On July 27, 2022 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, reported 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 (Press release, Nuvectis Pharma, JUL 27, 2022, View Source [SID1234617156]). 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.
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Gross proceeds to 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.