Nuvectis Pharma (NVCT) 10-Q 12 May 22 2022 Q1 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	3 Months Ended
	Mar. 31, 2022	May 10, 2022
Document and Entity Information [Abstract]
Document Type	10-Q
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Mar. 31, 2022
Entity File Number	001-41264
Entity Registrant Name	NUVECTIS PHARMA, INC.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	86-2405608
Entity Address State Or Province	NJ
Entity Address, Address Line One	1 Bridge Plaza,
Entity Address, Address Line Two	Suite 275
Entity Address, City or Town	Fort Lee,
Entity Address, Postal Zip Code	07024
City Area Code	201
Local Phone Number	614-3150
Title of 12(b) Security	Common Stock, par value $0.00001 per
Trading Symbol	NVCT
Security Exchange Name	NASDAQ
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		12,717,794
Entity Central Index Key	0001875558
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2022
Document Fiscal Period Focus	Q1
Amendment Flag	false

CONDENSED BALANCE SHEETS

CONDENSED BALANCE SHEETS - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021
CURRENT ASSETS
Cash and cash equivalents	$ 16,693	$ 5,742
Other current assets	925	91
TOTAL CURRENT ASSETS	17,618	5,833
Deferred offering costs		824
TOTAL ASSETS	17,618	6,657
Liabilities, Redeemable Convertible Preferred Shares and Stockholders' Equity (Deficit)
Accounts payables	1,349	1,058
Payable offering costs	921	824
Accrued liabilities	697	395
Employee compensation and benefits	92	142
TOTAL CURRENT LIABILITIES	3,059	2,419
TOTAL LIABILITIES	3,059	2,419
COMMITMENTS AND CONTINGENCIES, see Note 3
STOCKHOLDERS' EQUITY (DEFICIT), see Note 4
Additional paid in capital	30,402	1,892
Accumulated deficit	(15,843)	(12,900)
TOTAL STOCKHOLDERS' EQUITY/(DEFICIT)	14,559	(11,008)
TOTAL LIABILITIES, REDEEMABLE CONVERTIBLE PREFERRED SHARES AND STOCKHOLDERS' EQUITY/(DEFICIT)	$ 17,618	6,657
Convertible preferred stock A
REDEEMABLE CONVERTIBLE PREFERRED SHARES:
Convertible preferred A stock, $0.00001 par value - Zero and 6,630,000 shares authorized as of March 31, 2022 and December 31, 2021, respectively. As of March 31, 2022 all issued and outstanding preferred A stock was converted to common stock. As of December 31, 2021, 5,012,280 preferred A stock shares were issued and outstanding.		$ 15,246

CONDENSED BALANCE SHEETS (Paren

CONDENSED BALANCE SHEETS (Parenthetical) - $ / shares	Mar. 31, 2022	Dec. 31, 2021
Temporary equity, shares authorized		6,630,000
Common shares, par value, (per share)	$ 0.00001	$ 0.00001
Common shares, shares authorized	60,000,000	12,870,000
Common shares, shares issued	12,717,794	4,505,514
Common shares, shares outstanding	12,717,794	4,505,514
Convertible preferred stock A
Temporary equity, par value, (per share)	$ 0.00001	$ 0.00001
Temporary equity, shares authorized	0	6,630,000
Temporary equity, shares issued		5,012,280
Temporary equity, shares outstanding		5,012,280

CONDENSED STATEMENT OF OPERATIO

CONDENSED STATEMENT OF OPERATIONS - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
OPERATING EXPENSES
RESEARCH AND DEVELOPMENT	$ 1,805
GENERAL AND ADMINISTRATIVE	1,140	$ 23
OPERATING LOSS	(2,945)	(23)
FINANCE INCOME	2
NET LOSS	(2,943)	(23)
NET LOSS ATTRIBUTABLE TO COMMON STOCKHOLDER	$ (2,943)	$ (23)
BASIC NET LOSS PER COMMON SHARE OUTSTANDING	$ 0.32	$ 0.01
DILUTED NET LOSS PER COMMON SHARE OUTSTANDING	$ 0.32	$ 0.01
BASIC WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING	9,159,139	3,900,000
DILUTED WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING	9,159,139	3,900,000

CONDENSED STATEMENTS OF CHANGES

CONDENSED STATEMENTS OF CHANGES IN REDEEMABLE CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS' EQUITY (DEFICIT) - USD ($) $ in Thousands	Convertible preferred stock A	Common Stock $0.00001 Par Value	Additional Paid-In Capital	Accumulated Deficit	Total
Balance at the beginning at Dec. 31, 2020				$ (10)	$ (10)
Balance at the beginning (in shares) at Dec. 31, 2020		3,900,000
CHANGES IN REDEEMABLE CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS' DEFICIT
Net loss for the period				(23)	(23)
Balance at the end at Mar. 31, 2021				(33)	(33)
Balance at the end (in shares) at Mar. 31, 2021		3,900,000
Temporary equity, beginning balance at Dec. 31, 2021	$ 15,246
Temporary equity, beginning balance (in shares) at Dec. 31, 2021	5,012,280
Balance at the beginning at Dec. 31, 2021			$ 1,892	(12,900)	(11,008)
Balance at the beginning (in shares) at Dec. 31, 2021		4,505,514
CHANGES IN REDEEMABLE CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS' DEFICIT
Conversion of Series A redeemable convertible preferred shares	$ (15,246)		15,246		15,246
Conversion of Series A redeemable convertible preferred shares (in shares)	(5,012,280)	5,012,280
Issuance of common stock upon initial public offering, net of offering costs of $2,892			13,108		13,108
Issuance of common stock upon initial public offering, net of offering costs of $2,892 (in Shares)		3,200,000
Share based payments			156		156
Net loss for the period				(2,943)	(2,943)
Balance at the end at Mar. 31, 2022			$ 30,402	$ (15,843)	$ 14,559
Balance at the end (in shares) at Mar. 31, 2022		12,717,794

CONDENSED STATEMENTS OF CHANG_2

CONDENSED STATEMENTS OF CHANGES IN REDEEMABLE CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS' EQUITY (DEFICIT) (Parenthetical) $ in Thousands	3 Months Ended
	Mar. 31, 2022USD ($)
CONDENSED STATEMENTS OF CHANGES IN REDEEMABLE CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS' EQUITY (DEFICIT)
Offering costs	$ 2,892

CONDENSED STATEMENTS OF CASH FL

CONDENSED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$ (2,943)	$ (23)
Adjustments to reconcile loss to net cash used in operating activities:
Cost of share-based payments	156
Changes in operating assets and liabilities:
Increase in other current assets	(831)
Increase in accounts payable and accrued liabilities	542	$ 23
Net cash used in operating activities	(3,076)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of common stock upon initial public offering	16,000
Issuance costs related to initial public offering	(1,973)
Net cash provided by financing activities	14,027
INCREASE IN CASH AND CASH EQUIVALENTS	10,951
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD	5,742
CASH AND CASH EQUIVALENTS AT END OF PERIOD	16,693
Supplemental noncash disclosure of investing and financing activities:
Unpaid deferred offering costs	$ 97

GENERAL

GENERAL	3 Months Ended
	Mar. 31, 2022
GENERAL
GENERAL	NOTE 1 – GENERAL: a. Nuvectis Pharma Inc. (formerly Centry Pharma Inc.) (hereafter – the “Company”) was incorporated under the laws of the State of Delaware on July 27, 2020 and commenced its principal operations in May 2021. The Company’s principal executive offices are located at Fort Lee in the state of New Jersey. The Company is a biopharmaceutical company 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 potent and highly selective anticancer drugs. b. In May 2021, the Company entered into a worldwide, exclusive license agreement with the CRT Pioneer Fund (“CRT”) (see Note 3a). c. In May 2021, the Company’s board of directors approved and declared a 100 :1 stock split of common and preferred shares. In addition, in October 2021 the Company’s board of directors approved a 39 :1 stock split of common stock. All share and per share amounts reflected in these unaudited condensed financial statements and the notes thereto have been adjusted, on a retroactive basis, to reflect these share splits. d. 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 3a). e. In February 2022, the Company’s shares began trading on the NASDAQ under the symbol “NVCT”. f. Liquidity and Capital Resources The Company has incurred net operating losses since its inception and had an accumulated deficit of $15.8 million as of March 31, 2022. The Company had cash and cash equivalents of $16.7 million as of March 31, 2022 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. Management believes that its existing cash, and cash equivalents 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 regulation and marketing approvals. There can be no assurances that the Company will be able to secure such additional financing if at all, or at terms that are satisfactory to the Company, and that it will be sufficient to meet its needs. In the event the Company is not successful in obtaining sufficient funding, this could force the Company to delay, limit, or reduce its products’ development, clinical trials, commercialization efforts or other operations, or even close down or liquidate. g. Initial Public Offering On February 8, 2022, the Company completed an initial public offering (“IPO”) in which it sold 3,200,000 shares of common stock at $5.00 per share and received net proceeds of $12.6 million, after underwriting discounts and commissions of $1.1 million, expenses of $1.8 million and $0.5 million in stock based payments to a third party. Additionally, the convertible preferred stock were converted on a 1:1 basis into 5,012,280 shares of the Company’s common stock. h. Corronavirus Pandemic In March 2020, the World Health Organization declared the outbreak of COVID-19 to be a pandemic. The COVID-19 pandemic is having widespread, rapidly evolving, and unpredictable impacts on global society, economies, financial markets, and business practices. During 2021, there was a wide distribution of several vaccinations and medicines to overcome the pandemic. The Company has shifted its operations to co-exist along with the pandemic, including encouragement of vaccinations to all of its employees worldwide. The uncertainty to which the COVID-19 pandemic impacts the Company’s business, affects management’s judgment and assumptions relating to accounting estimates in a variety of areas that depend on these estimates and assumptions. COVID-19 did not have a material influence on these estimates and judgements since the Company began operations in 2021. The Company continues to face relative uncertainty as to the remaining intensity and duration of and the nature and timeline for recovery from the COVID-19 pandemic going forward and how all of that impacts the Company, including the extent to which potentially permanent changes clinical trial operations have been caused by the pandemic. The Company has taken the approach of managing the pandemic (to the extent that it continues to remain a significant factor) via strengthening its balance sheet and cash assets and avoiding debt while focusing on cost controls.

SIGNIFICANT ACCOUNTING POLICIES

SIGNIFICANT ACCOUNTING POLICIES	3 Months Ended
	Mar. 31, 2022
SIGNIFICANT ACCOUNTING POLICIES
SIGNIFICANT ACCOUNTING POLICIES	NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES : a. Basis of Presentation The accompanying condensed financial statements are unaudited. The unaudited condensed financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States (“U.S. GAAP”), are stated in U.S. dollars and follow the requirements of the Securities and Exchange Commission (“SEC”) for interim financial reporting. Accordingly, they do not include all of the information and disclosures required by U.S. GAAP for complete financial statements as certain footnotes or other financial information that are normally required by U.S. GAAP can be condensed or omitted. The unaudited condensed financial statements have been prepared on the same basis as the audited financial statements. The unaudited condensed financial statements include the accounts of the Company. Any reference in these notes to applicable guidance is meant to refer to the authoritative U.S. GAAP as found in the Accounting Standards Codification (“ASC”) and Accounting Standards Updates (“ASU”) of the Financial Accounting Standards Board (“FASB”). 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 three months ended March 31, 2022 are not necessarily indicative of those expected for the year ending December 31, 2022 or for any future period. The condensed balance sheet as of December 31, 2021 included herein was derived from the audited financial statements as of that date but does not include all disclosures required by U.S. GAAP. These unaudited condensed financial statements should be read in conjunction with the Company’s audited financial statements and the related notes thereto for the year ended December 31, 2021, included in the Company’s Annual Report on Form 10-K filed with the SEC on March 23, 2022. The significant accounting policies used in the preparation of the financial statements are as follows: b. Use of Estimates in the Preparation of Financial Statements The preparation of the Company’s financial statements requires management to make estimates and assumptions that impact the reported amounts of assets, liabilities and expenses in the Company’s financial statements and accompanying notes. The most significant estimates in the Company’s financial statements relate to accruals for research and development expenses, valuation of equity awards, and valuation allowances for deferred tax assets. These estimates and assumptions are based on current facts, future expectations, and various other factors believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the recording of expenses that are not readily apparent from other sources. Actual results may differ materially and adversely from these estimates. c. Fair Value Measurement The Company follows authoritative accounting guidance, which among other things, defines fair value, establishes a consistent framework for measuring fair value, and expands disclosure for each major asset and liability category measured at fair value on either a recurring or nonrecurring basis. Fair value is defined as the exchange price that would be received to sell an asset or paid to transfer a liability (at exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The three levels of inputs that may be used to measure fair value include: Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities that are accessible at the measurement date for assets or liabilities. The fair value hierarchy gives the highest priority to Level 1 inputs. The Company’s Level 1 assets consist of money market funds. Level 2: Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities in active markets or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 3: Unobservable inputs that are supported by little or no market activity. The fair value hierarchy gives the lowest priority to Level 3 inputs. 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 included in cash and cash equivalents are considered Level 1. During the three months ended March 31, 2022 and 2021, 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. The fair value of these financial instruments approximates their carrying values. d. Recently Issued Accounting Pronouncements Not Yet Adopted Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements.

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES	3 Months Ended
	Mar. 31, 2022
COMMITMENTS AND CONTINGENCIES.
COMMITMENTS AND CONTINGENCIES	NOTE 3 – COMMITMENTS AND CONTINGENCIES: a. License Agreements CRT Pioneer Fund License Agreement There have been no material changes to the CRT Pioneer Fund License Agreement (the “License Agreement”) as previously disclosed in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021 filed with the Securities and Exchange Commission on March 23, 2022 (see Note 5a in the Notes to the Financial Statements) except noted below. In connection with the License Agreement, the Company agreed to provide Institute of Cancer Research in London, UK (“ICR”) with up to an additional $500,000 in research and development support over the next 18 months to conduct additional scientific research and preclinical testing for certain indications that the Company selects in connection with the NXP800 Program. According to the License Agreement, the Company also has an exclusive license to intellectual property rights developed in the collaboration, to research, develop and commercialize products resulting from the collaboration. On March 31, 2022, the Company and ICR reached an agreement for research and development support totaling $865,000 ($365,000 above the License Agreement) however no expense was incurred during the period due to the timing of the contract execution. The Company expects to recognize expenses associated with this agreement in future periods. Any potential milestone or royalty payment amounts have not been accrued at March 31, 2022 and December 31, 2021 due to the uncertainty related to the achievement of these events or milestones except for the research and development support discussed above. 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, 2021 filed with the Securities and Exchange Commission on March 23, 2022 (see Note 5a in the Notes to the Financial Statements). Any potential future research support, milestone or royalty payment amounts have not been accrued at March 31, 2022 and December 31, 2021 due to the uncertainty related to the achievement of these events, milestones or commitments to additional research. b. Related Party Transactions As for related party transactions, see Note 7 and Note 8. c. Contingencies As of March 31, 2022, and as of December 31, 2021, there are no contingent liabilities, therefore, no provision was made.

SHAREHOLDERS' EQUITY (DEFICIT)

SHAREHOLDERS' EQUITY (DEFICIT)	3 Months Ended
	Mar. 31, 2022
SHAREHOLDERS' EQUITY (DEFICIT)
SHAREHOLDERS' EQUITY (DEFICIT)	NOTE 4 – SHAREHOLDERS’ EQUITY/(DEFICIT): a. In May 2021, the Company’s board of directors approved and declared a 100 :1 stock split of common stock with a par value of $0.00001 and preferred shares, with a par value of $0.00001 . In addition, the Company increased the number of authorized common stock from 3,900,000 to 12,870,000 and preferred shares from 40,000 to 170,000 . In addition, in October 2021, the Company’s board of directors approved a 39 :1 stock split. As a result of the above splits, all shares, options and warrants exercisable into common stock and restricted stock units, exercise prices and income or loss per share amounts have been adjusted on a retroactive basis for all periods presented to reflect such stock splits. Upon the completion of the Company’s IPO, all outstanding shares of the Company’s preferred A stock was converted into shares of the Company’s common stock on a 1 :1 basis. As of March 31, 2022 and December 31, 2021 the share capital is composed of $0.00001 par value shares, as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ March 31, 2022 ​ ​ ​ ​ ​ ​ Carrying ​ Liquidation ​ Authorized Issued and paid Value Preference Common Stock 60,000,000 ​ 12,717,794 ​ * — Redeemable Convertible Preferred Shares — ​ — ​ — — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2021 ​ ​ ​ ​ ​ ​ Carrying ​ Liquidation ​ Authorized Issued and paid Value Preference Common Stock ​ 12,870,000 ​ 4,505,514 ​ * ​ — Redeemable Convertible Preferred Shares 6,630,000 ​ 5,012,280 ​ 15,246 15,246 ​ * Represents an amount lower than $1,000 USD. ​ b. Rights of the Company’s Common Stock The holders of the Company’s common stock are entitled to one vote for each share held on all matters submitted to a vote of the stockholders. The holders of our common stock do not have any cumulative voting rights. Holders of our common stock are entitled to receive ratably any dividends declared by our board of directors out of funds legally available for that purpose, subject to any preferential dividend rights of any outstanding preferred stock. The Company’s common stock has no preemptive rights, conversion rights or other subscription rights or redemption or sinking fund provisions. In the event of our liquidation, dissolution or winding up, holders of the Company common stock will be entitled to share ratably in all assets remaining after payment of all debts and other liabilities and any liquidation preference of any outstanding preferred stock. As of March 31, 2022 and December 31, 2021, no dividends have been declared.

SHARE BASED PAYMENTS

SHARE BASED PAYMENTS	3 Months Ended
	Mar. 31, 2022
SHARE BASED PAYMENTS
SHARE BASED PAYMENTS	NOTE 5 – SHARE BASED PAYMENTS: a. Share Based Payments In February 2022, the Company granted to HC Wainwright & Co. the underwriter of our 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. The following table summarizes assumptions used for the Black-Scholes model at the grant date: ​ ​ ​ ​ ​ ​ Risk-free interest rate ​ 1.78 % Common share price ​ $ 5.00 ​ Expected dividend yield ​ — ​ Expected term (in years) ​ 5 ​ Expected volatility ​ 99 % ​ Volatility was estimated based on the historic volatility of comparable public companies. b. 2021 Global Equity Incentive Plan In May 2021, the Company’s board of directors approved a global equity incentive plan (hereafter — “Incentive Plan”), in which the Company has reserved a total amount of 408,486 common stock for issuance in connection with the Incentive Plan. In February 2022, the Company’s board of directors approved an increase to total shares under the incentive plan to 1,500,000. The following table summarizes the Company’s stock option activity in the Incentive Plan for the three months ended March 31, 2022: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted ​ ​ ​ ​ Number of ​ Weighted average ​ average ​ Aggregated ​ ​ shares under ​ Exercise price per ​ remaining ​ Intrinsic value ​ ​ option ​ Option ​ life ​ (in thousands) Balance, December 31, 2021 226,590 $ 3.05 9.07 $ 492 Granted — ​ — ​ Exercised — ​ — ​ Forfeited — ​ — ​ Outstanding – March 31, 2022 226,590 $ 3.05 8.82 $ 987 Exercisable – March 31, 2022 — ​ — — ​ Vest or Expected to vest -March 31, 2022 226,590 $ 3.05 8.82 $ 987 ​ As of March 31, 2022, 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 2.25 years. Restricted Stock Units Restricted stock units (“RSUs”) have been granted to employees and directors. The value of an RSU award is based on the Company’s stock price on the date of grant using the Black-Scholes Option Pricing Model (“OPM”). The shares underlying the RSU awards are not issued until the RSUs vest. Upon vesting, each RSU converts into one share of the Company’s common stock. The Company granted RSUs pursuant to the Incentive Plan. The following table summarizes the Company’s RSU activity for the three months ended March 31, 2022, as described above from the Incentive Plan: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Number of Weighted Weighted average Aggregated ​ ​ shares under ​ average grant ​ contractual term ​ Intrinsic value ​ ​ option ​ date fair value ​ (in years) ​ (in thousands) Balance, December 31, 2021 47,580 $ 2.49 2.72 $ 114 Granted 29,000 ​ 5.46 ​ Vested — ​ — ​ Outstanding – March 31, 2022 76,580 $ 3.62 2.63 $ 567 Expected to vest -March 31, 2022 76,580 $ 3.62 2.63 $ 567 ​ As of March 31, 2022, there was $0.2 million of total unrecognized compensation cost related to RSUs expected to be recognized over a weighted average period of 2.63 years. The RSUs granted during the quarter vest over three years with 1/3 Share Compensation Expense For the three months ended March 31, 2022, the Company recognized expenses of $0.3 million as part of the general and administrative expenses and $0.1 million as part of the research and development expenses. For the three months ended March 31, 2021, the Company did not recognize any share based compensation expense.

NET LOSS PER SHARE

NET LOSS PER SHARE	3 Months Ended
	Mar. 31, 2022
NET LOSS PER SHARE
NET LOSS PER SHARE	NOTE 6 – NET LOSS PER SHARE: a. Basic Basic net loss per share is calculated by dividing the net loss attributable to the Company’s stockholders by the weighted average number of common stock outstanding. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the three months ​ For the three months ​ ended March 31, 2022 ended March 31, 2021 ​ ​ ​ in thousand U.S. dollars except per share and share amounts Loss attributable to common stockholders ​ $ 2,943 $ 23 Basic and diluted net loss per common stock ​ ​ $0.32 ​ Less than $0.01 Weighted average of common stock outstanding ​ 9,159,139 ​ 3,900,000 ​ Basic loss per share is calculated by dividing the result attributable to equity holders of the Company by the weighted average number of common stock in issue during the year. b. Diluted The following potentially dilutive securities were excluded from the calculation of diluted net loss per common stock because their effect would have been anti-dilutive for the years presented: ​ ​ ​ ​ ​ ​ ​ ​ For the three months ending ​ ​ March 31, ​ 2022 2021 Common stock issuable in relation to: Warrants 228,893 — Options 226,590 — RSU 270,137 — ​

RELATED PARTY TRANSACTIONS

RELATED PARTY TRANSACTIONS	3 Months Ended
	Mar. 31, 2022
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS	NOTE 7 – RELATED PARTY TRANSACTIONS: a. Regarding related party transaction events, please also see Note 8. b. Indemnification The Company currently has directors’ and officers’ insurance coverage that reduces its exposure and enables the Company to recover a portion of any future amounts paid. The Company believes the estimated fair value of these indemnification agreements in excess of applicable insurance coverage is minimal.

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS	3 Months Ended
	Mar. 31, 2022
SUBSEQUENT EVENTS.
SUBSEQUENT EVENTS	NOTE 8 – SUBSEQUENT EVENTS: Related Party Transactions On April 1, 2022, the Company awarded bonuses related to the completion of the IPO in the amount of $431,250 to Mr. Ron Bentsur and $200,000 each to Dr. Enrique Poradosu and Mr. Shay Shemesh payable upon the Company raising an additional $15.0 million in gross proceeds subsequent to the IPO offering. On April 1, 2022, the Company increased the base annual salaries On April 1, 2022, the Company issued 120,000 RSUs to Mr. Ron Bentsur and 60,000 RSUs each options each, 1/3

SIGNIFICANT ACCOUNTING POLICI_2

SIGNIFICANT ACCOUNTING POLICIES (Policies)	3 Months Ended
	Mar. 31, 2022
SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation	a. Basis of Presentation The accompanying condensed financial statements are unaudited. The unaudited condensed financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States (“U.S. GAAP”), are stated in U.S. dollars and follow the requirements of the Securities and Exchange Commission (“SEC”) for interim financial reporting. Accordingly, they do not include all of the information and disclosures required by U.S. GAAP for complete financial statements as certain footnotes or other financial information that are normally required by U.S. GAAP can be condensed or omitted. The unaudited condensed financial statements have been prepared on the same basis as the audited financial statements. The unaudited condensed financial statements include the accounts of the Company. Any reference in these notes to applicable guidance is meant to refer to the authoritative U.S. GAAP as found in the Accounting Standards Codification (“ASC”) and Accounting Standards Updates (“ASU”) of the Financial Accounting Standards Board (“FASB”). 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 three months ended March 31, 2022 are not necessarily indicative of those expected for the year ending December 31, 2022 or for any future period. The condensed balance sheet as of December 31, 2021 included herein was derived from the audited financial statements as of that date but does not include all disclosures required by U.S. GAAP. These unaudited condensed financial statements should be read in conjunction with the Company’s audited financial statements and the related notes thereto for the year ended December 31, 2021, included in the Company’s Annual Report on Form 10-K filed with the SEC on March 23, 2022. The significant accounting policies used in the preparation of the financial statements are as follows:
Use of Estimates in the Preparation of Financial Statements	b. Use of Estimates in the Preparation of Financial Statements The preparation of the Company’s financial statements requires management to make estimates and assumptions that impact the reported amounts of assets, liabilities and expenses in the Company’s financial statements and accompanying notes. The most significant estimates in the Company’s financial statements relate to accruals for research and development expenses, valuation of equity awards, and valuation allowances for deferred tax assets. These estimates and assumptions are based on current facts, future expectations, and various other factors believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the recording of expenses that are not readily apparent from other sources. Actual results may differ materially and adversely from these estimates.
Fair Value Measurement	c. Fair Value Measurement The Company follows authoritative accounting guidance, which among other things, defines fair value, establishes a consistent framework for measuring fair value, and expands disclosure for each major asset and liability category measured at fair value on either a recurring or nonrecurring basis. Fair value is defined as the exchange price that would be received to sell an asset or paid to transfer a liability (at exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The three levels of inputs that may be used to measure fair value include: Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities that are accessible at the measurement date for assets or liabilities. The fair value hierarchy gives the highest priority to Level 1 inputs. The Company’s Level 1 assets consist of money market funds. Level 2: Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities in active markets or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 3: Unobservable inputs that are supported by little or no market activity. The fair value hierarchy gives the lowest priority to Level 3 inputs. 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 included in cash and cash equivalents are considered Level 1. During the three months ended March 31, 2022 and 2021, 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. The fair value of these financial instruments approximates their carrying values.
Recent Accounting Pronouncements and Recently Issued Accounting Pronouncements Not Yet Adopted	d. Recently Issued Accounting Pronouncements Not Yet Adopted Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements.

SHAREHOLDERS' EQUITY (DEFICIT)

SHAREHOLDERS' EQUITY (DEFICIT) (Tables)	3 Months Ended
	Mar. 31, 2022
SHAREHOLDERS' EQUITY (DEFICIT)
Schedule of share capital	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ March 31, 2022 ​ ​ ​ ​ ​ ​ Carrying ​ Liquidation ​ Authorized Issued and paid Value Preference Common Stock 60,000,000 ​ 12,717,794 ​ * — Redeemable Convertible Preferred Shares — ​ — ​ — — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2021 ​ ​ ​ ​ ​ ​ Carrying ​ Liquidation ​ Authorized Issued and paid Value Preference Common Stock ​ 12,870,000 ​ 4,505,514 ​ * ​ — Redeemable Convertible Preferred Shares 6,630,000 ​ 5,012,280 ​ 15,246 15,246 ​ * Represents an amount lower than $1,000 USD.

SHARE BASED PAYMENTS (Tables)

SHARE BASED PAYMENTS (Tables)	3 Months Ended
	Mar. 31, 2022
SHARE BASED PAYMENTS
Schedule of assumptions	The following table summarizes assumptions used for the Black-Scholes model at the grant date: ​ ​ ​ ​ ​ ​ Risk-free interest rate ​ 1.78 % Common share price ​ $ 5.00 ​ Expected dividend yield ​ — ​ Expected term (in years) ​ 5 ​ Expected volatility ​ 99 %
Schedule of stock option activity	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted ​ ​ ​ ​ Number of ​ Weighted average ​ average ​ Aggregated ​ ​ shares under ​ Exercise price per ​ remaining ​ Intrinsic value ​ ​ option ​ Option ​ life ​ (in thousands) Balance, December 31, 2021 226,590 $ 3.05 9.07 $ 492 Granted — ​ — ​ Exercised — ​ — ​ Forfeited — ​ — ​ Outstanding – March 31, 2022 226,590 $ 3.05 8.82 $ 987 Exercisable – March 31, 2022 — ​ — — ​ Vest or Expected to vest -March 31, 2022 226,590 $ 3.05 8.82 $ 987
Schedule of RSU activity	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Number of Weighted Weighted average Aggregated ​ ​ shares under ​ average grant ​ contractual term ​ Intrinsic value ​ ​ option ​ date fair value ​ (in years) ​ (in thousands) Balance, December 31, 2021 47,580 $ 2.49 2.72 $ 114 Granted 29,000 ​ 5.46 ​ Vested — ​ — ​ Outstanding – March 31, 2022 76,580 $ 3.62 2.63 $ 567 Expected to vest -March 31, 2022 76,580 $ 3.62 2.63 $ 567

NET LOSS PER SHARE (Tables)

NET LOSS PER SHARE (Tables)	3 Months Ended
	Mar. 31, 2022
NET LOSS PER SHARE
Schedule of basic net loss per share	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the three months ​ For the three months ​ ended March 31, 2022 ended March 31, 2021 ​ ​ ​ in thousand U.S. dollars except per share and share amounts Loss attributable to common stockholders ​ $ 2,943 $ 23 Basic and diluted net loss per common stock ​ ​ $0.32 ​ Less than $0.01 Weighted average of common stock outstanding ​ 9,159,139 ​ 3,900,000
Schedule of potentially dilutive securities were excluded from the calculation of diluted net loss per common stock because their effect would have been anti-dilutive	​ ​ ​ ​ ​ ​ ​ ​ For the three months ending ​ ​ March 31, ​ 2022 2021 Common stock issuable in relation to: Warrants 228,893 — Options 226,590 — RSU 270,137 —

GENERAL (Details)

GENERAL (Details)	Feb. 08, 2022USD ($)$ / sharesshares	Oct. 23, 2021	May 31, 2021	Mar. 31, 2022USD ($)	Mar. 31, 2021USD ($)	Dec. 31, 2021USD ($)
Subsidiary, Sale of Stock [Line Items]
Stock split ratio		39	100	1
Accumulated deficit				$ (15,843,000)		$ (12,900,000)
Cash and cash equivalents				$ 16,693,000		$ 5,742,000
Stock based payments					$ 0
Conversion ratio	1
Number of convertible preferred stock converted | shares	5,012,280
Initial Public Offering
Subsidiary, Sale of Stock [Line Items]
Number of shares of common stock sold | shares	3,200,000
Sale price per share | $ / shares	$ 5
Net proceeds	$ 12,600,000
Underwriting discounts and commissions	1,100,000
Underwriting Expenses	1,800,000
Stock based payments	$ 500,000
Common and preferred shares
Subsidiary, Sale of Stock [Line Items]
Stock split ratio			0.01
Common stock
Subsidiary, Sale of Stock [Line Items]
Stock split ratio		0.0256

COMMITMENTS AND CONTINGENCIES (

COMMITMENTS AND CONTINGENCIES (Details) - USD ($)	1 Months Ended	3 Months Ended	12 Months Ended
	May 31, 2021	Mar. 31, 2022	Dec. 31, 2021
COMMITMENTS AND CONTINGENCIES
Research and development		$ 1,805,000
Contingent liabilities'		0	$ 0
Provision made		0	$ 0
CRT Pioneer Fund License Agreement
COMMITMENTS AND CONTINGENCIES
Research and development support agreed amount	$ 500,000,000
Period for providing research and development support	18 months
Research and development		865,000,000
Project cost agreed amount		365,000,000
Project cost		$ 0

SHAREHOLDERS' EQUITY (DEFICIT_2

SHAREHOLDERS' EQUITY (DEFICIT) (Details)	Oct. 23, 2021	May 31, 2021$ / sharesshares	Mar. 31, 2022$ / sharesshares	Dec. 31, 2021$ / sharesshares	Dec. 31, 2020shares
SHAREHOLDERS' EQUITY (DEFICIT)
Stock split ratio	39	100	1
Common shares, par value, (per share) | $ / shares		$ 0.00001	$ 0.00001	$ 0.00001
Preferred stock, par value, (per share) | $ / shares		$ 0.00001
Common shares, shares authorized | shares		12,870,000	60,000,000	12,870,000	3,900,000
Preferred stock, shares authorized | shares		170,000			40,000

SHAREHOLDERS' EQUITY (DEFICIT_3

SHAREHOLDERS' EQUITY (DEFICIT) - Share capital (Details)	3 Months Ended
	Mar. 31, 2022USD ($)Voteshares	Dec. 31, 2021USD ($)shares	May 31, 2021shares	Dec. 31, 2020shares
SHAREHOLDERS' EQUITY (DEFICIT)
Common shares, shares authorized | shares	60,000,000	12,870,000	12,870,000	3,900,000
Common Stock, Issued and paid	$ 12,717,794,000	$ 4,505,514,000
Redeemable Convertible Preferred Shares, Authorized | shares		6,630,000
Redeemable Convertible Preferred Shares, Issued and paid		$ 5,012,280,000
Redeemable Convertible Preferred Shares, Carrying Value		15,246,000
Redeemable Convertible Preferred Shares, Liquidation Preference		15,246,000
Number of votes per share | Vote	1
Dividends declared	$ 0	$ 0

SHARE BASED PAYMENTS (Details)

SHARE BASED PAYMENTS (Details) - USD ($)	1 Months Ended	3 Months Ended
	Feb. 28, 2022	Mar. 31, 2022
SHARE BASED PAYMENTS
Risk-free interest rate		1.78%
Expected term (in years)		5 years
Expected volatility		99.00%
Vested Warrants
SHARE BASED PAYMENTS
Number of warrants granted to underwriter	128,000
Warrants exercise price	$ 6.25
Estimated value of warrants		$ 458,000
Expected term (in years)	5 years

SHARE BASED PAYMENTS - Addition

SHARE BASED PAYMENTS - Additional information (Details) - 2021 Global Equity Incentive Plan - USD ($) $ in Millions	1 Months Ended	3 Months Ended
	Feb. 28, 2022	Mar. 31, 2022	May 31, 2022
SHARE BASED PAYMENTS
Number of shares reserved			408,486
Additional increase to shares reserved	1,500,000
Options
SHARE BASED PAYMENTS
Unrecognized stock-based compensation expense		$ 0.3
Weighted-average period expected to be recognized		2 years 3 months
RSU
SHARE BASED PAYMENTS
Unrecognized stock-based compensation expense		$ 0.2
Weighted-average period expected to be recognized		2 years 7 months 17 days
Percentage of RSU's vesting on each anniversary date of grant		0.33%
Number of Common shares issues per RSU		1

SHARE BASED PAYMENTS - Activity

SHARE BASED PAYMENTS - Activity (Details) - 2021 Global Equity Incentive Plan - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended	12 Months Ended
	Mar. 31, 2022	Dec. 31, 2021
Options
Number of shares under option
Balance, December 31, 2021	226,590
Outstanding - March 31, 2022	226,590	226,590
Vest or Expected to vest -March 31, 2022	226,590
Weighted average Exercise price per Option
Balance, December 31, 2021	$ 3.05
Outstanding - March 31, 2022	3.05	$ 3.05
Vest or Expected to vest -March 31, 2022	$ 3.05
Weighted average remaining life and Aggregated Intrinsic value
Weighted average remaining life, Vest or Expected to vest	8 years 9 months 25 days	9 years 25 days
Aggregated Intrinsic value	$ 987	$ 492
Aggregated Intrinsic value, Vest or Expected to vest	$ 987
RSU
Number of shares under option
Balance, December 31, 2021	47,580
Granted	29,000
Outstanding - March 31, 2022	76,580	47,580
Vest or Expected to vest -March 31, 2022	76,580
Weighted average Exercise price per Option
Balance, December 31, 2021	$ 2.49
Grants	5.46
Outstanding - March 31, 2022	3.62	$ 2.49
Vest or Expected to vest -March 31, 2022	$ 3.62
Weighted average remaining life and Aggregated Intrinsic value
Weighted average remaining life, Vest or Expected to vest	2 years 7 months 17 days	2 years 8 months 19 days
Aggregated Intrinsic value	$ 567	$ 114
Aggregated Intrinsic value, Vest or Expected to vest	$ 567

SHARE BASED PAYMENTS - Assumpti

SHARE BASED PAYMENTS - Assumptions (Details)	3 Months Ended
	Mar. 31, 2022$ / shares
SHARE BASED PAYMENTS
Risk-free interest rate	1.78%
Common share price	$ 5
Expected term (in years)	5 years
Expected volatility	99.00%

SHARE BASED PAYMENTS - Share Co

SHARE BASED PAYMENTS - Share Compensation Expense (Details) - USD ($)	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share based compensation expense		$ 0
General and administrative expenses
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share based compensation expense	$ 300,000
Research and development expenses
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share based compensation expense	$ 100,000

NET LOSS PER SHARE (Details)

NET LOSS PER SHARE (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
NET LOSS PER SHARE
Loss attributable to common stockholders	$ 2,943	$ 23
Basic net loss per common stock	$ 0.32	$ 0.01
Diluted net loss per common stock	$ 0.32	$ 0.01
Weighted average of common stock outstanding	9,159,139	3,900,000

NET LOSS PER SHARE - Anti-dilut

NET LOSS PER SHARE - Anti-dilutive (Details)	3 Months Ended
	Mar. 31, 2022shares
Warrants
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-dilutive excluded from the calculation of diluted net loss per common stock	228,893
Options
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-dilutive excluded from the calculation of diluted net loss per common stock	226,590
RSU
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-dilutive excluded from the calculation of diluted net loss per common stock	270,137

SUBSEQUENT EVENTS (Details)

SUBSEQUENT EVENTS (Details) $ in Thousands	Apr. 01, 2022USD ($)shares
Subsequent Event [Line Items]
Vesting period	3 years
Subsequent events | On Each Anniversary from the date of grant
Subsequent Event [Line Items]
Vesting percentage	0.75%
Subsequent events | Mr.Ron Bentsur
Subsequent Event [Line Items]
Bonus awarded | $	$ 431,250
Subsequent events | Mr.Ron Bentsur | RSU
Subsequent Event [Line Items]
Number of RSU's/Options issued	120,000
Subsequent events | Dr.Enrique Poradosu
Subsequent Event [Line Items]
Bonus awarded | $	$ 200,000
Base Annual Salary | $	$ 425,000
Subsequent events | Dr.Enrique Poradosu | RSU
Subsequent Event [Line Items]
Number of RSU's/Options issued	60,000
Subsequent events | Mr.Shay Shemesh
Subsequent Event [Line Items]
Gross proceeds | $	$ 15,000
Base Annual Salary | $	$ 425,000
Subsequent events | Mr.Shay Shemesh | RSU
Subsequent Event [Line Items]
Number of RSU's/Options issued	60,000
Subsequent events | Hoberman | Options
Subsequent Event [Line Items]
Number of RSU's/Options issued	15,000
Subsequent events | Oliviero | Options
Subsequent Event [Line Items]
Number of RSU's/Options issued	15,000
Subsequent events | Kaplan | Options
Subsequent Event [Line Items]
Number of RSU's/Options issued	15,000