Full Press Release Details
Nuvectis Pharma, Inc. Announces Approximately
$15.9 Million Private Placement
July 27, 2022, Fort Lee, NJ - Nuvectis Pharma,
Inc (Nasdaq: NVCT) ("Nuvectis" or the "Company"), a biopharmaceutical company focused on the development of precision
medicines for serious conditions of unmet medical need in oncology, announced today that it has entered into definitive agreements with
healthcare-focused institutional and accredited investors for the issuance and sale of 1,924,689 shares of common stock (or pre-funded
warrants in lieu thereof) at a purchase price of $8.25 per share and preferred investment option. The investors also purchased preferred
investment options to purchase up to an aggregate of 1,924,689 shares of common stock. The preferred investment options will have an exercise
price of $9.65, will become exercisable commencing six months following date of issuance and will have a term of three and one-half years
from the date of issuance.
Nuvectis from the offering are expected to be approximately $15.9 million, before deducting placement agent fees and other offering expenses
payable by the Company.
H.C. Wainwright & Co. is acting as the exclusive
placement agent for the private placement.
The closing of the private placement is expected
to occur on or about July 29, 2022, subject to the satisfaction of customary closing conditions. Nuvectis intends to use the net proceeds
from the private placement for working capital and general corporate purposes
The offer and sale of the foregoing securities
are being made in a transaction not involving a public offering and the securities have not been registered under the Securities Act of
1933, as amended (the "Securities Act"), or applicable state securities laws. Accordingly, the securities may not be offered
or sold in the United States except pursuant to an effective registration statement or an applicable exemption from the registration requirements
of the Securities Act and such applicable state securities laws. Under an agreement with the investors, the Company agreed to file an
initial registration statement with the Securities and Exchange Commission covering the resale of the shares of common stock to be issued
to the investors (including the shares of common stock issuable upon the exercise of the preferred investment options and pre-funded warrants).
This press release shall not constitute an offer
to sell or a solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or other jurisdiction
in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any
such state or other jurisdiction.
About Nuvectis Pharma, Inc.
Nuvectis Pharma, Inc. is a biopharmaceutical company
focused on the development of innovative precision medicines for serious conditions of unmet medical need in oncology. The Company is
currently developing two drug candidates: NXP800, a clinical-stage HSF1 pathway inhibitor currently in a Phase 1 study in patients with
advanced solid tumors, and NXP900, a novel SRC/YES1 kinase inhibitor currently in preclinical development with IND-enabling studies ongoing.
Forward Looking Statements
This press release contains "forward-looking
statements" within the meaning of the federal securities laws, which statements are subject to substantial risks and uncertainties.
All statements, other than statements of historical fact, contained in this press release are forward-looking statements. Forward-looking
statements contained in this press release may be identified by the use of words such as "anticipate," "believe,"
"contemplate," "could," "estimate," "expect," "intend," "seek,"
"may," "might," "plan," "potential," "predict," "project," "target,"
"aim," "should," "will," "would," or the negative of these words or other similar expressions,
although not all forward-looking statements contain these words. For example, we are using forward-looking statements when we discuss
the completion of the private placement; the satisfaction of customary closing conditions related to the private placement and the intended
use of net proceeds from the private placement. Forward-looking statements are based on Nuvectis Pharma, Inc. current expectations, estimates,
and projections about future events and trends that we believe may affect our business, financial condition, results of operations, prospects,
business strategy, and financial needs. The outcome of the events described in these forward-looking statements is subject to inherent
uncertainties, risks, assumptions, market and other conditions, and other factors that are difficult to predict and include statements
regarding the preclinical data generated to date with and the clinical expectations for NXP800 and NXP900. Further, certain forward-looking
statements are based on assumptions as to future events that may not prove to be accurate. These and other risks and uncertainties are
subject to market and other conditions and described more fully in the section titled "Risk Factors" in the 2021 Form 10-K
filed with the Securities and Exchange Commission ("SEC"). However, these risks are not exhaustive and new risks and uncertainties
emerge from time to time and it is not possible for us to predict all risks and uncertainties that could have an impact on the forward-looking
statements contained in this press release or other filings with the SEC. Any forward-looking statements contained in in this press release
speak only as of the date of this press release. We expressly disclaim any obligation or undertaking to release publicly any updates or
revisions to any forward-looking statements contained herein to reflect any change in our expectations or any changes in events, conditions
or circumstances on which any such statement is based, except as may be required by law, and we claim the protection of the safe harbor
for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995.
Chairman, Chief Executive Officer and President
Media Relations Contact:
Christopher M. Calabrese