315603

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Quarterly Period Ended September 30, 2023

☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Transition Period from to .

Commission File Number 001-41264

NUVECTIS PHARMA, INC.

(Exact name of registrant as specified in its charter)


Delaware		86-2405608
(State or Other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification No.)

1 Bridge Plaza, Suite 275
Fort Lee, NJ 07024		07024
(Address of Principal Executive Offices)		(Zip Code)

(201) 614-3150

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.00001 per share	NVCT	NASDAQ Capital Market

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act:


Large accelerated filer	☐	Accelerated filer	☐

Non-accelerated filer	☒	Smaller reporting company	☒

		Emerging growth company	☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒

Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date.



Class of Common Stock		Outstanding Shares as of November 07, 2023
Common Stock, $0.00001 par value		17,326,594

NUVECTIS PHARMA, INC.

FORM 10-Q

FOR THE QUARTER ENDED September 30, 2023

TABLE OF CONTENTS


		Page
PART I	FINANCIAL INFORMATION	3
Item 1	Financial Statements	3
	Unaudited Condensed Balance Sheets as of September 30, 2023 and December 31, 2022	3
	Unaudited Condensed Statements of Operations for the Three and Nine Months Ended September 30, 2023 and 2022	4
	Unaudited Condensed Statements of Changes in Stockholders’ Equity for the Three and Nine Months Ended September 30, 2023 and 2022	5
	Unaudited Condensed Statements of Cash Flows for the Three and Nine Months Ended September 30, 2023 and 2022	7
	Notes to Unaudited Condensed Financial Statements	8
Item 2	Management’s Discussion and Analysis of Financial Condition and Results of Operations	15
Item 3	Quantitative and Qualitative Disclosures About Market Risk	23
Item 4	Controls and Procedures	23

PART II	OTHER INFORMATION	24
Item 1	Legal Proceedings	24
Item 1A	Risk Factors	24
Item 2	Unregistered Sales of Equity Securities and Use of Proceeds	24
Item 3	Defaults Upon Senior Securities	25
Item 4	Mine Safety Disclosures	25
Item 5	Other Information	25
Item 6	Exhibits	26
	Signatures	27

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements

NUVECTIS PHARMA, INC.

CONDENSED BALANCE SHEETS

(USD in thousands, except per share and share amounts)

(unaudited)


	September 30,		December 31,
	2023		2022
Assets
CURRENT ASSETS:
Cash and cash equivalents	$	22,059	$	19,993
Other current assets		203		412
TOTAL CURRENT ASSETS		22,262		20,405

TOTAL ASSETS	$	22,262	$	20,405

Liabilities and Stockholders’ Equity

CURRENT LIABILITIES
Accounts payables	$	3,492	$	2,910
Payable offering costs		—		450
Accrued liabilities		158		445
Employee compensation and benefits		1,926		2,381
TOTAL CURRENT LIABILITIES		5,576		6,186
TOTAL LIABILITIES		5,576		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 September 30, 2023, and December 31, 2022, 17,309,911, and 15,190,720 shares issued and outstanding as of September 30, 2023 and December 31, 2022, respectively		*		*
Additional paid in capital		64,309		46,204
Accumulated deficit		(47,623)		(31,985)
TOTAL STOCKHOLDERS’ EQUITY		16,686		14,219
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	22,262	$	20,405

*	Represents an amount lower than $1,000 USD.

The accompanying notes are an integral part of these unaudited condensed financial statements.

NUVECTIS PHARMA, INC.

CONDENSED STATEMENTS OF OPERATIONS

(USD in thousands, except per share and share amounts)

(unaudited)



	Three Months Ended September 30				Nine Months Ended September 30
	2023		2022		2023		2022
OPERATING EXPENSES:
Research and development	$	4,486	$	4,520	$	11,115	$	8,830
General and administrative		1,672		1,418		4,916		3,626

OPERATING LOSS		(6,158)		(5,938)		(16,031)		(12,456)
Finance income		277		61		393		67

NET LOSS	$	(5,881)	$	(5,877)	$	(15,638)	$	(12,389)
NET LOSS ATTRIBUTABLE TO COMMON STOCKHOLDERS	$	(5,881)	$	(5,877)	$	(15,638)	$	(12,389)
BASIC AND DILUTED NET LOSS PER COMMON STOCK OUTSTANDING, see Note 6	$	(0.37)	$	(0.42)	$	(1.02)	$	(1.03)
Basic and diluted weighted average number of common stock outstanding		16,104,446		14,050,271		15,341,685		11,988,770

The accompanying notes are an integral part of these unaudited condensed financial statements.

NUVECTIS PHARMA, INC.

CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

(USD in thousands, except share amounts)

(unaudited)


						Notes
	Redeemable Convertible					received
	Preferred Stock			Common Stock		from	Additional				Total
	$0.00001 Par Value			$0.00001 Par Value		Common	Paid-In	Accumulated			Stockholders’
	Shares	Amount		Shares	Amount	stock	Capital	Deficit		Equity/(Deficit)
BALANCES AT DECEMBER 31, 2021	5,012,280	$	15,246	4,505,514	*	*	$ 1,892	$	(12,900)	$	(11,008)
Conversion of Series A redeemable convertible preferred shares	(5,012,280)		(15,246)	5,012,280	*	—	15,246		—		15,246
Issuance of common stock upon initial public offering, net of offering costs of $2,892				3,200,000	*	—	13,108		—		13,108
Share based payments							156				156
Net loss for the period				—	—	—	—		(2,943)		(2,943)
BALANCES AT MARCH 31, 2022	—	—		12,717,794	*	*	$ 30,402	$	(15,843)	$	14,559
Share-based payments				—	*	—	510		—		510
Net loss for the period				—	—	—	—		(3,569)		(3,569)
BALANCES AT JUNE 30, 2022	—	$	—	12,717,794	*	*	$ 30,912	$	(19,412)	$	11,500
Issuance of common stock, unexercised prefunded warrants and warrants in private placement, net of offering costs of $1,687				1,214,689	*		14,192
Exercise of prefunded warrants				710,000	*		—		—		—
Share based payments

SEC Form 10-Q filed by Nuvectis Pharma Inc.