{"url_path":"/sec/nvct/8-k/2026-06-23/item-1-01","section_key":"item-1-01","section_title":"Item 1.01 **","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-06-23","source_url":"https://www.sec.gov/Archives/edgar/data/1875558/0001104659-26-076624-index.html","accession_number":"0001104659-26-076624","cik":"0001875558","ticker":"NVCT","issuer_name":"Nuvectis Pharma, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1875558/0001104659-26-076624-index.html","primary_entity_key":"0001875558","primary_entity_name":"Nuvectis Pharma, Inc."},"word_count":515,"has_tables":true,"body_markdown":"**Item 1.01.**\n**Entry into a Material Definitive Agreement.**\n\n \n\n*Haisco License Agreement*\n\n \n\nOn June 22, 2026, Nuvectis\nPharma, Inc., a Delaware corporation (the “Company”), entered into a license agreement (the “License Agreement”)\nwith Haisco Pharmaceutical Group Co., Ltd. (“Haisco”). Pursuant to the License Agreement, Haisco will grant the Company an\nexclusive, royalty-bearing license for the development, manufacturing, and commercialization rights of HSK39297 (“NXP100”),\na Complement Factor B inhibitor in late-stage development for the treatment of complement-mediated diseases, and HSK42360 (“NXP200”),\na BRAF inhibitor for the treatment of BRAF-mutated malignancies.\n\n \n\nUnder the terms of the License\nAgreement, the Company will be responsible for the development, manufacturing, and commercialization of NXP100 and NXP200 in the Territory,\nwhich includes all countries except for The People’s Republic of China, Hong Kong, Macau, Taiwan, India, Brunei, Cambodia, Indonesia,\nLaos, Malaysia, Myanmar, Philippines, Singapore, Thailand and Vietnam with respect to NXP100, and all countries except for The People’s\nRepublic of China, Hong Kong, Macau and Taiwan with respect to NXP200 (the “Territory”). Haisco will be entitled to a percentage\nof sublicensing revenue generated in the Territory and will continue to be responsible for current ongoing development activities in China.\nUnder the terms of and as consideration for entering into the License Agreement, the Company will pay to Haisco an upfront payment of\n$20 million, and certain initial development milestone payments of up to $20 million may become payable upon achievement of specified\nearly clinical development events. Haisco will also be eligible to receive up to an additional $1.4 billion as contingent payments based\non future development, regulatory and commercial milestones being met, as well as tiered royalties in the high-single digits to mid-teens\nbased upon net sales of NXP100 and NXP200 in the Territory, subject to reduction under certain circumstances as provided in the License\nAgreement. The Company is required to pay Haisco a low double digit percentage of the fair market value of the licensed rights if the\nCompany undergoes a change of control within eighteen months of the execution of the License Agreement.\n\n \n\nThe Company may not exploit\nany compound or product, other than a licensed product, whose primary mechanism of action is to bind to or functionally inhibit the BRAF\nkinase or the Factor B, with a customary acquirer exception.\n\n \n\nThe License Agreement will\nbecome effective subject to certain financing conditions, which the Company is required to meet to ensure sufficient capital for the development\nof the licensed products. The License Agreement will continue in full force and effect until, on a Licensed Product-by-Licensed Product\n(as defined in the License Agreement) basis, the expiration of the Company’s payment obligations thereunder with respect to such\nLicensed Product. The License Agreement contains customary provisions relating to confidentiality, representations and warranties, and\nindemnification.\n\n \n\nThe foregoing summary of the\nLicense Agreement is not complete and is qualified in its entirety by reference to the full text of the License Agreement, a copy of which\nthe Company expects to file with the U.S. Securities and Exchange Commission as an exhibit to its Quarterly Report on Form 10-Q for the\nquarter ending June 30, 2026."}