Nuvation Bio Inc 8-K/A, filed Mar 11, 2021

Nuvation Bio Inc. (NUVB)

8-K/A 2021-03-11 For: 2021-02-10

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Added on April 10, 2026

About this 8-K/A

Nuvation Bio Inc filed this 8-K/A on March 11, 2021, reporting on events of February 10, 2021.

Items reported

Item 9.01: Financial statements and exhibits

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Delaware	001-39351	85-0862255
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

1500 Broadway, Suite 1401 New York, NY		10036
(Address of principal executive offices)		(Zip Code)


Title of each class	Trading Symbol(s)	Name of each exchange 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


Exhibit Number		Description

99.1		Audited consolidated financial statements of Legacy Nuvation Bio as of and for the years ended December 31, 2020 and 2019.

99.2		Management’s Discussion and Analysis of Financial Condition and Results of Operations for Legacy Nuvation Bio for the year ended December 31, 2020.

99.3		Unaudited pro forma condensed combined financial information of the Company as of and for the year ended December 31, 2020.


	NUVATION BIO INC.
Dated: March 11, 2021

	By:	/s/ Jennifer Fox
	Name:	Jennifer Fox
	Title:	Chief Financial Officer


December 31,	2020			2019
Assets

Current assets:
Cash and cash equivalents	$	29,755		$	3,469
Prepaid expenses		914			187
Marketable securities available-for-sale, at fair value		185,997			112,893
Investments to be held to maturity, at cost		—			2,508
Interest receivable on marketable securities		1,092			828
Deferred financing costs		2,925			—

Total current assets		220,683			119,885

Property and equipment, net		688			646

Other assets:
Lease security deposit		421			421


Total assets	$	221,792		$	120,952


Liabilities, redeemable convertible preferred stock, and stockholders’ deficit

Current liabilities:
Accounts payable	$	2,171		$	2,030
Accrued expenses		4,380			1,163
Deferred rent		—			11

Total current liabilities		6,551			3,204
Deferred rent - non current		157			—

Total liabilities		6,708			3,204


Commitments and contingencies (Note 15)

Redeemable Series A convertible preferred stock, $0.0001 par value per share; 360,500,000 shares authorized; 347,423,117 and 184,501,999 shares issued and outstanding as of December 31, 2020 and December 31, 2019, respectively (liquidation preference of $268 million as of December 31, 2020)		267,521			141,864

Stockholders’ deficit
Class A and Class B common stock and additional paid in capital, $0.0001 par value per share; 1,174,094,678 shares authorized as of December 31, 2020 (Class A 880,000,000, Class B 294,094,678) and 880,000,000 authorized shares of common stock as of December 31, 2019; 412,963,780 (Class A 118,869,102, Class B 294,094,678) and 400,000,000 shares issued and outstanding as of December 31, 2020 and 2019, respectively		21,961			9,759
Accumulated deficit		(75,955	)		(34,296	)
Accumulated other comprehensive income		1,557			421

Total stockholders’ deficit		(52,437	)		(24,116	)


Total liabilities, redeemable convertible preferred stock, and stockholders’ deficit	$	221,792		$	120,952


For the Years Ended December 31,	2020			2019
Operating expenses:
Research and development	$	32,603		$	25,106
General and administrative		10,948			6,993

Total operating expenses		43,551			32,099


Loss from operations		(43,551	)		(32,099	)


Other income (expense):
Interest income		1,945			1,287
Investment advisory fees		(271	)		(135	)
Realized gain on marketable securities		218			53
Interest expense		—			(2,658	)

Total other income (expense)		1,892			(1,453	)


Loss before income taxes		(41,659	)		(33,552	)

Provision for income taxes		—			—


Net loss	$	(41,659	)	$	(33,552	)

Deemed dividend related to beneficial conversion feature and accretion of discount on Redeemable Series A Convertible Preferred Stock	$	(22,622	)		—

Net loss attributable to common stockholders	$	(64,281	)	$	(33,552	)

Net loss per share attributable to common stockholders, basic and diluted	$	(0.23	)	$	(0.16	)

Weighted average common shares outstanding, basic and diluted		277,529,317			206,672,024


Comprehensive loss:
Net loss	$	(41,659	)	$	(33,552	)
Other comprehensive income, net of taxes:
Change in unrealized gain on available-for-sale securities		1,136			421


Comprehensive loss	$	(40,523	)	$	(33,131	)


	Redeemable Series A Convertible Preferred Stock						Common Stock and Additional Paid-in Capital				Accumulated Deficit			Accumulated Other Comprehensive Income		Total Stockholders' Deficit
	Shares			Amount			Shares		Amount		Accumulated Deficit			Accumulated Other Comprehensive Income		Total Stockholders' Deficit
Balance, at December 31, 2018		—		$	—			110,000,000	$	—	$	(744	)	$	—	$	(744	)

Issuance of shares		—			—			276,036,220		5,011		—			—		5,011
Issuance of shares for purchase of in-process research and development		—			—			13,963,780		4,748		—			—		4,748
Issuance of shares (net of $457 in issuance costs)		161,624,742			124,217			—		—		—			—		—
Issuance of shares on conversion of convertible debt		22,877,257			17,647			—		—		—			—		—
Net loss		—			—			—		—		(33,552	)		—		(33,552	)
Other comprehensive income		—			—			—		—		—			421		421

Balance, December 31, 2019		184,501,999			141,864			400,000,000		9,759		(34,296	)		421		(24,116	)

Issuance of shares (net of $17 in issuance costs) (a)		175,884,898			135,657			—		—		—			—		—
Shares exchanged in recapitalization		(12,963,780	)		(10,000	)		12,963,780		10,000		—			—		10,000
Stock-based compensation		—			—			—		2,202		—			—		2,202
Net loss		—			—			—		—		(41,659	)		—		(41,659	)
Other comprehensive income		—			—			—		—		—			1,136		1,136

Balance, December 31, 2020		347,423,117		$	267,521			412,963,780	$	21,961	$	(75,955	)	$	1,557	$	(52,437	)


	2020		2019
Redeemable Series A convertible preferred stock shares		347,423,117		184,501,999
Class B common stock shares subject to repurchase		92,773,196		—
Common stock shares subject to repurchase		—		154,621,994
Class A common stock options		43,318,218		—


	December 31, 2020
	Total		Level 1		Level 2		Level 3
	(In thousands)
Marketable securities	$	185,997	$	—	$	185,997	$	—


	December 31, 2019
	Total		Level 1		Level 2		Level 3
	(In thousands)
Marketable securities	$	112,893	$	—	$	112,893	$	—


	December 31, 2020
	Amortized Cost		Fair Value		Unrealized Gain
	(In thousands)
Marketable securities:
U.S. government securities	$	97,495	$	98,180	$	685
Corporate bonds		86,945		87,817		872

	$	184,440	$	185,997	$	1,557


	Within one year		After one year through five years		Total
	(In thousands)
U.S. government securities	$	23,881	$	74,299	$	98,180
Corporate bonds		17,788		70,029		87,817

	$	41,669	$	144,328	$	185,997


	December 31 2020			December 31, 2019
	(In thousands)
Computers	$	248		$	190
Furniture and fixtures		312			297
Leasehold improvements		244			172

		804			659
Less accumulated depreciation and amortization		(116	)		(13	)

Total property and equipment, net	$	688		$	646


	December 31, 2020		December 31, 2019
	(In thousands)
Accrued consultant fees	$	278	$	268
Accrued employee compensation		3,231		711
Accrued professional fees		523		—
Accrued other		348		184

	$	4,380	$	1,163


Risk-free interest rate	1.52	%
Expected volatility	85	%
Probability weighted time to exit in years	4


	2020			2019
Balance at beginning of year	$	421		$	—
Unrealized gain		1,354			474
Amount reclassified for gains included in realized gain on marketable securities		(218	)		(53	)

Balance at end of year	$	1,557		$	421


Research and development	$	1,509
General and administrative		693

	$	2,202


	Shares Issuable Pursuant to Stock Options			Weighted- Average Exercise Price		Weighted- Average Remaining Contractual Term (years)
Outstanding December 31, 2019		—		$	—		—
Granted		30,380,090			0.46
Forfeited		(5,954,421	)		0.34
Expired		—			—

Outstanding December 31, 2020		24,425,669			0.47		9.23

Exercisable December 31, 2020		5,505,267			0.35		8.83


Exercise price	$	0.34 — $2.03
Risk-free interest rate		0.37% — 1.64%
Expected volatility		85% — 95%
Expected term in years		6.08 — 6.25
Dividend yield		0%


Derived service period in years		0.48 — 1.67
Exercise price	$	0.90 — $2.03
Risk-free interest rate		0.78	%
Expected volatility		71	%
Expected term in years		5.85 — 6.02
Dividend yield		0	%


	2020			2019
Federal statutory rate		(21.00	)%		(21.00	)%
State income taxes, net of federal benefit		(9.40	)%		(0.86	)%
Permanent differences		1.46	%		0.02	%
Other items		(0.05	)%		0.10	%
Valuation allowance		28.99	%		21.74	%

Effective tax rate		0.00	%		0.00	%


Year ending December 31,
(In thousands)
2021	$	1,229
2022		1,013
2023		552
2024		599
2025		615
Thereafter		711

	$	4,719


	Years Ended December 31,					Increase / (Decrease)
	2020		2019			Increase / (Decrease)
	(In thousands)
Operating expenses:
Research and development	$	32,603	$	25,106		$	7,497
General and administrative		10,948		6,993			3,955

Total operating expenses		43,551		32,099			11,452

Loss from operations		(43,551)		(32,099	)		(11,452)
Other income (expense), net		1,892		(1,453	)		3,345

Net loss	$	(41,659)	$	(33,552	)	$	(8,107)


	Years Ended December 31,
	2020		2019
	(In thousands)
Cash used in operating activities	$	(36,529)	$	(24,432	)
Cash used in investing activities		(70,320)		(115,855	)
Cash provided by financing activities		133,135		143,618

Net increase in cash and cash equivalents		26,286	$	3,331


	Payments Due By Period
	Total		Less than 1 Year		1-3 Years		3-5 Years		More than 5 Years
	(In thousands)
Operating lease obligations	$	4,719	$	1,229	$	1,565	$	1,214	$	711
Agreement with Sparcbio		5,000		5,000	$	0	$	0	$	0

Total	$	9,719	$	6,229	$	1,565	$	1,214	$	711


	Historical						Pro Forma
	Panacea			Legacy Nuvation Bio			Combined
Statement of Operations Data — For the Year Ended December 31, 2020
Total operating expenses	$	3,061		$	43,551		$	42,934
Loss from operations		(3,061	)		(43,551	)		(42,934	)
Net loss		(3,054	)		(41,659	)		(41,035	)
Total comprehensive loss		(3,054	)		(40,523	)		(39,899	)
Basic and diluted net loss per share, Class A redeemable common stock		—			—			—
Basic and diluted net loss per share, Class B common stock		(0.80	)		—			—
Basic and diluted net loss per share, common stock					(0.23	)		(0.21	)


	Panacea (Historical)			Nuvation Bio (Historical)			Pro Forma Adjustments			Note 3			Pro Forma Combined
ASSETS
Current Assets:
Cash and cash equivalents	$	908		$	29,755		$	626,540			(A	)	$	657,203
Available-for-sale securities		—			185,997			—						185,997
Interest receivable on marketable securities		—			1,092			—						1,092
Prepaid expenses and other current assets		339			914			—						1,253
Deferred financing costs		—			2,925			(2,925	)		(B	)		—

Total current assets		1,247			220,683			623,615						845,545
Cash held in Trust Account		143,757			—			(143,757	)		(C	)		—
Property and equipment, net		—			688			—						688
Other long-term assets		—			421			—						421

Total assets	$	145,004		$	221,792		$	479,858					$	846,654

LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
Current liabilities:
Accounts payable	$	4		$	2,171		$	—						2,175
Accrued expenses and other current liabilities		2,795			4,380			—						7,175

Total current liabilities		2,799			6,551			—						9,350
Deferred rent, noncurrent		—			157			—						157
Total liabilities		2,799			6,708			—						9,507

Redeemable and preferred stock
Nuvation Bio Redeemable convertible preferred stock		—			267,521			(267,521	)		(D	)		—
Panacea Class A common stock, subject to possible redemption		137,205			—			(137,205	)		(E	)		—
Stockholders’ equity (deficit)
Preferred stock		—			—			—						—
Panacea Class A common stock		—			—			—						—
Panacea Class B common stock		—			—			—						—
Legacy Nuvation Bio common stock		—			21,961			(21,961	)		(F	)		—
Nuvation Bio Class A common stock		—			—			21			(G	)		21
Nuvation Bio Class B common stock		—			—			—						—
Additional paid-in capital		8,054			—			905,119			(H	)		913,173
Accumulated other comprehensive income (loss)		—			1,557			—						1,557
Retained earnings (accumulated deficit)		(3,054	)		(75,955	)		1,405			(I	)		(77,604	)

Total stockholders’ equity (deficit)		5,000			(52,437	)		884,585						837,147

Total liabilities, redeemable and preferred stock, and stockholders’ equity (deficit)	$	145,004		$	221,792		$	479,858						846,654


	Panacea (Historical)			Nuvation Bio (Historical)			Pro Forma Adjustments (Assuming No Redemptions)			Note 3			Pro Forma Combined (Assuming No Redemptions)
Operating expenses:
Research and development		—			32,603			—						32,603
General and administrative		3,061			10,948			(3,678	)		(J	)		10,331

Total operating expenses		3,061			43,551			(3,678	)					42,934

Loss from operations		(3,061	)		(43,551	)		3,678						(42,934	)

Other income (expense):
Interest income		7			1,945			—						1,952
Investment advisory fees		—			(271	)		—						(271	)
Realized loss on marketable securities		—			218									218

Loss before income taxes		(3,054	)		(41,659	)		3,678						(41,035	)

Provision for income taxes		—			—			—						—

Net income (loss)	$	(3,054	)	$	(41,659	)	$	3,678					$	(41,035	)

Deemed dividend related to beneficial conversion feature and accretion of discount on Redeemable Series A Convertible Preferred Stock	$	—		$	(22,622	)	$	22,622			(K	)	$	—

Net loss attributable to common stockholders	$	(3,054	)	$	(64,281	)	$	26,300					$	(41,035	)

Basic and diluted weighted average Class A redeemable common stock outstanding		14,375,000			—									—

Basic and diluted net loss per share, Class A redeemable stock	$	—		$	—								$	—

Basic and diluted weighted average Class B common stock outstanding		3,840,179			—									—

Basic and diluted net loss per share, Class B common stock	$	(0.80	)	$	—								$	—

Basic and diluted weighted average common shares outstanding,		—			277,529,317									193,360,131

Basic and diluted net loss per share	$	—		$	(0.23	)							$	(0.21	)


Panacea cash held in a trust account	$	143,757	⁽¹⁾
Proceeds from PIPE investment and forward purchase agreement		501,550	⁽²⁾
Payment of estimated transaction costs and deferred underwriter fees for Panacea		(16,034	)⁽³⁾
Payment of estimated transaction costs for Nuvation Bio		(2,699	)⁽⁴⁾
Payment to Panacea Class A common stockholders who exercised their right to redeem their shares		(34	)⁽⁵⁾

	$	626,540


Issuance of Panacea Class A common stock from PIPE investment and forward purchase agreements	$	5
Conversion of Legacy Nuvation Bio Series A preferred stock to Nuvation Bio Class A common stock and Nuvation Bio Class B common stock		7
Reclassification of Panacea Class A common stock subject to redemption		1
Recapitalization of Legacy Nuvation Bio common stock to Nuvation Bio Class A common stock		8

	$	21


Reclassification of Panacea Class A common stock, as noted in Note 3(F)	$	137,395
Issuance of Panacea Class A common stock from PIPE investment and forward purchase agreement, as noted in Note 3(A)		501,545
Conversion of Nuvation Bio Series A preferred stock to Nuvation Bio Class A common stock and Class B common stock, as noted in Note 3(E)		267,514
Recapitalization of historical common stock of Nuvation Bio as noted in Note 3(H)		21,953
Elimination of Panacea retained earnings as noted in Note 3(J)		(3,054	)
Reclassification of Legacy Nuvation deferred offering costs as noted in Note 3(B)		(2,925	)
Reduction in additional paid-in capital for estimated transaction costs		(17,084	)

	$	905,119