Nuvectis Pharma (NVCT) 10-Q 10 May 23 2023 Q1 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	3 Months Ended
	Mar. 31, 2023	May 01, 2023
Document and Entity Information [Abstract]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Mar. 31, 2023
Document Transition Report	false
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, Address Line One	1 Bridge Plaza,
Entity Address, Address Line Two	Suite 275
Entity Address, City or Town	Fort Lee,
Entity Address State Or Province	NJ
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 share
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		16,007,425
Entity Central Index Key	0001875558
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2023
Document Fiscal Period Focus	Q1
Amendment Flag	false

CONDENSED BALANCE SHEETS

CONDENSED BALANCE SHEETS - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022
CURRENT ASSETS:
Cash and cash equivalents	$ 15,468	$ 19,993
Other current assets	740	412
TOTAL CURRENT ASSETS	16,208	20,405
TOTAL ASSETS	16,208	20,405
CURRENT LIABILITIES
Accounts payables	2,096	2,910
Payable offering costs		450
Accrued liabilities	156	445
Employee compensation and benefits	1,682	2,381
TOTAL CURRENT LIABILITIES	3,934	6,186
TOTAL LIABILITIES	3,934	6,186
COMMITMENTS AND CONTINGENCIES, see Note 3
STOCKHOLDERS' EQUITY: see Note 4
Common Stock, $0.00001 par value - 60,000,000 shares authorized as of March 31, 2023, and December 31, 2022, 15,870,266, and 15,174,847 shares issued and outstanding as of March 31, 2023 and December 31, 2022, respectively
Additional paid in capital	48,308	46,204
Accumulated deficit	(36,034)	(31,985)
TOTAL STOCKHOLDERS' EQUITY	12,274	14,219
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$ 16,208	$ 20,405

CONDENSED BALANCE SHEETS (Paren

CONDENSED BALANCE SHEETS (Parenthetical) - $ / shares	Mar. 31, 2023	Dec. 31, 2022
Common shares, par value, (per share)	$ 0.00001	$ 0.00001
Common shares, shares authorized	60,000,000	60,000,000
Common shares, shares issued	15,886,139	15,190,720

CONDENSED STATEMENTS OF OPERATI

CONDENSED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
OPERATING EXPENSES:
Research and development	$ 2,367	$ 1,805
General and administrative	1,734	1,140
OPERATING LOSS	(4,101)	(2,945)
Finance income	52	2
NET LOSS	(4,049)	(2,943)
NET LOSS ATTRIBUTABLE TO COMMON STOCKHOLDERS	$ (4,049)	$ (2,943)
BASIC NET LOSS PER COMMON STOCK OUTSTANDING, see Note 6	$ (0.27)	$ (0.32)
DILUTED NET LOSS PER COMMON STOCK OUTSTANDING, see Note 6	$ (0.27)	$ (0.32)
Basic weighted average number of common stock outstanding	14,724,249	9,159,139
Diluted weighted average number of common stock outstanding	14,724,249	9,159,139

CONDENSED STATEMENTS OF CHANGES

CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY - USD ($) $ in Thousands	Redeemable Convertible Preferred Stock	Preferred Investment Options Common Stock	Preferred Investment Options Additional Paid-In Capital	Preferred Investment Options	Common Stock	Additional Paid-In Capital	Accumulated Deficit	Total
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)
Conversion of Series A redeemable convertible preferred shares (in shares)	(5,012,280)
Conversion of Series A redeemable convertible preferred shares						15,246		15,246
Conversion of Series A redeemable convertible preferred shares (in shares)					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
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
Balance at the beginning at Dec. 31, 2022						46,204	(31,985)	14,219
Balance at the beginning (in shares) at Dec. 31, 2022					15,190,720
CHANGES IN REDEEMABLE CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS' DEFICIT
Share based payments						1,402		1,402
Issuance of restricted stock awards (shares)					585,499
Exercise of warrants			$ 39	$ 39		663		663
Exercise of warrants (shares)		4,000		4,000	105,920
Net loss for the period							(4,049)	(4,049)
Balance at the end at Mar. 31, 2023						$ 48,308	$ (36,034)	$ 12,274
Balance at the end (in shares) at Mar. 31, 2023					15,886,139

CONDENSED STATEMENTS OF CHANG_2

CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (Parenthetical) $ in Thousands	3 Months Ended
	Mar. 31, 2022 USD ($)
Initial Public Offering
Offering Costs	$ 2,892

CONDENSED STATEMENTS OF CASH FL

CONDENSED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$ (4,049)	$ (2,943)
Adjustments to reconcile loss to net cash used in operating activities:
Cost of stock-based payments	1,402	156
Changes in operating assets and liabilities:
Increase in other current assets	(328)	(831)
(Decrease)/increase in accounts payable, accrued compensation and benefits, and accrued liabilities	(1,802)	542
Net cash used in operating activities	(4,777)	(3,076)
CASH FLOWS FROM INVESTING ACTIVITIES:
Net cash provided by (used in) investing activities
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of common stock upon initial public offering		16,000
Proceeds from exercise of warrants/preferred investment option	702
Net cash provided by financing activities	252	14,027
(DECREASE)/INCREASE IN CASH AND CASH EQUIVALENTS	(4,525)	10,951
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD	19,993	5,742
CASH AND CASH EQUIVALENTS AT END OF PERIOD	15,468	16,693
Supplemental noncash disclosure of investing and financing activities:
Unpaid deferred offering costs		97
Initial Public Offering
CASH FLOWS FROM FINANCING ACTIVITIES:
Issuance costs	(341)	$ (1,973)
Private Placement
CASH FLOWS FROM FINANCING ACTIVITIES:
Issuance costs	$ (109)

GENERAL

GENERAL	3 Months Ended
	Mar. 31, 2023
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 innovative precision medicines for the treatment of serious conditions of unmet medical need in oncology. b. In May 2021, the Company entered into a worldwide, exclusive license agreement with the CRT Pioneer Fund (“CRT”) (see Note 3a). c. 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). d. In February 2022, the Company’s shares began trading on the NASDAQ under the symbol “NVCT”. e. Liquidity and Capital Resources The Company has incurred net operating losses since its inception and had an accumulated deficit of $36 million as of March 31, 2023. The Company had cash and cash equivalents of $15.5 million as of March 31, 2023 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 as of March 31, 2023 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 regulatory and marketing approvals. There can be no assurances that the Company will be able to secure such additional financing, 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.

SIGNIFICANT ACCOUNTING POLICIES

SIGNIFICANT ACCOUNTING POLICIES	3 Months Ended
	Mar. 31, 2023
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 period ended March 31, 2023 are not necessarily indicative of those expected for the year ending December 31, 2023 or for any future period. The condensed balance sheet as of December 31, 2022 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, 2022, included in the Company’s Annual Report on Form 10-K filed with the SEC on March 8, 2023. 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, 2023 and 2022, 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. Stock Compensation 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 equity awards could come in the form of options, warrants, and RSAs. The Company elected to recognize compensation costs for awards using the accelerated method based on the multiple-option award approach. Performance based awards are expensed over the vesting period only if the achievement of performance criteria is probable. The Company has elected to recognize forfeitures as they occur. For stock options containing a market condition, the market conditions are required to be considered when calculating the grant date fair value. ASC 718 requires selection of a valuation technique that best fits the circumstances of an award. (see note 5). In order to reflect the substantive characteristics of the market condition option award, a Monte Carlo simulation valuation model was used to calculate the grant date fair value of such stock options. Expense for the market condition stock options is recognized over the derived service period as determined through the Monte Carlo simulation model. e. 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. No new accounting standards were adopted during the period .

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES	3 Months Ended
	Mar. 31, 2023
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, 2022 filed with the Securities and Exchange Commission on March 8, 2023 (see Note 5a in the Notes to the Financial Statements). Any potential milestone or royalty payment amounts have not been accrued as of March 31, 2023 and December 31, 2022 due to the uncertainty related to the achievement of these events or milestones. 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, 2022 filed with the Securities and Exchange Commission on March 8, 2023 (see Note 5a in the Notes to the Financial Statements). Any potential future research support, milestone or royalty payment amounts have not been accrued as of March 31, 2023 and December 31, 2022 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 5. c. Contingencies As of March 31, 2023, and as of December 31, 2022, there are no contingent liabilities, therefore, no provision was made.

STOCKHOLDERS' EQUITY

STOCKHOLDERS' EQUITY	3 Months Ended
	Mar. 31, 2023
STOCKHOLDERS' EQUITY
STOCKHOLDERS' EQUITY	​ NOTE 4 – STOCKHOLDERS’ EQUITY: a. Private Placement in Public Entity On July 29, 2022, the Company closed a private placement offering (the “July Private Placement”), pursuant to the terms and conditions of a Securities Purchase Agreement (the “Agreement”), dated July 27, 2022. In connection with the July Private Placement, the Company issued 1,015,598 shares of common stock (the “Shares”), pre-funded warrants (the “Pre-Funded Warrants”) to purchase an aggregate of 909,091 shares of common stock and preferred investment options (the “Preferred Investment Options”) to purchase up to an aggregate of 1,924,689 shares of common stock. The Preferred Investment Options became exercisable on January 23, 2023 and are exercisable through January 29, 2026, at an exercise price of $9.65 per share, subject to certain adjustments as defined in the Agreement. 4,000 Preferred Investment Options were exercised and $39,000 was received as of March 31, 2023.

SHARE BASED PAYMENTS

SHARE BASED PAYMENTS	3 Months Ended
	Mar. 31, 2023
SHARE BASED PAYMENTS
SHARE BASED PAYMENTS	NOTE 5 – SHARE BASED PAYMENTS: a. Share Based Payments In January 2023, the Company granted to a service provider 43,500 options which become exercisable between January 19, 2023, and January 18, 2025, into common stock with an exercise price of $7.51 per share based on the achievement of service condition, market condition or performance condition. As of March 31, 2023, 12,000 options were exercisable. Service condition options totaled 22,500, had an estimated value based on Black-Scholes of approximately $74,000 and were not exercisable as of March 31, 2023. Performance condition options totaled 12,000, had an estimated value based on Black-Scholes of approximately $39,000 and were exercisable as of March 31, 2023. Market condition options totaling 9,000 options have a market condition which was not achieved by March 31, 2023, and an estimated value of $20,000 based on a Monte Carlo model. No options have been exercised as of March 31, 2023. The fair value of options was evaluated at the grant date using a Black-Scholes Option Pricing Model for various possible scenarios. The following table summarizes assumptions used for the Black-Scholes model at the grant date: ​ ​ ​ ​ ​ ​ Risk-free interest rate ​ 4.09 % Common stock price ​ $ 7.51 ​ Expected dividend yield ​ — ​ Expected term (in years) ​ 2 ​ Expected volatility ​ 75 % ​ ​ ​ ​ ​ ​ In February 2022, the Company granted to the underwriter of the 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. IPO warrants totaling 105,920 were exercised and the Company received $0.7 million as of March 31, 2023. b. 2021 Global Equity Incentive Plan (“Incentive Plan”) The following table summarizes the Company’s stock option activity in the Incentive Plan for the three months ended March 31, 2023: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted ​ ​ ​ Number of ​ Weighted average ​ average ​ Aggregated ​ ​ shares under ​ Exercise price per ​ remaining ​ Intrinsic value ​ ​ option ​ Option ​ Life ​ (in thousands) Balance, December 31, 2022 ​ 311,590 4.20 8.79 1,042 Granted 34,500 7.51 Exercised — — Forfeited — — Outstanding – March 31, 2023 346,090 4.53 8.67 2,969 Exercisable – March 31, 2023 87,582 3.66 8.55 Expected to vest – March 31, 2023 346,090 4.53 8.67 2,969 ​ As of March 31, 2023, there was $0.7 million of unrecognized stock-based compensation expense related to unvested stock options that is expected to be recognized over a weighted-average period of 1.92 years. Restricted Stock Awards Restricted stock awards (“RSAs”) have been granted to employees. The value of an RSA award is based on the Company’s stock price on the date of grant. The Company granted RSAs pursuant to the Incentive Plan. The following table summarizes the Company’s RSA activity for the three months ended March 31, 2023, as described above from the Incentive Plan: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted Weighted average Aggregated ​ ​ Number of ​ average grant ​ contractual term ​ Intrinsic value ​ ​ shares ​ date fair value ​ (in years) ​ (in thousands) Balance, December 31, 2022 ​ 338,807 7.15 2.22 2,541 Granted 585,499 7.56 Vested (24,250) 8.98 Outstanding – March 31, 2023 900,056 7.44 2.51 11,800 Expected to vest – March 31, 2023 900,056 7.44 2.51 11,800 ​ As of March 31, 2023, there was $4.6 million of total unrecognized compensation cost related to RSAs expected to be recognized over a weighted average period of 2.51 years. On January 3, 2023, the Company issued 145,499 RSAs to employees and other service providers with a determined fair value of $1.1 million. These RSAs vest over three years with 1/3 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 1/3 On April 1, 2022, the Company issued 120,000 RSAs to Mr. Ron Bentsur and 60,000 RSAs to each 1/3 On July 27, 2021, Mr. Ron Bentsur, Dr. 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 Company’s Incentive Plan and excluded from the table above. On March 29, 2023, the vesting of these grants was extended to January 11, 2024. Share Compensation Expense For the three months ended March 31, 2023, the Company recognized expenses of $0.7 million as part of general and administrative expenses and $0.7 million as part of research and development expenses. For the three months ended March 31, 2022, the Company recognized expenses of $0.1 million as part of general and administrative expenses and $0.1 million as part of research and development expenses.

NET LOSS PER SHARE

NET LOSS PER SHARE	3 Months Ended
	Mar. 31, 2023
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, 2023 ended March 31, 2022 ​ ​ ​ ​ ​ ​ ​ ​ ​ Loss attributable to common stockholders ​ $ (4,049) $ (2,943) Basic and diluted net loss per common share ​ ​ (0.27) ​ (0.32) Weighted average of common share outstanding ​ ​ 14,724,249 ​ 9,159,139 ​ Basic loss per share is calculated by dividing the result attributable to equity holders of the Company by the weighted average number of shares of common stock in issue during the year. The calculation of the loss per share includes 1,924,689 pre-funded warrants/shares issued as part of the private placement, as the Company considers these shares to be exercised for no additional consideration. As of March 31, 2023 the amount of pre-funded warrants/shares issued were 1,924,689, and as of March 31, 2022, zero. ​ b. Diluted The following potentially dilutive securities were excluded from the calculation of diluted net loss per common share because their effect would have been anti-dilutive for the years presented: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ March 31, ​ 2023 2022 Common stock issuable in relation to: Warrants 238,974 228,893 Options 346,090 226,590 Unvested RSAs * 1,093,613 270,137 ​ ​ * includes 193,557 of RSAs granted outside of the Incentive Plan

RELATED PARTY TRANSACTIONS

RELATED PARTY TRANSACTIONS	3 Months Ended
	Mar. 31, 2023
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS	NOTE 7 – RELATED PARTY TRANSACTIONS: a. See note 5

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS	3 Months Ended
	Mar. 31, 2023
SUBSEQUENT EVENTS.
SUBSEQUENT EVENTS	NOTE 8 – SUBSEQUENT EVENTS: a. During April and May 2023, a certain investor exercised 34,000 Preferred Investment Options granted in July 2022 in association with the Securities Purchase Agreement. Gross proceeds from the exercise of these options were approximately $0.3 million. ​ ​

SIGNIFICANT ACCOUNTING POLICI_2

SIGNIFICANT ACCOUNTING POLICIES (Policies)	3 Months Ended
	Mar. 31, 2023
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 period ended March 31, 2023 are not necessarily indicative of those expected for the year ending December 31, 2023 or for any future period. The condensed balance sheet as of December 31, 2022 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, 2022, included in the Company’s Annual Report on Form 10-K filed with the SEC on March 8, 2023. 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, 2023 and 2022, 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.
Stock Compensation	d. Stock Compensation 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 equity awards could come in the form of options, warrants, and RSAs. The Company elected to recognize compensation costs for awards using the accelerated method based on the multiple-option award approach. Performance based awards are expensed over the vesting period only if the achievement of performance criteria is probable. The Company has elected to recognize forfeitures as they occur. For stock options containing a market condition, the market conditions are required to be considered when calculating the grant date fair value. ASC 718 requires selection of a valuation technique that best fits the circumstances of an award. (see note 5). In order to reflect the substantive characteristics of the market condition option award, a Monte Carlo simulation valuation model was used to calculate the grant date fair value of such stock options. Expense for the market condition stock options is recognized over the derived service period as determined through the Monte Carlo simulation model.
Recently Issued Accounting Pronouncements Not Yet Adopted	e. 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. No new accounting standards were adopted during the period .

SHARE BASED PAYMENTS (Tables)

SHARE BASED PAYMENTS (Tables)	3 Months Ended
	Mar. 31, 2023
SHARE BASED PAYMENTS
Schedule of assumptions	​ ​ ​ ​ ​ ​ Risk-free interest rate ​ 4.09 % Common stock price ​ $ 7.51 ​ Expected dividend yield ​ — ​ Expected term (in years) ​ 2 ​ Expected volatility ​ 75 % ​ ​ ​ ​ ​
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, 2022 ​ 311,590 4.20 8.79 1,042 Granted 34,500 7.51 Exercised — — Forfeited — — Outstanding – March 31, 2023 346,090 4.53 8.67 2,969 Exercisable – March 31, 2023 87,582 3.66 8.55 Expected to vest – March 31, 2023 346,090 4.53 8.67 2,969 ​
Schedule of restricted stock awards	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted Weighted average Aggregated ​ ​ Number of ​ average grant ​ contractual term ​ Intrinsic value ​ ​ shares ​ date fair value ​ (in years) ​ (in thousands) Balance, December 31, 2022 ​ 338,807 7.15 2.22 2,541 Granted 585,499 7.56 Vested (24,250) 8.98 Outstanding – March 31, 2023 900,056 7.44 2.51 11,800 Expected to vest – March 31, 2023 900,056 7.44 2.51 11,800 ​

NET LOSS PER SHARE (Tables)

NET LOSS PER SHARE (Tables)	3 Months Ended
	Mar. 31, 2023
NET LOSS PER SHARE
Schedule of basic net loss per share	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the three months ​ For the three months ​ ​ ​ ended March 31, 2023 ended March 31, 2022 ​ ​ ​ ​ ​ ​ ​ ​ ​ Loss attributable to common stockholders ​ $ (4,049) $ (2,943) Basic and diluted net loss per common share ​ ​ (0.27) ​ (0.32) Weighted average of common share outstanding ​ ​ 14,724,249 ​ 9,159,139 ​
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	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ March 31, ​ 2023 2022 Common stock issuable in relation to: Warrants 238,974 228,893 Options 346,090 226,590 Unvested RSAs * 1,093,613 270,137 ​ ​ * includes 193,557 of RSAs granted outside of the Incentive Plan

GENERAL (Details)

GENERAL (Details) - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022
GENERAL
Accumulated deficit	$ 36,034	$ 31,985
Cash and cash equivalents	$ 15,468	$ 19,993

COMMITMENTS AND CONTINGENCIES -

COMMITMENTS AND CONTINGENCIES - Contingencies (Details) - USD ($) $ in Thousands	3 Months Ended	12 Months Ended
	Mar. 31, 2023	Dec. 31, 2022
COMMITMENTS AND CONTINGENCIES
Contingent liabilities	$ 0	$ 0
Provision Made	$ 0	$ 0

STOCKHOLDERS' EQUITY - Private

STOCKHOLDERS' EQUITY - Private placement in public entity (Details) - USD ($) $ / shares in Units, $ in Thousands		3 Months Ended
	Jul. 29, 2022	Mar. 31, 2023
Subsidiary, Sale of Stock [Line Items]
Proceeds from exercise of warrants		$ 702
Preferred Investment Options
Subsidiary, Sale of Stock [Line Items]
Warrants exercised		4,000
Proceeds from exercise of warrants		$ 39,000
Private Placement
Subsidiary, Sale of Stock [Line Items]
Number of shares issued	1,015,598
Private Placement | Pre-Funded Warrants
Subsidiary, Sale of Stock [Line Items]
Warrants to purchase an aggregate	909,091
Private Placement | Preferred Investment Options
Subsidiary, Sale of Stock [Line Items]
Warrants to purchase an aggregate	1,924,689
Warrants exercise price		$ 9.65

SHARE BASED PAYMENTS (Details)

SHARE BASED PAYMENTS (Details) - USD ($)	1 Months Ended		3 Months Ended
	Jan. 31, 2023	Feb. 28, 2022	Mar. 31, 2023
SHARE BASED PAYMENTS
Granted	43,500
Exercise Price	$ 7.51
Exercised			0
Expected term (in years)			2 years
Warrant exercised			105,920
Proceeds from exercise of warrants			$ 702,000
February 2022 Warrants
SHARE BASED PAYMENTS
Number of warrants granted		128,000
Warrants exercise price		$ 6.25
Expected term (in years)		5 years
Estimated value of warrants		$ 458,000
Options | Service Providers.
SHARE BASED PAYMENTS
Options exercisable			12,000
Service Based Stock Options | Service Providers.
SHARE BASED PAYMENTS
Granted			22,500
Fair value of share options granted			$ 74,000
Market Condition Based Stock Options | Service Providers.
SHARE BASED PAYMENTS
Granted			9,000
Fair value of share options granted			$ 20,000
Performance Condition Based Stock Options | Service Providers.
SHARE BASED PAYMENTS
Granted			12,000
Fair value of share options granted			$ 39,000

SHARE BASED PAYMENTS - Assumpti

SHARE BASED PAYMENTS - Assumptions (Details)	3 Months Ended
	Mar. 31, 2023 $ / shares
SHARE BASED PAYMENTS
Risk-free interest rate	4.09%
Common stock price	$ 7.51
Expected term (in years)	2 years
Expected volatility	75%

SHARE BASED PAYMENTS - Addition

SHARE BASED PAYMENTS - Additional information (Details) - USD ($) $ in Millions					3 Months Ended
	Jan. 12, 2023	Jan. 03, 2023	Apr. 01, 2022	Jul. 27, 2021	Mar. 31, 2023
Restricted Stock Awards
SHARE BASED PAYMENTS
Number of RSA's/Options issued		145,499
Vesting period	3 years	3 years	3 years
Total fair value of RSAs	$ 3.3	$ 1.1
Restricted Stock Awards | On Each Anniversary from the date of grant
SHARE BASED PAYMENTS
Vesting percentage	0.33%	0.33%	0.33%
Restricted Stock Awards | Mr.Ron Bentsur
SHARE BASED PAYMENTS
Number of RSA's/Options issued	210,000		120,000	96,759
Restricted Stock Awards | Dr.Enrique Poradosu
SHARE BASED PAYMENTS
Number of RSA's/Options issued	115,000		60,000	48,399
Restricted Stock Awards | Mr.Shay Shemesh
SHARE BASED PAYMENTS
Number of RSA's/Options issued	115,000		60,000	48,399
2021 Global Equity Incentive Plan | Options
SHARE BASED PAYMENTS
Unrecognized stock-based compensation expense					$ 0.7
Weighted-average period expected to be recognized					1 year 11 months 1 day
2021 Global Equity Incentive Plan | Restricted Stock Awards
SHARE BASED PAYMENTS
Unrecognized stock-based compensation expense					$ 4.6
Weighted-average period expected to be recognized					2 years 6 months 3 days

SHARE BASED PAYMENTS - Activity

SHARE BASED PAYMENTS - Activity (Details) - USD ($) $ / shares in Units, $ in Thousands	1 Months Ended	3 Months Ended	12 Months Ended
	Jan. 31, 2023	Mar. 31, 2023	Dec. 31, 2022
Number of shares under option
Granted	43,500
Exercised		0
Weighted average Exercise price per Option
Granted	$ 7.51
2021 Global Equity Incentive Plan | Options
Number of shares under option
Balance, December 31, 2022	311,590	311,590
Granted		34,500
Outstanding - March 31, 2023		346,090	311,590
Options exercisable		87,582
Expected to vest - March 31, 2023		346,090
Weighted average Exercise price per Option
Balance, December 31, 2022	$ 4.20	$ 4.20
Granted		7.51
Outstanding - March 31, 2023		4.53	$ 4.20
Exercisable - March 31, 2023		3.66
Expected to vest - March 31, 2023		$ 4.53
Weighted average remaining life and Aggregated Intrinsic value
Weighted average remaining life, Outstanding		8 years 8 months 1 day	8 years 9 months 14 days
Weighted average remaining life, Exercisable		8 years 6 months 18 days
Weighted average remaining life, Vest or Expected to vest		8 years 8 months 1 day
Aggregated Intrinsic value		$ 2,969	$ 1,042
Aggregated Intrinsic value, Vest or Expected to vest		$ 2,969
2021 Global Equity Incentive Plan | Restricted Stock Awards
Number of shares under option
Balance, December 31, 2022	338,807	338,807
Granted		585,499
Vested		(24,250)
Outstanding - March 31, 2023		900,056	338,807
Expected to vest - March 31, 2023		900,056
Weighted average Exercise price per Option
Balance, December 31, 2022	$ 7.15	$ 7.15
Granted		7.56
Vested		8.98
Outstanding - March 31, 2023		7.44	$ 7.15
Expected to vest - March 31, 2023		$ 7.44
Weighted average remaining life and Aggregated Intrinsic value
Weighted average remaining life, Outstanding		2 years 6 months 3 days	2 years 2 months 19 days
Weighted average remaining life, Vest or Expected to vest		2 years 6 months 3 days
Aggregated Intrinsic value		$ 11,800	$ 2,541
Aggregated Intrinsic value, Vest or Expected to vest		$ 11,800

SHARE BASED PAYMENTS - Share Co

SHARE BASED PAYMENTS - Share Compensation Expense (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
General and administrative expenses.
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share based compensation expense	$ 0.7	$ 0.1
Research and development expenses.
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share based compensation expense	$ 0.7	$ 0.1

NET LOSS PER SHARE - Narrative

NET LOSS PER SHARE - Narrative (Details) - shares	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Weighted average number diluted shares outstanding adjustment	1,924,689	0
Pre-Funded Warrants
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Incremental common shares attributable to dilutive effect of call options and warrants	1,924,689

NET LOSS PER SHARE - Weighted a

NET LOSS PER SHARE - Weighted average number of common stock outstanding (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
NET LOSS PER SHARE
Loss attributable to common stockholders	$ (4,049)	$ (2,943)
Basic net loss per common share	$ (0.27)	$ (0.32)
Diluted net loss per common share	$ (0.27)	$ (0.32)
Basic weighted average of common share outstanding	14,724,249	9,159,139
Diluted Weighted average of common share outstanding	14,724,249	9,159,139

NET LOSS PER SHARE - Anti-dilut

NET LOSS PER SHARE - Anti-dilutive (Details) - shares	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
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	238,974	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	346,090	226,590
Unvested RSAs
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-dilutive excluded from the calculation of diluted net loss per common stock	1,093,613	270,137
Unvested RSAs | Mr. Ron Bentsur, Dr. Enrique Poradosu, and Mr. Shay Shemesh
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-dilutive excluded from the calculation of diluted net loss per common stock	193,557

SUBSEQUENT EVENTS (Details)

SUBSEQUENT EVENTS (Details) - USD ($) $ in Thousands	2 Months Ended	3 Months Ended
	May 31, 2023	Mar. 31, 2023
Subsequent Event [Line Items]
Proceeds from exercise of warrants/preferred investment option		$ 702
Preferred Investment Options [Member]
Subsequent Event [Line Items]
Proceeds from exercise of warrants/preferred investment option		$ 39,000
Subsequent events | Preferred Investment Options [Member]
Subsequent Event [Line Items]
Warrant exercised	34,000
Proceeds from exercise of warrants/preferred investment option	$ 300