Material Event (Form 8-K)

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.