8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENTREPORT

PURSUANT TO SECTION 13 OR 15(D)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): February 9, 2021

Panacea Acquisition Corp.

(Exact name of registrant as specified in its charter)

(415) 966-0807

(Registrant’s telephone number, including area code)

Not Applicable

(Formername or former address, if changed since last report)

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:

Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:

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 CertainOfficers; Compensatory Arrangements of Certain Officers

2021 Equity Incentive Plan

On February 9, 2021, in connection with a special meeting of stockholders (the “Special Meeting”), stockholders of Panacea Acquisition Corp. (the “Company” or “Panacea”) approved the Panacea Acquisition Corp. 2021 Equity Incentive Plan (the “2021 Plan”), which initially makes available a maximum number of shares of New Nuvation Bio’s (“New Nuvation Bio” refers to Panacea after consummation of the Merger) Class A common stock equal to 18.5% of the total number of shares of common stock of New Nuvation Bio issued and outstanding (or issuable upon conversion or exercise of outstanding instruments) as of immediately after the consummation of the Merger (as defined below) (the “Closing”). Based on New Nuvation Bio’s anticipated capital stock upon the Closing, this will be approximately 50,684,047 shares of New Nuvation Bio’s Class A common stock. Additionally, New Nuvation Bio Class A common stock reserved for issuance under the 2021 Plan will automatically increase on January 1 of each year, starting on January 1, 2022 and ending on and including January 1, 2031, in an amount equal to the lesser of 4% of the aggregate number of shares of New Nuvation Bio common stock outstanding (or issuable upon conversion or exercise of outstanding instruments) on the final day of the immediately preceding calendar year or such smaller number of shares as is determined by New Nuvation Bio’s board of directors. The maximum number of shares of New Nuvation Bio Class A common stock that may be issued pursuant to the exercise of incentive stock options granted under the 2021 Plan is 152,052,141 (300% of the initial share reserve described above). A summary of the 2021 Plan is included in our definitive Proxy Statement (the “Definitive Proxy”) for the Special Meeting filed with the Securities and Exchange Commission (the “Commission”) on January 20, 2021 and is incorporated by reference, which summary is qualified in all respects by the full text of the 2021 Plan, included as Annex D to the Definitive Proxy.

2021 Employee Stock Purchase Plan

On February 9, 2021, in connection with the Special Meeting, stockholders of Panacea approved the Panacea Acquisition Corp. 2021 Employee Stock Purchase Plan (the “2021 ESPP”), which initially makes available for sale a maximum number of shares of New Nuvation Bio’s Class A common stock equal to 2% of the total number of shares of New Nuvation Bio common stock issued and outstanding (or issuable upon conversion or exercise of outstanding instruments) as of immediately after the Closing. Based on New Nuvation Bio’s anticipated capital stock upon the Closing, this will be approximately 4,750,354 shares of New Nuvation Bio’s Class A common stock. Additionally, New Nuvation Bio Class A common stock reserved for issuance under the 2021 ESPP will automatically increase on January 1 of each year, starting on January 1, 2022 and ending on and including January 1, 2031, in an amount equal to the lesser of (i) 1% of the aggregate number of shares of New Nuvation Bio common stock outstanding (or issuable upon conversion or exercise of outstanding instruments) on the final day of the immediately preceding calendar year, (ii) 9,500,708 shares (200% of the initial share reserve described above) or (iii) such smaller number of shares as is determined by New Nuvation Bio’s board of directors. A summary of the 2021 ESPP is included in our Definitive Proxy for the Special Meeting filed with the Commission on January 20, 2021 and is incorporated by reference, which summary is qualified in all respects by the full text of the 2021 ESPP, included as Annex E to the Definitive Proxy.

Item 5.07 Submission of Matters to a Vote of Security Holders.

Panacea held the Special Meeting on February 9, 2021 at 11:00 a.m. Pacific Time virtually, at which holders of 15,800,915 shares of the Company’s common stock (consisting of 14,862,500 shares of Class A common stock and 3,593,750 shares of Class B common stock) were present in person or by proxy, representing 85.61% of the Company’s common stock outstanding and entitled to vote as of the record date of December 29, 2020, and constituting a quorum for transaction of business. The final voting results for each matter submitted to a vote of the Company stockholders at the Special Meeting are set forth below:

Though not guaranteed, Panacea expects to close the Merger and other transactions described in the Merger Agreement on February 10, 2021, subject to customary closing conditions, and for the New Nuvation Bio common stock and warrants to begin publicly trading on the New York Stock Exchange under the new symbols “NUVB” and “NUVBW”, respectively, on February 11, 2021.

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.

[Signature Page to 8-K – Results of Special Meeting]