Decheng Capital Discloses Nuvation Bio Stake

TL;DR

**Decheng Capital just bought a big chunk of Nuvation Bio. Watch this space.**

AI Summary

On September 10, 2024, Decheng Capital China Life Sciences USD Fund III, L.P. filed an SC 13D, reporting beneficial ownership of Nuvation Bio Inc. common stock. The filing indicates a change in ownership or control, with Decheng Capital China Life Sciences USD Fund III, L.P. now holding a significant stake in the company. The specific percentage of ownership and any associated dollar amounts are detailed within the full filing.

Why It Matters

This filing signals a significant investment or shift in control by Decheng Capital in Nuvation Bio, potentially impacting the company's strategic direction and stock performance.

Risk Assessment

Risk Level: medium — SC 13D filings often indicate activist investors or significant stake acquisitions, which can lead to volatility and strategic changes.

Key Players & Entities

• Decheng Capital China Life Sciences USD Fund III, L.P. (company) — Filing entity
• Nuvation Bio Inc. (company) — Subject company
• DECHENG ANBIO LTD (company) — Group member
• DECHENG CAPITAL GLOBAL HEALTHCARE FUND (MASTER), LP (company) — Group member
• DECHENG CAPITAL GLOBAL HEALTHCARE GP, LLC (company) — Group member
• DECHENG CAPITAL MANAGEMENT III (CAYMAN), LLC (company) — Group member
• XIANGMIN CUI (person) — Group member

FAQ

Key Financial Figures

• $0.0001 — (Name of Issuer) Class A Common stock, $0.0001 par value per share (Title of Class o
• $30,917,678 — elow) at an aggregate purchase price of $30,917,678. On April 9, 2024, the Issuer complete
• $11.50 — A Common Stock at an exercise price of $11.50 per share (the “ Consideration Wa
• $2.90 — ket transactions at prices ranging from $2.90 to $3.00 per share (a weighted-average
• $3.00 — actions at prices ranging from $2.90 to $3.00 per share (a weighted-average price of
• $2.99 — per share (a weighted-average price of $2.99 per share). On June 21, 2024, Healthca
• $2.93 — ket transactions at prices ranging from $2.93 to $3.00 per share (a weighted-average
• $2.98 — per share (a weighted-average price of $2.98 per share). On June 25, 2024, Healthca
• $2.92 — ket transactions at prices ranging from $2.92 to $3.00 per share (a weighted-average
• $2.97 — per share (a weighted-average price of $2.97 per share). On September 3, 2024, the

Filing Documents

• tm2423710d1_sc13d.htm (SC 13D) — 155KB
• 0001104659-24-098630.txt ( ) — 156KB

Security and Issuer

Item 1. Security and Issuer The class of equity security to which this statement on Schedule 13D relates is the Class A Common Stock, $0.0001 par value (“ Class A Common Stock ”) of Nuvation Bio Inc., a Delaware corporation (the “ Issuer ”). The address of the principal executive offices of the Issuer is 1500 Broadway, Suite 1401, New York, NY 10036. Information given in response to each item shall be deemed incorporated by reference in all other items, as applicable.

Identity and Background

Item 2. Identity and Background (a) This Schedule 13D is filed by (i) Decheng Capital China Life Sciences USD Fund III, L.P. (the “ Fund ”); (ii) Decheng Capital Management III (Cayman), LLC (the “ General Partner ”); (iii) Decheng Capital Global Healthcare Fund (Master), LP (“ Healthcare ”); (iv) Decheng Capital Global Healthcare GP, LLC (“ Healthcare GP ”); (v) Decheng Anbio Limited (“ Anbio SPV ”); and (vi) Xiangmin Cui (“ Dr. Cui ”) (collectively, the “ Reporting Persons ”). (b) The address of the principal place of business of the Reporting Persons is 3000 Sand Hill Road, Building 2, Suite 110, Menlo Park, California 94025. (c) The principal business of each of the Fund, Healthcare and Anbio SPV is the venture capital investment business. The principal business of each of the General Partner and Healthcare GP is acting as general partner of the Fund and Healthcare, respectively. The principal occupation of Dr. Cui is serving as manager of the General Partner, indirect managing member of Healthcare GP and director of Anbio SPV. (d) During the last five years, none of the Reporting Persons has been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors). (e) During the last five years, none of the Reporting Persons have been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. (f) Each of the Fund and Healthcare is a Cayman Islands exempted limited partnership, each of the General Partner and Healthcare GP is a Cayman Islands limited liability company, Anbio APV is a private company limited by shares registered in Hong Kong, and Dr. Cui is a

Source and Amount of Funds

Item 3. Source and Amount of Funds or Other Consideration Between May 2019 and March 2024, the Fund, Healthcare, and Anbio SPV purchased an aggregate of (i) 7,200,000 Series A Preferred shares; (ii) 685,714 Series A+ Preferred shares; and (iii) 3,323,667 Series B Preferred shares of AnHeart (as defined below) at an aggregate purchase price of $30,917,678. On April 9, 2024, the Issuer completed the transactions contemplated by the Agreement and Plan of Merger dated as of March 24, 2024 (the “ Merger Agreement ”) by and among the Issuer, AnHeart Therapeutics, Ltd., an exempted company incorporated under the laws of the Cayman Islands (“ AnHeart ”), Artemis Merger Sub I, Ltd., an exempted company incorporated under the laws of the Cayman Islands and a wholly owned subsidiary of the Issuer (“ Merger Sub I ”), and Artemis Merger Sub II, Ltd., an exempted company incorporated under the laws of the Cayman Islands and a wholly owned subsidiary of the Issuer (“ Merger Sub II ”), pursuant to which, among other matters, Merger Sub I merged with and into AnHeart, with AnHeart surviving such merger as a direct, wholly owned subsidiary of the Issuer (the “ First Merger ”). Immediately following the First Merger, AnHeart, as the surviving company of the First Merger, merged with and into Merger Sub II, with Merger Sub II surviving such merger as a direct, wholly owned subsidiary of the Issuer (the “ Second Merger ” and, collectively with the First Merger, as appropriate, the “ Merger ”). Pursuant to the terms of the Merger Agreement, at the effective time of the First Merger (as defined in the Merger Agreement) (the “ First Effective Time ”), the Issuer issued to AnHeart securityholders (i) approximately 27,646,255 shares of Class A Common Stock of the Issuer, (ii) 851,202 shares of Series A Non-Voting Convertible Preferred Stock of the Issuer, par value $0.0001 per share (the &ldqu

Purpose of Transaction

Item 4. Purpose of Transaction The Reporting Persons purchased the aforementioned securities for investment purposes with the aim of increasing the value of their investments and the Issuer. Subject to applicable legal requirements, one or more of the Reporting Persons may purchase additional securities of the Issuer from time to time in open market or private transactions, depending on its evaluation of the Issuer’s business, prospects and financial condition, the market for the Issuer’s securities, other developments concerning the Issuer, the reaction of the Issuer to the Reporting Persons’ ownership of the Issuer’s securities, other opportunities available to the Reporting Persons, and general economic, money market and stock market conditions. In addition, depending upon the factors referred to above, the Reporting Persons may dispose of all or a portion of their securities of the Issuer at any time (including by means of programs adopted pursuant to Rule 10b5-1 under the Securities Exchange Act of 1934 (the “ Act ”)). Each of the Reporting Persons reserve the right to increase or decrease its holdings on such terms and at such times as each may decide. Except as set forth in this Item 4 and Item 6 below, none of the Reporting Persons have a present plan or proposal that relates to or would result in any of the actions specified in clauses (a) through (j) of Item 4 of Schedule 13D of the Act. However, each of the Reporting Persons reserves the right to propose or participate in future transactions which may result in one or more of such actions, including but not limited to, an extraordinary corporate transaction, such as a merger, reorganization or liquidation, sale of a material amount of assets of the Issuer or its subsidiaries, or other transactions which might have the effect of causing the Class A Common Stock to become eligible for termination of registration under Section 12(g) of the Act. The Reporting Persons als

Interest in Securities of the

Item 5. Interest in Securities of the Issuer (a) As of the date hereof, (i) the Fund is the record owner of 1,281,206 shares of Class A Common Stock and Consideration Warrants exercisable for 32,877 shares of Class A Common Stock; (ii) Healthcare is the record for 128,792 shares of Class A Common Stock; and (iii) Anbio SPV is the record owner of 17,062,202 shares of Class A Common Stock and Consideration Warrants exercisable for 437,834 shares of Class A Common Stock. The Fund is controlled by the General Partner and Dr. Cui. As such, each of the General Partner and Dr. Cui may be deemed to share voting and dispositive power over the shares held by the Fund and both the General Partner and Dr. Cui may be deemed to beneficially own the shares held directly by the Fund. Healthcare is controlled directly by Healthcare GP and indirectly by Dr. Cui. As such, each of the Healthcare GP and Dr. Cui may be deemed to share voting and dispositive power over the shares held by Healthcare and both Healthcare GP and Dr. Cui may be deemed to beneficially own the shares held directly by Healthcare. Anbio SPV is controlled directly by Dr. Cui. As such, Dr. Cui may be deemed to share voting and dispositive power over the shares held by Anbio SPV and Dr. Cui may be deemed to beneficially own the shares held directly by Anbio SPV. (b) Number of Shares of Class A Common Stock Power to Vote or Direct the Vote Power to Dispose or Direct the Disposition Reporting Person Sole Shared Sole Shared Beneficial Percentage (1) Decheng Capital China Life Sciences USD Fund III, L.P. 0 1,314,083 0 1,314,083 0.4 % Decheng Capital Management III (Cayman), LLC 0 1,314,083 0 1,314,083 0.4 % Decheng Capital Global Healthcare Fund (Master), LP 0 7,786,377 0 7,786,377 2.3 % Decheng Capital Global Healthcare GP, LLC 0 7,786,377 0 7,786,377

Contracts, Arrangements, Understandings

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer Lock-Up Agreement Concurrently and in connection with the execution of the Merger Agreement, certain AnHeart shareholders (including the Fund, Healthcare and Anbio SPV) entered into lock-up agreements (the “ Lock-Up Agreements ”), pursuant to which each such shareholder has agreed, except in limited circumstances, not to offer, pledge, sell, contract to sell, sell any call option, call warrant or other contract to purchase, purchase any put option, put warrant or other contract to sell, lend or otherwise transfer or dispose of, directly or indirectly, more than 20% of the shares of Class A Common Stock issued to or held by such shareholder, including upon the conversion of the Convertible Preferred Stock or upon the exercise of Consideration Warrants through December 31, 2024. The foregoing description of the Lock-Up Agreements does not purport to be complete and is qualified in its entirety by reference to the form of the Lock-Up Agreement, a copy of which is filed as Exhibit B and is incorporated herein by reference. Amended and Restated Warrant Agreement The Consideration Warrants held by the Fund, Healthcare and Anbio SPV have terms identical to those of the Issuer’s outstanding publicly traded warrants and are exercisable at any time until 5:00 pm Eastern time on February 10, 2026. The exercise price of the Consideration Warrants is $11.50 per share of Class A Common Stock. The foregoing description of the Amended and Restated Warrant Agreement does not purport to be complete and is qualified in its entirety by reference to the Amended and Restated Warrant Agreement, a copy of which is filed as Exhibit C and is incorporated herein by reference. Registration Statement Pursuant to the Merger Agreement, the Issuer was required to file with the SEC, as soon as reasonably practicable after the closing of the Merger, a registration s

Material to be Filed as Exhibits

Item 7. Material to be Filed as Exhibits A. Joint Filing Agreement as required by Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended. B. Form of Lock-Up Agreement, by and among Nuvation Bio Inc., AnHeart Therapeutics Ltd. and certain shareholders of AnHeart

View Full Filing

View this SC 13D filing on SEC EDGAR