0001415889-24-010738.txt : 20240411 0001415889-24-010738.hdr.sgml : 20240411 20240411210101 ACCESSION NUMBER: 0001415889-24-010738 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20240409 FILED AS OF DATE: 20240411 DATE AS OF CHANGE: 20240411 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Cui Xiangmin CENTRAL INDEX KEY: 0001487815 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39351 FILM NUMBER: 24839812 MAIL ADDRESS: STREET 1: NO. 14 EAST HUSHAN ROAD STREET 2: TAI'AN CITY CITY: SHANDONG STATE: F4 ZIP: 000000 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Nuvation Bio Inc. CENTRAL INDEX KEY: 0001811063 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] ORGANIZATION NAME: 03 Life Sciences IRS NUMBER: 850862255 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 357 TEHAMA STREET, FLOOR 3 CITY: SAN FRANCISCO STATE: CA ZIP: 94103 BUSINESS PHONE: (415) 754-3517 MAIL ADDRESS: STREET 1: 357 TEHAMA STREET, FLOOR 3 CITY: SAN FRANCISCO STATE: CA ZIP: 94103 FORMER COMPANY: FORMER CONFORMED NAME: Panacea Acquisition Corp DATE OF NAME CHANGE: 20200430 4 1 form4-04122024_010452.xml X0508 4 2024-04-09 0001811063 Nuvation Bio Inc. NUVB 0001487815 Cui Xiangmin C/O NUVATION BIO INC. 1500 BROADWAY, SUITE 1401 NEW YORK NY 10036 true false false false 0 Class A Common Stock 2024-04-09 4 A 0 314106 A 314106 I By Decheng Capital China Life Sciences USD Fund III, L.P. Class A Common Stock 2024-04-09 4 A 0 1675236 A 1675236 I By Decheng Capital Global Healthcare Fund (Master), LP Class A Common Stock 2024-04-09 4 A 0 4183002 A 4183002 I By Decheng Anbio Limited Received pursuant to the Agreement and Plan of Merger and Reorganization, dated as of March 24, 2024, by and among Nuvation Bio Inc. (the "Issuer"), AnHeart Therapeutics Ltd. ("AnHeart"), Artemis Merger Sub I, Ltd., a wholly owned subsidiary of the Issuer ("Merger Sub I"), and Artemis Merger Sub II, Ltd., a wholly owned subsidiary of the Issuer ("Merger Sub II"), whereby Merger Sub I merged with and into AnHeart, with AnHeart surviving such merger as a direct, wholly owned subsidiary of the Issuer (the "First Merger"). Immediately following the First Merger, AnHeart, as the surviving company of the First Merger, merged with and into Merger Sub II, with Merger Sub II surviving such merger as a direct, wholly owned subsidiary of the Issuer (the "Second Merger" and, collectively with the First Merger, as appropriate, the "Merger"). Received in exchange for 447,858 Series B Preferred shares of AnHeart in connection with the Merger (as described in footnote 1) on April 9, 2024. These securities are owned directly by Decheng Capital China Life Sciences USD Fund III, L.P. ("Fund III"). The Reporting Person is the manager of Decheng Capital Management III (Cayman), LLC, the general partner of Fund III. The Reporting Person disclaims beneficial ownership of these securities, except to the extent of his pecuniary interest therein. Received in exchange for 2,388,578 Series B Preferred shares of AnHeart in connection with the Merger (as described in footnote 1) on April 9, 2024. These securities are owned directly by Decheng Capital Global Healthcare Fund (Master), LP ("Healthcare"). The Reporting Person is the indirect managing member and ultimate beneficial owner of Decheng Capital Global Healthcare GP, LLC, the general partner of Healthcare. The Reporting Person disclaims beneficial ownership of these securities, except to the extent of his pecuniary interest therein. Received in exchange for 7,200,000 Series A Preferred shares, 685,714 Series A+ Preferred shares and 487,231 Series B Preferred shares of AnHeart in connection with the Merger (as described in footnote 1) on April 9, 2024. These securities are owned directly by Decheng Anbio Limited ("SPV"). The Reporting Person is a director of SPV. The Reporting Person disclaims beneficial ownership of these securities, except to the extent of his pecuniary interest therein. /s/ Xiangmin Cui 2024-04-11