8-K
Nuvation Bio Inc. (NUVB)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 11, 2023
Nuvation Bio Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 001-39351 | 85-0862255 |
|---|---|---|
| (State or other jurisdiction<br>of incorporation) | (Commission<br>File Number) | (I.R.S. Employer<br>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)) |
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Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading<br>Symbol(s) | Name of each exchange<br>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. ☐
| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
|---|
On December 11, 2023, Oleg Nodelman notified Nuvation Bio Inc. (the “Company”) of his intent to resign as a member of the Company’s Board of Directors (the “Board”), and he subsequently delivered a letter to the Board on December 12, 2023 documenting his resignation effective immediately. Mr. Nodelman is not a member of any committees of the Board. The Company wishes to thank Mr. Nodelman for his dedicated and important service as a member of the Board.
Mr. Nodelman’s resignation is not as a result of any disagreement with the Company or any of its subsidiaries on any matters related to their operation, policies or practices. A copy of Mr. Nodelman’s resignation letter dated December 12, 2023 is attached hereto as Exhibit 17.1.
| Item 9.01. | Financial Statements and Exhibits. |
|---|
(d) Exhibits
| 17.1 | Resignation letter of Oleg Nodelman dated December 12, 2023. |
|---|---|
| 104 | Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document. |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Nuvation Bio Inc. | ||
|---|---|---|
| Date: December 14, 2023 | By: | /s/ David Hung, M.D. |
| Name: | David Hung, M.D. | |
| Title: | Chief Executive Officer |
EX-17.1
Exhibit 17.1
December 12, 2023
Daniel Welch
Chairman, Nuvation Bio Board of Directors
Via email: danielgwelch@gmail.com
Dear Dan,
I am writing to inform you of my decision to leave my position as a Board member of Nuvation Bio, effective immediately.
Thank you for the opportunity to contribute. I’ve truly valued the opportunity to work with all of you. I wish the best to you and the other members going forward.
Sincerely,
| /s/ Oleg Nodelman | |
|---|---|
| Oleg Nodelman | |
| EcoR1 Capital LLC | |
| Cc: | David Hung |
| --- | --- |
Robert Bazemore
Tony Vernon
Kim Blickenstaff
Kate Falberg
