0001415889-24-022899.txt : 20240905 0001415889-24-022899.hdr.sgml : 20240905 20240905161506 ACCESSION NUMBER: 0001415889-24-022899 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20240903 FILED AS OF DATE: 20240905 DATE AS OF CHANGE: 20240905 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: 241281578 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 form4-09052024_040901.xml X0508 4 2024-09-03 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 2024-09-04 4 C 0 967100 A 1281206 I By Decheng Capital China Life Sciences USD Fund III, L.P. Class A Common Stock 2024-09-04 4 C 0 5157900 A 7611031 I By Decheng Capital Global Healthcare Fund (Master), LP Class A Common Stock 2024-09-04 4 C 0 12879200 A 17062202 I By Decheng Anbio Limited Series A Preferred Stock 2024-09-03 4 A 0 9671 A Class A Common Stock 967100 9671 I By Decheng Capital China Life Sciences USD Fund III, L.P. Series A Preferred Stock 2024-09-03 4 A 0 51579 A Class A Common Stock 5157900 51579 I By Decheng Capital Global Healthcare Fund (Master), LP Series A Preferred Stock 2024-09-03 4 A 0 128792 A Class A Common Stock 12879200 128792 I By Decheng Anbio Limited Warrants (Right to Buy) 11.50 2024-09-03 4 A 0 32877 A 2029-04-09 Class A Common Stock 32877 32877 I By Decheng Capital China Life Sciences USD Fund III, L.P. Warrants (Right to Buy) 11.50 2024-09-03 4 A 0 175346 A 2029-04-09 Class A Common Stock 175346 175346 I By Decheng Capital Global Healthcare Fund (Master), LP Warrants (Right to Buy) 11.50 2024-09-03 4 A 0 437834 A 2029-04-09 Class A Common Stock 437834 437834 I By Decheng Anbio Limited Series A Preferred Stock 2024-09-04 4 C 0 9671 D Class A Common Stock 967100 0 I By Decheng Capital China Life Sciences USD Fund III, L.P. Series A Preferred Stock 2024-09-04 4 C 0 51579 D Class A Common Stock 5157900 0 I By Decheng Capital Global Healthcare Fund (Master), LP Series A Preferred Stock 2024-09-04 4 C 0 128792 D Class A Common Stock 12879200 0 I By Decheng Anbio Limited In accordance with the Certificate of Designation of Preferences, Rights and Limitations of the Series A Non-Voting Convertible Preferred Stock (the "Series A Preferred Stock"), these shares of Series A Preferred Stock were automatically converted to Class A common stock based on the conversion ratio described in footnote 5, for no additional consideration, effective as of 5:00 p.m. Eastern time on September 4, 2024, the first business day following the satisfaction of the Convertibility Condition (as defined in footnote 6). 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. 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. 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. Upon satisfaction of the Convertibility Condition, each share of Series A Preferred Stock became automatically convertible into 100 shares of Class A common stock, for no additional consideration, effective as of 5:00 p.m. Eastern time on September 4, 2024. The Series A Preferred Stock and Warrants were originally acquired on April 9, 2024. Upon issuance, the Series A Preferred Stock was not convertible into, and the Warrants were not exercisable for, Class A common stock until the Issuer's stockholders approved the issuance of the Class A common stock issuable upon conversion of the Series A Preferred Stock and exercise of Warrants (the "Convertibility Condition"). Because of the Convertibility Condition, the Series A Preferred Stock and the Warrants were not considered derivative securities and were, therefore, not reportable under Section 16 of the Securities Exchange Act, until such condition was satisfied. The Convertibility Condition was satisfied on September 3, 2024. Received pursuant to the Agreement and Plan of Merger and Reorganization, dated as of March 24, 2024, by and among 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. Upon satisfaction of the Convertibility Condition, the Warrants became exercisable for Class A common stock at any time at the option of the holder. /s/ Xiangmin Cui 2024-09-05