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Nuvectis Pharma, Inc.

For the period ended Jun 30, 2026. Filed Aug 4, 2026.

View on SEC.gov

About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Jun 30, 2026 · Filed Aug 4, 2026

NVCT$20.91+17.7%Stored close · as of Nov 6, 2026

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-Q

Period ended 2026-03-31; filed 2026-05-05.

0001104659-26-055318

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Current report: 10-Q

Period ended 2026-06-30; filed 2026-08-04.

0001104659-26-090109

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 62 previous paragraphs and 71 current paragraphs.

30 unchanged; 25 reworded; 11 added; 6 removed; 1 previous and 5 current paragraphs rearranged.

Tables are not compared: 23 previous and 26 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Added paragraphs (11)

Current report

In June 2026 we have licensed exclusive world-wide development, manufacturing and commercial rights, excluding China, to NXP100/HSK39297 an oral, once daily, potent and selective small-molecule Factor B inhibitor in advanced stages of development. Factor B is a key component of the complement system, a clinically validated target and FDA approved in several chronic diseases including paroxysmal nocturnal hematoglobinuria (“PNH”), IgA Nephropathy (“IgAN”), and C3 glomerulonephritis (C3G), and potentially important in other diseases such as lupus nephritis (“LN”), myasthenia graves (“MG”) and dry age-related macular degeneration (“d-AMD”). NXP100’s PK/PD profile enables a once-daily administration compared to iptacopan, the only FDA-approved factor B inhibitor, which is administered orally twice-daily, providing a potential dosing convenience advantage which is an important attribute for diseases requiring life-long therapy.

Current report

Ciprocopan (NXP100) has received marketing approval by the National Medical Products Administration (NMPA) in China for PNH patients previously untreated with complement inhibitors (treatment naive). A marketing applications for previously treated PNH, and a Phase 3 study for IgAN and a Phase 2 study in LN are ongoing in China. In cross-trial comparisons, NXP100 demonstrated similar activity to iptacopan, with a similar safety profile.

Current report

In June 2026 we have licensed exclusive world-wide development, manufacturing and commercial rights, excluding China, to NXP200/HSK42360 an inhibitor of the BRAF serine/threonine kinase (“BRAFi”) that has the potential to be a best-in-class, brain-penetrant paradox breaker, by overcoming broad-spectrum BRAF-related drug resistance and to become a treatment option for multiple solid tumor types and primary brain cancer. The paradox breaking properties of NXP200 have the potential to address key unmet needs associated with BRAF inhibition, including emerging resistance to first generation BRAFi while reducing toxicities associated with their usage. To date, NXP200 demonstrated excellent efficacy in treating low- and high-grade glioma in adult patients, and generated single agent durable responses in heavily pretreated patients with non-small cell lung cancer, colorectal, papillary thyroid and others. A phase 1b expansion study is ongoing in China.

Current report

The ongoing Phase 1b study is evaluating the safety, tolerability and preliminary efficacy of NXP900 combination with market-leading EGFR and a combination study with the anaplastic lymphoma kinase (“ALK”) inhibitor, lorlatonib is pending commencement.

Current report

Research and development expenses increased by $1.1 million, or 30%, during the three months ended June 30, 2026, compared to the same period in 2025. The increase in research and development expense during the three months ended June 30, 2026, was primarily driven by a $0.8 million increase in clinical trial and manufacturing expenses related to the development of NXP900, and a $0.3 million increase in employee compensation and benefits.

Current report

General and administrative expenses decreased $0.2 million during the six months ended June 30, 2026, compared to the same period in 2025. The decrease in general and administrative expenses during the six months ended June 30, 2026, was primarily driven by the $0.3 million decrease in professional and consulting services related to public company-related expenses, and a $0.1 million decrease in insurance and other expenses, partially offset by a $0.2 million increase in employee compensation and benefits.

Current report

additional 750,000 shares, for which we received additional gross proceeds of $15 million before deducting underwriter discounts and expenses. The offering resulted in total net proceeds of approximately $106.3 million, after deducting underwriting discounts, commissions, and estimated offering expenses payable by us.

Current report

Pursuant to the NXP100 and NXP200 License Agreement, we are required to make payments to Haisco Pharmaceutical Group Co., Ltd. ("Haisco"), for the achievement of certain development, regulatory and commercial sales milestones, including an upfront payment of $20.0 million which was paid in July 2026, totaling up to approximately $1.4 billion in potential milestone payments, and 9% to 14% royalties on a tiered basis on net sales.

Current report

Pursuant to the NXP800 License Agreement, we are required to make payments to the ICR for certain development and regulatory milestones, including up to $22.0 million related to pre-approval milestones, up to $178 million (in addition to the $22.0 million) in regulatory and commercial sales milestones, and mid-single-digit to 10% royalties on a tiered basis on net sales, unless development ceases. Additionally, we originally agreed to provide the ICR with up to an additional $0.5 million in research and development. On March 31, 2022, we agreed to provide the ICR with an additional $0.4 million in research and development support ($0.9 million total). In July 2025, we announced a final clinical data update from the NXP800 Phase 1b study in ovarian cancer. Further development of NXP800 in ovarian cancer will not be pursued, and in the coming months we will evaluate the feasibility of development opportunities for NXP800 in other cancer types in which the patients’ performance status and other characteristics may allow treatment with NXP800 to be more impactful.
Removed paragraphs (6)

Previous report

SRC is aberrantly activated in many cancer types, including solid tumor cancers such as breast, colon, prostate, pancreatic and ovarian cancers, while remaining predominantly inactive in non-cancerous cells. Increased SRC activity is generally associated with late-stage cancers with metastatic potential and resistance to therapies and correlates with poor clinical prognosis. To date, no kinase inhibitor has been approved for the treatment of SRC-active solid tumor malignancies.

Previous report

YES1 is a nonreceptor tyrosine kinase that belongs to the SRC family of kinases and controls multiple cancer signaling pathways. YES1 is gene-amplified and overexpressed in many tumor types, where it promotes cell proliferation, survival, and invasiveness. In addition, YES1 directly phosphorylates and activates the yes-associated protein 1 (“YAP1”), the main effector of the Hippo pathway, which has been identified as a promoter of drug resistance, cancer progression, and metastasis in several cancer types, including squamous cell, mesothelioma and papillary kidney cancers.

Previous report

In vivo, treatment with NXP900 inhibited primary and metastatic tumor growth in xenograft models of breast, esophageal, lung, head and neck cancers and medulloblastoma, and demonstrated on-target pharmacodynamic effects. Moreover, publications in the scientific literature outlined opportunities to potentially reverse resistance to osimertinib (active ingredient of Tagrisso®) in non-small cell lung cancer (“NSCLC”) and enzalutamide (active ingredient of Xtandi®) in metastatic, castration resistant prostate cancer, in combination with these agents, validating the potential importance of NXP900’s key targets, YES1 and SRC kinases, in these disease settings. Studies published by Nuvectis and academic collaborators confirmed the ability of NXP900 to synergize with and restore sensitivity to epidermal growth factor receptor (“EGFR”) and anaplastic lymphoma kinase (“ALK”) inhibitors in NSCLC models with acquired resistance to these inhibitors. In May 2023, the U.S. Food and Drug Administration (the “FDA”) cleared our IND for NXP900, which includes the Phase 1 clinical trial protocol.

Previous report

The Phase 1 study was initiated in September 2023 and is comprised of two parts: dose-escalation (Phase 1a), to be followed by an expansion phase (Phase 1b). The results of the Phase 1a study support once-daily oral dosing of NXP900. In August 2025, we announced the initiation of the Phase 1b expansion portion of the study. The ongoing Phase 1b study will evaluate the safety, tolerability and preliminary efficacy of NXP900 both as a single agent targeting specific tumor types and in combination with market-leading epidermal growth factor receptor ("EGFR”) and anaplastic lymphoma kinase ("ALK”) inhibitors.
Reworded paragraphs (25)

Previous wording

We are a biopharmaceutical company focused on the development of innovative precision medicines for the treatment of serious conditions of unmet medical need in oncology.

Current wording

We are a biopharmaceutical company focused on the development of innovative precision medicines for the treatment of complement-related conditions and oncology.

Previous wording

From our inception on July 27, 2020, through March 31, 2026, we did not generate any revenue. Since our inception through March 31, 2026, our main activities have been organizational management,capital raising and the completion of the in-license agreements for, NXP800 and NXP900, regulatory filings with the Medicines and Healthcare products Regulatory Agency (“MHRA”) and FDA, preparation and execution for the Phase 1a and Phase 1b clinical trial for NXP800, which commenced in December 2021 and May 2023, respectively, and Phase 1a, Phase 1b (single agent) and Phase 1b (combination study with osimertinib) clinical trials for NXP900, which commenced in September 2023, August 2025 and December 2025, respectively.

Current wording

From our inception on July 27, 2020, through June 30, 2026, we did not generate any revenue. Since our inception through June 30, 2026,* *our primary activities have been focused on the development of our four drug candidates, NXP100, NXP200, NXP900, and NXP800, including the completion of in-licensing agreements for each drug candidate, IND-enabling studies, and other organizational activities such as capital raising. For NXP900, regulatory filings with the Medicines and Healthcare products Regulatory Agency (“MHRA”) and FDA, preparation and execution for the Phase 1a, Phase 1b (single agent) and Phase 1b (combination study with osimertinib) clinical trials for NXP900, which commenced in September 2023, August 2025 and December 2025, respectively.

Previous wording

Product candidates in later stages of clinical development generally have higher development costs than those in earlier stages of clinical development, primarily due to the increased size and duration of later-stage clinical trials. We expect that our research and development expenses will increase substantially in connection with our ongoing and planned preclinical and clinical development activities in the near term and in the future. The successful development of our product candidates is highly uncertain. At this time, we cannot accurately estimate or know the nature, timing and costs of the efforts necessary to complete the preclinical and clinical development of any of our product candidates. We may never succeed in obtaining regulatory approval for any of our product candidates.

Current wording

Product candidates in later stages of clinical development typically incur higher development costs than those in earlier stages, primarily due to the increased size and duration of later-stage clinical trials. We anticipate that our research and development expenses will increase substantially in connection with our ongoing and planned preclinical and clinical development activities in the near term and beyond. The successful development of our product candidates is highly uncertain. At this time, we cannot accurately estimate or determine the nature, timing, or costs of the efforts required to complete the preclinical and clinical development of any of our product candidates. We may also fail to obtain regulatory approval for any of our product candidates.

Previous wording

General and administrative expenses consist primarily of salaries and personnel-related costs, including stock-based compensation, for our personnel in executive, finance and accounting, and other administrative functions. General and administrative expenses also include legal fees relating to patent and corporate matters; professional fees paid for accounting, auditing, consulting, and tax services; insurance costs; investor relations activities; travel expenses; and facility costs not otherwise included in research and development expenses.

Current wording

General and administrative expenses consist primarily of salaries and personnel-related costs, including stock-based compensation, for our personnel in executive, finance and accounting, and other administrative functions. General and administrative expenses also include legal fees related to patent and corporate matters, as well as professional fees paid for accounting, auditing, consulting, and tax services. These expenses also cover insurance costs, investor relations activities, travel expenses, and facility costs not otherwise included in research and development expenses.

Previous wording

We anticipate that our general and administrative expenses will increase in the future as we increase our headcount to support our continued research and development activities.

Current wording

We anticipate that our general and administrative expenses will increase in the future as we expand our headcount to support ongoing research and development, as well as other corporate activities.

Previous wording

The following table summarizes our results of operations expenses for the three months ended March 31, 2026 and 2025:

Current wording

The following table summarizes our results of operations expenses for the three months ended June 30, 2026 and 2025: (in thousands)

Previous wording

The following table summarizes our research and development expenses for the three months ended March 31, 2026, and 2025:

Current wording

The following table summarizes our research and development expenses for the three months ended June 30, 2026 and 2025: (in thousands)

Previous wording

General and administrative expenses increased $0.3 million during the three months ended March 31, 2026 compared to the same period in 2025. The increase in general and administrative expenses during the three months ended March 31, 2026, was primarily driven by the $0.2 million increase in professional and consulting services related to public company related expenses, and $0.1 million increase in employee compensation.

Current wording

General and administrative expenses decreased by $0.5 million, or 16%, during the three months ended June 30, 2026, compared to the same period in 2025. The decrease in general and administrative expenses during the three months ended June 30, 2026, was primarily driven by the $0.5 million decrease in professional and consulting services related to public company-related expenses.

Previous wording

Research and development expenses increased by $0.4 million during the three months ended March 31, 2026 compared to the same period in 2025. The increase in research and development expenses during the three months ended March 31, 2026 was primarily driven by a $0.4 million increase in manufacturing-related costs, $0.3 million increase in employee compensation and benefits, and $0.2 million increase in clinical trial expenses, offset by a $0.4 million reduction in license fees.

Current wording

Research and development expenses increased by $1.5 million during the six months ended June 30, 2026, compared to the same period in 2025. The increase in research and development expenses during the six months ended June 30, 2026, was primarily driven by a $0.8 million increase in manufacturing expenses, a $0.7 million increase in employee compensation and benefits, and a $0.5 million increase in clinical expenses.

Previous wording

As a result of the foregoing, our loss from operations for the three months ended March 31, 2026, increased $0.7 million, compared to the same period in 2025, which was primarily driven by employee compensation, clinical trial expenses, and manufacturing expenses.

Current wording

As a result of the foregoing, our loss from operations for the six months ended June 30, 2026, increased $1.4 million, compared to the same period in 2025, which was primarily driven by increases in clinical trial expenses, manufacturing, and employee compensation and benefits.

Previous wording

As of March 31, 2026, we had $25.1 million of cash and cash equivalents. For the three months ended March 31, 2026 and 2025, we reported net losses of $6.1 million and $5.3 million, respectively.

Current wording

As of June 30, 2026, we had $22.2 million of cash and cash equivalents. For the three months ended June 30, 2026 and 2025, we reported net losses of $7.0 million and $6.3 million, respectively. For the six months ended June 30, 2026, and 2025, our net losses were $13.1 million and $11.7 million, respectively.

Previous wording

On February 6, 2025, we completed a public offering, in which we received gross proceeds of $15.5 million, before deducting underwriting discounts and expenses, along with deducting other offering expenses (for net proceeds of $14.0 million).

Current wording

On February 6, 2025, we completed a public offering, in which we received gross proceeds of $15.5 million, before deducting underwriting discounts and expenses and other offering expenses (for net proceeds of $14.0 million).

Previous wording

On February 13, 2026, we filed a shelf registration statement on Form S-3 (the “Registration Statement”). Pursuant to the Registration Statement, we may offer and sell securities having an aggregate public offering price of up to $150.0 million. In connection with the filing of the Registration Statement, we also amended our sales agreement with Leerink Partners LLC. (the “Sales Agent”), pursuant to which we may issue and sell shares of our common stock for an aggregate offering price of up to $60.0 million under an at-the-market offering program (the “ATM”), which is included in the $150.0 million of securities that may be offered pursuant to the Registration

Current wording

On February 13, 2026, we filed a shelf registration statement on Form S-3 (the “Registration Statement”). Pursuant to the Registration Statement, we may offer and sell securities having an aggregate public offering price of up to $150.0 million. In connection with the filing of the Registration Statement, we also amended our sales agreement with Leerink Partners LLC. (the “Sales Agent”), pursuant to which we may issue and sell shares of our common stock for an aggregate offering price of up to $60.0 million under an at-the-market offering program (the “ATM”), which is included in the $150.0 million of securities that may be offered pursuant to the Registration Statement. Pursuant to the ATM, we will pay the Sales Agent a commission rate of up to 3.0% of the gross proceeds from the sale of any shares of our common stock. We are not obligated to make any sales of shares under the ATM.

Previous wording

We believe that the proceeds from our ATM and public offering will enable us to fund our operating expenses and capital expenditures through at least the next 12 months from the issuance of our financial statements. We have based this estimate on assumptions that may prove to be wrong, and we could exhaust our available capital resources sooner than we expect. Our future viability in the long term is dependent on our ability to raise additional capital to finance our operations.

Current wording

We believe that our existing cash and cash equivalents as of June 30, 2026, and the proceeds from our public offering completed in July 2026, will enable us to fund our operating expenses and capital expenditures through at least the next 12 months from the issuance of our financial statements. We have based this estimate on assumptions that may prove to be incorrect, and we could exhaust our available capital resources sooner than expected. Our long-term viability is dependent on our ability to raise additional capital to finance our operations.

Previous wording

We expect our expenses to increase substantially in connection with our ongoing activities, particularly as we advance the clinical trials of our current or future product candidates, including payments of milestones and sponsored research commitments associated with our license agreement for NXP900. In addition, we expect to incur additional costs associated with operating as a public company as we continue to grow, including increased legal, accounting, investor relations, and other expenses. The timing and amount of our operating expenditures will depend largely on our ability to:

Current wording

We expect our expenses to increase in connection with our ongoing activities, particularly as we advance the clinical trials of our current or future product candidates, including milestone payments and sponsored research commitments associated with our license agreements for our drug candidates. In addition, we expect to incur additional costs associated with operating as a public company as we continue to grow, including increased legal, accounting, investor relations, and other expenses. The timing and amount of our operating expenditures will depend largely on our ability to:

Previous wording

We anticipate that we will require additional capital as we seek regulatory approval of our product candidate and if we choose to pursue in-licenses or acquisitions of other product candidates. If we receive regulatory approval for our current or future product candidates, we expect to incur significant commercialization expenses related to product manufacturing, sales, marketing and distribution, depending on where we choose to commercialize.

Current wording

We anticipate that we will require additional capital as we seek regulatory approval of our product candidates and if we choose to pursue in-licenses or acquisitions of other product candidates. If we receive regulatory approval for our current or future product candidates, we expect to incur significant commercialization expenses related to product manufacturing, sales, marketing and distribution, depending on where we choose to commercialize.

Previous wording

During the three months ended March 31, 2026, $6.5 million of cash was used in operating activities. This was primarily attributable to our net loss of $6.1 million, partially offset by non-cash charges of $1.9 million. The change in our operating assets and liabilities was primarily due to $1.7 million payments to vendors, $0.5 million payments to employees,and $0.2 million payment for our director and officer insurance.

Current wording

During the six months ended June 30, 2026, $11.0 million of cash was used in operating activities. This was primarily attributable to our net loss of $13.1 million, partially offset by non-cash charges of $3.6 million. The change in our operating assets and liabilities was primarily due to $1.1 million of payments for vendors and a $0.1 million payment for our directors and officers' insurance

Previous wording

During the three months ended March 31, 2025, $4.2 million of cash was used in operating activities. This was primarily attributable to our net loss of $5.3 million, partially offset by non-cash charges of $1.4 million. The change in our operating assets and liabilities was primarily due to a $0.5 million increase in accounts payables to vendors, $0.5 million payments to vendorsemployees, and a $0.2 million payment for our director and officer insurance.

Current wording

During the six months ended June 30, 2025, $7.5 million of cash was used in operating activities. This was primarily attributable to our net loss of $11.7 million, partially offset by non-cash charges of $3.1 million. The change in our operating assets and liabilities was primarily due to a $2.4 million increase in accounts payable to our vendors and a $0.1 million payment for our directors and officers' insurance.

Previous wording

During the three months ended March 31, 2026, net cash provided by financing activities was $7 thousand, consisting primarily of net proceeds from the sale of common stock through the ATM.

Current wording

During the six months ended June 30, 2026, net cash provided by financing activities was $1.6 million, consisting primarily of net proceeds from the ATM Program.

Previous wording

During the three months ended March 31, 2025, net cash provided by financing activities was $29.1 million, consisting primarily of net proceeds from the sale of common stock through the public offering and the ATM.

Current wording

During the six months ended June 30, 2025, net cash provided by financing activities was $15.8 million, consisting of $14.0 million of net proceeds from the sale of common stock through the February 2025 public offering and the ATM Program.

Previous wording

We enter into contracts in the normal course of business with clinical research organizations, contract manufacturing organizations, and other third parties for clinical trials, preclinical research studies, and testing and manufacturing services. These contracts are cancelable by us upon prior written notice. Payments due upon cancellation consist only of payments for services provided or expenses incurred, including non-cancelable obligations of our service providers, up to the date of cancellation. The amount and timing of such payments are not known.

Current wording

We enter into contracts in the normal course of business with clinical research organizations, contract manufacturing organizations, and other third parties for clinical trials, preclinical research studies, and testing and manufacturing services. These contracts are cancelable by us upon prior written notice. Payments due upon cancellation consist only of payments for services provided or expenses incurred, including noncancelable obligations of our service providers, up to the date of cancellation. The amount and timing of such payments are not known.

Previous wording

Pursuant to the NXP900 License Agreement, we are required to make payments to the UoE for certain development and regulatory milestones, including up to $45.0 million related to pre-approval milestones, up to $279.6 million (in addition to the $45.0 million) in regulatory and commercial sales milestones, mid-single digit to 8% royalties on a tiered basis based on net sales and 2.5% of the gross amount of each of our future fund raising up to a cumulative total of $3.0 million, unless development ceases. Additionally, we will provide UoE with up to an additional $754,000 in research and development support.

Current wording

Pursuant to the NXP900 License Agreement, we are required to make payments to the UoE for certain development and regulatory milestones, including up to $45.0 million related to pre-approval milestones, up to $279.6 million (in addition to the $45.0 million) in regulatory and commercial sales milestones, mid-single digit to 8% royalties on a tiered basis on net sales and 2.5% of the gross amount of each of our future fund raising to a cumulative total of $3.0 million, unless development ceases. Additionally, we will provide UoE with up to an additional $754,000 in research and development support.

Previous wording

We do not currently have any long-term leases. We rent our office space in Fort Lee, New Jersey, based on a one-year agreement renewed on May 1, 2026.

Current wording

We do not currently have any long-term leases. We rent our office space in Fort Lee, New Jersey, based on a one-year agreement signed on May 1, 2026.

Previous wording

We did not have during the periods presented, and we do not currently have, any off-balance sheet arrangements, as defined in the rules and regulations of the SEC.

Current wording

We did not have any off-balance sheet arrangements during the periods presented, and we do not currently have any, as defined in the rules and regulations of the SEC.

Previous wording

Our condensed financial statements and the related notes thereto included elsewhere in this Quarterly Report on Form 10-Q are prepared in accordance with U.S. generally accepted accounting principles. The preparation of condensed financial statements also requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, costs, expenses, and related disclosures. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances. Actual results could differ significantly from the estimates made by management. To the extent that there are differences between our estimates and actual results, our future financial statement presentation, financial condition, results of operations, and cash flows will be affected.

Current wording

Our condensed financial statements and the related notes thereto included elsewhere in this Quarterly Report on Form 10-Q are prepared in accordance with U.S. generally accepted accounting principles. The preparation of condensed financial statements also requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, costs, expenses, and related disclosures. We base our estimates on historical experience and various other assumptions that we believe are reasonable under the circumstances. Actual results could differ significantly from the estimates made by management. To the extent that there are differences between our estimates and actual results, our future financial statement presentation, financial condition, results of operations, and cash flows will be affected.
Rearranged current paragraphs (5)

Current report — wording carried from elsewhere

As a result of the foregoing, our loss from operations for the three months ended June 30, 2026, increased $0.7 million or 11%, compared to the same period in 2025.

Current report — wording carried from elsewhere

The following table summarizes our results of operations expenses for the six months ended June 30, 2026, and 2025:

Current report — wording carried from elsewhere

The following table summarizes our research and development expenses for the six months ended June 30, 2026, and 2025:

Current report — wording carried from elsewhere

The following table summarizes our general and administrative expenses for the six months ended June 30, 2026, and 2025: (in thousands)

Current report — wording carried from elsewhere

On July 1, 2026, we completed a public offering, in which we received gross proceeds of $100.0 million, before deducting underwriting discounts and expenses and other offering expenses. On July 29, 2026, the underwriters fully exercised their option to purchase an
Rearranged previous paragraphs (1)

Previous report — wording carried elsewhere

Statement. Pursuant to the ATM, we will pay the Sales Agent a commission rate of up to 3.0% of the gross proceeds from the sale of any shares of our common stock. We are not obligated to make any sales of shares under the ATM.