**EXHIBIT 4.3**

 

**DESCRIPTION OF THE REGISTRANT’S SECURITIES**

**REGISTERED PURSUANT TO SECTION 12 OF THE**

**SECURITIES EXCHANGE ACT OF 1934**

 

*When used herein, the terms “we,” “our,” “us,” and “Nuvectis,” refer to Nuvectis Pharma, Inc.*

 

**DESCRIPTION OF CAPITAL STOCK**

 

The following descriptionsummarizes the material terms of our capital stock. As it is only a summary, it does not contain all the information that may be importantto you. For a complete description of our capital stock, you should refer to our Second Amended and Restated Certificate of Incorporation,our Amended and Restated Bylaws, and to the provisions of applicable Delaware law.

 

***Authorized Capital Stock***

 

The authorized capital stockof Nuvectis consists of 60,000,000 shares of common stock, par value $0.00001 per share (the “Common Stock”), and 5,000,000shares of preferred stock, par value $0.00001 per share (the “Preferred Stock”). The shares of Preferred Stock are undesignated.

 

***Common Stock***

 

Our common stock is tradedon the Nasdaq Capital Market under the symbol “NVCT.”

 

Holders of our Common Stockare entitled to one vote for each share held on all matters submitted to a vote of stockholders and do not have cumulative voting rights.An election of directors by our stockholders shall be determined by a plurality of the votes cast by the stockholders entitled to voteon the election. Holders of Common Stock are entitled to receive proportionately any dividends as may be declared by our Board of Directorsin its sole discretion, subject to any preferential dividend rights of outstanding preferred stock, if any.

 

In the event of our liquidationor dissolution, the holders of Common Stock are entitled to receive proportionately all assets available for distribution to stockholdersafter the payment of all debts and other liabilities and subject to the prior rights of any outstanding preferred stock. Holders of CommonStock have no preemptive, subscription, redemption or conversion rights. The rights, preferences and privileges of holders of common stockare subject to, and may be adversely affected by, the rights of the holders of shares of any series of preferred stock that we may designateand issue in the future.

 

**Transfer Agent and Registrar**

 

The Transfer Agent and Registrarfor our common stock is American Stock Transfer & Trust Company, LLC.

 

***Preferred Stock***

 

Our Board of Directors isauthorized to issue up to 5,000,000 shares of Preferred Stock in one or more series and to fix the rights, preferences, privileges, andrestrictions thereof. These rights, preferences and privileges could include dividend rights, conversion rights, voting rights, termsof redemption, liquidation preferences, sinking fund terms and the number of shares constituting, or the designation of, such series,any or all of which may be greater than the rights of Common Stock. The issuance of our preferred stock could adversely affect the votingpower of holders of Common Stock and the likelihood that such holders will receive dividend payments and payments upon our liquidation.In addition, the issuance of Preferred Stock could have the effect of delaying, deferring or preventing a change in control of our companyor other corporate action. As of March 23, 2022, we have 5,000,000 shares of Preferred Stock authorized, but no shares of preferredstock outstanding.