a public entity that has a single reportable segment to provide all the disclosures required by the amendments and all existing segment disclosures in Topic 280.

The ASU is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024.

The Company is currently evaluating the impact of adopting this ASU on its consolidated financial statements and disclosures.

The ASU will be effective for fiscal years beginning after December 15, 2025, and allows adoption on a prospective basis, with a retrospective option.

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

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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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

NUVECTIS PHARMA, INC.

Notes to the Financial Statements (continued)

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;

2) regulatory approval and commercial sales milestones of up $ 178 million (in addition to the above $ 26.5 million);

2) regulatory approval and commercial sales milestones of up to $ 178 million (in addition to the above $ 26.5 million);

and 3) mid-single digit to 10 % royalties on a tiered basis on net sales.

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).

$ 0.6 million and $ 0.3 million of expense of the research and development support was recognized during the years ended December 31, 2023 and 2022, respectively.

As of December 31, 2023, all the expense has been recognized.

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, 2024, all research and development support had been expensed in prior years.

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 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, 2023 and 2022, the Company paid zero and $ 1.0 million in license fees associated with the achievement of certain milestones, respectively.

These expenses were recorded as research and development expenses.

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.

For the years ended December 31, 2024 and 2023, the Company paid no license fees associated with the achievement of certain milestones.

These expenses would be recorded as research and development expenses.

Any potential future research support, milestone or royalty payment amounts have not been accrued at December 31, 2024 and 2023 due to the uncertainty related to the achievement of these events, milestones or commitments to additional research.

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In collaboration with Edinburgh, the Company wishes to generate preclinical data to support Investigational New Drug (IND) submission and inform patient selection/enrichment strategies.

The aim of the development collaboration formed between the Parties under this Agreement is to progress the

NUVECTIS PHARMA, INC.

Notes to the Financial Statements (continued)

development of the Licensed Technology, which is licensed under the License Agreement) according to the Work Plan.

The aim of the development collaboration formed between the Parties under this Agreement is to progress the development of the Licensed Technology, which is licensed under the License Agreement) according to the Work Plan.

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

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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.

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 which was recorded as a liability and recorded as a research and development expense as of December 31, 2022.

For the year ended December 31, 2022, the Company paid $ 0.5 million related to the one-year anniversary milestone and $ 0.4 million associated with the IPO.

During the years ended December 31, 2023 and 2022, respectively, these expenses were recorded as research and development expenses.

As of December 31, 2023, the Company has paid UoE $ 0.8 million of the total $ 3.0 million related to the fund raising commitment.

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.

During the years ended December 31, 2024 and 2023, 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.

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As of December 31, 2024, and 2023, no contingent liabilities have been recognized.

NOTE 6 – REDEEMABLE CONVERTIBLE PREFERRED SHARES AND SHAREHOLDERS’ DEFICIT:

On February 3, 2022, the Company amended its certificate of incorporation such that the total number of shares of all classes of capital shares authorized to be issued was increased to 65,000,000 , with 5,000,000 shares designated as preferred share with a par value of $ 0.00001 , and 60,000,000 shares designated as common share with a par value of $ 0.00001 .

On February 8, 2022, the Company completed an IPO in which it sold 3,200,000 common shares at $ 5.00 per share and received net proceeds of $ 13.6 million, after underwriting discounts and commissions, of $ 1.1 million and expenses of $ 1.8 million.

NUVECTIS PHARMA, INC.

Notes to the Financial Statements (continued)

Additionally, on February 8, 2022, in connection with the closing of the IPO, 5,012,280 shares of Series A redeemable convertible preferred shares, respectively, automatically converted into an equal number of shares of common share.

Beginning on the IPO date, there were no shares of convertible preferred shares outstanding as of December 31, 2023 and 2022.

Redeemable Convertible Preferred Shares

During June and July 2021, the Company entered into an investment agreement with its founders and certain new investors to issue 128,520 redeemable convertible preferred shares (“Preferred Shares”) in a total amount of approximately $ 15.3 million in which $ 1.73 million were invested by related parties on the same terms as all investors in the Preferred Shares.

Conversion Rights —

Trigger Events — Upon either (a) the closing of a Deemed Liquidation Event, (b) an initial public offering the Corporation’s securities on a major public stock exchange (including, without limitation and for illustration purposes, the Nasdaq Stock Market’s National Market or the New York Stock Exchange) resulting in at least $ 15,000,000 of proceeds to the Corporation, or (c) the vote or written consent of the majority of the Preferred Shareholders (the time of such closing or the date and time specified or the time of the event specified in such vote or written consent is referred to herein as the “Mandatory Conversion Time”), then (i) all outstanding shares of Preferred Shares shall automatically be converted into shares of Common Shares, at the then effective conversion rate as calculated as follows — each share of Preferred Shares shall be convertible, at the option of the holder thereof, at any time and from time to time, and without the payment of additional consideration by the holder thereof, into such number of fully paid and non-assessable shares of Common Shares as is determined by dividing the Original Issue Price ($ 119.0476 ) by the Conversion Price ($ 3.05 per share, subject to appropriate adjustment in the event of any share dividend, share split, combination or other similar recapitalization or event with respect to the applicable Preferred Shares).

Such initial Conversion Price, and the rate at which shares of Preferred Shares may be converted into shares of Common Shares, shall be subject to adjustment as detailed in the Company’s Certified of Incorporation in effect at the time of conversion (as of December 31, 2021 the conversion is $ 3.05 per share) (ii) such shares may not be reissued by the Corporation.

During February 2022 the company completed the IPO and the convertible preferred shares were converted to common shares.

Rights of the Company’s common shares

Each ordinary share confers upon its holder the right to one vote and to receive dividends as declared by the Board of Directors of the Company.

Since its inception, the Company has not declared any dividends.

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

As of December 31, 2023, no dividends have been declared.

NUVECTIS PHARMA, INC.

Notes to the Financial Statements (continued)

NOTE 6 – SHAREHOLDERS’ EQUITY:

Private Placement in Public Entity

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As of December 31, 2024, 1,001,091 Preferred Investment Options were exercised for $ 8.9 million, net of fees.

As of December 31, 2024, 923,598 Preferred Investment Options are exercisable.

The Company agreed to pay the placement agent a fee and management fee equal to 7.0 % and 1.0 %, respectively, of the aggregate gross proceeds from the July Private Placement.

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

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

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 shares at par value and the balance of the net proceeds to additional paid in capital.

As of December 31, 2023, the outstanding Preferred Investment Options, and the placement agent warrants were not exercisable.

As of December 31, 2024, no additional placement warrants were exercised except for the 2023 exercises.

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

As of December 31, 2024, 36,377 placement agent warrants are exercisable.

NUVECTIS PHARMA, INC.

Notes to the Financial Statements (continued)

At-the-Market Agreement

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

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

During the year ended December 31, 2023, the Company sold a total of 371,743 shares of common shares under the ATM for aggregate total gross proceeds of approximately $ 5.3 million at an average selling price of $ 14.23 per share, resulting in net proceeds of approximately $ 5.1 million after deducting commissions and other transaction costs.

NUVECTIS PHARMA, INC.

Notes to the Financial Statements (continued)

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.

During the years ended December 31, 2024 and 2023, the Company sold a total of 1,504,270 and 371,743 shares of common shares under the ATM for aggregate total gross proceeds of approximately $ 12.0 million and $ 5.3 million at an average selling price of $ 8.00 and $ 14.23 per share, resulting in net proceeds of approximately $ 11.7 and $ 5.1 million after deducting commissions and other transaction costs, respectively.

Rights of the Company’s common shares

Each ordinary share confers upon its holder the right to one vote and to receive dividends as declared by the Board of Directors of the Company.

Since its inception, the Company has not declared any dividends.

As of December 31, 2024, no dividends have been declared.

NOTE 7 – SHARE BASED PAYMENTS

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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.

2,792 options have been exercised as of December 31, 2023.

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:

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

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

In July 2022, the Company granted to 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 share with an exercise price of $ 10.31 per share.

As of December 31, 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.

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

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

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

2021 Incentive Plan

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In addition, the amendment provides that on January 1 of each calendar year beginning in 2024 and ending in and including 2033, this authorization limit will automatically increase to the extent necessary so that the number of shares available for issuance pursuant to future awards granted after such date under the 2021 Plan is not less than (i) six percent ( 6 %) of the number of shares outstanding as of the last day of the immediately preceding calendar year or (ii) such lesser number of shares as may be determined by the Board.

The 2021 Plan provides for a variety of share-based compensation awards, including options, restricted share unit awards, or other shares.

The 2021 Plan provides for a variety of share-based compensation awards, including options, restricted share awards, or other shares.

Under the 2021 Plan, the Company generally grants share-based awards with service-based vesting conditions only.

Options and restricted share unit awards granted typically vest over a three-year period, but may be granted with different vesting terms.

Options and restricted share awards granted typically vest over a three-year period, but may be granted with different vesting terms.

Ron Bentsur, Dr.

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As of December 31, 2024, 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, 2024, for the 2021 Incentive Plan:

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Expected to vest – December 31, 2024

NUVECTIS PHARMA, INC.

Notes to the Financial Statements (continued)

As of December 31, 2023, there was $ 0.2 million of unrecognized share-based compensation expense related to unvested options that is expected to be recognized over a weighted-average period of 0.65 years.

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.

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Restricted stock awards (RSAs) have been granted to employees and directors.

The value of an RSA award is based on the Company’s stock price on the date of grant using hybrid pricing model with a combination of the Black-Scholes Option Pricing Model (OPM) and the P-WERM model for various possible scenarios.

The shares underlying the RSA awards are not issued until the RSAs vest.

Upon vesting, each RSA converts into one share of the Company’s common shares.

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.

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

Ron Bentsur and 60,000 RSAs each to Dr.

Enrique Poradosu and Mr.

Shay Shemesh.

All RSAs granted to these founders of the Company 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 $ 1.7 million.

On March 29, 2023, the vesting of the first 1/3 of the grant was extended to January 11, 2024, the second vesting extended to April 2, 2024 and the third vesting extended to April 2, 2025.

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

Ron Bentsur and 115,000 RSAs each to Dr.

Enrique Poradosu and Mr.

Shay Shemesh.

All RSAs granted to these founders of the Company 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.

NUVECTIS PHARMA, INC.

Notes to the Financial Statements (continued)

The following table summarizes the Company’s RSA activity for the year ended December 31, 2024, 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, 2024, was $ 0.8 million.

NUVECTIS PHARMA, INC.

Notes to the Financial Statements (continued)

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

Enrique Poradosu and Mr.

Shay Shemesh (the “January 2024 Grants”).

These RSAs vest over three years with one -third 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.

Enrique Poradosu and Mr.

Shay Shemesh (the “January 2023 Grants”).

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

On January 4, 2024, the vesting of the first one -third of the January 2023 Grants were extended to July 15, 2024.

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

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

Bentsur and 60,000 RSAs to each of Dr.

Poradosu and Mr.

Shemesh (the “April 2022 Grants”).

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

On January 4, 2024, the vesting of the first two -thirds of the April 2022 Grants were extended to July 15, 2024.

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

On July 27, 2021, Mr.

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Enrique Poradosu, and Mr.

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

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

Shay Shemesh were granted 96,759 RSAs, 48,399 RSAs and 48,399 RSAs, respectively, which were not part of the Incentive Plan and excluded from the table above (the “July 2021 Grants”).

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.

Also see Note 12 for subsequent vesting extensions.

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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.

NUVECTIS PHARMA, INC.

Notes to the Financial Statements (continued)

For the period ended December 31, 2023, the Company recognized expenses of $ 2.1 million as part of the general and administrative expenses and $ 2.6 million as part of the research and development expenses.

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dollars except per share and share amounts)

Loss attributable to common shareholders

Loss attributable to common stockholders

Basic and diluted net loss per common share

Weighted average of common share outstanding

Weighted average of common shares outstanding

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

For the year ended December 31,

For the year ended

December 31, 2024

December 31, 2023

Weighted average of common shares

Unvested RSAs

Average unvested RSAs

( 1,412,733 )

Weighted average of common share outstanding

NUVECTIS PHARMA, INC.

Notes to the Financial Statements (continued)

( 1,135,053 )

Weighted average of common shares outstanding

As of December 31, 2024 and 2023, respectively, the Company excluded potentially dilutive securities from the calculation of diluted net loss per Ordinary Share because their effects would have been anti-dilutive.

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Common shares issuable in relation to:

Unvested RSA *

* 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:

The Company operates in one reportable segment:

clinical development.

The clinical development segment facilitates the development of potential new drug compounds, and its business is unified for the purposes of valuation of its performance.

Management does not segregate its business for internal reporting.

The Company's Chief Operating Decision Maker (“CODM”), who is the CEO evaluates the Company's performance based on its unified internal reporting which is consistent with the presentation in the Company’s financial statements.

Net loss is used to monitor budget versus actual results.

The CODM uses many quantitative and qualitative factors including net loss, and quarterly cash burn in benchmarking the Company to its competitors.

The competitive analysis along with the monitoring of budgeted versus actual results are used in assessing performance of the segment and in establishing management’s compensation.

Significant segment expenses are presented in the Company’s statements of operations.

Additional disaggregated significant segment expenses on a functional basis, that are not separately presented on the Company’s statements of operations, are presented below:

For the Year Ended December 31,

Employee Expenses

Clinical Trial Expenses

Professional Fees

Manufacturing

Other Segment Items *

* - Other Segment Items included in net loss includes interest income, travel and entertainment expenses, printing and information technology expenses.

NOTE 10 – INCOME TAXES:

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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 2023 and 2022 is 26.9 % comprising U.S statutory tax rates of 21 % and state tax rate of 5.9 %.

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)

For the years ended years ended December 31, 2024 and 2023, 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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tax laws, subject to certain limitations, carryforward tax losses originating in tax year have no expiration date, but they are limited to 80% of the company’s taxable income in any given tax year.

NUVECTIS PHARMA, INC.

Notes to the Financial Statements (continued)

A reconciliation of the statutory U.S.

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State taxes, net of federal tax benefit

Stock based compensation

R&D Tax Credit

Change in valuation allowance

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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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Balance at end of the year

NUVECTIS PHARMA, INC.

Notes to the Financial Statements (continued)

NOTE 11 – RELATED PARTY TRANSACTIONS:

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NOTE 12 – SUBSEQUENT EVENTS:

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

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

Ron Bentsur, and 150,000 RSAs to Dr.

Enrique Poradosu and Mr.

Shay Shemesh.

On January 4, 2024, the vesting of the July 2021 grant to Mr.

Ron Bentsur, Dr.

Shay Shemesh each

On January 2, 2025, the vesting of the January 2024 Grants to Dr.

Enrique Poradosu and Mr.

Shay Shemesh was extended to July 15, 2024

On January 4, 2024, the vesting of the April 2022 grant to 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.

Ron Bentsur, Dr.

Enrique Poradosu and Mr.

Shay Shemesh first 1/3 vesting of the grant was extended to July 15, 2024, the second 1/3 vesting was extended to July 15, 2024 and the third vesting remained at April 2, 2025.

On January 4, 2024, the vesting of the January 2023 grant to Mr.

Shay Shemesh was extended to July 15, 2025

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, 2024, the second remained at January 12, 2025 and the third vesting remained at January 12, 2026.

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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Description of Securities of Nuvectis Pharma, Inc.

2021 Global Equity Incentive Plan, filed as exhibit 10.1 to the Form S-1/A filed on October 6, 2021 and incorporated herein by reference.

Executive Employment Agreement with Ron Bentsur, filed as exhibit 10.2 to the Form S-1/A filed on October 6, 2021 and incorporated herein by reference.

Executive Employment Agreement with Enrique Poradosu, filed as exhibit 10.3 to the Form S-1/A filed on October 6, 2021 and incorporated herein by reference.

Executive Employment Agreement with Shay Shemesh, filed as exhibit 10.4 to the Form S-1/A filed on October 6, 2021 and incorporated herein by reference.

2021 Global Equity Incentive Plan, filed as exhibit 10.1 to the Form S-1 filed on October 6, 2021 and incorporated herein by reference.

Executive Employment Agreement with Ron Bentsur, filed as exhibit 10.2 to the Form S-1 filed on October 6, 2021 and incorporated herein by reference.

Executive Employment Agreement with Enrique Poradosu, filed as exhibit 10.3 to the Form S-1 filed on October 6, 2021 and incorporated herein by reference.

Executive Employment Agreement with Shay Shemesh, filed as exhibit 10.4 to the Form S-1 filed on October 6, 2021 and incorporated herein by reference.

License Agreement between Nuvectis Pharma, Inc.

and CRT Pioneer Fund LP dated May 19, 2021, filed as exhibit 10.5 to the Form S-1/A filed on October 6, 2021 and incorporated herein by reference.

and CRT Pioneer Fund LP dated May 19, 2021, filed as exhibit 10.5 to the Form S-1 filed on October 6, 2021 and incorporated herein by reference.

License Agreement between Nuvectis Pharma, Inc.

and The University Court of the University of Edinburgh, dated August 26, 2021, filed as exhibit 10.6 to the Form S-1/A filed on October 6, 2021 and incorporated herein by reference.

and The University Court of the University of Edinburgh, dated August 26, 2021, filed as exhibit 10.6 to the Form S-1 filed on October 6, 2021 and incorporated herein by reference.

Nuvectis Pharma, Inc.

Insider Trading Policy *

Insider Trading Policy, filed as exhibit 19.1 to the Form 10-K filed on March 5, 2024 and incorporated herein by reference.

List of subsidiaries of Nuvectis Pharma, Inc.

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Certification of Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Clawback Policy*

Nuvectis Pharma, Inc.

Incentive Compensation Recovery Policy, filed as exhibit 97.1 to the Form 10-K filed on March 5, 2024 and incorporated herein by reference.

Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document *

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The Company has elected not to provide summary information.

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Fort Lee, State of New Jersey, on this 5th day of March 2024.

Nuvectis Pharma, Inc.

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(Principal Executive Officer)

March 5, 2024

February 25, 2025

/s/ Michael J Carson

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(Principal Financial and Accounting Officer)

March 5, 2024

February 25, 2025

/s/ Kenneth Hoberman

Kenneth Hoberman

March 5, 2024

February 25, 2025

/s/ Matthew L.

March 5, 2024

February 25, 2025

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