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): February 5, 2025
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 Act:
| Title of each class: | Trading Symbol(s) | Name of each exchange on which registered: |
| 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 1.01 Entry into a Material Definitive Agreement.
On February 5, 2025, Nuvectis Pharma, Inc. (“Nuvectis” or the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Lucid Capital Markets, LLC (the “Underwriter”). Pursuant to the Underwriting Agreement, the Company agreed to sell to the Underwriter, in a firm commitment underwritten public offering (the “Offering”), 2,700,000 shares (the “Firm Shares”) of the Company’s 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, the Company has granted the Underwriter an option, exercisable for 30 days, to purchase up to an additional 405,000 shares of Common Stock (the “Additional Shares,” together with the Firm Shares, the “Shares”). On February 5, 2025, the Underwriter exercised its option to purchase such Additional Shares in full. The transaction contemplated by the Underwriting Agreement is expected to close on February 6, 2025, subject to the satisfaction of customary closing conditions.
The net proceeds to the Company from the Offering are expected to be approximately $14.4 million, after deducting underwriting discounts and commissions.
The Offering is being made pursuant to the Company’s effective shelf registration statement on Form S-3 (File No. 333-270657) that was filed with the Securities and Exchange Commission, including the related prospectus, dated March 29, 2023, as supplemented by a prospectus supplement dated February 5, 2025.
The Underwriting Agreement contains customary representations, warranties and agreements by the Company, customary conditions to closing, indemnification obligations of the Company and the Underwriter, including for liabilities under the Securities Act of 1933, as amended, other obligations of the parties and termination provisions. The representations, warranties and covenants contained in the Underwriting Agreement were made only for purposes of such agreement and as of specific dates and were solely for the benefit of the parties to such agreement. The foregoing summary of the Underwriting Agreement is not complete and is qualified in its entirety by reference to the complete text of the Underwriting Agreement, a copy of which is filed as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Alston & Bird LLP, counsel to the Company, delivered an opinion as to the validity of the Shares, a copy of which is attached hereto as Exhibit 5.1 and is incorporated by reference herein.
Item 8.01. Other Events.
On February 4, 2025, the Company issued a press release announcing the launch of the Offering. On February 5, 2025, the Company issued a press release announcing it had priced the Offering. Copies of the press releases are filed as Exhibits 99.1 and 99.2, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
The following exhibits are filed as a part of this report:
| Exhibit Number | Description | |
| 1.1 | Underwriting Agreement dated February 5, 2025, between Nuvectis Pharma, Inc. and Lucid Capital Markets, LLC. | |
| 5.1 | Opinion of Alston & Bird LLP. | |
| 23.1 | Consent of Alston & Bird LLP (included in the opinion filed as Exhibit 5.1). | |
| 99.1 | Launch Press Release, dated February 4, 2025. | |
| 99.2 | Pricing Press Release, dated February 5, 2025. | |
| 104 | Cover Page Interactive Data File, formatted in Inline Extensible Business Reporting Language (iXBRL). |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Nuvectis Pharma, Inc. | ||
| (Registrant) | ||
| Date: February 5, 2025 | By: | /s/ Ron Bentsur |
| Ron Bentsur | ||
| Chairman, Chief Executive Officer and President | ||
