Nuvectis Pharma, Inc.

8-K · tm2617533d1_8k.htm iXBRL

0001875558

 2026-06-11
 2026-06-11

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 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):
 June 11, 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:

  

 ¨
 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.

  

 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

  

 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 5.07.
 Submission of Matters to a Vote of Security Holders.

  

 On Thursday, June 11, 2026,
at 10:00 a.m. Eastern Time, by means of an online meeting platform, Nuvectis Pharma, Inc. (the “Company”) held its 2026 Annual
Meeting (the “Annual Meeting”).

  

 The Company's Definitive
Proxy Statement on Schedule 14A (the “Proxy”), filed with the U.S. Securities and Exchange Commission (the “SEC”)
on April 27, 2026, inadvertently misstated the total number of shares of common stock outstanding as of the record date of April 13,
2026, as 27,668,036. The correct number of shares of common stock outstanding as of the record date was 26,614,628. This correction does
not affect the validity of any votes cast at the Annual Meeting or the outcome of any proposal voted upon.

  

 Stockholders
representing 16,193,686, or 60.8%, of the 26,614,628 shares of common stock outstanding on the record date of April 13, 2026, were
present in person or by proxy, constituting a quorum under applicable law. Proxies were solicited by the Company pursuant to Regulation
14A under the Securities Exchange Act of 1934, as amended. Each of the proposals below is described in detail in the Company’s Proxy
for the Annual Meeting, filed with the SEC on April 27, 2026. At the Annual Meeting, all of the proposals were approved.

  

 The results are as follows:

  

 Proposal 1

  

 The vote with respect to the election of the Class
I director to hold office until the 2029 annual meeting was as follows:

  

 Director  
 Votes For  
 Votes
 Against  
 Abstentions / Votes Withheld  
 Broker Non-Votes

 Ron Bentsur  
 8,354,838  
 391,265  
 216  
 7,447,367

  

 Proposal 2

  

 The vote with respect to the ratification of Kesselman
& Kesselman as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026, was
as follows:

  

 Votes For  
 Votes Against  
 Abstentions / Votes Withheld  
 Broker Non-Votes

 15,662,222  
 10,574  
 520,890  
 -

  

  

  

  

 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: June 12, 2026
  
  

  
 By:
 /s/ Ron Bentsur

  
  
 Ron Bentsur

  
  
 Chairman, Chief Executive Officer and President