Nuvation Bio Inc. Files 8-K: Material Agreement & Equity Sales
Ticker: NUVB · Form: 8-K · Filed: Mar 25, 2024 · CIK: 1811063
Sentiment: neutral
Topics: material-agreement, equity-sale, 8-k
TL;DR
Nuvation Bio inked a big deal and sold some stock, filing an 8-K on 3/24.
AI Summary
Nuvation Bio Inc. announced on March 24, 2024, that it entered into a Material Definitive Agreement. The company also disclosed unregistered sales of equity securities and provided updates on financial statements and exhibits. This filing is a current report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.
Why It Matters
This 8-K filing indicates significant corporate activity for Nuvation Bio Inc., including a material definitive agreement and unregistered equity sales, which could impact its financial structure and future operations.
Risk Assessment
Risk Level: medium — The filing involves unregistered sales of equity securities and a material definitive agreement, which can introduce complexities and potential risks related to disclosure and market perception.
Key Players & Entities
- Nuvation Bio Inc. (company) — Registrant
- Panacea Acquisition Corp (company) — Former company name
- March 24, 2024 (date) — Date of earliest event reported
FAQ
What is the nature of the Material Definitive Agreement Nuvation Bio Inc. entered into?
The filing does not specify the details of the Material Definitive Agreement, only that one was entered into on or before March 24, 2024.
What type of equity securities were sold in the unregistered sale?
The filing mentions 'Unregistered Sales of Equity Securities' but does not specify the type of securities involved.
When was Nuvation Bio Inc. formerly known as Panacea Acquisition Corp?
The date of the name change from Panacea Acquisition Corp to Nuvation Bio Inc. was April 30, 2020.
What is the primary business of Nuvation Bio Inc. according to the filing?
Nuvation Bio Inc. is classified under the Standard Industrial Classification code 2834, which is 'PHARMACEUTICAL PREPARATIONS'.
What is the SEC file number for Nuvation Bio Inc.?
The SEC file number for Nuvation Bio Inc. is 001-39351.
Filing Stats: 4,605 words · 18 min read · ~15 pages · Grade level 15.6 · Accepted 2024-03-25 07:06:10
Key Financial Figures
- $0.0001 — which registered Class A Common Stock, $0.0001 par value per share NUVB The New Yo
- $11.50 — of Common Stock at an exercise price of $11.50 per share NUVB.WS The New York Stoc
- $2.2274 — n amount in cash equal to approximately $2.2274 and (2) in lieu of each Consideration W
- $0.1658 — n amount in cash equal to approximately $0.1658. At the First Effective Time, (i) eac
- $2,500,000 — e Merger Agreement, subject to a cap of $2,500,000. Pursuant to a Certificate of Designa
- $0.18 — a cash dividend equal to the product of $0.18 and the applicable Conversion Ratio (as
Filing Documents
- d785312d8k.htm (8-K) — 64KB
- d785312dex21.htm (EX-2.1) — 617KB
- d785312dex31.htm (EX-3.1) — 38KB
- d785312dex101.htm (EX-10.1) — 65KB
- d785312dex102.htm (EX-10.2) — 52KB
- d785312dex103.htm (EX-10.3) — 37KB
- d785312dex991.htm (EX-99.1) — 22KB
- d785312dex992.htm (EX-99.2) — 21KB
- g785312ex99_2s10g1.jpg (GRAPHIC) — 101KB
- g785312ex99_2s11g1.jpg (GRAPHIC) — 80KB
- g785312ex99_2s12g1.jpg (GRAPHIC) — 63KB
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- g785312ex99_2s1g1.jpg (GRAPHIC) — 59KB
- g785312ex99_2s2g1.jpg (GRAPHIC) — 170KB
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- g785312ex99_2s5g1.jpg (GRAPHIC) — 114KB
- g785312ex99_2s6g1.jpg (GRAPHIC) — 108KB
- g785312ex99_2s7g1.jpg (GRAPHIC) — 98KB
- g785312ex99_2s8g1.jpg (GRAPHIC) — 105KB
- g785312ex99_2s9g1.jpg (GRAPHIC) — 99KB
- g785312g0323232429810.jpg (GRAPHIC) — 4KB
- 0001193125-24-075908.txt ( ) — 3239KB
- nuvb-20240324.xsd (EX-101.SCH) — 4KB
- nuvb-20240324_def.xml (EX-101.DEF) — 13KB
- nuvb-20240324_lab.xml (EX-101.LAB) — 22KB
- nuvb-20240324_pre.xml (EX-101.PRE) — 14KB
- d785312d8k_htm.xml (XML) — 6KB
Forward-Looking Statements
Forward-Looking Statements Certain statements included in this Current Report on Form 8-K 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 as "believe," "may," "will," "estimate," "continue," "anticipate," "intend," "expect," "should," "would," "plan," "predict," "potential," "seem," "seek," "future," "outlook" and similar expressions that predict or indicate future events or trends or that are not statements of historical matters. These forward-looking statements include, but are not limited to, statements regarding the anticipated closing of the Merger, expected timing of establishing a commercial organization, potential therapeutic benefit of Nuvation Bio and AnHeart's product candidates, advancement of clinical studies for such product candidates, and the sufficiency of Nuvation Bio's current cash balance to fund ongoing activities. These statements are based on various assumptions, whether or not identified in this Current Report on Form 8-K, and on the current expectations of the management team of Nuvation Bio and are not predictions of actual performance. These forward-looking statements are subject to a number of risks and uncertainties that may cause actual results to differ from those anticipated by the forward-looking statements, including but not limited to the risk that the Merger may not close due to the failure of closing conditions to be satisfied or other reasons and the challenges associated with conducting drug discovery and initiating or conducting clinical trials due to, among other things, difficulties or delays in the regulatory process, enrolling subjects or manufacturing or acquiring necessary products; the emergence or worsening of adverse events or other undesirable side effects; risks associated with preliminary and interim data, which may not
Financial Statements and Exhibits
Financial Statements and Exhibits. (d) Exhibits 2.1 Agreement and Plan of Merger and Reorganization, dated March 24, 2024, by and among Nuvation Bio Inc., AnHeart Therapeutics Ltd., Artemis Merger Sub I, Ltd. and Artemis Merger Sub II, Ltd.* 3.1 Form of Certificate of Designation of Preferences, Rights and Limitations of Series A Non-Voting Convertible Preferred Stock 10.1 Form of Voting Agreement, by and among Nuvation Bio Inc., AnHeart Therapeutics Ltd. and certain shareholders of AnHeart Therapeutics Ltd.* 10.2 Form of Voting Agreement, by and among Nuvation Bio Inc., AnHeart Therapeutics Ltd. and David Hung.* 10.3 Form of Lock-Up Agreement, by and among Nuvation Bio Inc., AnHeart Therapeutics Ltd. and certain shareholders of AnHeart Therapeutics Ltd. 99.1 Joint Press Release of Nuvation Bio Inc. and AnHeart Therapeutics Ltd., dated March 25, 2024. 99.2 Corporate Presentation, dated March 25, 2024. Exhibit 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). * Schedules and exhibits have been omitted pursuant to Item 601(b)(2) of Regulation S-K. A copy of any omitted schedule and/or exhibit will be furnished to the Securities and Exchange Commission upon request. SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Nuvation Bio Inc. Date: March 25, 2024 By: /s/ David Hung, M.D. Name: David Hung, M.D. Title: Chief Executive Officer