{"schema_version":"secwatch.filing_event.v1","accession":"0001193125-24-091875","form_type":"8-K","ticker":"NUVB","cik":"0001811063","company_name":"Nuvation Bio Inc.","filed_at":"2024-04-10T23:59:59+00:00","discovered_at":"2026-05-14T18:03:20.257935+00:00","generated_at":"2026-06-04T00:30:58.431898+00:00","sec_items":["1.01","2.01","3.02","3.03","5.03","5.02","9.01"],"event_type":"m_and_a","sentiment":"neutral","materiality_score":0.85,"calibrated_materiality_score":0.85,"confidence":"high","headline":"Nuvation Bio completes acquisition of AnHeart Therapeutics; issues ~27.6M shares and ~85M potential convertible shares","bullets":["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."],"urls":{"canonical":"https://secwatch.observer/filing/0001193125-24-091875","json":"https://secwatch.observer/filing/0001193125-24-091875.json","markdown":"https://secwatch.observer/filing/0001193125-24-091875.md","text":"https://secwatch.observer/filing/0001193125-24-091875.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/1811063/000119312524091875/0001193125-24-091875-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1811063/000119312524091875/d824232d8k.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-06-04T00:30:58.431898+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"0e2e170296","claim":"Xiangmin (Min) Cui was appointed as Director at Nuvation Bio Inc..","evidence_excerpt":"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”).","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1811063/000119312524091875/0001193125-24-091875-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"appointed"},{"label":"Role","value":"Director"}],"fact_type":"executive_change"},{"claim_id":"2fd836dd77","claim":"Junyuan (Jerry) Wang was appointed as Director at Nuvation Bio Inc..","evidence_excerpt":"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”).","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1811063/000119312524091875/0001193125-24-091875-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"appointed"},{"label":"Role","value":"Director"}],"fact_type":"executive_change"},{"claim_id":"a0de6bd9b4ba1932fef718c3ccb2a5ebfebb2701","claim":"Nuvation Bio Inc.: Filed Certificate of Designation for Series A Non-Voting Convertible Preferred Stock in connection with the Acquisition (effective 2024-04-09).","evidence_excerpt":"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.","evidence_source":"SEC 8-K Item 5.03/5.05/5.06","evidence_url":"https://www.sec.gov/Archives/edgar/data/1811063/000119312524091875/0001193125-24-091875-index.htm","confidence":0.9,"family_label":"Governance Changes","details":[{"label":"Change","value":"charter amendment"},{"label":"Effective","value":"2024-04-09"}],"fact_type":"governance_change"},{"claim_id":"3d2ee849fa1164a56bf24d2fd5a49b1633051cbf","claim":"Nuvation Bio Inc. completed an acquisition involving AnHeart Therapeutics, Ltd. (closed 2024-04-09).","evidence_excerpt":"On April 9, 2024, the Company completed its previously announced acquisition (the “Acquisition”) of AnHeart Therapeutics, Ltd.","evidence_source":"SEC 8-K Item 2.01/5.01","evidence_url":"https://www.sec.gov/Archives/edgar/data/1811063/000119312524091875/0001193125-24-091875-index.htm","confidence":0.9,"family_label":"M&A Transactions","details":[{"label":"Action","value":"acquisition"},{"label":"Counterparty","value":"AnHeart Therapeutics, Ltd."},{"label":"Closing","value":"2024-04-09"}],"fact_type":"ma_transaction"},{"claim_id":"e22e0c16c0cc9b884e2bc367e8a6e15c375f5a03","claim":"Nuvation Bio Inc. entered into Warrant Agreement with Continental Stock Transfer & Trust Company (effective 2024-04-09).","evidence_excerpt":"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","evidence_source":"SEC 8-K Item 1.01/1.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1811063/000119312524091875/0001193125-24-091875-index.htm","confidence":0.9,"family_label":"Material Agreements","details":[{"label":"Action","value":"entry"},{"label":"Counterparty","value":"Continental Stock Transfer & Trust Company"},{"label":"Effective","value":"2024-04-09"}],"fact_type":"material_agreement"}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}