Securities Registration: Employee Benefit Plan (s-8)
24 Mars 2022 - 6:16PM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission
on March 24, 2022
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)
Nuvectis Pharma, Inc.
Global Equity Incentive Plan (2021)
(Full title of the plan)
|
Ron Bentsur
Chairman and Chief Executive Officer
Nuvectis Pharma, Inc.
Bridge Plaza Suite 275
Fort Lee, NJ 07024
(201) 614-3151
(Name, address and telephone number of agent for
service) |
Copy to:
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 |
¨ |
Accelerated filer |
¨ |
| 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. ¨
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 Alston & Bird LLP, the Company’s legal counsel, at the
address and telephone number on the cover of this Registration Statement.
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):
| (c) | The description of the Company’s Common Stock contained in Exhibit 4.3
to our Annual Report on Form 10-K for the fiscal year ended December 31, 2021, and any amendment or report filed with the
Commission for the purpose of updating such description; |
| (d) | 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, 2021 (excluding any portions of such documents that are
deemed to be “furnished” but not “filed” for purposes of the Exchange Act); and |
| (e) | 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. |
We have adopted provisions
in our Second Amended and Restated Certificate of Incorporation that limit the liability of our directors for monetary damages for breach
of their fiduciary duties, except for liability that cannot be eliminated under the Delaware General Corporation Law (“DGCL”).
Delaware law provides that directors of a corporation will not be personally liable for monetary damages for breach of their fiduciary
duties as directors, except liability for any of the following:
| |
• |
any breach of their duty of loyalty to the corporation or the stockholder; |
| |
• |
acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law; |
| |
• |
unlawful payments of dividends or unlawful stock repurchases or redemptions as provided in Section 174 of the DGCL; or |
| |
• |
any transaction from which the director derived an improper personal benefit. |
This limitation of liability
does not apply to liabilities arising under the federal securities laws and does not affect the availability of equitable remedies such
as injunctive relief or rescission.
Our Second Amended and Restated
Certificate of Incorporation and our Amended and Restated Bylaws (“Bylaws”) also provide that we will indemnify our directors
and executive officers and may indemnify our other officers and employees and other agents to the fullest extent permitted by law. We
believe that indemnification under our Bylaws covers at least negligence and gross negligence on the part of indemnified parties. Our
Bylaws also permit us to secure insurance on behalf of any officer, director, employee or other agent for any liability arising out of
his or her actions in this capacity, regardless of whether our Bylaws would permit indemnification. We have secured such insurance.
| Item 7. | Exemption
from Registration Claimed. |
Not applicable.
(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 24th day of March, 2022.
| |
By: |
/s/ Ron Bentsur |
| |
|
Ron Bentsur |
| |
|
Chairman, Chief Executive Officer, and President |
POWER OF ATTORNEY
Each person whose signature
appears below constitutes and appoints Ron Bentsur as true and lawful attorney-in-fact and agent, with full power of substitution, for
him or her and in his or her name, place and stead, in any and all capacities, to sign any amendments (including post-effective amendments)
to this Registration Statement and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities
and Exchange Commission, hereby ratifying and confirming all that said attorney-in-fact, or their substitute or substitutes, may lawfully
do or cause to be done by virtue thereof.
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 |
|
March 24, 2022 |
| Ron Bentsur |
|
(Principal Executive Officer) |
|
|
| |
|
|
|
|
| /s/ Michael Carson |
|
Vice President of Finance |
|
March 24, 2022 |
| Michael Carson |
|
(Principal Financial and Accounting Officer) |
|
|
| |
|
|
|
|
| /s/ Kenneth Hoberman |
|
Director |
|
March 24, 2022 |
| Kenneth Hoberman |
|
|
|
|
| |
|
|
|
|
| /s/ Matthew L. Kapan |
|
Director |
|
March 24, 2022 |
| Matthew L. Kapan |
|
|
|
|
| |
|
|
|
|
| /s/ James F. Oliviero III |
|
Director |
|
March 24, 2022 |
| James F. Oliviero III |
|
|
|
|
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