Nuvectis launches $200M at-the-market stock program

Q: What is the size of Nuvectis Pharma’s new shelf registration mentioned for NVCT?

The new shelf Registration Statement on Form S-3 registers $200 million in securities. A related prospectus supplement for the at-the-market program with Jefferies LLC is expected to be filed on August 21, 2026.

Q: How is Jefferies LLC compensated in Nuvectis Pharma’s NVCT at-the-market program?

Jefferies LLC will receive up to 3.0% of the gross proceeds from sales of Nuvectis Pharma’s common stock under the at-the-market program. Nuvectis has also agreed to pay certain costs and expenses and to provide customary indemnification to Jefferies.

Q: Will proceeds from the NVCT at-the-market offering be held in escrow or a similar structure?

No. The disclosure states that there is no arrangement for funds to be received in any escrow, trust, or similar arrangement in connection with sales of Nuvectis Pharma’s common stock under the at-the-market program.

Nuvectis Pharma, Inc. (NVCT) established a new “at the market” equity offering program by entering into an Open Market Sale Agreement with Jefferies LLC on August 21, 2026.

Filing Impact

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Filing Sentiment

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Form Type

8-K

Rhea-AI Filing Summary

Nuvectis Pharma, Inc. (NVCT) established a new “at the market” equity offering program by entering into an Open Market Sale Agreement with Jefferies LLC on August 21, 2026. Under this arrangement, Nuvectis may sell shares of its common stock from time to time through Jefferies as sales agent, in transactions deemed an “at the market offering” under Rule 415(a)(4). The program is supported by a new Form S-3 shelf registration statement registering $200 million in securities, for which a prospectus supplement is expected to be filed on August 21, 2026.

Jefferies will use commercially reasonable efforts to place shares but is not obligated to sell any specific amount, and there is no escrow or similar arrangement for proceeds. Nuvectis will pay Jefferies up to 3.0% of the gross proceeds from any shares sold and reimburse certain costs, while providing customary indemnification. On July 20, 2026, Nuvectis terminated its prior at-the-market offering program and related prospectus supplement; no further sales will occur under that prior program.

Filing Explained

The disclosure creates an at-the-market capacity, not a completed financing: it does not report shares sold, proceeds received, or resulting dilution, so any ownership impact remains conditional on later sales.

8-K Event Classification

2 items: 8.01, 9.01

2 items

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Shelf registration capacity: $200 million in securities Sales agent commission: Up to 3.0% of gross proceeds Sale Agreement date: August 21, 2026 +1 more

4 metrics

Shelf registration capacity $200 million in securities Registered under a new Form S-3 shelf filed on August 21, 2026

Sales agent commission Up to 3.0% of gross proceeds Compensation to Jefferies for ATM Shares sold under the Open Market Sale Agreement

Sale Agreement date August 21, 2026 Date Nuvectis entered into the Open Market Sale Agreement with Jefferies

Termination of prior ATM July 20, 2026 Date Nuvectis terminated its prior at-the-market offering program

Key Terms

at the market offering, Registration Statement on Form S-3, Open Market Sale Agreement, prospectus supplement, +1 more

5 terms

at the market offering financial

"Sales of the ATM Shares, if any, will be made in sales deemed to be an “at the market offering”"

An at-the-market offering is a way a company raises cash by selling newly issued shares directly into the open market at prevailing prices, rather than all at once in a single deal. Think of it like turning a faucet on to drip shares into trading at current prices when needed; it gives the company flexibility to raise funds over time but can dilute existing shareholders and potentially affect the stock price, which investors should monitor.

Registration Statement on Form S-3 regulatory

"under a new shelf Registration Statement on Form S-3 registering $200 million in securities"

A registration statement on Form S‑3 is a short, standardized filing a qualified public company uses to register new securities with regulators so they can be sold to investors; think of it as a pre-approved, reusable permission slip that speeds up future offerings. It matters to investors because it lets the company raise money more quickly and cheaply — which can fund growth or pay debt — but may also lead to share dilution or change in ownership, so it affects value and liquidity.

Open Market Sale Agreement financial

"entered into an Open Market Sale (the “Sale Agreement”) with Jefferies LLC"

A contract that lets a shareholder or issuer authorize a broker to sell stock into the public market over time rather than to one specific buyer. Think of it like hiring a salesperson to quietly sell items from your garage in small batches so you don’t crash the price; for investors it matters because it increases supply and liquidity, can put downward pressure on the share price, and signals an upcoming flow of shares into the market.

prospectus supplement regulatory

"expects to file a prospectus supplement (the “Prospectus Supplement”), relating to the Sale Agreement"

A prospectus supplement is an additional document provided alongside a company's main offering details, offering updated or extra information about a specific financial product being sold. It helps investors understand the latest terms, risks, and details of the investment, similar to how an update or revision clarifies or expands on original instructions, ensuring they have current and complete information before making a decision.

Emerging growth company regulatory

"Emerging growth company x"

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

Offering Details

ATM · $200 million of securities registered on Form S-3 shelf

Offering

Offering Type ATM

Securities Offered Common Stock under a shelf Registration Statement on Form S-3 registering $200 million in securities

Offering Amount $200 million of securities registered on Form S-3 shelf

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did Nuvectis Pharma (NVCT) announce regarding a new at-the-market offering program?

Nuvectis Pharma entered into an Open Market Sale Agreement with Jefferies LLC on August 21, 2026, allowing the company to sell common stock from time to time through Jefferies in an “at the market offering” under Rule 415(a)(4), subject to a new Form S-3 shelf registration.

What is the size of Nuvectis Pharma’s new shelf registration mentioned for NVCT?

The new shelf Registration Statement on Form S-3 registers $200 million in securities. A related prospectus supplement for the at-the-market program with Jefferies LLC is expected to be filed on August 21, 2026.

How is Jefferies LLC compensated in Nuvectis Pharma’s NVCT at-the-market program?

Jefferies LLC will receive up to 3.0% of the gross proceeds from sales of Nuvectis Pharma’s common stock under the at-the-market program. Nuvectis has also agreed to pay certain costs and expenses and to provide customary indemnification to Jefferies.

Did Nuvectis Pharma (NVCT) terminate any prior at-the-market offering program?

Yes. On July 20, 2026, Nuvectis Pharma terminated its prior at-the-market offering program conducted under a prospectus supplement filed February 13, 2026, tied to Registration Statement on Form S-3 (File No. 333-293459). No further sales will be made under that prior program.

Is Jefferies required to sell a minimum amount of NVCT shares under the new agreement?

No. Jefferies LLC is not required to sell any specific number or dollar amount of Nuvectis Pharma shares. It will act as sales agent using commercially reasonable efforts and normal trading practices, on terms mutually agreed with Nuvectis for each sale.

Will proceeds from the NVCT at-the-market offering be held in escrow or a similar structure?

No. The disclosure states that there is no arrangement for funds to be received in any escrow, trust, or similar arrangement in connection with sales of Nuvectis Pharma’s common stock under the at-the-market program.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 08/21/2026 - 04:31 PM Accepted by SEC EDGAR 08/21/2026 - 04:31 PM

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of report (Date of earliest event reported): July 20, 2026

Nuvectis Pharma, Inc.

(Exact Name of Registrant as Specified in Charter)

Delaware
(State or Other Jurisdiction
of Incorporation)

001-41264
(Commission File Number)

86-2405608
(IRS Employer Identification No.)

1 Bridge Plaza Suite 275

Fort Lee, NJ 07024

(Address of Principal Executive Offices)

(201) 614-3150

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

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

Title of Class	Trading Symbol(s)	Exchange Name
Common Stock	NVCT	Nasdaq Capital Market

¨	Written communications pursuant to Rule 425 under the Securities Act.

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act.

¨	Pre-commencement communications pursuant to Rule 14d-2b under the Exchange Act.

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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 13(a) of the Exchange Act. ¨

Item 8.01 Other Events.

Establishment of “At the Market” Offering Program

On August 21, 2026, Nuvectis Pharma, Inc., a Delaware corporation (the “Company”), entered into an Open Market Sale Agreement^SM (the “Sale Agreement”) with Jefferies LLC (“Jefferies”) as sales agent, pursuant to which the Company may offer and sell shares (the “ATM Shares”) of its common stock, $0.00001 par value per share (the “Common Stock”), from time to time through Jefferies. On August 21, 2026, the Company expects to file a prospectus supplement (the “Prospectus Supplement”), relating to the Sale Agreement with the Securities and Exchange Commission (the “SEC”) under a new shelf Registration Statement on Form S-3 registering $200 million in securities, filed by the Company on August 21, 2026 (the “Registration Statement”).

Sales of the ATM Shares, if any, will be made in sales deemed to be an “at the market offering” as defined in Rule 415(a)(4) promulgated under the Securities Act of 1933, as amended (the “Securities Act”). Jefferies is not required to sell any specific number or dollar amount of securities but will act as sales agent using commercially reasonable efforts consistent with its normal trading and sales practices and applicable law and regulations on mutually agreed terms between Jefferies and the Company. There is no arrangement for funds to be received in any escrow, trust or similar arrangement.

The compensation to Jefferies for the ATM Shares sold pursuant to the Sale Agreement will be an amount up to 3.0% of the gross proceeds of the ATM Shares sold under the Sale Agreement. The proceeds the Company receives from sales of the ATM Shares, if any, will depend on the number of ATM Shares actually sold and the offering price of such ATM Shares. The Company has agreed to pay to Jefferies certain costs and expenses incident to the performance of its obligations under the Sale Agreement. The Company has also agreed to provide indemnification and reimbursement to Jefferies with respect to certain liabilities, including liabilities under the Securities Act or the Securities Exchange Act of 1934, as amended.

The Sale Agreement contains customary representations, warranties, and agreements by the Company and customary indemnification rights and obligations of the parties.

This Current Report on Form 8-K shall not constitute an offer to sell or solicitation of an offer to buy the ATM Shares, nor shall there be any sale of the ATM Shares in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities law of such state or jurisdiction.

A copy of the Sale Agreement is attached as Exhibit 10.1 hereto and is incorporated herein by reference. The foregoing description of the material terms of the Sale Agreement is not complete and is qualified in its entirety by reference to such exhibit.

Termination of Prior “At the Market” Offering Program

On July 20, 2026, the Company terminated its prior “at-the-market” offering program of shares of the Company’s Common Stock (the “Prior ATM”) conducted pursuant to the Company’s prospectus supplement filed with the SEC on February 13, 2026 (the “Prior Prospectus Supplement”) as part of a Registration Statement on Form S-3 (File No. 333-293459). No further offerings or sales of Common Stock will be conducted under the Prior ATM or the Prior Prospectus Supplement.

Item 9.01. Financial Statements and Exhibits.

(d)

Exhibits.

The following exhibit is filed herewith:

Exhibit
Number		Description
10.1*		Open Market Sale Agreement, dated August 21, 2026, by and between Nuvectis Pharma, Inc. and Jefferies LLC.
104		Cover Page Interactive Data File, formatted in Inline Extensible Business Reporting Language (iXBRL).

*	Certain exhibits and schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company hereby undertakes to furnish supplementally a copy of any omitted exhibit or schedule upon request by the SEC.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Nuvectis Pharma, Inc.
	(Registrant)

Date: August 21, 2026
	By:	/s/ Ron Bentsur
		Ron Bentsur
		Chairman, Chief Executive Officer and President

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

4 documents

Agreements & Contracts

EX-10.1 EXHIBIT 10.1 237.6 KB