Nuvation Bio to acquire AnHeart Therapeutics in all-stock merger; AnHeart holders to own ~33%

Nuvation Bio Inc.

Nuvation Bio to acquire AnHeart via merger; will issue ~128.7M shares of Class A common stock and ~2.9M warrants to AnHeart securityholders.
AnHeart shareholders will own about one-third of combined company on fully-diluted basis; Nuvation Bio shareholders retain two-thirds.
Board expands from seven to nine; Junyuan Jerry Wang (Ph.D.) and Xiangmin Cui (Ph.D.) appointed as new directors.
Voting agreements: holders of ~90% of AnHeart shares and Nuvation Bio CEO David Hung (~27% of Nuvation shares) commit to support deal.
Lock-up for 90% of AnHeart shareholders restricts transfer of up to 20% of shares until December 31, 2024.

Key facts

Extracted from this filing and checked against the source text.

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.95

Nuvation Bio Inc. entered into Agreement and Plan of Merger and Reorganization with AnHeart Therapeutics Ltd. (effective 2024-03-24).

Action: entry
Agreement: merger
Counterparty: AnHeart Therapeutics Ltd.
Effective: 2024-03-24

Exact text from the filing

On March 24, 2024, Nuvation Bio Inc., a Delaware corporation (“Nuvation Bio” or the “Company”), entered into an Agreement and Plan of Merger and Reorganization (the “Merger Agreement”) with 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 Company (“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 Company (“Merger Sub II”).

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Nuvation Bio Inc. filing history →

Source: SEC EDGAR

accession 0001193125-24-075908

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