UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported): June 13, 2024
Nuvectis Pharma, Inc.
(Exact Name of Registrant as Specified in Charter)
| Delaware (State or Other Jurisdiction of Incorporation) | 001-41264 (Commission File Number) | 86-2405608 (IRS Employer Identification No.) |
1 Bridge Plaza Suite 275
Fort Lee, NJ 07024
(Address of Principal Executive Offices)
(201) 614-3150
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act. |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act. |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2b under the Exchange Act. |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act. |
Securities registered pursuant to Section 12(b) of the Exchange Act:
| Title of Class | Trading Symbol(s) | Exchange Name |
| Common Stock | NVCT | Nasdaq Capital Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company x
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
On Thursday, June 13, 2024, at 10:00 a.m. Eastern Time, by means of an online meeting platform, the Company held its 2024 Annual Meeting. Stockholders representing 12,227,134, or 66.55%, of the 18,370,758 shares of common stock outstanding on the record date of April 15, 2024 were present in person or by proxy, constituting a quorum under applicable law. Proxies were solicited by the Company pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended. Each of the proposals below are described in detail in the Company’s definitive proxy statement on Schedule 14A for the 2024 Annual Meeting, filed with the SEC on April 29, 2024. At the 2024 Annual Meeting, all of the proposals were approved.
The results are as follows:
Proposal 1
The votes with respect to the election of the Class II directors to hold office until the 2027 annual meeting were as follows:
| Director | Votes For | Votes Against | Abstentions / Votes Withheld | Broker Non-Votes | ||||||||
| Kenneth Hoberman | 8,026,155 | 809,797 | 2,637 | 3,388,545 | ||||||||
| Matthew Kaplan | 8,502,724 | 333,228 | 2,637 | 3,388,545 |
Proposal 2
The vote with respect to the ratification of Kesselman & Kesselman as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024 was as follows:
| Votes For | Votes Against | Abstentions / Votes Withheld | Broker Non-Votes | |||||||
| 12,055,252 | 31,882 | 140,000 | - | |||||||
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Nuvectis Pharma, Inc. | ||
| (Registrant) | ||
| Date: June 13, 2024 | ||
| By: | /s/ Ron Bentsur | |
| Ron Bentsur | ||
| Chairman, Chief Executive Officer and President | ||