Nuvectis Pharma (NVCT) 10-Q 6 Aug 24 2024 Q2 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	6 Months Ended
	Jun. 30, 2024	Aug. 02, 2024
Document and Entity Information [Abstract]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Jun. 30, 2024
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		18,652,688
Entity Central Index Key	0001875558
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2024
Document Fiscal Period Focus	Q2
Amendment Flag	false

CONDENSED BALANCE SHEETS

CONDENSED BALANCE SHEETS - USD ($) $ in Thousands		Jun. 30, 2024	Dec. 31, 2023
CURRENT ASSETS
Cash and cash equivalents		$ 18,116	$ 19,126
Other current assets		182	59
TOTAL CURRENT ASSETS		18,298	19,185
TOTAL ASSETS		18,298	19,185
CURRENT LIABILITIES
Accounts payables		1,846	2,771
Accrued liabilities		310	415
Employee compensation and benefits		3,614	3,798
TOTAL CURRENT LIABILITIES		5,770	6,984
TOTAL LIABILITIES		5,770	6,984
COMMITMENTS AND CONTINGENCIES, see Note 3
STOCKHOLDERS' EQUITY see Note 4
Common Shares, $0.00001 par value - 60,000,000 shares authorized as of June 30, 2024, and December 31, 2023, 18,748,751, and 17,418,886 shares issued and outstanding as of June 30, 2024 and December 31, 2023, respectively	[1]
Additional paid in capital		75,372	66,446
Accumulated deficit		(62,844)	(54,245)
TOTAL STOCKHOLDERS' EQUITY		12,528	12,201
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY		$ 18,298	$ 19,185
[1]Represents an amount lower than $1,000 USD.

CONDENSED BALANCE SHEETS (Paren

CONDENSED BALANCE SHEETS (Parenthetical) - $ / shares	Jun. 30, 2024	Dec. 31, 2023
CONDENSED BALANCE SHEETS
Common shares, par value (per share)	$ 0.00001	$ 0.00001
Common shares, shares authorized	60,000,000	60,000,000
Common shares, shares issued	18,748,751	17,418,886
Common shares, shares outstanding	18,748,751	17,418,886

CONDENSED STATEMENTS OF OPERATI

CONDENSED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
OPERATING EXPENSES
Research and development	$ 2,943	$ 4,262	$ 5,603	$ 6,629
General and administrative	1,700	1,510	3,436	3,244
OPERATING LOSS	(4,643)	(5,772)	(9,039)	(9,873)
Finance income	215	64	440	116
NET LOSS	(4,428)	(5,708)	(8,599)	(9,757)
NET LOSS ATTRIBUTABLE TO COMMON STOCKHOLDERS	$ (4,428)	$ (5,708)	$ (8,599)	$ (9,757)
BASIC NET LOSS PER COMMON SHARE OUTSTANDING, see Note 6	$ (0.26)	$ (0.38)	$ (0.51)	$ (0.65)
DILUTED NET LOSS PER COMMON SHARE OUTSTANDING, see Note 6	$ (0.26)	$ (0.38)	$ (0.51)	$ (0.65)
Basic weighted average number of common shares outstanding	16,900,570	15,178,035	16,729,952	14,951,881
Diluted weighted average number of common shares outstanding	16,900,570	15,178,035	16,729,952	14,951,881

CONDENSED STATEMENTS OF CHANGES

CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY - USD ($) $ in Thousands		Preferred Investment Options Common Shares	Preferred Investment Options Additional Paid-In Capital	Preferred Investment Options	Common Shares	Additional Paid-In Capital	Accumulated Deficit	Total
Balance at the beginning at Dec. 31, 2022	[1]					$ 46,204	$ (31,985)	$ 14,219
Balance at the beginning (in shares) at Dec. 31, 2022	[1]				15,190,720
CHANGES IN REDEEMABLE CONVERTIBLE PREFERRED SHARES AND SHAREHOLDERS' EQUITY (DEFICIT)
Share-based payments						1,402		1,402
Issuance of restricted share awards (in shares)					585,499
Exercise of warrants			$ 39	$ 39		663		663
Exercise of warrants (in shares)		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
Balance at the beginning at Dec. 31, 2022	[1]					46,204	(31,985)	14,219
Balance at the beginning (in shares) at Dec. 31, 2022	[1]				15,190,720
CHANGES IN REDEEMABLE CONVERTIBLE PREFERRED SHARES AND SHAREHOLDERS' EQUITY (DEFICIT)
Net loss for the period								(9,757)
Balance at the end at Jun. 30, 2023						62,074	(41,742)	20,332
Balance at the end (in shares) at Jun. 30, 2023					17,221,113
Balance at the beginning at Mar. 31, 2023						48,308	(36,034)	12,274
Balance at the beginning (in shares) at Mar. 31, 2023					15,886,139
CHANGES IN REDEEMABLE CONVERTIBLE PREFERRED SHARES AND SHAREHOLDERS' EQUITY (DEFICIT)
Issuance of common shares, net of offering costs						3,110		3,110
Issuance of common shares, net of offering costs (in shares)					188,970
Share-based payments						950		950
Issuance of restricted share awards (in shares)					63,000
Exercise of warrants			$ 8,852	$ 8,852		816		816
Exercise of warrants (in shares)		997,091			79,104
Exercise of share options						38		38
Exercise of share options (in shares)					6,809
Net loss for the period							(5,708)	(5,708)
Balance at the end at Jun. 30, 2023						62,074	(41,742)	20,332
Balance at the end (in shares) at Jun. 30, 2023					17,221,113
Balance at the beginning at Dec. 31, 2023						66,446	(54,245)	12,201
Balance at the beginning (in shares) at Dec. 31, 2023					17,418,886
CHANGES IN REDEEMABLE CONVERTIBLE PREFERRED SHARES AND SHAREHOLDERS' EQUITY (DEFICIT)
Issuance of common shares, net of offering costs						4,696		4,696
Issuance of common shares, net of offering costs (in shares)					502,647
Share-based payments						1,296		1,296
Issuance of restricted share awards (in shares)					434,527
Net loss for the period							(4,171)	(4,171)
Balance at the end at Mar. 31, 2024						72,438	(58,416)	14,022
Balance at the end (in shares) at Mar. 31, 2024					18,356,060
Balance at the beginning at Dec. 31, 2023						66,446	(54,245)	12,201
Balance at the beginning (in shares) at Dec. 31, 2023					17,418,886
CHANGES IN REDEEMABLE CONVERTIBLE PREFERRED SHARES AND SHAREHOLDERS' EQUITY (DEFICIT)
Net loss for the period								(8,599)
Balance at the end at Jun. 30, 2024						75,372	(62,844)	12,528
Balance at the end (in shares) at Jun. 30, 2024					18,748,751
Balance at the beginning at Mar. 31, 2024						72,438	(58,416)	14,022
Balance at the beginning (in shares) at Mar. 31, 2024					18,356,060
CHANGES IN REDEEMABLE CONVERTIBLE PREFERRED SHARES AND SHAREHOLDERS' EQUITY (DEFICIT)
Issuance of common shares, net of offering costs						1,672		1,672
Issuance of common shares, net of offering costs (in shares)					246,691
Share-based payments						1,262		1,262
Issuance of restricted share awards (in shares)					146,000
Net loss for the period							(4,428)	(4,428)
Balance at the end at Jun. 30, 2024						$ 75,372	$ (62,844)	$ 12,528
Balance at the end (in shares) at Jun. 30, 2024					18,748,751
[1]Represents an amount lower than $1,000 USD.

CONDENSED STATEMENTS OF CHANG_2

CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (Parenthetical) - USD ($) $ in Thousands	3 Months Ended
	Jun. 30, 2024	Mar. 31, 2024	Jun. 30, 2023
Offering cost on exercise of preferred investment options			$ 770
At-the-Market
Offering costs	$ 55	$ 153	$ 152

CONDENSED STATEMENTS OF CASH FL

CONDENSED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$ (8,599)	$ (9,757)
Adjustments to reconcile loss to net cash used in operating activities:
Cost of share-based payments	2,558	2,352
Changes in operating assets and liabilities:
(Increase)/decrease in other current assets	(123)	71
Decrease in accounts payable	(925)	(1,107)
(Decrease)/increase in accrued liabilities	(105)	126
Decrease in accrued compensation and benefits	(184)	(545)
Net cash used in operating activities	(7,378)	(8,860)
CASH FLOWS FROM INVESTING ACTIVITIES
Net cash provided by (used in) investing activities
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issuance of common shares - At-the market offering	6,576	3,262
Issuance costs related to At-the-market offering	(208)	(152)
Issuance costs related to initial public offering		(341)
Proceeds from exercise of warrants, options, and preferred investment options		11,178
Issuance costs related to the exercise of warrants, and preferred investment options		(371)
Issuance costs related to private placement		(109)
Net cash provided by financing activities	6,368	13,467
(DECREASE)/INCREASE IN CASH AND CASH EQUIVALENTS	(1,010)	4,607
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD	19,126	19,993
CASH AND CASH EQUIVALENTS AT END OF PERIOD	$ 18,116	24,600
Supplemental noncash disclosure of investing and financing activities:
Unpaid issuance costs related to the private placement		$ 399

GENERAL

GENERAL	6 Months Ended
	Jun. 30, 2024
GENERAL
GENERAL	NOTE 1 – GENERAL: a. Nuvectis 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 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). 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). c. In February 2022, the Company’s shares began trading on the NASDAQ under the symbol “NVCT”. d. Liquidity and Capital Resources The Company has incurred net operating losses since its inception and had an accumulated deficit of $62.8 million as of June 30, 2024. The Company had cash and cash equivalents of $18.1 million as of June 30, 2024 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. During the three months ended June 30, 2024, the Company sold a total of 246,691 common shares under its At-the-Market Program for aggregate total gross proceeds of approximately $1.7 million at an average selling price of $7.00 per share, resulting in net proceeds of approximately $1.7 million after deducting issuance costs. During the six months ended June 30, 2024, the Company sold a total of 749,338 common shares under its At-the-Market Program for aggregate total gross proceeds of approximately $6.6 million at an average selling price of $8.78 per share, resulting in net proceeds of approximately $6.4 million after deducting issuance costs. Management believes that its existing cash and cash equivalents as of June 30, 2024 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	6 Months Ended
	Jun. 30, 2024
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 June 30, 2024 are not necessarily indicative of those expected for the year ending December 31, 2024 or for any future period. The condensed balance sheet as of December 31, 2023 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, 2023, included in the Company’s Annual Report on Form 10-K filed with the SEC on March 5, 2024. The significant accounting policies adopted and used in the preparation of the financial statements are consistent with those of the previous financial year. 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 and six months ended June 30, 2024 and 2023, 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 position or results of operations. No new accounting standards were adopted during the period.

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES	6 Months Ended
	Jun. 30, 2024
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, as previously disclosed in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023 filed with the SEC on March 5, 2024 (see Note 5a in the Notes to the Financial Statements in our Annual Report). Any potential milestone or royalty payment amounts have not been accrued as of June 30, 2024 and December 31, 2023 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, 2023 filed with the SEC on March 5, 2024 (see Note 5a in the Notes to the Financial Statements in our Annual Report). Any potential future research support, milestone or royalty payment amounts have not been accrued as of June 30, 2024 and December 31, 2023 due to the uncertainty related to the achievement of these events, milestones or commitments to additional research. As of June 30, 2024, the Company has paid UoE $0.8 million of the total of up to $3.0 million related to the fund-raising commitment. b. Related Party Transactions There have been no related party transactions as previously disclosed in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023 filed with the SEC on March 5, 2024 (see Note 10 in the Notes to the Financial Statements). c. Contingencies As of June 30, 2024, and December 31, 2023, there are no contingent liabilities, therefore, no provision was made.

STOCKHOLDERS' EQUITY

STOCKHOLDERS' EQUITY	6 Months Ended
	Jun. 30, 2024
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 2022 Private Placement”), pursuant to the terms and conditions of a Securities Purchase Agreement (the “Agreement”), dated July 27, 2022. In connection with the July 2022 Private Placement, the Company issued 1,015,598 shares of common stock, pre-funded warrants (the “Pre-Funded Warrants”) to purchase an aggregate of 909,091 shares of common stock which were fully exercised as of December 31, 2022 and preferred investment options (the “Preferred Investment Options”) to purchase up to an aggregate of 1,924,689 shares of common stock. The Company agreed to pay the placement agent fee and management fee equal to 7.0% and 1.0%, respectively, of the aggregate gross proceeds from the July 2022 Private Placement including the exercise of the Preferred Investment Options. 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. As of June 30, 2024, 1,001,091 Preferred Investment Options were exercised for $8.9 million, net of fees. In addition, as part of the July 2022 Private Placement, the Company issued warrants to the placement agent to purchase up to 115,481 shares of common stock. The placement agent warrants are in substantially the same form as the Preferred Investment Options, except that the exercise price is $10.31. As of June 30, 2024, 79,104 placement agent warrants were exercised for which the Company has received $0.8 million. b. At-the-Market Program During the six months ended June 30, 2024, the Company sold a total of During the three months ended June 30, 2024, the Company sold a total of 246,691 common shares under its ATM Program for aggregate total gross proceeds of approximately $1.7 million at an average selling price of $7.00 per share, resulting in net proceeds of approximately $1.7 million after deducting issuance costs. As of June 30, 2024, approximately $28.1 million of securities remain available under the ATM Program.

SHARE-BASED PAYMENTS

SHARE-BASED PAYMENTS	6 Months Ended
	Jun. 30, 2024
SHARE-BASED PAYMENTS
SHARE-BASED PAYMENTS	NOTE 5 – SHARE-BASED PAYMENTS: a. 2021 Global Equity Incentive Plan (“Incentive Plan”) The following table summarizes the Company’s stock option activity in the Incentive Plan for the six months ended June 30, 2024: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted ​ ​ ​ ​ Number of ​ Weighted average ​ average ​ Aggregated ​ ​ shares under ​ exercise price per ​ remaining ​ intrinsic value ​ ​ option ​ option ​ life ​ (in thousands) Balance, December 31, 2023 ​ 348,281 $ 4.59 7.94 $ 1,317 Granted — ​ - ​ Exercised — ​ - ​ Forfeited — ​ - ​ Outstanding – June 30, 2024 348,281 $ 4.59 7.44 $ 606 Exercisable – June 30, 2024 274,336 $ 4.39 7.46 ​ Expected to vest – June 30, 2024 348,281 $ 4.59 7.44 $ 606 ​ As of June 30, 2024, there was $0.1 million of unrecognized share-based compensation expense related to unvested stock options that is expected to be recognized over a weighted-average period of 0.49 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 share 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 six months ended June 30, 2024, 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, 2023 ​ 941,496 $ 8.23 1.80 $ 7,852 Granted 580,527 ​ 8.09 ​ Forfeited ​ (23,850) ​ ​ 7.70 ​ ​ ​ ​ ​ Vested (103,417) ​ 7.50 ​ Outstanding – June 30, 2024 1,394,756 $ 8.16 1.34 $ 8,829 Expected to vest – June 30, 2024 1,394,756 $ 8.16 1.34 $ 8,829 ​ There were 60,000,000 shares of common stock authorized as of June 30, 2024. As of June 30, 2024, and December 31, 2023, 18,748,751 and 17,418,886 shares were issued and outstanding, respectively, which includes 1,343,090 As of June 30, 2024, there was $4.5 million of total unrecognized compensation cost related to RSAs expected to be recognized over a weighted average period of 1.34 years. For the six months ended June 30, 2024, the Company issued 130,000 RSAs one-third vesting on On January 12, 2023, the Company issued 210,000 RSAs to Mr. Ron Bentsur and 115,000 RSAs to each one-third vesting on January 2023 Grants were extended to July 15, 2024. On July 12, 2024, the vesting of the first one-third of the January 2023 Grants were extended to January 3, 2025. On April 1, 2022, the Company issued 120,000 RSAs to Mr. Bentsur and 60,000 RSAs to each one-third vesting on On July 27, 2021, Mr. Bentsur, Dr. Poradosu, and Mr. Shemesh were granted 96,759 RSAs, 48,399 RSAs, and 48,399 RSAs, respectively, which were not part of the Incentive Plan and excluded from the table above. On January 4, 2024, the vestings of the July 2021 grants to Mr. Bentsur, Dr. Poradosu and Mr. Shemesh were extended to July 15, 2024. On July 12, 2024, the vestings of the July 2021 grant to Mr. Bentsur, Dr. Poradosu and Mr. Shemesh were extended to January 3, 2025. Share Compensation Expense For the three months ended June 30, 2024, the Company recognized expenses of $0.5 million as part of general and administrative expenses and $0.7 million as part of research and development expenses. For the three months ended June 30, 2023, the Company recognized expenses of $0.4 million as part of general and administrative expenses and $0.6 million as part of research and development expenses. For the six months ended June 30, 2024, the Company recognized expenses of $1.0 million as part of general and administrative expenses and $1.6 million as part of research and development expenses. For the six months ended June 30, 2023, the Company recognized expenses of $1.1 million as part of general and administrative expenses and $1.3 million as part of research and development expenses.

NET LOSS PER SHARE

NET LOSS PER SHARE	6 Months Ended
	Jun. 30, 2024
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 share outstanding. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the three months ​ For the three months ​ For the six months ​ For the six months ​ ​ ​ ended June 30, 2024 ended June 30, 2023 ​ ended June 30, 2024 ended June 30, 2023 ​ ​ ​ ​ in thousand U.S. dollars except per share and share amounts ​ Loss attributable to common stockholders ​ $ (4,428) $ (5,708) ​ $ (8,599) $ (9,757) Basic and diluted net loss per common share ​ ​ (0.26) ​ (0.38) ​ ​ (0.51) ​ (0.65) Weighted average of common shares outstanding ​ ​ 16,900,570 ​ 15,178,035 ​ ​ 16,729,952 ​ 14,951,881 ​ 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 period. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the three months ended ​ For the six months ended June 30, ​ ​ ​ June 30, 2024 June 30, 2024 ​ Weighted average of common shares ​ ​ 18,264,047 ​ 18,126,323 Weighted unvested RSAs ​ ​ (1,363,477) ​ (1,396,371) Weighted average of common shares outstanding ​ ​ 16,900,570 ​ 16,729,952 ​ 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 periods presented: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ June 30, ​ 2024 2023 Common shares issuable in relation to: Warrants 159,870 238,974 Options 348,281 346,090 Unvested RSAs * 1,588,313 1,093,613 ​ ​ * Includes 193,557 of RSAs granted outside of the Incentive Plan see explanation in note 5

RELATED PARTY TRANSACTIONS

RELATED PARTY TRANSACTIONS	6 Months Ended
	Jun. 30, 2024
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS	NOTE 7 – RELATED PARTY TRANSACTIONS: a. No related party transactions except for normal course of business.

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS	6 Months Ended
	Jun. 30, 2024
SUBSEQUENT EVENTS.
SUBSEQUENT EVENTS	NOTE 8 – SUBSEQUENT EVENTS: a. See Note 5 regarding the extension of the vesting periods for Mr. Bentsur, Dr. Poradosu, and Mr. Shemesh.

Pay vs Performance Disclosure

Pay vs Performance Disclosure - USD ($) $ in Thousands	3 Months Ended				6 Months Ended
	Jun. 30, 2024	Mar. 31, 2024	Jun. 30, 2023	Mar. 31, 2023	Jun. 30, 2024	Jun. 30, 2023
Pay vs Performance Disclosure
Net Income (Loss)	$ (4,428)	$ (4,171)	$ (5,708)	$ (4,049)	$ (8,599)	$ (9,757)

Insider Trading Arrangements

Insider Trading Arrangements	3 Months Ended
	Jun. 30, 2024
Trading Arrangements, by Individual
Rule 10b5-1 Arrangement Adopted	false
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false

SIGNIFICANT ACCOUNTING POLICI_2

SIGNIFICANT ACCOUNTING POLICIES (Policies)	6 Months Ended
	Jun. 30, 2024
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 June 30, 2024 are not necessarily indicative of those expected for the year ending December 31, 2024 or for any future period. The condensed balance sheet as of December 31, 2023 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, 2023, included in the Company’s Annual Report on Form 10-K filed with the SEC on March 5, 2024. The significant accounting policies adopted and used in the preparation of the financial statements are consistent with those of the previous financial year.
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 and six months ended June 30, 2024 and 2023, 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.
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 position or results of operations. No new accounting standards were adopted during the period.

SHARE-BASED PAYMENTS (Tables)

SHARE-BASED PAYMENTS (Tables)	6 Months Ended
	Jun. 30, 2024
SHARE-BASED PAYMENTS
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, 2023 ​ 348,281 $ 4.59 7.94 $ 1,317 Granted — ​ - ​ Exercised — ​ - ​ Forfeited — ​ - ​ Outstanding – June 30, 2024 348,281 $ 4.59 7.44 $ 606 Exercisable – June 30, 2024 274,336 $ 4.39 7.46 ​ Expected to vest – June 30, 2024 348,281 $ 4.59 7.44 $ 606
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, 2023 ​ 941,496 $ 8.23 1.80 $ 7,852 Granted 580,527 ​ 8.09 ​ Forfeited ​ (23,850) ​ ​ 7.70 ​ ​ ​ ​ ​ Vested (103,417) ​ 7.50 ​ Outstanding – June 30, 2024 1,394,756 $ 8.16 1.34 $ 8,829 Expected to vest – June 30, 2024 1,394,756 $ 8.16 1.34 $ 8,829 ​

NET LOSS PER SHARE (Tables)

NET LOSS PER SHARE (Tables)	6 Months Ended
	Jun. 30, 2024
NET LOSS PER SHARE
Schedule of basic net loss per share	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the three months ​ For the three months ​ For the six months ​ For the six months ​ ​ ​ ended June 30, 2024 ended June 30, 2023 ​ ended June 30, 2024 ended June 30, 2023 ​ ​ ​ ​ in thousand U.S. dollars except per share and share amounts ​ Loss attributable to common stockholders ​ $ (4,428) $ (5,708) ​ $ (8,599) $ (9,757) Basic and diluted net loss per common share ​ ​ (0.26) ​ (0.38) ​ ​ (0.51) ​ (0.65) Weighted average of common shares outstanding ​ ​ 16,900,570 ​ 15,178,035 ​ ​ 16,729,952 ​ 14,951,881
Schedule of weighted average of common shares outstanding	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the three months ended ​ For the six months ended June 30, ​ ​ ​ June 30, 2024 June 30, 2024 ​ Weighted average of common shares ​ ​ 18,264,047 ​ 18,126,323 Weighted unvested RSAs ​ ​ (1,363,477) ​ (1,396,371) Weighted average of common shares outstanding ​ ​ 16,900,570 ​ 16,729,952
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	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ June 30, ​ 2024 2023 Common shares issuable in relation to: Warrants 159,870 238,974 Options 348,281 346,090 Unvested RSAs * 1,588,313 1,093,613 ​ ​ * Includes 193,557 of RSAs granted outside of the Incentive Plan see explanation in note 5

GENERAL (Details)

GENERAL (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended	6 Months Ended
	Jun. 30, 2024	Jun. 30, 2024	Jun. 30, 2023	Dec. 31, 2023
STOCKHOLDERS' EQUITY
Accumulated deficit	$ 62,844	$ 62,844		$ 54,245
Cash and cash equivalents	$ 18,116	18,116		$ 19,126
Proceeds from issuance of common shares - At-the market offering		$ 6,576	$ 3,262
At-the-Market
STOCKHOLDERS' EQUITY
Number of shares issued	246,691	749,338
Proceeds from issuance of common shares - At-the market offering	$ 1,700	$ 6,600
Share Issued, Sale Price Per Share	$ 7	$ 8.78
Net proceeds	$ 1,700	$ 6,400

COMMITMENTS AND CONTINGENCIES -

COMMITMENTS AND CONTINGENCIES - Contingencies (Details) - USD ($) $ in Thousands	6 Months Ended	12 Months Ended
	Jun. 30, 2024	Dec. 31, 2023
COMMITMENTS AND CONTINGENCIES
Contingent liabilities	$ 0	$ 0
Provision Made	$ 0	$ 0

COMMITMENTS AND CONTINGENCIES_2

COMMITMENTS AND CONTINGENCIES - License agreement - University of Edinburgh - License term (Details) $ in Millions	6 Months Ended
	Jun. 30, 2024 USD ($)
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Collaborative agreement, amount utilized from fund raising commitment	$ 0.8
University of Edinburgh License Agreement
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Fund raised	$ 3

STOCKHOLDERS' EQUITY (Details)

STOCKHOLDERS' EQUITY (Details) - USD ($) $ / shares in Units, $ in Thousands		3 Months Ended	6 Months Ended
	Jul. 29, 2022	Jun. 30, 2024	Jun. 30, 2024	Jun. 30, 2023	Dec. 31, 2022
STOCKHOLDERS' EQUITY
Proceeds from exercise of warrants				$ 11,178
Preferred Investment Options
STOCKHOLDERS' EQUITY
Number of preferred investment options exercised		1,001,091	1,001,091
Gross proceeds from issuance of common stock			$ 8,900
Placement Agents Warrants
STOCKHOLDERS' EQUITY
Warrants exercised			79,104
Gross proceeds from issuance of common stock			$ 800
Private Placement
STOCKHOLDERS' EQUITY
Number of shares issued	1,015,598
Placement agent fee (as percentage)	7%
Placement agents management fee (as percentage)	1%
Private Placement | Pre-Funded Warrants
STOCKHOLDERS' EQUITY
Warrants to purchase an aggregate					909,091
Private Placement | Preferred Investment Options
STOCKHOLDERS' EQUITY
Warrants to purchase an aggregate	1,924,689
Warrants exercise price	$ 9.65
Private Placement | Placement Agents Warrants
STOCKHOLDERS' EQUITY
Warrants to purchase an aggregate	115,481
Warrants exercise price	$ 10.31
ATM Program
STOCKHOLDERS' EQUITY
Number of shares issued		246,691	749,338
Gross proceeds from issuance of common stock		$ 1,700	$ 6,600
Share Issued, Sale Price Per Share		$ 7	$ 8.78
Net proceeds		$ 1,700	$ 6,400
Common shares remaining available for future issuance		$ 28,100	$ 28,100

SHARE-BASED PAYMENTS - Stock Op

SHARE-BASED PAYMENTS - Stock Option Activity (Details) - 2021 Global Equity Incentive Plan - USD ($) $ / shares in Units, $ in Thousands	6 Months Ended	12 Months Ended
	Jun. 30, 2024	Dec. 31, 2023
Number of shares under option
Balance, December 31, 2023 (in shares)	348,281
Outstanding - June 30, 2024 (in shares)	348,281	348,281
Exercisable - June 30, 2024 (in shares)	274,336
Expected to vest - June 30, 2024 (in shares)	348,281
Weighted average exercise price per option
Balance, December 31, 2023 (in dollars per share)	$ 4.59
Outstanding - June 30, 2024 (in dollars per share)	4.59	$ 4.59
Exercisable - June 30, 2024 (in dollars per share)	4.39
Expected to vest - June 30, 2024 (in dollars per share)	$ 4.59
Weighted average remaining life and Aggregated intrinsic value
Weighted average remaining life, Outstanding	7 years 5 months 8 days	7 years 11 months 8 days
Weighted average remaining life, Exercisable	7 years 5 months 15 days
Weighted average remaining life, Vest or Expected to vest	7 years 5 months 8 days
Aggregated Intrinsic value	$ 606	$ 1,317
Aggregated Intrinsic value, Vest or Expected to vest	$ 606

SHARE-BASED PAYMENTS - Restrict

SHARE-BASED PAYMENTS - Restricted Stock Awards Activity (Details) - 2021 Global Equity Incentive Plan - Restricted Stock Awards - USD ($) $ / shares in Units, $ in Thousands	6 Months Ended	12 Months Ended
	Jun. 30, 2024	Dec. 31, 2023
Number of shares
Balance, December 31, 2023 (in shares)	941,496
Granted (in shares)	580,527
Forfeited (in shares)	(23,850)
Vested (in shares)	(103,417)
Outstanding - June 30, 2024 (in shares)	1,394,756	941,496
Expected to vest - June 30, 2024 (in shares)	1,394,756
Weighted average grant date fair value
Balance, December 31, 2023 (in dollars per share)	$ 8.23
Granted (in dollars per share)	8.09
Forfeited (in dollars per share)	7.70
Vested (in dollars per share)	7.50
Outstanding - June 30, 2024 (in dollars per share)	8.16	$ 8.23
Expected to vest (in dollars per share)	$ 8.16
Weighted average contractual term and Aggregated intrinsic value
Weighted average contractual term, outstanding (in years)	1 year 4 months 2 days	1 year 9 months 18 days
Weighted average contractual term, expected to vest (in years)	1 year 4 months 2 days
Aggregated Intrinsic value, outstanding	$ 8,829	$ 7,852
Aggregated Intrinsic value, expected to vest	$ 8,829

SHARE-BASED PAYMENTS - Addition

SHARE-BASED PAYMENTS - Additional information (Details) - USD ($) $ in Millions				6 Months Ended
	Jan. 12, 2023	Apr. 01, 2022	Jul. 27, 2021	Jun. 30, 2024	Dec. 31, 2023
SHARE-BASED PAYMENTS
common stock, shares authorized				60,000,000	60,000,000
Common shares, shares issued				18,748,751	17,418,886
Common shares, shares outstanding				18,748,751	17,418,886
Restricted Stock Awards
SHARE-BASED PAYMENTS
Vesting period	3 years	3 years		3 years
Restricted Stock Awards | First anniversary from the date of grant
SHARE-BASED PAYMENTS
Vesting percentage	33%	33%		33%
Restricted Stock Awards | Second anniversary from the date of grant
SHARE-BASED PAYMENTS
Vesting percentage	33%	33%		33%
Restricted Stock Awards | Third anniversary from the date of grant
SHARE-BASED PAYMENTS
Vesting percentage	33%	33%		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	130,000
Restricted Stock Awards | Mr.Shay Shemesh
SHARE-BASED PAYMENTS
Number of RSA's/Options issued	115,000	60,000	48,399	130,000
2021 Global Equity Incentive Plan | Employee Stock Option
SHARE-BASED PAYMENTS
Unrecognized share-based compensation expense				$ 0.1
Weighted-average period expected to be recognized				5 months 26 days
2021 Global Equity Incentive Plan | Restricted Stock Awards
SHARE-BASED PAYMENTS
Unrecognized share-based compensation expense				$ 4.5
Weighted-average period expected to be recognized				1 year 4 months 2 days
Unvested RSAs				1,394,756	941,496

SHARE-BASED PAYMENTS - Share Co

SHARE-BASED PAYMENTS - Share Compensation Expense (Details) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
General and administrative expenses
SHARE-BASED PAYMENTS
Share based compensation expense	$ 0.5	$ 0.4	$ 1	$ 1.1
Research and development expenses
SHARE-BASED PAYMENTS
Share based compensation expense	$ 0.7	$ 0.6	$ 1.6	$ 1.3

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		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
NET LOSS PER SHARE
Loss attributable to common stockholders	$ (4,428)	$ (5,708)	$ (8,599)	$ (9,757)
Basic net loss per common share	$ (0.26)	$ (0.38)	$ (0.51)	$ (0.65)
Diluted net loss per common share	$ (0.26)	$ (0.38)	$ (0.51)	$ (0.65)
Weighted average of common shares	18,264,047		18,126,323
Weighted unvested RSAs	(1,363,477)		(1,396,371)
Basic Weighted average of common shares outstanding	16,900,570	15,178,035	16,729,952	14,951,881
Diluted Weighted average of common shares outstanding	16,900,570	15,178,035	16,729,952	14,951,881

NET LOSS PER SHARE - Anti-dilut

NET LOSS PER SHARE - Anti-dilutive (Details) - shares	6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023
Warrants
NET LOSS PER SHARE
Anti-dilutive excluded from the calculation of diluted net loss per common stock	159,870	238,974
Employee Stock Option
NET LOSS PER SHARE
Anti-dilutive excluded from the calculation of diluted net loss per common stock	348,281	346,090
Unvested RSAs
NET LOSS PER SHARE
Anti-dilutive excluded from the calculation of diluted net loss per common stock	1,588,313	1,093,613
Unvested RSAs | Mr. Ron Bentsur, Dr. Enrique Poradosu, and Mr. Shay Shemesh
NET LOSS PER SHARE
Anti-dilutive excluded from the calculation of diluted net loss per common stock	193,557