aibioNuvectis Pharma sets up $60 million at-the-market stock program with Leerink
Tickers NVCT
Nuvectis can sell up to $60 million of stock through Leerink. It ended an earlier $40 million program with H.C. Wainwright after selling about $18.6 million under it.
Key facts
- Company
- Nuvectis Pharma, Inc. (NASDAQ: NVCT)
- News type
- Financings
- Primary source
- Nuvectis Pharma, Inc. 424B5 (2025-05-09)
Nuvectis Pharma, Inc. has entered into a Sales Agreement with Leerink Partners LLC, dated May 9, 2025, under which it may sell up to $60 million of common stock from time to time, according to a prospectus supplement filed with the SEC. The filing calls the sales an "at-the-market offering," meaning shares are sold into the market at prevailing prices through a sales agent.
The banks and the terms
Leerink Partners is the only sales agent the filing names. It is not required to sell any specific number or dollar amount of shares. For any shares it sells, it receives a commission of 3.0% of the gross sales price. The prospectus supplement says Leerink may be deemed an "underwriter" under the Securities Act, and that Nuvectis has agreed to indemnify it against certain liabilities. Alston & Bird LLP of New York is counsel to the company and issued the legal opinion on the new shares, attached as Exhibit 5.1 to the 8-K. The prospectus supplement does not name separate counsel for Leerink Partners.
The shares would be sold under a shelf registration on Form S-3, file number 333-270657, which the SEC declared effective on March 29, 2023. On May 1, 2025, the last reported sale price was $9.62 per share. The company says it will use the proceeds to advance NXP800 and NXP900, hire personnel, fund capital expenditures and cover the costs of operating as a public company.
The program it replaces
In the 8-K, the Fort Lee, New Jersey company said it had terminated an earlier at-the-market program for up to $40 million, under an agreement dated March 17, 2023 with H.C. Wainwright & Co., LLC. Before the termination, Nuvectis had sold approximately $18.6 million of common stock under it. The filing says no further sales will be made under that program and that there are no costs or payments associated with the early termination.
Dilution in the filing
The prospectus supplement puts historical net tangible book value at $21.0 million, or $0.89 per share, as of March 31, 2025. Its illustration, which assumes a price of $9.62 per share, shows as-adjusted net tangible book value of approximately $79.2 million, or $2.65 per share, after commissions. Existing stockholders would see an immediate increase of $1.76 per share. Investors who buy in this offering would take an immediate dilution of $6.97 per share.
The drug and the trials
Nuvectis is a clinical-stage oncology company. Its lead candidate, NXP800, is a small molecule that activates the GCN2 kinase. The company licensed worldwide commercial rights from the Institute for Cancer Research in London in May 2021, under a license that carries milestone and royalty payments. The FDA granted Fast Track designation for platinum-resistant, ARID1a-mutated ovarian carcinoma in 2022, and orphan drug designations for cholangiocarcinoma in 2023 and for ARID1a-deficient ovarian, fallopian tube and primary peritoneal cancers in 2024.
The Phase 1a dose-escalation study was completed in April 2023. The Phase 1b part is evaluating "safety and preliminary anti-tumor activity" in women with platinum-resistant, ARID1a-mutated ovarian carcinoma. The European Network of Gynecological Oncology Trial Groups and the GOG Foundation are leading that trial. The 10-K business section reports no efficacy result from it. Preclinical work showed tumor growth inhibition in patient-derived xenograft models of cholangiocarcinoma, and an investigator-sponsored study with the Mayo Clinic is evaluating safety and efficacy in that indication.
The 10-K describes ovarian clear cell carcinoma as having "a very poor survival rate" and cites a reported response rate of 1% for platinum-based chemotherapy in relapse or refractory, platinum-resistant patients. That figure describes the existing standard, not NXP800. An early study of safety and preliminary activity cannot show whether the drug works in patients.
The money
The prospectus supplement does not state a cash balance. Management, it says, "has broad discretion" over the use of its cash, cash equivalents and marketable securities, including proceeds from this offering.