Nuvation Bio Inc. Amends Filing with Financial Data

TL;DR

Nuvation Bio filed an amendment with updated financials for Q1 2024 and FY 2023.

AI Summary

Nuvation Bio Inc. filed an 8-K/A on June 20, 2024, to amend a previous filing related to other events and financial statements. The filing includes financial data for the periods ending March 31, 2024, and December 31, 2023, detailing various financial instruments such as convertible preferred stock, warrants, stock options, and restricted stock units.

Why It Matters

This amendment provides updated financial information for Nuvation Bio Inc., which is crucial for investors and stakeholders to assess the company's financial health and performance.

Risk Assessment

Risk Level: low — This filing is an amendment to a previous report and primarily contains updated financial data, not new material events.

Key Numbers

• 2024-03-31 — Financial Period End (Latest interim financial reporting period)
• 2023-12-31 — Financial Period End (Latest annual financial reporting period)

Key Players & Entities

• Nuvation Bio Inc. (company) — Filer of the 8-K/A
• Panacea Acquisition Corp (company) — Former name of Nuvation Bio Inc.
• 20240620 (date) — Filing date of the 8-K/A
• 20240409 (date) — Reported period date

FAQ

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
• $14.3 billion — w marketed as Talzenna), leading to its $14.3 billion sale to Pfizer Inc. ("Pfizer") in 2016.
• $9 million — Agreement, AHT has paid Daiichi Sankyo $9 million in connection with an upfront payment a
• $14 million — addition, we are obligated to pay up to $14 million upon achievement of additional regulato
• $20 million — additional regulatory milestones, up to $20 million upon achievement of commercial sales mi
• $55 million — nt Agreement, AHT Hangzhou has received $55 million in connection with an upfront payment,
• $29 million — ones. In addition, we may receive up to $29 million upon achievement of additional regulato
• $105 million — additional regulatory milestones, up to $105 million upon achievement of commercial mileston
• $40 million — ant to the NK Agreement, AHT received a $40 million upfront payment. In addition, we may re
• $25 million — nt payment. In addition, we may receive $25 million upon achievement of a regulatory milest
• $35 million — vement of a regulatory milestone, up to $35 million upon achievement of commercial mileston

Filing Documents

• d837366d8ka.htm (8-K/A) — 312KB
• d837366dex101.htm (EX-10.1) — 220KB
• d837366dex102.htm (EX-10.2) — 44KB
• d837366dex103.htm (EX-10.3) — 189KB
• d837366dex231.htm (EX-23.1) — 2KB
• d837366dex991.htm (EX-99.1) — 459KB
• d837366dex992.htm (EX-99.2) — 341KB
• d837366dex993.htm (EX-99.3) — 376KB
• g837366g0618074621001.jpg (GRAPHIC) — 8KB
• g837366g0618075244131.jpg (GRAPHIC) — 7KB
• g837366sp071.jpg (GRAPHIC) — 102KB
• g837366sp073.jpg (GRAPHIC) — 92KB
• g837366sp074.jpg (GRAPHIC) — 32KB
• g837366sp075a.jpg (GRAPHIC) — 35KB
• g837366sp075b.jpg (GRAPHIC) — 95KB
• g837366sp076.jpg (GRAPHIC) — 24KB
• g837366sp076a.jpg (GRAPHIC) — 41KB
• g837366sp079.jpg (GRAPHIC) — 18KB
• g837366sp080.jpg (GRAPHIC) — 22KB
• g837366sp081.jpg (GRAPHIC) — 30KB
• g837366sp082.jpg (GRAPHIC) — 36KB
• g837366sp083.jpg (GRAPHIC) — 23KB
• g837366sp084.jpg (GRAPHIC) — 33KB
• g837366sp085a.jpg (GRAPHIC) — 115KB
• g837366sp085b.jpg (GRAPHIC) — 72KB
• g837366sp086.jpg (GRAPHIC) — 21KB
• g837366sp087a.jpg (GRAPHIC) — 41KB
• g837366sp087b.jpg (GRAPHIC) — 26KB
• 0001193125-24-164595.txt ( ) — 6511KB
• nuvb-20240409.xsd (EX-101.SCH) — 28KB
• nuvb-20240409_cal.xml (EX-101.CAL) — 23KB
• nuvb-20240409_def.xml (EX-101.DEF) — 126KB
• nuvb-20240409_lab.xml (EX-101.LAB) — 166KB
• nuvb-20240409_pre.xml (EX-101.PRE) — 151KB
• d837366d8ka_htm.xml (XML) — 346KB

From the Filing

8-K/A 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 Number) (I.R.S. Employer Identification No.) 1500 Broadway , Suite 1401 New York , NY 10036 (Address of principal executive offices) (332) 208-6102 (Registrant's telephone number, including area code) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) Pre-commencement communications pursuant to Rule 13e-4(c) under Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol(s) Name of each exchange on which registered Class A Common Stock, $0.0001 par value per share NUVB The New York Stock Exchange Redeemable Warrants, each whole warrant exercisable for one share of Common Stock at an exercise price of $11.50 per share NUVB.WS The New York Stock Exchange Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933(230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (240.12b-2 of this chapter). Emerging growth company If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. Table of Contents Introductory Note This Amendment No. 1 on Form 8-K/A (this "Amendment No. 1") includes an additional Item 8.01 and amends Item 9.01 of the Current Report on Form 8-K filed by Nuvation Bio Inc. (the "Company") on April 10, 2024 (the "Original Report"), in which the Company reported, among other events, the completion of the acquisition of AnHeart. This Amendment No. 1 (i) includes an updated description of the Company's business reflecting this acquisition and (ii) amends the financial statements provided under Items 9.01(a) and 9.01(b) in the Original Report to include (a) the audited consolidated financial statements of AnHeart for the years ended December 31, 2023 and 2022, (b) the unaudited condensed consolidated financial statements of AnHeart for the quarterly periods ended March 31, 2024 and 2023 and (c) the unaudited pro forma condensed combined financial information of the Company as of and for the year ended December 31, 2023 and the quarterly period ended March 31, 2024 . This Amendment No. 1 does not amend any other item of the Original Report or purport to provide an update or a discussion of any developments at the Company subsequent to the filing date of the Original Report. Capitalized terms used but not defined herein have the meanings given in the O rig inal Report. Item8.01. Other Events. The description of the Company's business set forth in Item 1 of its Annual Report on Form 10-K filed on Feb ruar y 29, 2024 (the "Form 10-K") does not reflect the completion of the acquisition of AnHeart on April 9, 2024. The following description of the Company's business has been updated to reflect the completion of this acquisition and supersedes in its entirety Item 1 set forth in the Form 10-K. The Company's risk factor disclosure set forth in its Quarterly Report on Form 10-Q filed on May 14, 2024 was updated to reflect the acquisition of AnHeart and supersedes in its entirety the risk factor disclosure set forth in Item 1A of the Form 10-K. Description of Our Business. Business Combination of Panacea Acquisition Corp. and Nuvation Bio Inc. On February 10, 2021, (the "Closing Date"), Nuvation Bio Inc., a Delaware corporation ("Legacy Nuvation Bio"), Panacea Acquisition Corp. ("Panacea"), and Panacea Merger Subsidiary Corp, a Delaware corporation and a direct, wholly owned subsidiary of Panacea (" Merger Sub") consummated the transactions contemplated by an Agreement and Plan of Merger among them dated October 20, 2020 ("Merger Agreement"). Pursuant to the terms of the Merger Agreement, a business combination of Panacea and Legacy Nuvation Bio was effected through the merger of Merger Sub with and into Legacy Nuvation Bio, with Legacy Nuvation Bio surviving as a wholly owned subsidiary of Panacea (the "Merger"). On the Closing Date, Legacy Nuvation Bio changed its name to Nuvation Bio Opera

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View this 8-K/A filing on SEC EDGAR