David Hung Amends Nuvation Bio Stake

TL;DR

David Hung updated his Nuvation Bio filing. Ownership change.

AI Summary

David Hung, M.D. has amended his Schedule 13D filing for Nuvation Bio Inc. on March 26, 2024. The filing indicates a change in beneficial ownership of the company's Class A Common Stock. Hung's address is listed as c/o Nuvation Bio Inc. in New York.

Why It Matters

This filing signals a potential shift in control or investment strategy for Nuvation Bio Inc., which could impact its stock price and future operations.

Risk Assessment

Risk Level: medium — Amendments to Schedule 13D filings often indicate significant changes in a major shareholder's position, which can lead to increased stock volatility.

Key Players & Entities

• David Hung, M.D. (person) — Filing person and potential beneficial owner
• Nuvation Bio Inc. (company) — Subject company
• Class A Common Stock (security) — Securities subject to the filing
• Panacea Acquisition Corp (company) — Former company name

FAQ

Key Financial Figures

• $0.0001 — Name of Issuer) Class A Common Stock, $0.0001 par value per share (Title of Class o

Filing Documents

• d805443dsc13da.htm (SC 13D/A) — 41KB
• d805443dex99g.htm (EX-99.G) — 21KB
• 0001193125-24-077868.txt ( ) — 64KB

of the Original Statement is hereby

Item 4 of the Original Statement is hereby amended and restated to read in its entirety as follows: The Reporting Person has acquired, and holds, the shares of Class A Common Stock and Class B Common Stock and options to acquire Class A Common Stock reported herein for investment purposes. The Reporting Person may acquire additional securities of the Issuer, depending on market indicators and the business performance of the Issuer, but does not currently plan to purchase a number of shares that would result in a substantial change in the beneficial ownership of the Reporting Person or his ability to influence control of the Issuer. On March 24, 2024, the Issuer entered into an Agreement and Plan of Merger and Reorganization (the Merger Agreement) with AnHeart Therapeutics Ltd. (AnHeart) and other parties, the material terms of which are set forth in a Current Report on Form 8-K filed by the Issuer with the SEC on March 25, 2024 (the AnHeart 8-K). Other than as described above, and except that the Reporting Person may, from time to time or at any time, Stock now owned or hereafter acquired by him to one or more purchasers or pursuant to a trading plan adopted pursuant to Rule 10b5-1 of the Exchange Act as of the date of this Schedule 13D, the Reporting Person does not have any present plans which relate to or would result in: (i) the acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer; (ii) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries; (iii) a sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries; (iv) any change in the present boa

of the Original Statement is hereby supplemented by adding the following at the end of Item 5(a)

Item 5 of the Original Statement is hereby supplemented by adding the following at the end of Item 5(a): (a) As of March 25, 2024, the Reporting Person beneficially owns 61,269,498 shares of Class A Common Stock of the Issuer, comprising (i) 58,281,054 outstanding shares of Class A Common Stock, (ii) 1,000,000 outstanding shares of Class B Common Stock, $0.0001 par value per share, of the Issuer (Class B Common Stock), which are convertible at the holders option (and automatically under certain circumstances) into 1,000,000 shares of Class A Common Stock, and (iii) outstanding options exercisable for 1,988,444 shares of Class A Common Stock within 60 days after March 24, 2024, which in aggregate represents approximately 27.7% of the Class A Common Stock and 100% of the Class B Common Stock, respectively, outstanding as of February 29, 2024. These percentages are calculated in accordance with SEC rules and are based on 218,046,219 shares of Class A Common Stock and 1,000,000 shares of Class B Common Stock outstanding as reported in the Issuers Annual Report on Form 10-K filed with the SEC on February 29, 2024. Item6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

of the Original Statement is hereby supplemented by adding the

Item 6 of the Original Statement is hereby supplemented by adding the following at the end of Item 6: Voting Agreement In connection with the Issuers execution of the Merger Agreement described in Item 4, on March 24, 2024, the Reporting Person entered into a voting agreement with the Issuer and AnHeart pursuant to which the Reporting Person agreed to, among other things, vote or cause to be voted all of the shares of the Issuers common stock held by him in favor of certain proposals to be submitted to the Issuers stockholders for approval. The description of the voting agreement and the related proposals set forth in the AnHeart 8-K is hereby incorporated herein by reference. Letter Agreement In connection with the Issuers execution of the Merger Agreement described in Item 4, on March 24, 2024, the Reporting Person entered into a letter agreement with Junyuan Jerry Wang, Ph.D., and AnHeart pursuant to which the Reporting Person agreed, during the term of the letter agreement, to, among other things, vote or cause to be voted all shares of Class B common stock held by him so as to ensure that Dr. Wang is nominated and re-elected to the Board as a Class B Director (as defined in the Issuers Amended and Restated Certificate of Incorporation). The term of the letter agreement is the period from March 24, 2024 until the earlier of (i) the second anniversary of the Closing (as defined in the Merger Agreement) and (ii) the date Dr. Wang ceases to be employed by, and ceases to provide services to (other than services provided in Dr. Wangs capacity as Class B Director), the Issuer or any of its affiliates. The foregoing descriptions of the voting agreement and the letter agreement do not purport to be complete and are qualified in their entirety by reference to the forms of the voting agreement and the letter agreement, copies of which are filed as Exhibits F and G, respectively, to this Schedule 13D and hereby incorporated herein by reference. Item7. Material

of the Original Statement is hereby supplemented by adding the following at the end of Item 7

Item 7 of the Original Statement is hereby supplemented by adding the following at the end of Item 7: Incorporated by Reference Description Schedule / Form File No. Exhibit Filing Date F. Voting Agreement 8-K 001-39351 10.2 3/25/2024 G. Letter Agreement CUSIP No. 67080N 101 SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: March 26, 2024 /S/ D AVID H UNG David Hung The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized representative (other than an executive officer or general partner of the filing person), evidence of the representatives authority to sign on behalf of such person shall be filed with the statement: provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature. Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001)

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