Mga Batayang Estadistika
| CIK | 1811063 |
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Panacea Acquisition Corp. - Equity Warrant
SEC Filings (Chronological Order)
Halaman ini menyediakan daftar lengkap dan kronologis dari Pengajuan SEC, tidak termasuk pengajuan kepemilikan yang kami sediakan di tempat lain.
| August 7, 2025 |
EX-99.1 Exhibit 99.1 Nuvation Bio Reports Second Quarter 2025 Financial Results and Provides Business Update Received U.S. Food and Drug Administration (FDA) approval for IBTROZI™ (taletrectinib), a next-generation oral treatment for advanced ROS1-positive (ROS1+) non-small cell lung cancer (NSCLC) on June 11, 2025 Successfully started 70 patients on IBTROZI as of July 31, 2025, approximately seve |
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| August 7, 2025 |
Non-Employee Director Compensation Policy. EXHIBIT 10.1 Non-Employee Director Compensation Policy of Nuvation Bio Inc. (Adopted April 17, 2025) Non-Employee Directors of Nuvation Bio Inc. (the “Company”) are compensated for service on the Board of Directors of the Company (the “Board”) through a combination of cash retainer and equity awards. In addition, the Company reimburses Non-Employee Directors for reasonable expenses incurred in ser |
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| August 7, 2025 |
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): August 7, 2025 Nuvation Bio Inc. (Exact name of registrant as specified in its charter) Delaware 001-39351 85-0862255 (State or other jurisdiction of incorporation) (Commission File N |
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| August 7, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39351 Nuvation Bio Inc. |
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| June 11, 2025 |
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, 2025 Nuvation Bio Inc. (Exact name of registrant as specified in its charter) Delaware 001-39351 85-0862255 (State or other jurisdiction of incorporation) (Commission File Nu |
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| June 11, 2025 |
DRIVEN BY SCIENCE FOCUSED ON LIFE June 2025 Exhibit 99.1 Forward-looking statements Certain statements included in this presentation (this “Presentation”) that are not historical facts are forward-looking statements for purposes of the safe harbor provisions under the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements are sometimes accompanied by words such |
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| May 23, 2025 |
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): May 21, 2025 Nuvation Bio Inc. (Exact name of registrant as specified in its charter) Delaware 001-39351 85-0862255 (State or other jurisdiction of incorporation) (Commission File Num |
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| May 7, 2025 |
EXHIBIT 10.3 ¬CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND REPLACED WITH “[***]”. SUCH IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS (I) NOT MATERIAL AND (II) THE TYPE THAT THE REGISTRANT CUSTOMARILY AND ACTUALLY TREATS AS PRIVATE AND CONFIDENTIAL. CONTRACT MANUFACTURING AGREEMENT (API) by and between Nuvation Bio Inc. and Asymchem Laboratories (Ti |
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| May 7, 2025 |
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): May 7, 2025 Nuvation Bio Inc. (Exact name of registrant as specified in its charter) Delaware 001-39351 85-0862255 (State or other jurisdiction of incorporation) (Commission File Numb |
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| May 7, 2025 |
EXHIBIT 10.4 ¬CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND REPLACED WITH “[***]”. SUCH IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS (I) NOT MATERIAL AND (II) THE TYPE THAT THE REGISTRANT CUSTOMARILY AND ACTUALLY TREATS AS PRIVATE AND CONFIDENTIAL. CONTRACT MANUFACTURING AGREEMENT (DRUG PRODUCT) by and between Nuvation Bio Inc. and Asymchem Life Sc |
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| May 7, 2025 |
Nuvation Bio Inc. 2021 Equity Incentive Plan, as amended. EXHIBIT 10.1 NUVATION BIO INC. 2021 EQUITY INCENTIVE PLAN ADOPTED BY THE BOARD OF DIRECTORS: JANUARY 17, 2021 APPROVED BY THE STOCKHOLDERS: FEBRUARY 9, 2021 Amended BY THE Compensation Committee: January 21, 2025 1. GENERAL. (a) Plan Purpose. The Company, by means of the Plan, seeks to secure and retain the services of Employees, Directors and Consultants, to provide incentives for such persons to |
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| May 7, 2025 |
Exhibit 99.1 Nuvation Bio Reports First Quarter 2025 Financial Results and Provides Business Update New Drug Application (NDA) for taletrectinib for advanced ROS1-positive (ROS1+) non-small cell lung cancer (NSCLC) under U.S. Food and Drug Administration (FDA) Priority Review; Prescription Drug User Fee Act (PDUFA) goal date of June 23, 2025 Published pooled results from pivotal Phase 2 TRUST-I an |
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| May 7, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39351 Nuvation Bio Inc. |
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| April 8, 2025 |
TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rul |
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| March 25, 2025 |
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): March 21, 2025 Nuvation Bio Inc. (Exact name of registrant as specified in its charter) Delaware 001-39351 85-0862255 (State or other jurisdiction of incorporation) (Commission File N |
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| March 6, 2025 |
Exhibit 107 Calculation of Filing Fee Tables FORM S-3 Registration Statement under the Securities Act of 1933 (Form Type) Nuvation Bio Inc. |
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| March 6, 2025 |
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): March 6, 2025 Nuvation Bio Inc. (Exact name of registrant as specified in its charter) Delaware 001-39351 85-0862255 (State or other jurisdiction of incorporation) (Commission File Nu |
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| March 6, 2025 |
As filed with the Securities and Exchange Commission on March 6, 2025 Table of Contents As filed with the Securities and Exchange Commission on March 6, 2025 Registration No. |
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| March 6, 2025 |
Exhibit 4.7 NUVATION BIO INC., Issuer AND [TRUSTEE], Trustee INDENTURE Dated as of [•], 20 Debt Securities TABLE OF CONTENTS PAGE ARTICLE 1 DEFINITIONS 1 Section 1.01 Definitions of Terms 1 ARTICLE 2 ISSUE, DESCRIPTION, TERMS, EXECUTION, REGISTRATION AND EXCHANGE OF SECURITIES 5 Section 2.01 Designation and Terms of Securities 5 Section 2.02 Form of Securities and Trustee’s Certificate 7 Section 2 |
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| March 6, 2025 |
Form of Preferred Stock Warrant Agreement and Warrant Certificate Exhibit 4.10 NUVATION BIO INC. AND , AS WARRANT AGENT FORM OF PREFERRED STOCK WARRANT AGREEMENT DATED AS OF NUVATION BIO INC. FORM OF PREFERRED STOCK WARRANT AGREEMENT THIS PREFERRED STOCK WARRANT AGREEMENT (this “Agreement”), dated as of [•], between NUVATION BIO INC., a Delaware corporation (the “Company”), and [•], a [corporation] [national banking association] organized and existing under the |
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| March 6, 2025 |
Exhibit 21.1 NUVATION BIO INC. List of Subsidiaries Subsidiary Jurisdiction AnBio Therapeutics (HK) Ltd. Hong Kong AnHeart Therapeutics LLC Delaware AnHeart Therapeutics (Hangzhou) Co., Ltd. China Artemis Merger Sub II Cayman Islands Baoquan Biomedical Technology (Shanghai) Co. Ltd. China Nuvation Bio Operating Company LLC Delaware Nuvation Bio Ireland Limited Ireland Nuvation Bio UK Limited Unite |
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| March 6, 2025 |
CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND REPLACED WITH “[***]”. |
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| March 6, 2025 |
Exhibit 99.1 Nuvation Bio Reports Fourth Quarter and Full Year 2024 Financial Results and Provides Business Update U.S. Food and Drug Administration (FDA) accepted and granted Priority Review to the New Drug Application (NDA) for taletrectinib for advanced ROS1-positive (ROS1+) non-small cell lung cancer (NSCLC); Prescription Drug User Fee Act (PDUFA) goal date of June 23, 2025 Innovent Biologics’ |
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| March 6, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number 001-39351 NUVATION BIO IN |
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| March 6, 2025 |
Employee Incentive Plan, dated January 21, 2025 Exhibit 97.2 NUVATION BIO INC. 2021 EQUITY INCENTIVE PLAN ADOPTED BY THE BOARD OF DIRECTORS: JANUARY 17, 2021 APPROVED BY THE STOCKHOLDERS: FEBRUARY 9, 2021 Amended BY THE Compensation Committee: January 21, 2025 1. GENERAL. (a) Plan Purpose. The Company, by means of the Plan, seeks to secure and retain the services of Employees, Directors and Consultants, to provide incentives for such persons to |
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| March 6, 2025 |
Form of Common Stock Warrant Agreement and Warrant Certificate Exhibit 4.9 NUVATION BIO INC. AND , AS WARRANT AGENT FORM OF CLASS A COMMON STOCK WARRANT AGREEMENT DATED AS OF NUVATION BIO INC. FORM OF CLASS A COMMON STOCK WARRANT AGREEMENT THIS CLASS A COMMON STOCK WARRANT AGREEMENT (this “Agreement”), dated as of [•], between NUVATION BIO INC., a Delaware corporation (the “Company”), and [•], a [corporation] [national banking association] organized and exist |
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| March 6, 2025 |
Form of Debt Securities Warrant Agreement and Warrant Certificate Exhibit 4.11 NUVATION BIO INC. AND , AS WARRANT AGENT FORM OF DEBT SECURITIES WARRANT AGREEMENT DATED AS OF NUVATION BIO INC. FORM OF DEBT SECURITIES WARRANT AGREEMENT THIS DEBT SECURITIES WARRANT AGREEMENT (this “Agreement”), dated as of [•], between NUVATION BIO INC., a Delaware corporation (the “Company”), and [•], a [corporation] [national banking association] organized and existing under the |
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| March 6, 2025 |
Open Market Sale AgreementSM dated March 6, 2025 between Nuvation Bio Inc. and Jefferies LLC. Exhibit 1.2 Execution Version OPEN MARKET SALE AGREEMENTSM March 6, 2025 JEFFERIES LLC 520 Madison Avenue New York, New York 10022 Ladies and Gentlemen: Nuvation Bio Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell from time to time through Jefferies LLC, as sales agent and/or principal (the “Agent”), shares of the Company |
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| March 6, 2025 |
CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND REPLACED WITH “[***]”. |
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| March 5, 2025 |
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): March 3, 2025 Nuvation Bio Inc. (Exact name of registrant as specified in its charter) Delaware 001-39351 85-0862255 (State or other jurisdiction of incorporation) (Commission File Nu |
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| March 4, 2025 |
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): March 3, 2025 Nuvation Bio Inc. (Exact name of registrant as specified in its charter) Delaware 001-39351 85-0862255 (State or other jurisdiction of incorporation) (Commission File Nu |
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| February 12, 2025 |
EX-99 2 exhibit99.txt Exhibit 99 Pursuant to the instructions in Item 7 of Schedule 13G, the following table lists the identity and Item 3 classification, if applicable, of each relevant entity that beneficially owns shares of the security class being reported on this Schedule 13G. Entity ITEM 3 Classification FIAM LLC IA Fidelity Management & Research Company LLC * IA Fidelity Management Trust Co |
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| February 12, 2025 |
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): February 11, 2025 Nuvation Bio Inc. (Exact name of registrant as specified in its charter) Delaware 001-39351 85-0862255 (State or other jurisdiction of incorporation) (Commission Fil |
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| December 6, 2024 |
Exhibit 99 Pursuant to the instructions in Item 7 of Schedule 13G, the following table lists the identity and Item 3 classification, if applicable, of each relevant entity that beneficially owns shares of the security class being reported on this Schedule 13G. |
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| November 6, 2024 |
Exhibit 99.1 Nuvation Bio Reports Third Quarter 2024 Financial Results and Provides Business Update Submitted New Drug Application (NDA) for taletrectinib to the U.S. Food and Drug Administration (FDA) in October for the treatment of patients with advanced ROS1-positive (ROS1+) non-small cell lung cancer (NSCLC), positioning Company to commercialize taletrectinib, if approved, as early as mid-2025 |
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| November 6, 2024 |
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): November 6, 2024 Nuvation Bio Inc. (Exact name of registrant as specified in its charter) Delaware 001-39351 85-0862255 (State or other jurisdiction of incorporation) (Commission File |
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| November 6, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39351 Nuvation Bio Inc. |
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| October 18, 2024 |
NUVB / Nuvation Bio Inc. / Omega Fund V, L.P. - SC 13D/A Activist Investment SC 13D/A 1 d892626dsc13da.htm SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 2)* Nuvation Bio, Inc. (Name of Issuer) Class A Common Stock (Title of Class of Securities) 67080N 101 (CUSIP Number) OTELLO STAMPACCHIA OMEGA FUND V, L.P. 888 BOYLSTON ST., STE. 1111 BOSTON, MA 02199 TELEPHONE: 617-502-6 |
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| October 7, 2024 |
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): October 7, 2024 Nuvation Bio Inc. (Exact name of registrant as specified in its charter) Delaware 001-39351 85-0862255 (State or other jurisdiction of incorporation) (Commission File |
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| September 10, 2024 |
SC 13D 1 tm2423710d1sc13d.htm SC 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* Nuvation Bio Inc. (Name of Issuer) Class A Common stock, $0.0001 par value per share (Title of Class of Securities) 67080N101 (CUSIP Number) Decheng Capital China Life Sciences USD Fund III, L.P. 3000 Sand Hill Road, B |
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| September 5, 2024 |
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): September 3, 2024 Nuvation Bio Inc. (Exact name of registrant as specified in its charter) Delaware 001-39351 85-0862255 (State or other jurisdiction of incorporation) (Commission Fil |
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| August 15, 2024 |
Table of Contents Filed Pursuant to Rule 424(b)(3) Registration No. 333-281255 PROSPECTUS Up to 115,660,186 Shares of Class A Common Stock Offered by the Selling Securityholders Up to 2,893,731 Shares of Class A Common Stock Issuable Upon Exercise of Warrants Up to 2,893,731 Warrants to Purchase Class A Common Stock Offered by the Selling Securityholders This prospectus relates to the issuance by |
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| August 13, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 1) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Def |
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| August 12, 2024 |
NUVATION BIO INC. 1500 Broadway, Suite 1401 New York, New York 10036 NUVATION BIO INC. 1500 Broadway, Suite 1401 New York, New York 10036 August 12, 2024 VIA EDGAR Division of Corporation Finance Office of Life Sciences United States Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 RE: Nuvation Bio Inc. Registration Statement on Form S-3 File No. 333-281255 Ladies and Gentlemen: Nuvation Bio Inc. (the “Registrant”) hereby requests that t |
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| August 5, 2024 |
EX-FILING FEES Exhibit 107 Filing Fee Table Form S-3 (Form Type) NUVATION BIO INC. |
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| August 5, 2024 |
EX-99.1 Exhibit 99.1 Nuvation Bio Reports Second Quarter 2024 Financial Results and Provides Business Update Efficacy and safety data from the pivotal Phase 2 TRUST-I clinical study of taletrectinib, a ROS1 inhibitor, published in the Journal of Clinical Oncology and presented at the 2024 American Society of Clinical Oncology (ASCO) Annual Meeting Company to present pooled data from the pivotal Ph |
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| August 5, 2024 |
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): August 5, 2024 Nuvation Bio Inc. (Exact name of registrant as specified in its charter) Delaware 001-39351 85-0862255 (State or other jurisdiction of incorporation) (Commission File N |
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| August 5, 2024 |
As filed with the Securities and Exchange Commission on August 5, 2024 Table of Contents As filed with the Securities and Exchange Commission on August 5, 2024 Registration No. |
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| August 5, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39351 Nuvation Bio Inc. |
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| July 30, 2024 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 1 |
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| July 16, 2024 |
Kenneth L. Guernsey T: +1 415 693 2091 [email protected] July 16, 2024 Via EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F St., N.E. Washington, D.C. 20549 Attention: Jessica Dickerson Joe McCann Division of Corporate Finance, Office of Life Sciences Re: Nuvation Bio Inc. Preliminary Proxy Statement on Schedule 14A Filed May 24, 2024 File No. 001-39351 Dear M |
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| July 16, 2024 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 1 |
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| June 20, 2024 |
Exhibit 10.3 CONFIDENTIAL In accordance with Item 601(b)(10) of Regulation S-K, certain portions of this exhibit have been omitted because the information (i) is not material and (ii) would likely cause competitive harm to Nuvation Bio if publicly disclosed. The omissions have been indicated by “[**Redacted**]”. LICENSE AND COMMERCIALIZATION AGREEMENT This License and Commercialization Agreement ( |
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| June 20, 2024 |
Exhibit 99.1 ANHEART THERAPEUTICS LTD. (Incorporated in the Cayman Islands with limited liability) Report and Consolidated Financial Statements For the years ended December 31, 2023 and 2022 INDEX TO THE CONSOLIDATED FINANCIAL STATEMENTS Independent Auditor’s Report F-2-3 Consolidated Balance Sheets as of December 31, 2023 and 2022 F-4 Consolidated Statements of Operations and Comprehensive Loss f |
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| June 20, 2024 |
Exhibit 99.2 ANHEART THERAPEUTICS LTD. (Incorporated in the Cayman Islands with limited liability) Unaudited Condensed Consolidated Financial Statements For the Three Months ended March 31, 2024 and 2023 INDEX TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS Unaudited Condensed Consolidated Balance Sheets as of March 31, 2024 and December 31, 2023 F-2 Unaudited Condensed Consolidated S |
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| June 20, 2024 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 9, 2024 Nuvation Bio Inc. (Exact name of registrant as specified in its charter) Delaware 001-39351 85-0862255 (State or other jurisdiction of incorporation) (Commission File |
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| June 20, 2024 |
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS Exhibit 99.3 UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS On April 9, 2024, the Company completed its previously announced acquisition (the “Acquisition”) of AnHeart Therapeutics, Ltd., an exempted company incorporated under the laws of the Cayman Islands (“AnHeart”), pursuant to that certain Agreement and Plan of Merger (the “Merger Agreement”), by and among the Company, AnHeart, A |
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| June 20, 2024 |
Exhibit 10.2 Confidential Execution Version In accordance with Item 601(b)(10) of Regulation S-K, certain portions of this exhibit have been omitted because the information (i) is not material and (ii) would likely cause competitive harm to Nuvation Bio if publicly disclosed. The omissions have been indicated by “[**Redacted**]”. AMENDMENT TO COLLABORATION AND LICENSE AGREEMENT BETWEEN ANHEART THE |
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| June 20, 2024 |
Exhibit 10.1 In accordance with Item 601(b)(10) of Regulation S-K, certain portions of this exhibit have been omitted because the information (i) is not material and (ii) would likely cause competitive harm to Nuvation Bio if publicly disclosed. The omissions have been indicated by “[**Redacted**]”. COLLABORATION AND LICENSE AGREEMENT BETWEEN ANHEART THERAPEUTICS (HANGZHOU) CO., LTD. 葆元生物医药科技（杭州）有 |
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| June 18, 2024 |
Kenneth L. Guernsey T: +1 415 693 2091 [email protected] June 18, 2024 Via EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F St., N.E. Washington, D.C. 20549 Attention: Jessica Dickerson Joe McCann Division of Corporate Finance, Office of Life Sciences Re: Nuvation Bio Inc. Preliminary Proxy Statement on Schedule 14A Filed May 24, 2024 File No. 001-39351 Dear M |
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| May 24, 2024 |
TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule |
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| May 24, 2024 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 1 |
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| May 14, 2024 |
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): May 14, 2024 Nuvation Bio Inc. (Exact name of registrant as specified in its charter) Delaware 001-39351 85-0862255 (State or other jurisdiction of incorporation) (Commission File Num |
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| May 14, 2024 |
/ NUMPAGES 3 Exhibit 10.4 In accordance with Item 601(b)(10) of Regulation S-K, certain portions of this exhibit have been omitted because the information (i) is not material and (ii) would likely cause competitive harm to Nuvation Bio if publicly disclosed. The omissions have been indicated by “[**Redacted**]”. FIRST AMENDMENT TO LICENSE AGREEMENT This first amendment (the "First Amendment") to L |
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| May 14, 2024 |
Non-Employee Director Compensation Policy Exhibit 10.1 Non-Employee Director Compensation Policy of Nuvation Bio Inc. (Adopted April 20, 2023) Non-Employee Directors of Nuvation Bio Inc. (the “Company”) are compensated for service on the Board of Directors of the Company (the “Board”) through a combination of cash retainer and equity awards. In addition, the Company reimburses Non-Employee Directors for reasonable expenses incurred in ser |
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| May 14, 2024 |
20181207 – AnHeart-DS Exclusive License Exhibit 10.3 In accordance with Item 601(b)(10) of Regulation S-K, certain portions of this exhibit have been omitted because the information (i) is not material and (ii) would likely cause competitive harm to Nuvation Bio if publicly disclosed. The omissions have been indicated by “[**Redacted**]”. LICENSE AGREEMENT BETWEEN DAIICHI SANKYO COMPANY, LIMITED A |
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| May 14, 2024 |
Exhibit 10.5 In accordance with Item 601(b)(10) of Regulation S-K, certain portions of this exhibit have been omitted because the information (i) is not material and (ii) would likely cause competitive harm to Nuvation Bio if publicly disclosed. The omissions have been indicated by “[**Redacted**]”. LICENSE AGREEMENT BETWEEN DAIICHI SANKYO COMPANY, LIMITED AND ANHEART THERAPEUTICS INC. LICENSE AGR |
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| May 14, 2024 |
Exhibit 99.1 Nuvation Bio Reports First Quarter 2024 Financial Results and Provides Business Update Acquisition of AnHeart Therapeutics transformed Nuvation Bio into a late-stage, global oncology company with potential to become a commercial organization by the end of 2025 Updated data from the pivotal Phase 2 TRUST-I clinical study of taletrectinib, a ROS1 inhibitor, to be presented at the 2024 A |
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| May 14, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39351 Nuvation Bio Inc. |
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| April 26, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A Amendment No. 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A Amendment No. 1 (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number 001-393 |
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| April 26, 2024 |
302045020 v1 Exhibit 10.21 Incentive Stock Option Agreement This Incentive Stock Option Agreement (this “Agreement”) is made and entered into as of [] by and between AnBio Therapeutics Ltd., an exempted company with limited liability organized and existing under the laws of Cayman Islands (the “Company”) and [] (the “Participant”). Option Shares Type Number of Option Shares Grant Date Exercise Pri |
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| April 26, 2024 |
Exhibit 10.18 June 28, 2019 Gary Hattersley, Ph.D. 22 Brandymeade Circle Stowe, MA 01775 Re: Offer Letter for Chief Scientific Officer Dear Gary: Nuvation Bio Inc. (the "Company") is pleased to offer you the position of Chief Scientific Officer on the terms set forth in this letter agreement (the "Agreement"). You will be responsible for leading and overseeing scien1ific research. drug discovery a |
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| April 26, 2024 |
Exhibit 10.22 Restricted Stock Unit Agreement (New Hire Grant) This Restricted Stock Unit Agreement (this “Agreement”) is made and entered into as of March 24, 2024 (the “Grant Date”) by and between AnHeart Therapeutics Ltd. (f/k/a AnBio Therapeutics Ltd.), an exempted company with limited liability organized and existing under the laws of the Cayman Islands (the “Company”), and , (the “Participan |
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| April 26, 2024 |
Employment Agreement by and between Legacy Nuvation Bio and David Hung, dated February 11, 2019 Exhibit 10.17 EMPLOYMENT AGREEMENT February 11, 2019 David T. Hung 15 Central Park West, Apartment 35D New York, NY 10023 Re: Employment Terms Dear David: This letter agreement (the “Agreement”) will confirm the terms of your employment with RePharmation Inc. (the “Company”) in the position of Chief Executive Officer. You are expected to adhere to the general employment policies and practices of t |
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| April 26, 2024 |
AnBio Therapeutics Ltd 2021 Equity Incentive Plan Exhibit 10.20 AnBio Therapeutics Ltd 2021 EQUITY INCENTIVE PLAN 1. Purpose; Eligibility. 1.1 General Purpose. The name of this plan is the AnBio Therapeutics Ltd 2021 Equity Incentive Plan (the "Plan"). The purposes of the Plan are to (a) enable AnBio Therapeutics Ltd., an exempted company with limited liability incorporated and existing under the laws of Cayman Islands with registered number 3749 |
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| April 26, 2024 |
Letter Agreement by and between David Hung, M.D. and Junyuan Jerry Wang, Ph.D., dated March 24, 2024 Exhibit 10.27 March 24, 2024 Jerry Wang 14 Kent Ct Princeton, NJ 08540 E-mail: [email protected] AnHeart Therapeutics Ltd. 777 3rd Ave New York, NY 10017 Attention: Junyuan (Jerry) Wang E-mail: [email protected] Re: Agreement Regarding Certain Board Matters Dear Dr. Wang (“you” or “Dr. Wang”): As you are aware, concurrently with the execution of this letter agreement (this |
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| April 26, 2024 |
Employment Letter Agreement by and between Nuvation Bio Inc. and David Liu, dated April 30, 2022 Exhibit 10.19 April 30, 2022 Dongfang Liu, MD, PhD 12925 Northeast 100th Lane Kirkland, WA 98033 Re: Offer Letter for Chief Medical Officer Dear Dongfang: Nuvation Bio Inc. (the “Company”) is pleased to offer you the position of Chief Medical Officer on the terms set forth in this letter agreement (the “Agreement”). In this role, you will be a key member of the Executive Committee and will provide |
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| April 18, 2024 |
AnBio Therapeutics Ltd 2021 Equity Incentive Plan Exhibit 99.1 AnBio Therapeutics Ltd 2021 EQUITY INCENTIVE PLAN 1. Purpose; Eligibility. 1.1 General Purpose. The name of this plan is the AnBio Therapeutics Ltd 2021 Equity Incentive Plan (the “Plan”). The purposes of the Plan are to (a) enable AnBio Therapeutics Ltd., an exempted company with limited liability incorporated and existing under the laws of Cayman Islands with registered number 37496 |
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| April 18, 2024 |
As filed with the U.S. Securities and Exchange Commission on April 18, 2024 Table of Contents As filed with the U.S. Securities and Exchange Commission on April 18, 2024 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 NUVATION BIO INC. (Exact name of registrant as specified in its charter) Delaware 85-0862255 (State or other jurisdiction of incorporation or or |
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| April 18, 2024 |
Exhibit 99.3 Restricted Stock Unit Agreement (New Hire Grant) This Restricted Stock Unit Agreement (this “Agreement”) is made and entered into as of March 24, 2024 (the “Grant Date”) by and between AnHeart Therapeutics Ltd. (f/k/a AnBio Therapeutics Ltd.), an exempted company with limited liability organized and existing under the laws of the Cayman Islands (the “Company”), and , (the “Participant |
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| April 18, 2024 |
Exhibit 107 Filing Fee Table Form S-8 (Form Type) NUVATION BIO INC. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount to be Registered (1) Proposed Maximum Offering Price Per Share Proposed Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity Class A common stock, par val |
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| April 18, 2024 |
Exhibit 99.2 Incentive Stock Option Agreement This Incentive Stock Option Agreement (this “Agreement”) is made and entered into as of [] by and between AnBio Therapeutics Ltd., an exempted company with limited liability organized and existing under the laws of Cayman Islands (the “Company”) and [] (the “Participant”). Option Shares Type Number of Option Shares Grant Date Exercise Price per Share ( |
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| April 10, 2024 |
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): April 9, 2024 Nuvation Bio Inc. (Exact name of registrant as specified in its charter) Delaware 001-39351 85-0862255 (State or other jurisdiction of incorporation) (Commission File Nu |
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| April 10, 2024 |
Exhibit 10.1 NUVATION BIO INC. (F/K/A PANACEA ACQUISITION CORP.) and CONTINENTAL STOCK TRANSFER & TRUST COMPANY AMENDED AND RESTATED WARRANT AGREEMENT Dated as of April 9, 2024 THIS AMENDED AND RESTATED WARRANT AGREEMENT (this “Agreement”), dated as of April 9, 2024, is by and between Nuvation Bio Inc. (f/k/a Panacea Acquisition Corp.), a Delaware corporation (the “Company”), and Continental Stock |
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| March 26, 2024 |
NUVB / Nuvation Bio Inc. / Hung David - SC 13D/A Activist Investment SC 13D/A 1 d805443dsc13da.htm SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1 )* NUVATION BIO INC. (Name of Issuer) Class A Common Stock, $0.0001 par value per share (Title of Class of Securities) 67080N 101 (CUSIP Number) David Hung, M.D. c/o Nuvation Bio Inc. 1500 Broadway, Suite 1401 New Yor |
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| March 26, 2024 |
EX-99.G 2 d805443dex99g.htm EX-99.G Exhibit G March 24, 2024 Jerry Wang 14 Kent Ct Princeton, NJ 08540 E-mail: [email protected] AnHeart Therapeutics Ltd. 777 3rd Ave New York, NY 10017 Attention: Junyuan (Jerry) Wang E-mail: [email protected] Re: Agreement Regarding Certain Board Matters Dear Dr. Wang (“you” or “Dr. Wang”): As you are aware, concurrently with the execution |
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| March 25, 2024 |
Exhibit 10.1 FORM OF COMPANY VOTING AGREEMENT ANHEART THERAPEUTICS LTD. VOTING AGREEMENT THIS VOTING AGREEMENT (this “Agreement”), dated as of March 24, 2024, is made by and among ANHEART THERAPEUTICS LTD., an exempted company incorporated under the laws of the Cayman Islands (the “Company”), NUVATION BIO INC., a Delaware corporation (“Parent”), and the undersigned holder (“Shareholder”) of shares |
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| March 25, 2024 |
Exhibit 99.1 Nuvation Bio to Acquire AnHeart Therapeutics in All-Stock Transaction Acquisition transforms Nuvation Bio into late-stage global oncology company with potential to become a commercial organization by the end of 2025 Acquisition adds taletrectinib, a next-generation, potentially best-in-class ROS1 inhibitor with Breakthrough Therapy Designations currently completing two pivotal studies |
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| March 25, 2024 |
Exhibit 10.3 FORM OF LOCK-UP AGREEMENT March 24, 2024 Nuvation Bio Inc. 1500 Broadway, Suite 1401 New York, New York 10036 To whom it may concern: The undersigned signatory of this lock-up agreement (this “Lock-Up Agreement”) understands that Nuvation Bio Inc., a Delaware corporation (including any successor thereto, “Parent”), has entered into an Agreement and Plan of Merger and Reorganization, d |
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| March 25, 2024 |
DRIVEN BY SCIENCE FOCUSED ON LIFE March 25, 2024 Nuvation Bio’s Acquisition of AnHeart Therapeutics Exhibit 99. |
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| March 25, 2024 |
Exhibit 3.1 NUVATION BIO INC. CERTIFICATE OF DESIGNATION OF PREFERENCES, RIGHTS AND LIMITATIONS OF SERIES A NON-VOTING CONVERTIBLE PREFERRED STOCK Pursuant to Section 151 of the General Corporation Law of the State of Delaware THE UNDERSIGNED DOES HEREBY CERTIFY, on behalf of Nuvation Bio Inc., a Delaware corporation (the “Corporation”), that the following resolution was duly adopted by the Board |
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| March 25, 2024 |
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): March 24, 2024 Nuvation Bio Inc. (Exact name of registrant as specified in its charter) Delaware 001-39351 85-0862255 (State or other jurisdiction of incorporation) (Commission File N |
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| March 25, 2024 |
Exhibit 2.1 AGREEMENT AND PLAN OF MERGER AND REORGANIZATION by and among Nuvation Bio Inc., Artemis Merger Sub I, Ltd., Artemis Merger Sub II, Ltd. and AnHeart Therapeutics Ltd Dated as of March 24, 2024 TABLE OF CONTENTS PAGE 1. DESCRIPTION OF TRANSACTION 3 1.1 First Merger and Second Merger 3 1.2 Effect of the Merger 3 1.3 Closing; Effective Time 4 1.4 Certificate of Designation; Organizational |
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| March 25, 2024 |
Form of Voting Agreement, by and among Nuvation Bio Inc., AnHeart Therapeutics Ltd. and David Hung. Exhibit 10.2 FORM OF PARENT VOTING AGREEMENT NUVATION BIO INC. VOTING AGREEMENT THIS VOTING AGREEMENT (this “Agreement”), dated as of March 24, 2024, is made by and among NUVATION BIO INC., a Delaware corporation (“Parent”), ANHEART THERAPEUTICS LTD., an exempted company incorporated under the laws of the Cayman Islands (the “Company”), and the undersigned holder (“Stockholder”) of shares of capit |
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| March 4, 2024 |
As filed with the U.S. Securities and Exchange Commission on March 4, 2024 As filed with the U.S. Securities and Exchange Commission on March 4, 2024 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 NUVATION BIO INC. (Exact name of registrant as specified in its charter) Delaware 85-0862255 (State or other jurisdiction of incorporation or organization) (I.R.S. |
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| March 4, 2024 |
Exhibit 107 Filing Fee Table Form S-8 (Form Type) NUVATION BIO INC. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount to be Registered (1) Proposed Maximum Offering Price Per Share Proposed Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity Class A common stock, par val |
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| February 29, 2024 |
Incentive Compensation Recoupment Policy Exhibit 97.1 Nuvation Bio Inc. Incentive Compensation Recoupment Policy 1. Introduction The Compensation Committee (the “Compensation Committee”) of the Board of Directors (the “Board”) of NUVATION BIO INC., a Delaware corporation (the “Company”), has determined that it is in the best interests of the Company and its stockholders to adopt this Incentive Compensation Recoupment Policy (this “Policy |
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| February 29, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number 001-39351 NUVATION BIO IN |
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| February 29, 2024 |
Exhibit 99.1 Nuvation Bio Reports Fourth Quarter and Full Year 2023 Financial Results and Provides Business Update Determined maximum tolerated dose (MTD) in Phase 1 monotherapy study of NUV-868; Phase 1b studies of NUV-868 in combination with olaparib or enzalutamide remain ongoing Received U.S. Food and Drug Administration (FDA) clearance of Investigational New Drug (IND) application for NUV-151 |
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| February 29, 2024 |
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): February 29, 2024 Nuvation Bio Inc. (Exact name of registrant as specified in its charter) Delaware 001-39351 85-0862255 (State or other jurisdiction of incorporation) (Commission Fil |
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| February 29, 2024 |
Exhibit 19.1 NUVATION BIO INC. INSIDER TRADING POLICY APPROVED BY THE BOARD OF DIRECTORS FEBRUARY 10, 2021 INTRODUCTION This policy determines acceptable transactions in the securities of Nuvation Bio Inc. (the “Company” or “Nuvation”) by our employees, directors and consultants. During the course of your employment, directorship or consultancy with the Company, you may receive important informati |
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| January 8, 2024 |
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): January 8, 2024 Nuvation Bio Inc. (Exact name of registrant as specified in its charter) Delaware 001-39351 85-0862255 (State or other jurisdiction of incorporation) (Commission File |
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| December 14, 2023 |
Resignation letter of Oleg Nodelman dated December 12, 2023. EX-17.1 Exhibit 17.1 December 12, 2023 Daniel Welch Chairman, Nuvation Bio Board of Directors Via email: [email protected] Dear Dan, I am writing to inform you of my decision to leave my position as a Board member of Nuvation Bio, effective immediately. Thank you for the opportunity to contribute. I’ve truly valued the opportunity to work with all of you. I wish the best to you and the other |
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| December 14, 2023 |
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): December 11, 2023 Nuvation Bio Inc. (Exact name of registrant as specified in its charter) Delaware 001-39351 85-0862255 (State or other jurisdiction of incorporation) (Commission Fil |
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| November 27, 2023 |
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): November 27, 2023 Nuvation Bio Inc. (Exact name of registrant as specified in its charter) Delaware 001-39351 85-0862255 (State or other jurisdiction of incorporation) (Commission Fil |
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| November 13, 2023 |
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): November 9, 2023 Nuvation Bio Inc. (Exact name of registrant as specified in its charter) Delaware 001-39351 85-0862255 (State or other jurisdiction of incorporation) (Commission File |
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| November 2, 2023 |
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): November 2, 2023 Nuvation Bio Inc. (Exact name of registrant as specified in its charter) Delaware 001-39351 85-0862255 (State or other jurisdiction of incorporation) (Commission File |
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| November 2, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39351 Nuvation Bio Inc. |
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| November 2, 2023 |
Exhibit 99.1 Nuvation Bio Reports Third Quarter 2023 Financial Results and Provides Business Update Phase 1 monotherapy study of NUV-868 and Phase 1b study of NUV-868 in combination with olaparib or enzalutamide are ongoing Expect to submit an IND for first Drug-Drug Conjugate (DDC) clinical candidate by year end 2023 Strong balance sheet with cash, cash equivalents, and marketable securities of $ |
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| August 3, 2023 |
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): August 3, 2023 Nuvation Bio Inc. (Exact name of registrant as specified in its charter) Delaware 001-39351 85-0862255 (State or other jurisdiction of incorporation) (Commission File N |
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| August 3, 2023 |
EX-99.1 Exhibit 99.1 Nuvation Bio Reports Second Quarter 2023 Financial Results and Provides Business Update Enrollment ongoing in the Phase 1b study of NUV-868 in combination with olaparib or enzalutamide Enrollment ongoing in the Phase 1 monotherapy study of NUV-868 Expect to submit an IND for first Drug-Drug Conjugate (DDC) clinical candidate by year end 2023 Announced formation of oncology-foc |
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| August 3, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39351 Nuvation Bio Inc. |
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| May 16, 2023 |
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): May 16, 2023 Nuvation Bio Inc. (Exact name of registrant as specified in its charter) Delaware 001-39351 85-0862255 (State or other jurisdiction of incorporation) (Commission File Num |
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| May 4, 2023 |
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): May 4, 2023 Nuvation Bio Inc. (Exact name of registrant as specified in its charter) Delaware 001-39351 85-0862255 (State or other jurisdiction of incorporation) (Commission File Numb |
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| May 4, 2023 |
EX-99.1 Exhibit 99.1 Nuvation Bio Reports First Quarter 2023 Financial Results and Provides Business Update Enrollment ongoing in the Phase 1b study of NUV-868 in combination with olaparib or enzalutamide Enrollment ongoing in the Phase 1 monotherapy study of NUV-868 Expect to submit an IND for first Drug-Drug Conjugate (DDC) clinical candidate by year end 2023 Strong balance sheet with cash, cash |
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| May 4, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39351 Nuvation Bio Inc. |
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| May 4, 2023 |
Exhibit 10.1 Non-Employee Director Compensation Policy of Nuvation Bio Inc. (Adopted April 20, 2023) Non-Employee Directors of Nuvation Bio Inc. (the “Company”) are compensated for service on the Board of Directors of the Company (the “Board”) through a combination of cash retainer and equity awards. In addition, the Company reimburses Non-Employee Directors for reasonable expenses incurred in ser |
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| April 4, 2023 |
TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by R |
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| March 16, 2023 |
EX-FILING FEES Exhibit 107 Filing Fee Table Form S-8 (Form Type) NUVATION BIO INC. |
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| March 16, 2023 |
Power of Attorney (included on the signature page). S-8 As filed with the U.S. Securities and Exchange Commission on March 16, 2023 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 NUVATION BIO INC. (Exact name of registrant as specified in its charter) Delaware 85-0862255 (State or other jurisdiction of incorporation or organization) (I.R. |
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| March 15, 2023 |
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): March 15, 2023 Nuvation Bio Inc. (Exact name of registrant as specified in its charter) Delaware 001-39351 85-0862255 (State or other jurisdiction of incorporation) (Commission File N |
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| March 15, 2023 |
EX-99.1 Exhibit 99.1 Nuvation Bio Reports Fourth Quarter and Full Year 2022 Financial Results and Provides Business Update Initiated both dosing regimens of the Phase 1b study of NUV-868 in combination with olaparib or enzalutamide Dosing ongoing for Phase 1 monotherapy study of NUV-868 Nominated undisclosed Drug-Drug Conjugate (DDC) as first clinical candidate; expect to submit an IND by year end |
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| March 15, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number 001-39351 NUVATION BIO IN |
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| March 2, 2023 |
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): February 28, 2023 Nuvation Bio Inc. (Exact name of registrant as specified in its charter) Delaware 001-39351 85-0862255 (State or other jurisdiction of incorporation) (Commission Fil |
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| March 2, 2023 |
EX-99.1 Exhibit 99.1 IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE IN RE NUVATION BIO INC. ) C.A. No. 2023- ) VERIFIED PETITION FOR RELIEF PURSUANT TO 8 DEL. C. § 205 Petitioner Nuvation Bio Inc. (“Nuvation” or the “Company”), by and through its undersigned counsel, brings this petition pursuant to 8 Del. C. § 205, seeking to have this Court validate a corporate act as follows: NATURE OF THE A |
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| February 14, 2023 |
NUVB / Nuvation Bio Inc / Deep Track Capital, LP Passive Investment SC 13G/A 1 deeptrack-nuvb123122a1.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Nuvation Bio Inc. (Name of Issuer) Class A Common Stock, $0.0001 par value per share (Title of Class of Securities) 67080N101 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) C |
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| February 13, 2023 |
NUVB / Nuvation Bio Inc / Omega Fund V, L.P. - SC 13D/A Activist Investment SC 13D/A 1 d462689dsc13da.htm SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 1)* Nuvation Bio, Inc. (Name of Issuer) Class A Common Stock (Title of Class of Securities) 67080N 101 (CUSIP Number) ANNE-MARIE PASTER OMEGA FUND V, L.P. 888 BOYLSTON ST., STE. 1111 BOSTON, MA 02199 TELEPHONE: 617-502-65 |
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| February 9, 2023 |
NUVB / Nuvation Bio Inc / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment SC 13G/A 1 tv01548-nuvationbioinc.htm SCHEDULE 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 1)* Name of issuer: Nuvation Bio Inc. Title of Class of Securities: Common Stock CUSIP Number: 67080N101 Date of Event Which Requires Filing of this Statement: December 30, 2022 Check the appropriate box to designate t |
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| December 23, 2022 |
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): December 23, 2022 Nuvation Bio Inc. (Exact name of registrant as specified in its charter) Delaware 001-39351 85-0862255 (State or other jurisdiction of incorporation) (Commission Fil |
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| December 23, 2022 |
DRIVEN BY SCIENCE FOCUSED ON LIFE December 2022 Exhibit 99.1 Forward looking statements Certain statements included in this presentation (this ?Presentation?) that are not historical facts are forward-looking statements for purposes of the safe harbor provisions under the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements are sometimes accompanied by words s |
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| November 3, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39351 Nuvation Bio Inc. |
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| November 3, 2022 |
Exhibit 99.1 Privileged and confidential Nuvation Bio Reports Third Quarter 2022 Financial Results and Provides Business Update Dosing underway for Phase 1 monotherapy study of NUV-868 in advanced solid tumors Expect to initiate Phase 1b combination study of NUV-868 by the end of 2022 On track to nominate first clinical candidate from Drug-Drug Conjugate (DDC) platform by the end of 2022 Strong fi |
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| November 3, 2022 |
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): November 3, 2022 Nuvation Bio Inc. (Exact name of registrant as specified in its charter) Delaware 001-39351 85-0862255 (State or other jurisdiction of incorporation) (Commission File |
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| August 26, 2022 |
As filed with the U.S. Securities and Exchange Commission on August 26, 2022 As filed with the U.S. Securities and Exchange Commission on August 26, 2022 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 NUVATION BIO INC. (Exact name of registrant as specified in its charter) Delaware 85-0862255 (State or other jurisdiction of incorporation or organization) (I.R.S. |
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| August 26, 2022 |
EX-FILING FEES 4 d352579dexfilingfees.htm EX-FILING FEES Exhibit 107 Filing Fee Table Form S-8 (Form Type) NUVATION BIO INC. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount to be Registered (1) Proposed Maximum Offering Price Per Share Proposed Maximum Aggregate Offering Price Fee Rate Amount |
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| August 4, 2022 |
Exhibit 99.1 Privileged and confidential Nuvation Bio Reports Second Quarter 2022 Financial Results and Provides Business Update Dosing underway for Phase 1 monotherapy study of NUV-868 in advanced solid tumors Strong financial position provides cash runway through 2028; cash, cash equivalents and marketable securities of $703.8 million as of June 30, 2022 New York, August 4, 2022 ? Nuvation Bio I |
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| August 4, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39351 Nuvation Bio Inc. |
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| August 4, 2022 |
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): August 4, 2022 Nuvation Bio Inc. (Exact name of registrant as specified in its charter) Delaware 001-39351 85-0862255 (State or other jurisdiction of incorporation) (Commission File N |
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| August 1, 2022 |
Costs Associated with Exit or Disposal Activities, Results of Operations and Financial Condition 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): August 1, 2022 Nuvation Bio Inc. (Exact name of registrant as specified in its charter) Delaware 001-39351 85-0862255 (State or other jurisdiction of incorporation) (Commission File N |
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| August 1, 2022 |
Exhibit 99.1 Privileged and confidential Nuvation Bio Announces Discontinuation of NUV-422 Clinical Development Program Company prioritizes NUV-868, its BD2 selective BET inhibitor currently in a Phase 1 dose escalation study in advanced solid tumors, and its novel small molecule Drug-Drug Conjugate (DDC) platform Company restructuring and cost savings associated with NUV-422 program discontinuati |
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| June 23, 2022 |
NUVB / Nuvation Bio Inc / Deep Track Capital, LP Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. |
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| May 17, 2022 |
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): May 16, 2022 Nuvation Bio Inc. (Exact name of registrant as specified in its charter) Delaware 001-39351 85-0862255 (State or other jurisdiction of incorporation) (Commission File Num |
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| May 9, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39351 Nuvation Bio Inc. |
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| May 9, 2022 |
Exhibit 99.1 Nuvation Bio Reports First Quarter 2022 Financial Results and Provides Business Update NUV-422 on track for initiation of multiple Phase 1b combination and Phase 2 monotherapy cohorts by the end of 2022 First patient dosed in Phase 1 study of NUV-868 for the treatment of solid tumors On track to select first clinical candidate from Drug-Drug Conjugate (DDC) Program by the end of 2022 |
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| May 9, 2022 |
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): May 9, 2022 Nuvation Bio Inc. (Exact name of registrant as specified in its charter) Delaware 001-39351 85-0862255 (State or other jurisdiction of incorporation) (Commission File Numb |
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| May 9, 2022 |
Exhibit 10.1 Non-Employee Director Compensation Policy of Nuvation Bio Inc. (Adopted April 21, 2022) Non-Employee Directors of Nuvation Bio Inc. (the ?Company?) are compensated for service on the Board of Directors of the Company (the ?Board?) through a combination of cash retainer and equity awards. In addition, the Company reimburses Non-Employee Directors for reasonable expenses incurred in ser |
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| May 9, 2022 |
Exhibit 10.2 NUVATION BIO INC. STOCK OPTION GRANT NOTICE 2021 EQUITY INCENTIVE PLAN?LONG-TERM INCENTIVE PROGRAM Nuvation Bio Inc. (the ?Company?), pursuant to its 2021 Equity Incentive Plan (as amended and/or restated as of the Date of Grant set forth below, the ?Plan?), has granted to Optionholder an option to purchase the number of shares of the Common Stock set forth below (the ?Option?). The O |
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| April 11, 2022 |
Table of Contents Filed Pursuant to Rule 424(b)(3) Registration No. 333-254176 PROSPECTUS Up to 60,936,608 Shares of Class A Common Stock Up to 5,787,472 Shares of Class A Common Stock Issuable Upon Exercise of Warrants Up to 995,833 Warrants to Purchase Class A Common Stock This prospectus relates to the issuance by us of an aggregate of up to 5,787,472 shares of our Class A common stock, $0.0001 |
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| April 4, 2022 |
TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.?) Filed by the Registrant ? Filed by a Party other than the Registrant ?? Check the appropriate box: ?? Preliminary Proxy Statement ?? Confidential, for Use of the Commission Only (as permitted by Rule |
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| March 2, 2022 |
As filed with the U.S. Securities and Exchange Commission on March 2, 2022. Table of Contents As filed with the U.S. Securities and Exchange Commission on March 2, 2022. Registration No. 333-254176 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST EFFECTIVE AMENDMENT NO. 2 TO FORM S-1 ON FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 NUVATION BIO INC. (Exact name of registrant as specified in its charter) Delaware 2834 85-08622 |
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| February 28, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number 001-39351 NUVATION BIO IN |
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| February 28, 2022 |
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): February 28, 2022 Nuvation Bio Inc. (Exact name of registrant as specified in its charter) Delaware 001-39351 85-0862255 (State or other jurisdiction of incorporation) (Commission Fil |
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| February 28, 2022 |
Exhibit 99.1 Nuvation Bio Reports Fourth Quarter and Full Year 2021 Financial Results and Provides Business Update FDA Fast Track Designation and multiple IND applications accepted for lead candidate NUV-422 Multiple milestones expected in 2022 for broad pipeline of potential product candidates Strong balance sheet with cash, cash equivalents and marketable securities of $765.4 million as of Decem |
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| February 11, 2022 |
NUVB / Nuvation Bio Inc / Castle Creek Arbitrage, LLC - AMENDMENT NO. 1 Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No.1 )* Nuvation Bio Inc (F/K/A Panacea Acquisition Corp.) (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 67080N101 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of This Statement) Chec |
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| February 1, 2022 |
Filed Pursuant to Rule 424(b)(3) Registration No. 333-254176 PROSPECTUS SUPPLEMENT NO. 4 (To the Prospectus dated March 31, 2021) Up to 60,936,608 Shares of Class A Common Stock Up to 5,787,472 Shares of Class A Common Stock Issuable Upon Exercise of Warrants Up to 995,833 Warrants to Purchase Class A Common Stock This prospectus supplement supplements the prospectus, dated March 31, 2021 (the ?Pr |
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| January 10, 2022 |
Results of Operations and Financial Condition 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): January 10, 2022 Nuvation Bio Inc. (Exact name of registrant as specified in its charter) Delaware 001-39351 85-0862255 (State or other jurisdiction of incorporation) (Commission File |
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| January 10, 2022 |
Regulation FD Disclosure, Financial Statements and Exhibits 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): January 10, 2022 Nuvation Bio Inc. (Exact name of registrant as specified in its charter) Delaware 001-39351 85-0862255 (State or other jurisdiction of incorporation) (Commission File |
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| January 10, 2022 |
DRIVEN BY SCIENCE FOCUSED ON LIFE January 2022 Exhibit 99.1 Forward looking statements Certain statements included in this presentation (this ?Presentation?) that are not historical facts are forward-looking statements for purposes of the safe harbor provisions under the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements are sometimes accompanied by words su |
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| January 10, 2022 |
Filed Pursuant to Rule 424(b)(3) Registration No. 333-254176 PROSPECTUS SUPPLEMENT NO. 3 (To the Prospectus dated March 31, 2021) Up to 60,936,608 Shares of Class A Common Stock Up to 5,787,472 Shares of Class A Common Stock Issuable Upon Exercise of Warrants Up to 995,833 Warrants to Purchase Class A Common Stock This prospectus supplement supplements the prospectus, dated March 31, 2021 (the ?Pr |
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| November 10, 2021 |
Exhibit 99.1 Nuvation Bio Reports Third Quarter 2021 Financial Results and Provides Business Update Enrollment ongoing in phase 1/2 study of NUV-422 for the treatment of multiple difficult-to-treat cancers Strong balance sheet with cash, cash equivalents and marketable securities of $791.8 million as of September 30, 2021 New York, Nov. 10, 2021 ? Nuvation Bio Inc. (NYSE: NUVB), a biopharmaceutica |
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| November 10, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39351 Nuvation Bio Inc. |
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| November 10, 2021 |
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): November 10, 2021 Nuvation Bio Inc. (Exact name of registrant as specified in its charter) Delaware 001-39351 85-0862255 (State or other jurisdiction of incorporation) (Commission Fil |
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| November 10, 2021 |
Filed Pursuant to Rule 424(b)(3) Registration No. 333-254176 PROSPECTUS SUPPLEMENT NO. 2 (To the Prospectus dated March 31, 2021) Up to 60,936,608 Shares of Class A Common Stock Up to 5,787,472 Shares of Class A Common Stock Issuable Upon Exercise of Warrants Up to 995,833 Warrants to Purchase Class A Common Stock This prospectus supplement supplements the prospectus, dated March 31, 2021 (the ?Pr |
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| October 28, 2021 |
Termination of a Material Definitive Agreement 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): October 22, 2021 Nuvation Bio Inc. (Exact name of registrant as specified in its charter) Delaware 001-39351 85-0862255 (State or other jurisdiction of incorporation) (Commission File |
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| August 12, 2021 |
Exhibit 99.1 Nuvation Bio Reports Second Quarter 2021 Financial Results and Provides Business Update Ongoing enrollment in Phase 1/2 study of lead investigational compound NUV-422 for the treatment of adult patients with malignant gliomas; protocol amendment submitted to expand into additional cancers Strong balance sheet with cash, cash equivalents and marketable securities of $806.6 million as o |
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| August 12, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39351 Nuvation Bio Inc. |
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| August 12, 2021 |
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): August 12, 2021 Nuvation Bio Inc. (Exact name of registrant as specified in its charter) Delaware 001-39351 85-0862255 (State or other jurisdiction of incorporation) (Commission File |
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| August 12, 2021 |
Compensation Arrangements with respect to Non-Employee Directors. NON-EMPLOYEE DIRECTOR COMPENSATION Annual Cash Compensation The annual cash compensation payable to non-employee directors of Nuvation Bio Inc. |
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| August 12, 2021 |
Table of Contents Filed Pursuant to Rule 424(b)(3) Registration No. 333-254176 PROSPECTUS SUPPLEMENT NO. 1 (To the Prospectus dated March 31, 2021) Up to 60,936,608 Shares of Class A Common Stock Up to 5,787,472 Shares of Class A Common Stock Issuable Upon Exercise of Warrants Up to 995,833 Warrants to Purchase Class A Common Stock This prospectus supplement supplements the prospectus, dated March |
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| June 8, 2021 |
As filed with the U.S. Securities and Exchange Commission on June 8, 2021 Table of Contents As filed with the U.S. Securities and Exchange Commission on June 8, 2021 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 NUVATION BIO INC. (Exact name of registrant as specified in its charter) Delaware 85-0862255 (State or other jurisdiction of incorporation or organiz |
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| June 4, 2021 |
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 1, 2021 Nuvation Bio Inc. (Exact name of registrant as specified in its charter) Delaware 001-39351 85-0862255 (State or other jurisdiction of incorporation) (Commission File Num |
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| June 2, 2021 |
Table of Contents Filed Pursuant to Rule 424(b)(3) Registration No. 333-254176 PROSPECTUS Up to 60,936,608 Shares of Class A Common Stock Up to 5,787,472 Shares of Class A Common Stock Issuable Upon Exercise of Warrants Up to 995,833 Warrants to Purchase Class A Common Stock This prospectus relates to the issuance by us of an aggregate of up to 5,787,472 shares of our Class A common stock, $0.0001 |
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| May 25, 2021 |
As filed with the U.S. Securities and Exchange Commission on May 25, 2021. Table of Contents As filed with the U.S. Securities and Exchange Commission on May 25, 2021. Registration No. 333-254176 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST EFFECTIVE AMENDMENT NO. 1 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 NUVATION BIO INC. (Exact name of registrant as specified in its charter) Delaware 2834 85-0862255 (State or |
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| May 21, 2021 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1) (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2020 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission |
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| May 17, 2021 |
Exhibit 99.1 Nuvation Bio Reports First Quarter 2021 Financial Results and Provides Business Update Ongoing enrollment in Phase 1/2 study of NUV-422 in high-grade gliomas Strong balance sheet with cash, cash equivalents and marketable securities of $824.7million as of March 31, 2021 Previously issued 2020 financial statements of Panacea Acquisition Corp. being restated based on recent SEC guidance |
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| May 17, 2021 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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): May 17, 2021 Nuvation Bio Inc. (Exact name of registrant as specified in its charter) Delaware 001-39351 85-0862255 (State or other jurisdiction of incorporation) (Commission File Num |
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| May 17, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39351 Nuvation Bio Inc. |
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| May 14, 2021 |
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): May 14, 2021 Nuvation Bio Inc. (Exact name of registrant as specified in its charter) Delaware 001 - 39351 85-0862255 (State or other jurisdiction of incorporation) (Commission File N |
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| March 31, 2021 |
Table of Contents Filed Pursuant to Rule 424(b)(3) Registration No. 333-254176 PROSPECTUS Up to 60,936,608 Shares of Class A Common Stock Up to 5,787,472 Shares of Class A Common Stock Issuable Upon Exercise of Warrants Up to 995,833 Warrants to Purchase Class A Common Stock This prospectus relates to the issuance by us of an aggregate of up to 5,787,472 shares of our Class A common stock, $0.0001 |
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| March 29, 2021 |
NUVATION BIO INC. 1500 Broadway, Suite 1401 New York, New York 10036 NUVATION BIO INC. 1500 Broadway, Suite 1401 New York, New York 10036 March 29, 2021 Division of Corporation Finance Office of Life Sciences United States Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 RE: Nuvation Bio Inc. Registration Statement on Form S-1 File No. 333-254176 Ladies and Gentlemen: Nuvation Bio Inc. (the ?Registrant?) hereby requests that the U.S. Sec |
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| March 29, 2021 |
Table of Contents As filed with the U.S. Securities and Exchange Commission on March 29, 2021. Registration No. 333-254176 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 1 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 NUVATION BIO INC. (Exact name of registrant as specified in its charter) Delaware 2834 85-0862255 (State or other jurisdi |
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| March 18, 2021 |
United States securities and exchange commission logo March 18, 2021 Jennifer Fox Chief Financial Officer Nuvation Bio Inc. |
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| March 18, 2021 |
United States securities and exchange commission logo March 18, 2021 Jennifer Fox Chief Financial Officer Nuvation Bio Inc. |
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| March 11, 2021 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2020 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number 001-393 |
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| March 11, 2021 |
EX-99.1 Exhibit 99.1 Report of Independent Registered Public Accounting Firm To the Stockholders and Board of Directors Nuvation Bio Inc.: Opinion on the Consolidated Financial Statements We have audited the accompanying consolidated balance sheets of Nuvation Bio Inc. and subsidiaries (the Company) as of December 31, 2020 and 2019, the related consolidated statements of operations and comprehensi |
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| March 11, 2021 |
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): March 9, 2021 Nuvation Bio Inc. (Exact name of registrant as specified in its charter) Delaware 001-39351 85-0862255 (State or other jurisdiction of incorporation) (Commission File Nu |
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| March 11, 2021 |
Power of Attorney (included on signature page) Table of Contents As filed with the U.S. Securities and Exchange Commission on March 11, 2021. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 NUVATION BIO INC. (Exact name of registrant as specified in its charter) Delaware 2834 85-0862255 (State or other jurisdiction of incorporation or |
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| March 11, 2021 |
Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 10, 2021 Nuvation Bio Inc. (Exact name of registrant as specified in its charter) Delaware 001-39351 85-0862255 (State or other jurisdiction of incorporat |
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| March 11, 2021 |
Exhibit 4.4 DESCRIPTION OF SECURITIES As of December 31, 2020, Panacea Acquisition Corp. (?we,? ?our,? ?us? or the ?company?) had the following three classes of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (the ?Exchange Act?): (i) its units, each consisting of one Class A common stock and one-third of one redeemable warrant, (ii) Class A common stock, |
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| March 11, 2021 |
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Exhibit 99.2 MANAGEMENT?S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The following discussion and analysis provide information which our management believes is relevant to an assessment and understanding of our consolidated results of operations and financial condition. You should read the following discussion and analysis of our financial condition and results of ope |
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| March 11, 2021 |
SUMMARY UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION Exhibit 99.3 SUMMARY UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION The following summary unaudited pro forma condensed combined financial information has been derived from the unaudited pro forma condensed combined balance sheet as of December 31, 2020 and the unaudited pro forma condensed combined statements of operations for the year ended December 31, 2020 included in ?Unaudited |
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| February 19, 2021 |
EX-D Exhibit D POWER OF ATTORNEY Date: January 14, 2021 Know all by these presents, that the undersigned hereby constitutes and appoints David Hung and Jennifer Fox of Nuvation Bio Inc. |
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| February 19, 2021 |
SC 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. |
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| February 19, 2021 |
SC 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* NUVATION BIO INC. (Name of Issuer) Class A Common Stock, $0.0001 par value per share (Title of Class of Securities) 67080N 101 (CUSIP Number) David Hung, M.D. c/o Nuvation Bio Inc. 1500 Broadway, Suite 1401 New York, NY 10036 (Name, Address and Tel |
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| February 19, 2021 |
EX-A Exhibit A JOINT FILING STATEMENT I, the undersigned, hereby express my agreement that the attached Schedule 13D (and any amendments thereto) relating to the Class A Common Stock of Nuvation Bio, Inc. |
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| February 16, 2021 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Panacea Acquisition Corp. (Name of Issuer) Class A common stock, par value $0.0001 per share (Title of Class of Securities) 698102100 (CUSIP Number) December 31, 2020 (Date of event which requires filing of this statement) Check the appropriate box to designate the |
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| February 16, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Panacea Acquisition Corp. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 698102100 (CUSIP Number) December 31, 2020 (Date of Event Which Requires Filing of This Statement) Check the appropriate box to des |
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| February 12, 2021 |
Exhibit 10.3 NUVATION BIO INC. 2021 EQUITY INCENTIVE PLAN ADOPTED BY THE BOARD OF DIRECTORS: JANUARY 17, 2021 APPROVED BY THE STOCKHOLDERS: FEBRUARY 9, 2021 1. GENERAL. (a) Plan Purpose. The Company, by means of the Plan, seeks to secure and retain the services of Employees, Directors and Consultants, to provide incentives for such persons to exert maximum efforts for the success of the Company an |
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| February 12, 2021 |
Exhibit 3.2 AMENDED AND RESTATED BYLAWS OF NUVATION BIO INC. (A DELAWARE CORPORATION) 1 AMENDED AND RESTATED BYLAWS OF NUVATION BIO INC. (A DELAWARE CORPORATION) ARTICLE I OFFICES Section 1. Registered Office. The registered office of the corporation in the State of Delaware shall be as set forth in the Amended and Restated Certificate of Incorporation of the corporation (the ?Certificate of Incor |
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| February 12, 2021 |
Code of Business Conduct and Ethics Exhibit 14.1 NUVATION BIO INC. CODE OF BUSINESS CONDUCT AND ETHICS APPROVED BY THE BOARD OF DIRECTORS FEBRUARY 10, 2021 INTRODUCTION We are committed to maintaining the highest standards of business conduct and ethics. This Code of Business Conduct and Ethics (the ?Code?) reflects the business practices and principles of behavior that support this commitment. We expect every employee, officer and |
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| February 12, 2021 |
2021 Employee Stock Purchase Plan Exhibit 10.6 NUVATION BIO INC. 2021 EMPLOYEE STOCK PURCHASE PLAN ADOPTED BY THE BOARD OF DIRECTORS: JANUARY 17, 2021 APPROVED BY THE STOCKHOLDERS: FEBRUARY 9, 2021 1. GENERAL; PURPOSE. (a) The Plan provides a means by which Eligible Employees of the Company and certain Designated Companies may be given an opportunity to purchase shares of Common Stock. The Plan permits the Company to grant a serie |
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| February 12, 2021 |
Exhibit 21.1 NUVATION BIO INC. List of Subsidiaries Subsidiary Jurisdiction Nuvation Bio Operating Company Inc. Delaware Nuvation Holdings, LLC New York RePharmation Ltd. Bermuda |
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| February 12, 2021 |
Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF PANACEA ACQUISITION CORP. Panacea Acquisition Corp., a corporation organized and existing under the laws of the State of Delaware (the ?Company?), does hereby certify that: ONE: The name of the Company is ?Panacea Acquisition Corp.? The original certificate of incorporation of the Company was filed with the Secretary of State of the |
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| February 12, 2021 |
Forms of Option Grant Notice and Option Agreement under the 2021 Equity Incentive Plan Exhibit 10.4 NUVATION BIO INC. STOCK OPTION GRANT NOTICE (2021 EQUITY INCENTIVE PLAN) Nuvation Bio Inc. (the ?Company?), pursuant to its 2021 Equity Incentive Plan (the ?Plan?), has granted to you (?Optionholder?) an option to purchase the number of shares of the Common Stock set forth below (the ?Option?). Your Option is subject to all of the terms and conditions as set forth herein and in the Pl |
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| February 12, 2021 |
Exhibit 10.12 AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this ?Agreement?), dated as of February 10, 2021, is made and entered into by and among Nuvation Bio Inc., a Delaware corporation (formerly known as Panacea Acquisition Corp.) (the ?Company?), EcoR1 Panacea Holdings, LLC, a Delaware limited liability company (the ?Sponsor Holdc |
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| February 12, 2021 |
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): February 10, 2021 Nuvation Bio Inc. (Exact name of registrant as specified in its charter) Delaware 001-39351 85-0862255 (State or other jurisdiction of incorporation) (Commission Fil |
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| February 12, 2021 |
Exhibit 16.1 February 12, 2021 Office of the Chief Accountant Securities and Exchange Commission 100 F Street, NE Washington, D.C. 20549 Ladies and Gentlemen: We have read the statements of Nuvation Bio, Inc., included under Item 4.01 of its Form 8-K dated February 12, 2021. We agree with the statements concerning our Firm under Item 4.01, in which we were informed on February 12, 2021, of our dis |
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| February 12, 2021 |
Forms of RSU Award Grant Notice and Agreement under the 2021 Equity Incentive Plan Exhibit 10.5 NUVATION BIO INC. RSU AWARD GRANT NOTICE (2021 EQUITY INCENTIVE PLAN) Nuvation Bio Inc. (the ?Company?) has awarded to you (the ?Participant?) the number of restricted stock units specified and on the terms set forth below in consideration of your services (the ?RSU Award?). Your RSU Award is subject to all of the terms and conditions as set forth herein and in the Company?s 2021 Equi |
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| February 11, 2021 |
NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES The New York Stock Exchange hereby notifies the SEC of its intention to remove the entire class of the stated securities from listing and registration on the Exchange at the opening of business on February 22, 2021, pursuant to the provisions of Rule 12d2-2 (a). |
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| February 11, 2021 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Panacea Acquisition Corp. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 698102100 (CUSIP Number) December 31, 2020 (Date of Event Which Requires Filing of This Statement) Check the appropriate box to designate the |
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| February 9, 2021 |
8-K 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): February 9, 2021 Panacea Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 001-39351 85-0862255 (State or other jurisdiction of incorporation) (Com |
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| February 8, 2021 |
SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Amendment No. )* Under the Securities Exchange Act of 1934 Panacea Acquisition Corp. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Titles of Class of Securities) 698102100 (CUSIP Number) December 31, 2020 (Date of Event Which Requires Filing of this Statement) Check the appropriate bo |
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| February 8, 2021 |
EX-2 3 d110339dex2.htm EX-2 EXHIBIT 2 POWERS OF ATTORNEY POWER OF ATTORNEY For Executing Schedules 13D and 13G KNOW ALL BY THESE PRESENTS, that the undersigned hereby constitutes and appoints each of Scott Perlen and Sarah Marriott, or any of them, each acting alone, his or her true and lawful attorney-in-fact to: (1) execute for and on behalf of the undersigned a Schedule 13D or 13G, or any amend |
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| February 8, 2021 |
EX-1 EXHIBIT 1 AGREEMENT OF JOINT FILING This joint filing agreement (this “Agreement”) is made and entered into as of this 8th day of February 2021, by and among EcoR1 Panacea Holdings, LLC, EcoR1 Capital Fund, L. |
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| January 20, 2021 |
424B3 Table of Contents Filed Pursuant to Rule 424(b)(3) Registration No. 333-250036 Dear Stockholder: On October 20, 2020, Panacea Acquisition Corp. (“Panacea”), and Panacea Merger Subsidiary Corp. (“Merger Sub”), a direct, wholly owned subsidiary of Panacea, entered into an Agreement and Plan of Merger (as it may be amended from time to time, the “merger agreement”) with Nuvation Bio Inc. (“Nuva |
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| January 19, 2021 |
Amendment No. 3 to Form S-4 As filed with the Securities and Exchange Commission on January 19, 2021 Registration No. 333-250036 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 3 TO FORM S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 PANACEA ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 6770 98-0862255 (State or |
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| January 19, 2021 |
Form of Indemnification Agreement EX-10.8 Exhibit 10.8 FORM OF INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this “Agreement”) dated as of , is made by and between NUVATION BIO INC., a Delaware corporation (the “Company”), and (“Indemnitee”). RECITALS A. The Company desires to attract and retain the services of highly qualified individuals as directors, officers, employees and agents. B. The Company’s amended and restated bylaws ( |
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| January 19, 2021 |
EX-10.21 Exhibit 10.21 FORM OF AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [•], 2021, is made and entered into by and among Nuvation Bio Inc., a Delaware corporation (formerly known as Panacea Acquisition Corp.) (the “Company”), EcoR1 Panacea Holdings, LLC, a Delaware limited liability company (the “Spon |
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| January 19, 2021 |
PANACEA ACQUISITION CORP. 357 Tehama Street, Floor 3 San Francisco, CA 94103 January 19, 2021 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attn: Gavin Newberry Kevin Kuhar David Gessert Mary Beth Breslin RE: Panacea Acquisition Corp. (the ?Company?) Registration Statement on Form S-4 File No. 333-250036 Ladies and Gentlemen: |
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| January 8, 2021 |
Nuvation Bio Inc. Change In Control and Severance Plan EX-10.12 Exhibit 10.12 NUVATION BIO INC. SEVERANCE AND CHANGE IN CONTROL PLAN Section 1. INTRODUCTION. The Nuvation Bio Inc. Severance and Change in Control Plan (the “Plan”) is hereby established by the Board of Directors of Nuvation Bio Inc. (the “Company”) effective as of December 21, 2020. The purpose of the Plan is to provide for the payment of severance and/or Change in Control (as defined b |
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| January 8, 2021 |
Form of Proxy Card to be used by Panacea Acquisition Corp. EX-99.1 Exhibit 99.1 PRELIMINARY PROXY CARD SUBJECT TO COMPLETION PANACEA ACQUISITION CORP. THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS FOR THE SPECIAL MEETING OF STOCKHOLDERS TO BE HELD ON [ ], 2021 The undersigned hereby appoints Scott Perlen and Sarah Marriott, and each of them (with full power to act alone), proxies and attorneys-in-fact, each with the power of substitution and revocatio |
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| January 8, 2021 |
Specimen Class A Common Stock Certificate of New Nuvation Bio. EX-4.4 Exhibit 4.4 NUMBER SHARES CSA- SEE REVERSE SIDE FOR CERTAIN DEFINITIONS INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE CUSIP 67080N 10 1 THIS CERTIFIES THAT is the owner of FULLY PAID AND NON-ASSESSABLE CLASS A COMMON SHARES, $0.0001 PAR VALUE, OF Nuvation Bio Inc. transferable on the books of the Corporation by the holder hereof in person or by Attorney upon surrender of this certifi |
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| January 8, 2021 |
Amendment No. 2 to Form S-4 Table of Contents As filed with the Securities and Exchange Commission on January 8, 2021 Registration No. 333-250036 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 2 TO FORM S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 PANACEA ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 6770 98- |
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| January 8, 2021 |
425 Filed by Panacea Acquisition Corp. Pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: Panacea Acquisition Corp. Commission File No.: 001-39351 On January 8, 2021, Nuvation Bio Inc. (“Nuvation Bio”) published a recorded presentation on its public website about Nuvation |
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| January 8, 2021 |
CORRESP 1 filename1.htm VIA EDGAR ATTN: Gary Newberry Kevin Kuhar David Gessert Mary Beth Breslin Division of Corporation Finance Office of Life Sciences U.S. Securities and Exchange Commission 100 F Street, NE Washington, D.C. 20549 RE: Panacea Acquisition Corp. Amendment No. 1 to Registration Statement on Form S-4 Filed December 18, 2020 File No. 333-250036 Ladies and Gentleman: Set forth below |
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| January 5, 2021 |
425 JANUARY 2021 Filed by Panacea Acquisition Corp. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Panacea Acquisition Corp. Commission File No.: 001-39351 Forward Looking Statements and Disclaimers Disclaimer: This presentation (“Presentation”) has been prepared to assist interested parties |
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| December 31, 2020 |
United States securities and exchange commission logo December 30, 2020 Oleg Nodelman Chief Executive Officer and Chairman Panacea Acquisition Corp 357 Tehama Street, Floor 3 San Francisco, CA 94103 Re: Panacea Acquisition Corp Amendment No. |
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| December 31, 2020 |
United States securities and exchange commission logo December 30, 2020 Oleg Nodelman Chief Executive Officer and Chairman Panacea Acquisition Corp 357 Tehama Street, Floor 3 San Francisco, CA 94103 Re: Panacea Acquisition Corp Amendment No. |
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| December 18, 2020 |
Consent of Kim Blickenstaff to be named as a director. EX-99.3 Exhibit 99.3 December 11, 2020 Panacea Acquisition Corp. 357 Tehama Street, Floor 3 San Francisco, CA 94103 Consent to Reference in Proxy Statement/Prospectus Panacea Acquisition Corp. (the “Company”) has filed a Registration Statement on Form S-4 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”). In connection therewith, I here |
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| December 18, 2020 |
EX-10.10 Exhibit 10.10 COLLABORATION AGREEMENT This Collaboration Agreement (this “Agreement”), dated January 21, 2019 (the “Effective Date”), is by and between RePharmation Inc., a Delaware corporation (“Customer”), RePharmation Limited, a Bermuda company (“Limited”), and SPARCBIO LLC, a Delaware limited liability company (“Consultant”). RECITALS Customer and GIRAFPHARMA LLC, an Affiliate (as def |
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| December 18, 2020 |
Consent of Michelle Doig to be named as a director. EX-99.4 Exhibit 99.4 December 11, 2020 Panacea Acquisition Corp. 357 Tehama Street, Floor 3 San Francisco, CA 94103 Consent to Reference in Proxy Statement/Prospectus Panacea Acquisition Corp. (the “Company”) has filed a Registration Statement on Form S-4 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”). In connection therewith, I here |
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| December 18, 2020 |
Consent of Daniel G. Welch to be named as a director. EX-99.8 Exhibit 99.8 December 11, 2020 Panacea Acquisition Corp. 357 Tehama Street, Floor 3 San Francisco, CA 94103 Consent to Reference in Proxy Statement/Prospectus Panacea Acquisition Corp. (the “Company”) has filed a Registration Statement on Form S-4 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”). In connection therewith, I here |
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| December 18, 2020 |
Consent of Robert B. Bazemore Jr. to be named as a director. EX-99.2 Exhibit 99.2 December 11, 2020 Panacea Acquisition Corp. 357 Tehama Street, Floor 3 San Francisco, CA 94103 Consent to Reference in Proxy Statement/Prospectus Panacea Acquisition Corp. (the “Company”) has filed a Registration Statement on Form S-4 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”). In connection therewith, I here |
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| December 18, 2020 |
Consent of W. Anthony Vernon to be named as a director. EX-99.7 Exhibit 99.7 December 11, 2020 Panacea Acquisition Corp. 357 Tehama Street, Floor 3 San Francisco, CA 94103 Consent to Reference in Proxy Statement/Prospectus Panacea Acquisition Corp. (the “Company”) has filed a Registration Statement on Form S-4 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”). In connection therewith, I here |
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| December 18, 2020 |
Consent of David Hung, M.D. to be named as a director. EX-99.6 Exhibit 99.6 December 11, 2020 Panacea Acquisition Corp. 357 Tehama Street, Floor 3 San Francisco, CA 94103 Consent to Reference in Proxy Statement/Prospectus Panacea Acquisition Corp. (the “Company”) has filed a Registration Statement on Form S-4 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”). In connection therewith, I here |
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| December 18, 2020 |
Consent of Kathryn E. Falberg to be named as a director. EX-99.5 Exhibit 99.5 December 11, 2020 Panacea Acquisition Corp. 357 Tehama Street, Floor 3 San Francisco, CA 94103 Consent to Reference in Proxy Statement/Prospectus Panacea Acquisition Corp. (the “Company”) has filed a Registration Statement on Form S-4 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”). In connection therewith, I here |
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| December 18, 2020 |
Amendment No. 1 to Form S-4 Table of Contents As filed with the Securities and Exchange Commission on December 18, 2020 Registration No. 333-250036 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 1 TO FORM S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 PANACEA ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 6770 9 |
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| December 18, 2020 |
525 UNIVERSITY AVENUE PALO ALTO, CALIFORNIA 94301 FIRM/AFFILIATE OFFICES TEL: (650) 470-4500 FAX: (650) 470-4570 www. |
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| December 18, 2020 |
Offer Letter, dated October 6, 2020, by and between Registrant and Jennifer Fox EX-10.11 Exhibit 10.11 October 6, 2020 Jennifer Fox [ADDRESS] Re: Offer Letter for Chief Financial Officer Dear Jennifer: Nuvation Bio Inc. (the “Company”) is pleased to offer you the position of Chief Financial Officer on the terms set forth in this letter agreement (the “Agreement”). You will be responsible for all the duties associated with the role of Chief Financial Officer and will report to |
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| December 18, 2020 |
EX-10.19 Exhibit 10.19 ASSET ACQUISITION AGREEMENT THIS ASSET ACQUISITION AGREEMENT (the “Agreement”) is made and entered into as of January 21, 2019, by and between: REPHARMATION INC., a Delaware corporation (“Acquiror”); GIRAFPHARMA LLC, a Delaware limited liability company (“Transferor”); and David Hung (“Founder”). Capitalized terms used but not otherwise defined in this Agreement are defined |
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| December 18, 2020 |
EX-10.17 Exhibit 10.17 AGREEMENT OF LEASE Between ZAPCO 1500 INVESTMENT, L.P., Landlord, and NUVATION BIO, INC. Tenant. PREMISES: Portion of the Fourteenth (14th) Floor 1500 Broadway New York, New York Lease Date: June 30th, 2019 TABLE OF CONTENTS Page ARTICLE 1 DEMISE, PREMISES, TERM, RENT 1 ARTICLE 2 USE AND OCCUPANCY 5 ARTICLE 3 ALTERATIONS 6 ARTICLE 4 REPAIRS-FLOOR LOAD 9 ARTICLE 5 WINDOW CLEA |
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| December 10, 2020 |
United States securities and exchange commission logo December 9, 2020 Oleg Nodelman Chief Executive Officer and Chairman Panacea Acquisition Corp 357 Tehama Street, Floor 3 San Francisco, CA 94103 Re: Panacea Acquisition Corp Registration Statement on Form S-4 Filed November 12, 2020 File No. |
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| December 10, 2020 |
United States securities and exchange commission logo December 9, 2020 Oleg Nodelman Chief Executive Officer and Chairman Panacea Acquisition Corp 357 Tehama Street, Floor 3 San Francisco, CA 94103 Re: Panacea Acquisition Corp Registration Statement on Form S-4 Filed November 12, 2020 File No. |
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| December 4, 2020 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Panacea Acquisition Corp. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 698102100 (CUSIP Number) November 24, 2020 (Date of event which requires filing of this statement) Check the appropriate box to designate the rul |
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| November 16, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2020 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-39351 Panacea Acqu |
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| November 12, 2020 |
Exhibit 10.19 ADENDUM Date: June 7, 2019 By and Between Lessor: 585 Howard Street Partners, a California general partnership Lessee: Nuvation Bio Inc., a Delaware corporation Property Address: The entire third floor (approx. 8,200 sq. ft.) of 585 Howard Street, San Francisco, CA 94105 (street address, city, state, zip) Paragraph: 50 Base Rent. Monthly Base Rent payable during the Term shall be as |
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| November 12, 2020 |
2019 Equity Incentive Plan, as amended, of Legacy Nuvation Bio Exhibit 10.13 NUVATION BIO INC. 2019 EQUITY INCENTIVE PLAN ADOPTED BY THE BOARD OF DIRECTORS: March 19, 2019 APPROVED BY THE STOCKHOLDERS: March 20, 2019 AMENDED BY THE BOARD OF DIRECTORS: June 13, 2019 APPROVED BY THE STOCKHOLDERS: June 14, 2019 TERMINATION DATE: March 18, 2029 1. General. (a) Eligible Stock Award Recipients. Employees, Directors and Consultants are eligible to receive Stock Awar |
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| November 12, 2020 |
Agreement of Lease by and between Zapco 1500 Investment, L.P., and the Company, dated June 30, 2019. Exhibit 10.18 AGREEMENT OF LEASE Between ZAPCO 1500 INVESTMENT, L.P., Landlord, and NUVATION BIO, INC. Tenant. PREMISES: Portion of the Fourteenth (14th) Floor 1500 Broadway New York, New York Lease Date: June 30th, 2019 TABLE OF CONTENTS Page ARTICLE 1 DEMISE, PREMISES, TERM, RENT 1 ARTICLE 2 USE AND OCCUPANCY 5 ARTICLE 3 ALTERATIONS 6 ARTICLE 4 REPAIRS-FLOOR LOAD 9 ARTICLE 5 WINDOW CLEANING 10 A |
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| November 12, 2020 |
Exhibit 10.14 NUVATION BIO INC. STOCK OPTION GRANT NOTICE (2019 EQUITY INCENTIVE PLAN) Nuvation Bio Inc. (the ?Company?), pursuant to its 2019 Equity Incentive Plan (as amended and/or restated as of the Date of Grant set forth below, the ?Plan?), has granted to Optionholder an option to purchase the number of shares of the Common Stock set forth below (the ?Option?). The Option is subject to all o |
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| November 12, 2020 |
Exhibit 10.21 STOCK RESTRICTION AGREEMENT THIS STOCK RESTRICTION AGREEMENT (this ?Agreement?) is made as of June 17, 2019, by and between NUVATION BIO INC., a Delaware corporation (the ?Company?), and David T. Hung (?Holder?). WHEREAS, Holder is currently the holder of an aggregate of 281,130,898 shares of the Company?s Common Stock (the ?Stock?); and WHEREAS, the Company and GIRAFPHARMA LLC, a De |
