As filed with the Securities and Exchange Commission
on January 3, 2025
File No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
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
(Address, including Zip Code, of Principal Executive
Offices)
Amended and Restated Nuvectis Pharma, Inc. Global
Equity Incentive Plan (2021)
(Full title of the plan)
| |
Copy to: |
|
Ron Bentsur
Chairman, Chief Executive Officer and President
Nuvectis Pharma, Inc.
Bridge Plaza Suite 275
Fort Lee, NJ 07024
(201) 614-3151
(Name, address and telephone number of agent for
service) |
Matthew W. Mamak, Esq.
Alston & Bird LLP
90 Park Avenue, 14th Floor
New York, New York 10016
(212) 210-1256
|
Indicate by check mark whether the registrant is a large accelerated
filer, an accelerated filer, a non-accelerated filer, a 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 |
o |
Accelerated filer |
o |
| Non-accelerated filer |
x |
Smaller reporting company |
x |
| |
|
Emerging growth company |
x |
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 7(a)(2)(B) of the Securities Act. o
EXPLANATORY NOTE
Nuvectis Pharma,
Inc. (the “Company”) has filed this Registration Statement on Form S-8 (this “Registration Statement”)
with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities
Act”), to register (i) 559,227 shares of the Company’s common stock, par value $0.00001 per share (“Common Stock”),
that may be issued under the Nuvectis Pharma, Inc. Amended and Restated Global Incentive Plan (2021) (the “Plan”); and (ii) such
additional shares that may become issuable in accordance with the adjustment and anti-dilution provisions of the Plan. These shares were
automatically added to the Plan effective as of January 1, 2025, pursuant to the evergreen share reserve provision contained in the Plan.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
(a) The
documents constituting Part I of this registration statement on Form S-8 (this “Registration Statement”) will be delivered
to participants in the Plan as specified by Rule 428(b)(1) under the Securities Act. These documents and the documents incorporated by
reference in this Registration Statement pursuant to Item 3 of Part II of this form, taken together, constitute a prospectus that meets
the requirements of Section 10(a) of the Securities Act.
(b) Upon
written or oral request, the Company will provide, without charge, the documents incorporated by reference in Item 3 of Part II of this
Registration Statement. The documents are incorporated by reference in the Section 10(a) prospectus. The Company will also provide, without
charge, upon written or oral request, other documents required to be delivered to participants pursuant to Rule 428(b). Requests for the
above-mentioned information should be directed to our corporate headquarters at the following address: 1 Bridge Plaza, Suite 275, Fort
Lee, NJ 07024, Attn: Ron Bentsur, or by calling (201) 614-3151.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
| Item 3. | Incorporation of Documents by Reference. |
The following documents, filed
by the Company with the Securities and Exchange Commission (the “Commission”) pursuant to the Securities Exchange Act of 1934,
as amended (the “Exchange Act”), are incorporated herein by reference and deemed to be a part hereof (excluding any portions
of such documents that are deemed to be “furnished” but not “filed” for purposes of the Exchange Act):
| (a) | The Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023, filed on March 5, 2024; |
| (d) | The description of the Company’s Common Stock contained in Exhibit 4.6 to our Annual Report
on Form 10-K for the fiscal year ended December 31, 2023, and any amendment or report filed with the Commission for the purpose of updating
such description; |
| (e) | All reports filed by the Company pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of
1934, as amended (the “Exchange Act”) since December 31, 2023 (excluding any portions of such documents that are deemed to
be “furnished” but not “filed” for purposes of the Exchange Act); and |
| (f) | All other documents subsequently filed by the Company pursuant to Section 13(a), 13(c), 14 and 15(d) of
the Exchange Act prior to the filing of a post-effective amendment to this Registration Statement that indicates that all securities offered
have been sold or that deregisters all securities that remain unsold. |
Any statement contained in
a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of
this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which also is
incorporated or deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.
| Item 4. | Description of Securities. |
Not applicable.
| Item 5. | Interests of Named
Experts and Counsel. |
Not applicable.
| Item 6. | Indemnification of Directors and Officers. |
Section 102 of the Delaware
General Corporation Law permits a corporation to eliminate the personal liability of its officers or directors to the company or its stockholders
for monetary damages for a breach of fiduciary duty as a director, except where the director breached his or her duty of loyalty, failed
to act in good faith, engaged in intentional misconduct or knowingly violated a law, authorized the payment of a dividend or approved
a stock repurchase in violation of Delaware corporate law or obtained an improper benefit. Our certificate of incorporation provides that
no officer or director shall be personally liable to us or our stockholders for monetary damages for any breach of fiduciary duty as an
officer or director, notwithstanding any provision of law imposing such liability, except to the extent that the Delaware General Corporation
Law prohibits the elimination or limitation of liability of officers or directors for breaches of fiduciary duty as described in the previous
sentence.
Section 145 of the Delaware
General Corporation Law provides that a corporation has the power to indemnify a director, officer, employee or agent of the corporation
and certain other persons serving at the request of the corporation in related capacities against expenses (including attorneys’
fees), judgments, fines and amounts paid in settlements actually and reasonably incurred by the person in connection with an action, suit
or proceeding to which he or she is party or is threatened to be made a party by reason of such position, if such person acted in good
faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the corporation, and, in any criminal
action or proceeding, had no reasonable cause to believe his or her conduct was unlawful, except that, in the case of actions brought
by or in the right of the corporation, no indemnification shall be made with respect to any claim, issue or matter as to which such person
shall have been adjudged to be liable to the corporation unless and only to the extent that the Court of Chancery or other adjudicating
court determines that, despite the adjudication of liability but in view of all of the circumstances of the case, such person is fairly
and reasonably entitled to indemnification for such expenses which the Court of Chancery or such other court shall deem proper.
Our certificate of incorporation
provides that we will indemnify each person who was or is a party or threatened to be made a party to any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of us) by
reason of the fact that he or she is or was, or has agreed to become, our director or officer, or is or was serving, or has agreed to
serve, at our request as a director, officer, partner, employee or trustee of, or in a similar capacity with, another corporation, partnership,
joint venture, trust or other enterprise (including any employee benefit plan) (all such persons being referred to as an “Indemnitee”),
or by reason of any action alleged to have been taken or omitted in such capacity, against all expenses (including attorneys’ fees),
liabilities, losses, judgments, fines, excise taxes and penalties arising under the Employee Retirement Income Security Act of 1974, and
amounts paid in settlement actually and reasonably incurred in connection with such action, suit or proceeding and any appeal therefrom,
if such Indemnitee acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to, our best interests,
and, with respect to any criminal action or proceeding, he or she had no reasonable cause to believe his or her conduct was unlawful.
Our certificate of incorporation
also provides that we will indemnify any Indemnitee who was or is a party to any threatened, pending or completed action or suit by or
in the right of us to procure a judgment in our favor by reason of the fact that the Indemnitee is or was, or has agreed to become, our
director or officer, or is or was serving, or has agreed to serve, at our request as a director, officer, partner, employee or trustee
of, or in a similar capacity with, another corporation, partnership, joint venture, trust or other enterprise (including any employee
benefit plan), or by reason of any action alleged to have been taken or omitted in such capacity, against all expenses (including attorneys’
fees) and, to the extent permitted by law, amounts paid in settlement actually and reasonably incurred in connection with such action,
suit or proceeding, and any appeal therefrom, if the Indemnitee acted in good faith and in a manner he or she reasonably believed to be
in, or not opposed to, our best interests, except that no indemnification shall be made with respect to any claim, issue or matter as
to which such person shall have been adjudged to be liable to us, unless a court determines that, despite such adjudication but in view
of all of the circumstances, he or she is entitled to indemnification of such expenses. Notwithstanding the foregoing, to the extent that
any Indemnitee has been successful, on the merits or otherwise, he or she will be indemnified by us against all expenses (including attorneys’
fees) actually and reasonably incurred by him or her or on his or her behalf in connection therewith. If we don’t assume the defense,
expenses must be advanced to an Indemnitee under certain circumstances.
We maintain a general liability
insurance policy which covers certain liabilities of our directors and officers arising out of claims based on acts or omissions in their
capacities as directors or officers.
| Item 7. | Exemption from Registration
Claimed. |
Not applicable.
See the Exhibit Index, which
is incorporated herein by reference.
(a) The
Company hereby undertakes:
(1)
To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
(i) To
include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;
(ii) To
reflect in the prospectus any facts or events arising after the effective date of this Registration Statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this Registration
Statement;
(iii) To
include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any
material change to such information in this Registration Statement;
Provided, however, That
| (A) | Paragraphs (a)(1)(i) and (a)(1)(ii) of this section do not apply if this Registration Statement is on
Form S-8, and the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed
with or furnished to the Commission by the Company pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934 (15
U.S.C. 78m or 78o(d)) that are incorporated by reference in this Registration Statement; |
(2)
That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof; and
(3)
To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination
of the offering.
(b) The
undersigned Company hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of
the Company’s annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each
filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated
by reference in this Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(h) Insofar
as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons
of the Company pursuant to the foregoing provisions, or otherwise, the Company has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities (other than the payment by the Company of expenses incurred or paid by
a director, officer or controlling person of the Company in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being registered, the Company will, unless in the opinion of
its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.
SIGNATURES
The Registrant. Pursuant
to the requirements of the Securities Act of 1933, the Company certifies that it has reasonable grounds to believe that it meets all of
the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Fort Lee, State of New Jersey, on this 3rd day of January, 2025.
| |
NUVECTIS PHARMA, INC. |
| |
|
| |
By: |
/s/ Ron Bentsur |
| |
|
Ron Bentsur |
| |
|
Chairman, Chief Executive Officer and President |
POWER OF ATTORNEY
We, the undersigned directors
and/or executive officers of Nuvectis Pharma, Inc., hereby severally constitute and appoint Ron Bentsur, acting singly, his true
and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and his name, for him in any and all
capacities, to sign this report and to file the same, with all exhibits thereto and other documents in connection therewith, and to sign
any or all amendments (including pre-effective and post-effective amendments) to this registration statement, and to file the same, with
all exhibits thereto and other documents in connection therewith, including any Registration Statement filed pursuant to Rule 462(b) under
the Securities Act of 1933, with the United States Securities and Exchange Commission, granting unto said attorney-in-fact and agent,
full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises,
as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact
and agent or any of his substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements
of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates
indicated.
| Signature |
|
Title |
|
Date |
| |
|
|
|
|
| /s/ Ron Bentsur |
|
Chairman, Chief Executive Officer and President |
|
January 3, 2025 |
| Ron Bentsur |
|
(Principal Executive Officer) |
|
|
| |
|
|
|
|
| /s/ Michael J. Carson |
|
Vice President of Finance |
|
January 3, 2025 |
| Michael J. Carson |
|
(Principal Financial and Accounting Officer) |
|
|
| |
|
|
|
|
| /s/ Kenneth Hoberman |
|
Director |
|
January 3, 2025 |
| Kenneth Hoberman |
|
|
|
|
| |
|
|
|
|
| /s/ Matthew L. Kapan |
|
Director |
|
January 3, 2025 |
| Matthew L. Kapan |
|
|
|
|
| |
|
|
|
|
| /s/ James F. Oliviero III |
|
Director |
|
January 3, 2025 |
| James F. Oliviero III |
|
|
|
|
EXHIBIT INDEX
TO
REGISTRATION STATEMENT ON FORM S-8
| Exhibit Number |
|
Description |
| 4.1 |
|
Second Amended and Restated Certificate of Incorporation of Nuvectis Pharma, Inc., filed as Exhibit 3.1 to the Form 8-K filed on February 4, 2022 and incorporated herein by reference. |
| |
|
|
| 4.2 |
|
Certificate of Amendment to the Second Amended and Restated Certificate of Incorporation of Nuvectis Pharma, Inc., filed as Exhibit 3.3 to the Form 8-K filed on February 4, 2022 and incorporated herein by reference. |
| |
|
|
| 4.3 |
|
Amended and Restated Bylaws of Nuvectis Pharma, Inc., filed as Exhibit 3.2 to the Form 8-K filed on February 4, 2022 and incorporated herein by reference. |
| |
|
|
| 5.1 |
|
Opinion of Alston & Bird LLP. |
| |
|
|
| 23.1 |
|
Consent of Kesselman & Kesselman. |
| |
|
|
| 23.2 |
|
Consent of Alston & Bird LLP (included in Exhibit 5.1). |
| |
|
|
| 24.1 |
|
Power of Attorney (included on signature page). |
| |
|
|
| 99.1 |
|
Amended and Restated Nuvectis Pharma, Inc. Global Equity Incentive Plan (2021) filed with the Definitive Proxy Statement on April 28, 2023, and incorporated herein by reference. |
| |
|
|
| 107 |
|
Filing fee table. |
Exhibit 5.1
90 Park Avenue
New York, NY 10016
212-210-9400 | Fax: 212-210-9444
| Matthew W. Mamak |
Direct Dial: 212-210-1256 |
Email: matthew.mamak@alston.com |
January 3, 2025
Nuvectis Pharma, Inc.
1 Bridge Plaza, Suite 275
Fort Lee, NJ 07024
| |
Re: |
Registration Statement on Form S-8 |
Ladies and Gentlemen:
We are acting as counsel to
Nuvectis Pharma, Inc., a Delaware corporation, (the “Company”) in connection with the registration statement (the “Registration
Statement”) on Form S-8 filed today by the Company with the Securities and Exchange Commission (the “Commission”)
to register under the Securities Act of 1933, as amended (the “Securities Act”), 559,227 shares of the Company’s
common stock, $0.00001 par value per share (the “Shares”), which may be issued by the Company upon the grant, exercise,
settlement or purchase of awards pursuant to the Nuvectis Pharma, Inc. Global Incentive Plan (2021) (the “Plan”). This
opinion is furnished to you at your request in accordance with the requirements of Item 8 of the Commission’s Form S-8 and Item
601(b)(5) of Regulation S-K promulgated under the Securities Act.
We have examined the Second
Amended and Restated Certificate of Incorporation of the Company, as amended, the Amended and Restated Bylaws of the Company, records
of proceedings of the Board of Directors of the Company (the “Board of Directors”), or committees thereof, and records
of proceedings of the stockholders, deemed by us to be relevant to this opinion letter and the Registration Statement. We also have made
such further legal and factual examinations and investigations as we deemed necessary for purposes of expressing the opinion set forth
herein.
As to certain factual matters
relevant to this opinion letter, we have relied conclusively upon originals or copies, certified or otherwise identified to our satisfaction,
of such records, agreements, documents and instruments, including certificates or comparable documents of officers of the Company and
of public officials, as we have deemed appropriate as a basis for the opinion hereinafter set forth. Except to the extent expressly set
forth herein, we have made no independent investigations with regard to matters of fact, and, accordingly, we do not express any opinion
as to matters that might have been disclosed by independent verification.
Our opinion set forth below
is limited to the General Corporation Law of the State of Delaware, applicable provisions of the Constitution of the State of Delaware
and reported judicial decisions interpreting such General Corporation Law and Constitution that, in our professional judgment, are normally
applicable to transactions of the type contemplated by the Plan, and we do not express any opinion herein concerning any other laws.
This opinion letter is provided
for use in connection with the transactions contemplated by the Registration Statement and may not be used, circulated, quoted or otherwise
relied upon for any other purpose without our express written consent. The only opinion rendered by us consists of those matters
set forth in the sixth paragraph hereof, and no opinion may be implied or inferred beyond the opinion expressly stated. This opinion
letter is rendered as of the date hereof and we make no undertaking and expressly disclaim any duty to supplement or update the opinions
rendered herein, if, after the date hereof, facts or circumstances come to our attention or changes in the law occur which could affect
such opinions. We note specifically that the Shares may be issued from time to time hereafter, and our opinion is limited to the applicable
laws, including the related rules and regulations, as in effect on the date hereof.
| Alston & Bird LLP |
www.alston.com |
Atlanta | Brussels | Century City | Charlotte | Chicago | Dallas |
London | Los Angeles | New York | Raleigh | San Francisco | Silicon Valley | Washington, D.C
January 3, 2025
Page 2
Based on the foregoing, it
is our opinion that the Shares to be issued under the Plan are duly authorized, and, when issued by the Company in accordance with the
terms of the Plan, will be legally issued, fully paid and non-assessable.
We consent to the filing of
this opinion letter as an exhibit to the Registration Statement. In giving such consent, we do not thereby admit that we are within
the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the
Commission thereunder.
| |
ALSTON & BIRD LLP |
| |
|
| |
By: |
/s/ Matthew W. Mamak |
| |
|
Matthew W. Mamak |
| |
|
Partner |
Exhibit 23.1
CONSENT OF INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the incorporation by reference in
this Registration Statement on Form S-8 of Nuvectis Pharma, Inc. of our report dated March 5, 2024, relating to the financial statements,
which appears in Nuvectis Pharma, Inc.'s Annual Report on Form 10-K for the year ended December 31, 2023.
/s/ Kesselman & Kesselman
Certified Public Accountants (Isr.)
A member firm of PricewaterhouseCoopers International Limited
Tel-Aviv, Israel
January 3, 2025
Exhibit 107
Calculation of Filing Fee Tables
Form S-8
(Form Type)
NUVECTIS PHARMA, INC.
(Exact Name of Registrant as Specified in its Charter)
Table 1: Newly Registered Securities
Security
Type |
Security
Class Title |
Fee
Calculation
Rule |
Amount
Registered
(1) |
Proposed
Maximum
Offering
Price Per
Share |
Maximum
Aggregate
Offering Price |
Fee Rate |
Amount of
Registration
Fee |
| Equity |
Common Stock, $0.00001 par value |
Other
(457(c) and 457(h)) |
559,227 (1) |
$5.39 (2) |
$3,014,233.53 (2) |
$0.00015310 |
$461.48 |
| Total Offering Amounts |
|
$3,014,233.53 |
|
|
| Total Fee Offsets(3) |
|
— |
|
|
| Net Fee Due |
|
$461.48 |
|
|
| (1) | Represents shares that may be issued under the Nuvectis Pharma, Inc. Amended and Restated Global Incentive
Plan (2021) (the “Plan”), including additional shares that may become issuable in accordance with the adjustment and anti-dilution
provisions of the Plan. |
| (2) | Determined pursuant to Rule 457(c) and 457(h) under the Securities Act of 1933, as amended (the
“Securities Act”), solely for the purpose of calculating the registration fee, based on the average of the high and low prices
of the Company’s common stock (“Common Stock”) on the Nasdaq Capital Market on January 2, 2025. |
| (3) | The Registrant does not have any fee offsets. |
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