Schedule of Sources and Uses of Funds Related to Merger |
The following table summarizes the net proceeds from the Merger as of March 31, 2021 (in thousands):
|
|
|
|
|
Panacea cash at bank and cash held in a trust account |
|
$ |
144,642 |
|
Proceeds from PIPE investment and forward purchase agreement |
|
|
501,550 |
|
Payment of underwriter fees and other offering costs |
|
|
(23,718 |
) |
Payment to Panacea Class A common stockholders who exercised their right to redeem their shares |
|
|
(32 |
) |
Net proceeds |
|
|
622,442 |
|
Assumed assets and liabilities: |
|
|
|
Prepaid expenses |
|
|
312 |
|
Accrued expenses |
|
|
(601 |
) |
Warrant liability |
|
|
(15,268 |
) |
Panacea equity at Effective Time |
|
$ |
606,885 |
|
|
Summary of Number of Shares of Common Stock Outstanding on Merger |
The following table summarized the number of shares of common stock outstanding immediately following the consummation of the Merger:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Class A Common |
|
|
Class B Common |
|
|
Total |
|
Panacea shares outstanding prior to the Merger |
|
|
14,862,500 |
|
|
|
3,593,750 |
|
|
|
18,456,250 |
|
Less: redemption of Panacea shares prior to the Merger |
|
|
(3,350 |
) |
|
|
|
|
|
(3,350 |
) |
Conversion of Panacea shares as a result of merger |
|
|
3,593,750 |
|
|
|
(3,593,750 |
) |
|
|
— |
|
Common stock of Panacea |
|
|
18,452,900 |
|
|
|
— |
|
|
|
18,452,900 |
|
Shares issued pursuant to the PIPE financing |
|
|
47,655,000 |
|
|
|
— |
|
|
|
47,655,000 |
|
Shares issued pursuant to the Forward Purchase |
|
|
2,500,000 |
|
|
|
— |
|
|
|
2,500,000 |
|
Issuance of shares upon the Merger |
|
|
68,607,900 |
|
|
|
— |
|
|
|
68,607,900 |
|
Conversion of Old Nuvation Redeemable Series A Convertible Preferred Stock |
|
|
68,097,805 |
|
|
|
— |
|
|
|
68,097,805 |
|
Conversion of Old Nuvation Class A common stock |
|
|
23,299,337 |
|
|
|
— |
|
|
|
23,299,337 |
|
Conversion of Old Nuvation Class B common stock |
|
|
— |
|
|
|
57,645,013 |
|
|
|
57,645,013 |
|
Conversion of Founder shares |
|
|
56,645,013 |
|
|
|
(56,645,013 |
) |
|
|
— |
|
Total shares of Nuvation Bio outstanding immediately following the Merger |
|
|
216,650,055 |
|
|
|
1,000,000 |
|
|
|
217,650,055 |
|
|