Item 5. Market for Registrant’s Common Equity
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
Market Information
Our common stock is listed on the NASDAQ Capital Market and trades under the symbol “NVCT.” We commenced trading on the NASDAQ Capital Market on February 4, 2022. Prior to that date, there was no public market for our common stock.
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Equity Compensation Plans
On May 23, 2021 (the “Effective Date”), our Board of Directors (the “Board”) adopted the Global Equity Incentive Plan (the “2021 Plan”), which will continue in effect for ten years from the Effective Date. We have filed and intend to file registration statements on Form S-8 under the Securities Act to register our shares issued or reserved for issuance under our equity incentive plans. The first such registration statement was filed on March 24, 2022 and automatically became effective upon filing with the SEC. Accordingly, shares registered under such registration statement are available for sale in the open market, unless such shares are subject to vesting restrictions.
Securities Authorized for Issuance under Equity Compensation Plans
The following table provides certain information as of December 31, 2024, with respect to all of our equity compensation plans in effect on that date:
Number of
securities
remaining
available for
Number of
future issuance
securities to be
under equity
issued upon
Weighted-average
compensation
exercise of
exercise price of
plans (excluding
outstanding
outstanding
securities reflected
Plan Category
options
options
in column 1)
Equity compensation plans approved by security holders, the 2021 Plan
2,046,689
$
0.95
753,311
Equity compensation plans not approved by security holders
193,557
0.00
—
Total
2,240,246
$
0.87
753,311
Holders
As of February 21, 2025, there were approximately 23 holders of record of our common stock. The number of beneficial holders of our common stock does not reflect shareholders who hold shares in street name through brokerage accounts or other nominees.
Dividends
We have never paid cash dividends on any of our capital stock and currently intend to retain our future earnings, if any, to fund the development and growth of our business.
Recent Sales of Unregistered Securities
Except for sales of unregistered securities that have been previously reported by the Company in either its quarterly reports on Form 10-Q, previously filed 10-K or current reports on Form 8-K, there were no sales of unregistered securities of the Company during the period covered by this report.
Use of Proceeds from Sales of Registered Securities
On February 4, 2022, our registration statement on Form S-1 (File No. 333-260099) and our registration statement on Form S-1MEF (File No. 333-262512) (collectively, the “Registration Statements”) for our IPO were declared effective by the SEC. Pursuant to such Registration Statements, we sold an aggregate of 3,200,000 shares of our common stock at a price of $5.00 per share for aggregate net cash proceeds of approximately $13.6 million, which amount is net of $1.12 million in underwriter’s discounts, commissions and expenses, and $1.3 million of other expenses incurred in connection with the offering. We closed the offering on February 8, 2022.
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On August 24, 2022, our registration statement on Form S-1 (File No. 333-266857) (the “Private Placement Registration Statement”) was declared effective by the SEC. Pursuant to the Private Placement Registration Statement, we sold 1,924,689 shares of our common stock at a price of $8.25 and 909,091 pre-funded warrants to purchase shares of common stock for $8.25 for aggregate net cash proceeds of approximately $14.3 million, which amount is net of $1.4 million in placement agent discounts, commissions and expenses, and $0.3 million of other expenses incurred in connection with the offering. In this offering, we also issued to the investors who participated in the offering preferred investment options to purchase up to an aggregate of 1,924,689 shares of common stock, at an exercise price of $9.65 per share with a term of three and one-half years from the date of issuance.
On March 17, 2023, we filed a shelf registration statement on Form S-3 (the “Registration Statement”). Pursuant to the Registration Statement, we may offer and sell securities having an aggregate public offering price of up to $150.0 million. In connection with the filing of the Registration Statement, we also entered into a sales agreement with H. C. Wainwright & Co. (the “Sales Agent”), pursuant to which we may issue and sell shares of our common stock for an aggregate offering price of up to $40.0 million under an at-the-market offering program (the “ATM”), which is included in the $150.0 million of securities that may be offered pursuant to the Registration Statement. Pursuant to the ATM, we will pay the Sales Agent a commission rate of up to 3.0% of the gross proceeds from the sale of any shares of our common stock. We are not obligated to make any sales of shares of our common stock under the ATM. As of December 31, 2024, we have sold 1,876,013 shares of our common stock and received $16.8 million in net proceeds under the ATM.
On February 5, 2025, in connection with the Registration Statement, we entered into an underwriting agreement (the "Underwriting Agreement”) with Lucid Capital Markets, LLC (the "Underwriter”). Pursuant to the Underwriting Agreement, we agreed to sell to the Underwriter, in a firm commitment underwritten public offering, 2,700,000 shares (the "Firm Shares”) of our common stock, $0.00001 par value per share ("Common Stock”), at a price to the public of $5.00 per share, less underwriting discounts and commissions. In addition, pursuant to the Underwriting Agreement, we granted the Underwriter an option, exercisable for 30 days, to purchase up to an additional 405,000 shares of Common Stock (the "Additional Shares”). On February 5, 2025, the Underwriter exercised its option to purchase such Additional Shares in full. The transaction closed on February 6, 2025. The aggregate net proceeds are approximately $14.4 million after deducting underwriting discounts and commissions.
We intend to use the net proceeds from these offerings to fund the preclinical and clinical development of NXP800 and NXP900, to continue development and sponsored research related to our current product candidates or any future product candidate, hiring of additional personnel, capital expenditures, costs of operating as a public company and other general corporate purposes.
There has been no material change in the expected use of the net proceeds from our IPO, public or private placement offerings as described in our final prospectus filed with the SEC on February 8, 2022 and February 6, 2025, respectively, pursuant to Rule 424(b) under the Securities Act. We invest the funds received in an interest-bearing money market account.
Item 6. [Reserved]
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