8-K
filed April 10, 2024, 7:59 PM ET
ticker NUVB
CIK 0001811063
M&A
confidence high
sentiment neutral
materiality 0.85
Nuvation Bio Inc. (NUVB): M&A transaction — Nuvation Bio completes acquisition of AnHeart Therapeutics; issues ~27.6M shares and ~85M potential convertible shares
Nuvation Bio Inc.
- Completed acquisition of AnHeart Therapeutics on April 9, 2024. Issued ~27.6M Class A shares, 851K Series A Convertible Preferred (convertible into ~85.1M shares), and ~2.9M warrants.
- Assumed AnHeart options and RSUs covering ~15.9M Class A shares; AnHeart shareholders own ~1/3 of combined company on fully diluted basis.
- Appointed Dr. Junyuan (Jerry) Wang (former AnHeart CEO) and Dr. Xiangmin (Min) Cui (Decheng Capital) to the board.
- Filed Certificate of Designation for Series A Non-Voting Convertible Preferred; conversion requires stockholder approval.
Key facts
Extracted from this filing and checked against the source text.
Executive change
SEC 8-K Item 5.02
confidence 0.95
Xiangmin (Min) Cui was appointed as Director at Nuvation Bio Inc..
- Action
- appointed
- Role
- Director
Exact text from the filing
Dr. Junyuan (Jerry) Wang and Dr. Xiangmin (Min) Cui, Ph.D. were appointed as Class I and Class III directors, respectively, to the Company’s board of the directors (the “Board”).
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Junyuan (Jerry) Wang was appointed as Director at Nuvation Bio Inc..
- Action
- appointed
- Role
- Director
Exact text from the filing
Dr. Junyuan (Jerry) Wang and Dr. Xiangmin (Min) Cui, Ph.D. were appointed as Class I and Class III directors, respectively, to the Company’s board of the directors (the “Board”).
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
Nuvation Bio Inc.: Filed Certificate of Designation for Series A Non-Voting Convertible Preferred Stock in connection with the Acquisition (effective 2024-04-09).
- Change
- charter amendment
- Effective
- 2024-04-09
Exact text from the filing
On April 9, the Company filed a Certificate of Designation of Preferences, Rights and Limitations of Series A Non-Voting Convertible Preferred Stock (the “Certificate of Designation”) with the Secretary of State of the State of Delaware in connection with the closing of the Acquisition.
View on SEC.gov
M&A Transactions
SEC 8-K Item 2.01/5.01
confidence 0.9
Nuvation Bio Inc. completed an acquisition involving AnHeart Therapeutics, Ltd. (closed 2024-04-09).
- Action
- acquisition
- Counterparty
- AnHeart Therapeutics, Ltd.
- Closing
- 2024-04-09
Exact text from the filing
On April 9, 2024, the Company completed its previously announced acquisition (the “Acquisition”) of AnHeart Therapeutics, Ltd.
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.9
Nuvation Bio Inc. entered into Warrant Agreement with Continental Stock Transfer & Trust Company (effective 2024-04-09).
- Action
- entry
- Counterparty
- Continental Stock Transfer & Trust Company
- Effective
- 2024-04-09
Exact text from the filing
On April 9, 2024, in connection with the Acquisition (as defined below), Nuvation Bio Inc. (the “Company”) entered into the amended and restated warrant agreement (the “Warrant Agreement”) with Continental Stock Transfer & Trust Company, as warrant agent
View on SEC.gov
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