10-K/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K/A

Amendment No. 1

(Mark One)

☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2023

OR

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE TRANSITION PERIOD FROM  TO

Commission File Number 001-39351

NUVATION BIO INC.

(Exact name of Registrant as specified in its Charter)

Delaware	85-0862255
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
1500 Broadway, Suite 1401 New York, New York	10036
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (332) 208-6102

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

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class A Common Stock, Par Value $0.0001 Per Share Warrants to Purchase Class A Common Stock	NUVB NUVB.WS	New York Stock Exchange New York Stock Exchange

Securities registered pursuant to section 12(g) of the Act: None

Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. YES ☐ No ☒

Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. YES ☐ No ☒

Indicate by check mark whether the Registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ NO ☐

Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit such files). Yes ☒ NO ☐

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company”, and “emerging growth company” in Rule 12b-2 of the Exchange Act:

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		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. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). YES ☐ No ☒

The aggregate market value of the voting common stock, par value $0.0001 per share, held by non-affiliates of the registrant computed by reference to the closing sales price for the registrant’s common stock on June 30, 2023, as reported on the New York Stock Exchange was approximately $261,249,647.

In determining the market value of the voting stock held by any non-affiliates, shares of common stock of the registrant beneficially owned by directors and officers have been excluded. This determination of affiliate status is not necessarily a conclusive determination for other purposes.

As of February 16, 2024, the registrant had 218,046,219 shares of Class A common stock and 1,000,000 shares of Class B common stock outstanding.

PCAOB ID: 185 Auditor Name: KPMG LLP Auditor Location: Short Hills, NJ

DOCUMENTS INCORPORATED BY REFERENCE:

None

EXPLANATORY NOTE

This Amendment No. 1 on Form 10-K/A, (this "Amendment"), amends our Annual Report on Form 10-K for the year ended December 31, 2023, originally filed with the Securities and Exchange Commission, or the SEC, on February 29, 2024, (the "Original Filing"). We are filing this Amendment pursuant to General Instruction G(3) of Form 10-K to include the information required by Part III of Form 10-K that we did not include in the Original Filing, as we do not intend to file a definitive proxy statement for an annual meeting of stockholders within 120 days of the end of our fiscal year ended December 31, 2023. In addition, in connection with the filing of this Amendment and pursuant to Rule 12b-15 under the Securities Exchange Act of 1934, as amended, or the Exchange Act, we are including with this Amendment new certifications of our principal executive officer and principal financial officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. Item 15 of Part IV has also been amended to reflect the filing of these new certifications and certain other exhibits. Except as described above, no other changes have been made to the Original Filing. The Original Filing continues to speak as of the date of the Original Filing, and we have not updated the disclosures contained therein to reflect any events which occurred at a date subsequent to the filing of the Original Filing.

Table of Contents

PART III
Item 10.	Directors, Executive Officers and Corporate Governance	1
Item 11.	Executive Compensation	11
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	17
Item 13.	Certain Relationships and Related Transactions, and Director Independence	19
Item 14.	Principal Accounting Fees and Services	21
PART IV
Item 15.	Exhibits, Financial Statement Schedules	21
Item 16.	Form 10-K Summary	25
	Signatures	25

PART III

Item 10. Directors, Executive Officers and Corporate Governance.

Nuvation Bio’s Board of Directors is divided into three classes. Each class consists, as nearly as possible, of one-third of the total number of directors, and each class has a three-year term. Vacancies on the Board may be filled only by persons elected by a majority of the remaining directors or, for certain vacancies, by the holders of Class B Stock or the directors elected or appointed by the holders of Class B Stock. A director elected by the Board to fill a vacancy in a class, including vacancies created by an increase in the number of directors, shall serve for the remainder of the full term of that class and until the director’s successor is duly elected and qualified. The Board of Directors presently has nine members, with three directors in each class. Biographical information about each of the current directors, including their ages as of the date of this Amendment, and a discussion of the qualifications, attributes and skills of each director is contained in the following section.

Directors Continuing in Office until the 2024 Annual Meeting

Min Cui, Ph.D., 55, has served as a member of our board of directors since his appointment in April 2024 in connection with the Company’s acquisition of AnHeart Therapeutics, Ltd. Dr. Cui founded Decheng Capital LLC in 2011, where he has served as Managing Director since the firm’s formation. From 2006 to 2011, Dr. Cui served as a principal at Bay City Capital, a venture capital firm. Prior to that, Dr. Cui served as Director of Strategic Investment for the Southern Research Institute, a not-for-profit organization concentrating on drug research and development. Prior to that, Dr. Cui co-founded Pan Pacific Pharmaceuticals, a U.S. biotech company, and Hucon Biopharmaceuticals, a PRC pharmaceutical company. He served as the Chief Scientific Officer and Executive Vice President of Pan Pacific Pharmaceuticals from 1998 to 2002 and Chief Executive Officer and President of Hucon Biopharmaceuticals from 2003 to 2005, respectively. Dr. Cui serves on the board of directors of Alpine Immune Sciences Inc., a publicly traded clinical stage biopharmaceutical company. Dr. Cui also currently serves on the board of directors of several privately held biotechnology and medical technology companies, including Accuragen, Inc., Nanjing Bioheng Biotech Co., Ltd., EpimAb Biotherapeutics, Inc., Harton, Inc., ImmPACT Bio USA, Inc., Mammoth Biosciences, Inc., Mirvie, Inc., Shape Therapeutics Inc. and VintaBio, Inc. Dr. Cui previously served on the board of directors of other biotechnology and medical technology companies, including ARMO BioSciences (acquired by Eli Lilly & Co), Cirina, Ltd. (acquired by GRAIL, Inc.), Cue Health Inc., GeneWEAVE Biosciences, Inc. (acquired by Roche Molecular Systems Inc.), GenturaDx Inc. (acquired by Luminex Corporation), GRAIL (acquired by Illumina, Inc.), Ion Torrent Systems Inc. (acquired by Life Technologies Corporation), Sino MedicalDevice Technology Co., Ltd. and Velos Biopharma (acquired by Merck & Co.). Dr. Cui received his B.S. and M.S. in Molecular Biology from Peking University, and his Ph.D. in Cancer Biology from Stanford University. Dr. Cui is currently on the board of trustees at Western University of Health Sciences.

We believe that Dr. Cui’s experience serving on the boards of directors of public and private companies in the pharmaceutical/biotechnology sector, his experience as an executive, as well as his role as founder and Manager Partner of Decheng Capital, qualify him to serve as a member of our board of directors.

W. Anthony Vernon, 68, has served as a member of our board of directors since June 2019 and serves as the Chair of the Compensation Committee. Mr. Vernon served as senior advisor to Kraft Foods Group, Inc. from January 2015 through May 2015, and Chief Executive Officer for Kraft Foods Group, Inc. from October 2012 to December 2014. Mr. Vernon previously served as Executive Vice President and President at Kraft Foods of North America from 2009 to October 2012. From 2006 to 2009, Mr. Vernon was the Healthcare Industry Partner at Ripplewood Holdings, Inc., a private equity firm. Mr. Vernon previously led a number of Johnson & Johnson’s largest franchises during a 23-year career at Johnson & Johnson, a public company engaged in the research and development, manufacture and sale of products in the healthcare field. From 2004 until 2005, Mr. Vernon was employed as Company Group Chairman of Depuy Inc., an orthopedics company, which is a subsidiary of Johnson & Johnson. From 2001 until 2004, Mr. Vernon served as President and Chief Executive Officer of Centocor, Inc., a biomedicines company, a division of Johnson & Johnson. He has also served as President of McNeil Consumer Products and Nutritionals, Worldwide President of The Johnson & Johnson-Merck Joint Venture and as a member of Johnson & Johnson’s Group Operating Committees for Consumer Healthcare and Nutritionals, Biopharmaceuticals, and Medical Devices and Diagnostics. Mr. Vernon serves on the boards of directors of NovoCure Ltd., a public medical device company, since 2006, Intersect ENT, Inc., a public medical device company, since 2015 and McCormick & Co., a global food company, since 2017. He formerly served as a director of Medivation, Inc. and Kraft Foods Group, Inc. Mr. Vernon received a

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B.A. from Lawrence University and an MBA from the Northwestern University Kellogg Graduate School of Management.

We believe that Mr. Vernon’s business and investment experience, as an executive in various industries and as the former chief executive officer of a global Fortune 500 company, qualify him to serve as a member of our board of directors.

Daniel G. Welch, 66, has served as Chair of our board since July 2020 and serves as the Chair of the Nominating and Corporate Governance Committee. From January 2015 to February 2018, Mr. Welch served as an Executive Partner of Sofinnova Ventures, a venture capital firm. From September 2003 until its acquisition by Roche Holdings in September 2014, Mr. Welch served as Chief Executive Officer and President of InterMune, Inc., a biotechnology company which was acquired by Roche in 2014. Mr. Welch also served as Chairman of InterMune from May 2008 to September 2014. From 2002 to 2003, Mr. Welch served as Chairman and Chief Executive Officer of Triangle Pharmaceuticals, Inc., a pharmaceutical company that was acquired by Gilead Sciences. From 2000 to 2002, Mr. Welch served as President of Biopharmaceuticals at Elan Corporation. From 1987 to 2000, Mr. Welch served in various senior management roles at Sanofi-Synthelabo, now Sanofi, including Vice President of Worldwide Marketing and Chief Operating Officer of the U.S. business. From 1980 to 1987, Mr. Welch was with American Critical Care, a division of American Hospital Supply. He has had leadership and board director roles in companies bringing new medicines to patients with HIV, MS, cardiovascular disease, cancer, infectious disease and rare diseases. He currently serves as Chair of the Boards of Ultragenyx Pharmaceutical, Structure Therapeutics, and Incarda, and as Chair Designate of Prothena Biosciences. His past board service includes a director role at Hyperion Therapeutics, which was acquired by Horizon Pharma in 2015, a Chairman of the Board role at Avexis Inc, which was acquired by Novartis Pharmaceuticals in 2018, a Chairman of the Board role at Levo Pharmaceuticals until it was acquired by Acadia Pharmaceuticals in 2022, and a director role at Seattle Genetics until it was acquired by Pfizer in 2023. Mr. Welch received a B.S. from the University of Miami and an MBA from the University of North Carolina.

We believe that Mr. Welch is a strong operating executive with operational and strategic expertise in the global pharmaceutical market, whose experience contributes valuable insight to our board of directors.

Directors Continuing in Office until the 2025 Annual Meeting

Kathryn E. Falberg, 63, has served as a member of our board of directors since October 2020 and serves as the Chair of the Audit Committee. Ms. Falberg served as Executive Vice President and Chief Financial Officer of Jazz Pharmaceuticals plc, a public biopharmaceutical company, from March 2012 to March 2014 after serving as Senior Vice President and Chief Financial Officer since December 2009. From 1995 to 2001, Ms. Falberg served as Senior Vice President, Finance and Strategy and Chief Financial Officer at Amgen Inc., and prior to that as Vice President Chief Accounting Officer, and Vice President, Treasurer. Ms. Falberg also serves as a member of the board of directors for the public biopharmaceutical companies, Arcus Biosciences, Inc. and Tricida, Inc., as well as The Trade Desk, Inc., a public technology company. She previously served on the board of directors of biotechnology companies Medivation, Inc. from February 2013 to September 2016, Aimmune Therapeutics Inc. from May 2015 to October 2020, Axovant Sciences Ltd. from April 2017 to February 2018 and UroGen Pharma from April 2017 to June 2022. Ms. Falberg received a B.A. in Economics and an MBA in Finance from the University of California, Los Angeles.

We believe that Ms. Falberg’s experience in the biopharmaceutical industry qualifies her to serve as a member of our board of directors.

David Hung, M.D., 66, is our founder and has served as our President, Chief Executive Officer and member of the board of directors since inception (April 2018). Dr. Hung founded Medivation, Inc. in 2003, which developed oncology drugs Xtandi®, which was taken from first in vitro laboratory experiment to FDA approval in seven years and approved in 60+ countries, and talazoparib (now marketed as Talzenna®), a potentially best-in-class PARP inhibitor, and was sold to Pfizer Inc. in 2016 for $14.3 billion. Between Medivation and founding Nuvation Bio, Dr. Hung served for 10 months as Chief Executive Officer at Axovant Sciences before tendering his resignation. Prior to founding Medivation, he served as President and Chief Executive Officer of ProDuct Health, Inc., a medical device company founded in 1998 that developed, manufactured and commercialized a breast microcatheter for breast cancer risk assessment and which was acquired in 2001 for $168 million by Cytyc Corporation. Dr. Hung received an A.B. in Biology from Harvard College and an M.D. from the University of California, San Francisco, School of Medicine. He completed simultaneous clinical fellowships in hematology, oncology and transfusion medicine as well as two basic science research fellowships in molecular biology at the University of California, San Francisco, School of Medicine.

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We believe that Dr. Hung is qualified to serve on our board of directors because of his deep knowledge of our company, history leading life sciences companies and his industry experience.

Junyuan Jerry Wang, Ph.D., 52, has served as a member of our board of directors since his appointment in April 2024 in connection with the Company’s acquisition of AnHeart Therapeutics, Ltd. Dr. Wang co-founded AnHeart in 2018, where he has served as Chief Executive Officer since AnHeart’s formation and leads the in-license and development of taletrectinib and safusidenib. From June 2014 to September 2018, Dr. Wang was the Head of Global Biostatistics, EPI, and Medical Writing (GBEM) China at Merck Serono. Prior to that, from September 2011 to June 2014, he served as Director of Biostatistics at Bristol Myers Squibb. Prior to that, Dr. Wang served as Director of Biostatistics at Pfizer from October 2007 to September 2011. Prior to that, from January 2006 to October 2007, Dr. Wang served as Director of Biostatistics for The Medicines Company. Prior to that, he served as a senior biometrician at Merck and Co. Dr. Wang made key contributions to the successful NDAs of Bosulif and Eliquis, and the latter became a multi-billion blockbuster drug. He has extensive experience with global health authorities including FDA, EMA, PMDA, and NMPA. He also previously served in leadership roles for professional societies and on the programming committee of leading scientific conferences. Dr. Wang earned his B.S. in Mathematics from the University of Science and Technology of China and his Ph.D. in Statistics from Iowa State University.

We believe that Dr. Wang's experience in the biopharmaceutical industry qualifies him to serve as a member of our board of directors.

Dr. Hung, as the sole holder of Class B Stock, has agreed with Dr. Wang that he will vote his shares so as to ensure that Dr. Wang is nominated and elected to, and not removed from (other than for cause), our board of directors prior to April 9, 2026, so long as Dr. Wang continues to be employed by and provide services to us, other than as a director.

Directors Continuing in Office until the 2026 Annual Meeting

Robert B. Bazemore Jr., 56, has served as a member of our board of directors since July 2020. From September 2015 to August 2021, Mr. Bazemore served as the President, Chief Executive Officer and member of the board of directors of Epizyme, Inc., a biopharmaceutical company, developing and launching TAZVERIK® for patients with Follicular Lymphoma and Sarcoma. Prior to that, from September 2014 to June 2015, Mr. Bazemore served as the Chief Operating Officer of Synageva BioPharma Corp., a biopharmaceutical company, where he established the company’s global commercial and medical organization, through the company’s acquisition by Alexion Pharmaceuticals, Inc. Prior to joining Synageva, Mr. Bazemore served in increasing levels of responsibility at Johnson & Johnson, a healthcare company, including Vice President of Centocor Ortho Biotech Sales & Marketing from 2008 to 2010, President of Janssen Biotech from 2010 to 2013, where he led the successful launches of numerous products and indications, including the US launches of the oncology therapies ZYTIGA® and IBRUVICA®, and Vice President of Global Surgery at Ethicon from 2013 to 2014. Prior to Johnson & Johnson, Mr. Bazemore worked at Merck & Co., Inc. from 1991 to 2013, where he served in a variety of roles in medical affairs, sales and marketing, including supporting the launch of SINGULAIR® in the U.S. Mr. Bazemore also serves on the board of directors of Ardelyx, Inc., a public biopharmaceutical company, since June 2016. Mr. Bazemore received a B.S. in Biochemistry from the University of Georgia.

We believe that Mr. Bazemore’s extensive experience in the pharmaceutical industry, his experience as an executive, and his past service on the board of directors of a life sciences industry group, qualify him to serve as a member of our board of directors.

Kim Blickenstaff, 71, has served as a member of our board of directors since August 2019. From September 2007 to March 2019, Mr. Blickenstaff served as the President and Chief Executive Officer of Tandem Diabetes Care, Inc., a medical device manufacturer. Mr. Blickenstaff has served on Tandem’s board of directors since September 2007, serving as the Executive Chairman of the Tandem board since March 2019 and the Chairman of the Tandem board since March 2020. Mr. Blickenstaff served as Chairman and Chief Executive Officer of Biosite Incorporated, or Biosite, a provider of medical diagnostic products, from 1988 until its acquisition by Inverness Medical Innovations, Inc. in June 2007. Mr. Blickenstaff previously served as a director of Medivation, Inc., a biotechnology company, from 2005 to 2016, until its acquisition by Pfizer, and as a director of DexCom, Inc., a provider of continuous glucose monitoring systems, from June 2001 to September 2007. Mr. Blickenstaff was formerly a certified public accountant and has more than 20 years of experience overseeing the preparation of financial statements. He held various positions in finance, operations, research, management, sales management, strategic planning, and marketing with Baxter

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Travenol National Health Laboratories and Hybritech Incorporated. He holds a B.A. in Political Science from Loyola University, Chicago, and an M.B.A. from the Graduate School of Business, Loyola University, Chicago.

We believe that Mr. Blickenstaff’s extensive experience at the board level of various healthcare companies, as well as leadership skills, industry experience and knowledge, qualify him to serve as a member of our board of directors.

Robert Mashal, M.D., 64, has served as a member of our board of directors since January 2024 and serves as consultant to the life sciences industry since April 2020 through Robert Mashal LLC and Beacon Prince Partners. From November 2016 to April 2020, he was the Global Head of Strategy for the Immunology and Oncology franchises at Sanofi, a global pharmaceutical and healthcare company. Prior to November 2016, Dr. Mashal worked as CEO of NKT Therapeutics and Alinea Pharmaceuticals, two venture capital-backed life sciences firms. Prior to that, he was a partner at Boston Millennia Partners, a private equity firm, where he was on the Board of Directors of GlycoFi, CardioMEMS, and Sapphire Therapeutics. Prior to that, he served as a Program Executive at Vertex Pharmaceuticals, where he was on the Joint Steering Committee for the Vertex-Novartis kinase collaboration, and was a consultant at McKinsey & Company. Prior to McKinsey, Dr. Mashal was a board-certified medical oncologist and received his training in internal medicine at the University of California, San Francisco, and in oncology at the Dana-Farber Cancer Institute. Dr. Mashal received a B.A. in Natural Sciences and an M.D. from Johns Hopkins University.

We believe that Dr. Mashal’s experience in the biopharmaceutical industry qualifies him to serve as a member of our board of directors.

Directors and Corporate Governance

Board Leadership Structure

The Board of Directors has an independent chair, Daniel G. Welch, who has authority, among other things, to call and preside over Board meetings, including meetings of the independent directors, to set meeting agendas and to determine materials to be distributed to the Board. Accordingly, the Board Chair has substantial ability to shape the work of the Board. The Company believes that separation of the positions of Board Chair and Chief Executive Officer reinforces the independence of the Board in its oversight of the business and affairs of the Company. In addition, the Company believes that having an independent Board Chair creates an environment that is more conducive to objective evaluation and oversight of management’s performance, increasing management accountability and improving the ability of the Board to monitor whether management’s actions are in the best interests of the Company and its stockholders. As a result, the Company believes that having an independent Board Chair can enhance the effectiveness of the Board as a whole.

Role of the Board in Risk Oversight

One of the board’s key functions is informed oversight of the Company’s risk management process. The Board does not have a standing risk management committee, but rather administers this oversight function directly through the Board as a whole, as well as through various Board standing committees that address risks inherent in their respective areas of oversight. In particular, our Board is responsible for monitoring and assessing strategic risk exposure, including a determination of the nature and level of risk appropriate for the Company. Our audit committee has the responsibility to consider and discuss our major financial risk exposures and the steps our management has taken to monitor and control these exposures, including guidelines and policies to govern the process by which risk assessment and management is undertaken. The audit committee also monitors compliance with legal and regulatory requirements, in addition to oversight of the performance of our internal audit function. Audit committee responsibilities also include oversight of cybersecurity risk management, and, to that end, the committee typically meets twice annually with both IT and business personnel responsible for cybersecurity risk management and receives periodic reports from the head of cybersecurity risk management, as well as incidental reports as matters arise. Our nominating and corporate governance committee monitors the effectiveness of our corporate governance guidelines, including whether they are successful in preventing illegal or improper liability-creating conduct. Our compensation committee assesses and monitors whether any of our compensation policies and programs has the potential to encourage excessive risk-taking. Typically, the applicable Board committees meet at least annually with the employees responsible for risk management in the committees’ respective areas of oversight. Both the Board as a whole and the various standing committees receive periodic reports from management, as well as incidental reports as matters may arise. It is the responsibility of the committee chairs to report findings regarding material risk exposures

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to the Board as quickly as possible. The Board Chair coordinates between the Board and management with regard to the determination and implementation of responses to any problematic risk management issues.

Code of Business Conduct and Ethics

We have adopted a code of business conduct and ethics that applies to all of our employees, officers and directors, including those officers responsible for financial reporting. The code of business conduct and ethics is available on our website at www.nuvationbio.com. We intend to disclose any amendments to the code, or any waivers of its requirements, on our website to the extent required by the applicable rules and exchange requirements. The inclusion of our website address in this Amendment does not incorporate by reference the information on or accessible through our website into this Amendment.

The Board of Directors adopted the Corporate Governance Guidelines to assure that the Board will have the necessary authority and practices in place to review and evaluate the company’s business operations as needed and to make decisions that are independent of the company’s management. The guidelines are also intended to align the interests of directors and management with those of the company’s stockholders. The Corporate Governance Guidelines set forth the practices the Board intends to follow with respect to board composition and selection, board meetings and involvement of senior management, Chief Executive Officer’s performance evaluation and succession planning, and board committees and compensation. The Corporate Governance Guidelines, as well as the charters for each committee of the Board, may be viewed at www.nuvationbio.com.

Board of Directors and Committees

Our Board of Directors has established an audit committee, a compensation committee and a nominating and corporate governance committee. Our Board of Directors may establish other committees to facilitate the management of our business. The composition and functions of each committee are described below. Members serve on these committees until their resignation or until otherwise determined by our Board of Directors.

During the fiscal year ended December 31, 2023, our Board of Directors held eight meetings. Our audit committee met four times, our compensation committee met eight times, and our nominating and corporate governance committee met one time during 2023. Each of our directors attended at least 75% of the aggregate of the total number of meetings of the Board of Directors and the total number of meetings held by all committees of the Board on which such member served.

As required under applicable NYSE listing standards, in fiscal 2023, the Company’s non-management directors met 16 times in regularly scheduled executive sessions of the Board or its committees at which only non-management directors were present. The Chairs of the Board or the various committees presided over the executive sessions.

Audit Committee

Our audit committee consists of Kim Blickenstaff, Kathryn E. Falberg and Daniel G. Welch. The chair of our audit committee is Ms. Falberg, who our Board of Directors has determined is an “audit committee financial expert” as that term is defined under the SEC rules implementing Section 407 of the Sarbanes-Oxley Act of 2002, and possesses financial sophistication, as defined under the NYSE listing standards. Our Board of Directors has also determined that each member of our audit committee can read and understand fundamental financial statements in accordance with applicable requirements. In arriving at these determinations, the Board of Directors has examined each audit committee member’s scope of experience and the nature of their experience in the corporate finance sector. Our Board of Directors has adopted a written audit committee charter that is available to stockholders on our website at www.nuvationbio.com.

The primary purpose of the audit committee is to discharge the responsibilities of our Board of Directors with respect to our accounting, financial and other reporting and internal control practices and to oversee our independent registered public accounting firm. Specific responsibilities of our audit committee include:

•helping the board of directors oversee corporate accounting and financial reporting processes;

•managing the selection, engagement, qualifications, independence and performance of a qualified firm to serve as the independent registered public accounting firm to audit the financial statements;

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•discussing the scope and results of the audit with the independent registered public accounting firm, and reviewing, with management and the independent accountants, the interim and year-end operating results;

•developing procedures for employees to submit concerns anonymously about questionable accounting or audit matters;

•reviewing related person transactions;

•obtaining and reviewing a report by the independent registered public accounting firm at least annually that describes internal quality control procedures, any material issues with such procedures and any steps taken to deal with such issues when required by applicable law; and

•approving or, as permitted, pre-approving, audit and permissible non-audit services to be performed by the independent registered public accounting firm.

Report of the Audit Committee of the Board of Directors

The audit committee has reviewed and discussed the audited financial statements for the fiscal year ended December 31, 2023 with management of our company. The audit committee has discussed with the independent registered public accounting firm the matters required to be discussed by Auditing Standard No. 16, Communications with audit committees, as adopted by the Public Company Accounting Oversight Board (“PCAOB”). The audit committee has also received the written disclosures and the letter from the independent registered public accounting firm required by applicable requirements of the PCAOB regarding the independent accountants’ communications with the audit committee concerning independence, and has discussed with the independent registered public accounting firm the accounting firm’s independence. Based on the foregoing, the audit committee has recommended to the Board of Directors that the audited financial statements be included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023.

Kim Blickenstaff

Kathryn E. Falberg (Chair)

Daniel G. Welch

Compensation Committee

Our compensation committee consists of Robert B. Bazemore, Jr., W. Anthony Vernon and Daniel G. Welch. The chair of our compensation committee is Mr. Vernon. All members of our compensation committee are independent, as independence is currently defined in NYSE listing standards. Our Board of Directors has adopted a written compensation committee charter that is available to stockholders on our website at www.nuvationbio.com.

The primary purpose of our compensation committee is to discharge the responsibilities of our Board of Directors to oversee our compensation policies, plans and programs and to review and determine the compensation to be paid to our executive officers, directors and other senior management, as appropriate. Specific responsibilities of our compensation committee include:

•reviewing and approving the compensation of the chief executive officer, other executive officers and senior management;

•administering the equity incentive plans and other benefit programs;

•reviewing, adopting, amending and terminating incentive compensation and equity plans, severance agreements, profit sharing plans, bonus plans, change-of-control protections and any other compensatory arrangements for the executive officers and other senior management; and

•reviewing and establishing general policies relating to compensation and benefits of the employees, including the overall compensation philosophy.

Compensation Committee Processes and Procedures

Typically, the compensation committee meets at least four times annually and with greater frequency if necessary. The agenda for each meeting is usually developed by the Chair of the compensation committee. The

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compensation committee meets regularly in executive session. However, from time to time, various members of management and other employees as well as outside advisors or consultants may be invited by the compensation committee to make presentations, to provide financial or other background information or advice or to otherwise participate in compensation committee meetings. The Chief Executive Officer may not participate in, or be present during, any deliberations or determinations of the compensation committee regarding his compensation or individual performance objectives. The charter of the compensation committee grants the compensation committee full access to all our books, records, facilities and personnel.

In addition, under the charter, the compensation committee has the authority to obtain, at the expense of Nuvation Bio, advice and assistance from compensation consultants and internal and external legal, accounting or other advisors and other external resources that the compensation committee considers necessary or appropriate in the performance of its duties. The compensation committee takes into consideration factors prescribed by the SEC and NYSE that bear upon the adviser’s independence; however, there is no requirement that any adviser be independent. The compensation committee has direct responsibility for the oversight of the work of such consultants or advisers.

During the past year, the compensation committee engaged FW Cook, as a compensation consultant. The compensation committee requested that FW Cook:

•evaluate the efficacy of our existing executive compensation program in supporting and reinforcing our long-term strategic goals and executing that strategy;

•assist in refining the previously developed comparative group of companies and perform analyses of competitive performance and compensation levels for that group; and

•assist in evaluating and refining our non-employee director compensation plan.

Although our Board and compensation committee consider the advice and recommendations of such independent compensation consultants as to our executive and non-employee director compensation program, the Board and compensation committee ultimately make their own decisions regarding these matters.

Nominating and Corporate Governance Committee

Our nominating and corporate governance committee consists of Robert B. Bazemore, Jr., W. Anthony Vernon and Daniel G. Welch. The chair of our nominating and corporate governance committee is Mr. Welch. Our Board of Directors has adopted a written nominating and corporate governance committee charter that is available to stockholders on our website at www.nuvationbio.com. Specific responsibilities of our nominating and corporate governance committee include:

•identifying and evaluating candidates, including the nomination of incumbent directors for reelection and nominees recommended by stockholders, to serve on the board of directors;

•considering and making recommendations to the board of directors regarding the composition and chairmanship of the committees of the board of directors;

•reviewing and recommending to the board the compensation paid to the directors;

•instituting plans or programs for the continuing education of the board of directors and orientation of new directors;

•reviewing, evaluating and recommending to the board of directors succession plans for its executive officers;

•developing and making recommendations to the board of directors regarding corporate governance guidelines and matters;

•overseeing periodic evaluations of the performance of the board of directors, including its individual directors and committees; and

•overseeing the Company’s policies and initiatives relating to environment, social responsibility and sustainability matters.

The nominating and corporate governance committee believes that candidates for director should have certain minimum qualifications, including the ability to read and understand basic financial statements, being over 21 years

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of age and having the highest personal integrity and ethics. The nominating and corporate governance committee also intends to consider such factors as possessing relevant expertise upon which to be able to offer advice and guidance to management, having sufficient time to devote to the affairs of the Company, demonstrated excellence in his or her field, having the ability to exercise sound business judgment and having the commitment to rigorously represent the long-term interests of the company’s stockholders. However, the nominating and corporate governance committee retains the right to modify these qualifications from time to time. Candidates for director nominees are reviewed in the context of the current composition of the Board, the operating requirements of the company and the long-term interests of stockholders. In conducting this assessment, the nominating and corporate governance committee typically considers diversity (including gender, racial and ethnic diversity), age, skills and such other factors as it deems appropriate, given the current needs of the Board and the company, to maintain a balance of knowledge, experience and capability.

In the case of incumbent directors whose terms of office are set to expire, the nominating and corporate governance committee reviews these directors’ overall service to the company during their terms, including the number of meetings attended, level of participation, quality of performance and any other relationships and transactions that might impair the directors’ independence. The committee also takes into account the results of the Board’s self-evaluation, conducted annually on a group and individual basis. In the case of new director candidates, the nominating and corporate governance committee also determines whether the nominee is independent for NYSE purposes, which determination is based upon applicable NYSE listing standards, applicable SEC rules and regulations and the advice of counsel, if necessary. The nominating and corporate governance committee then uses its network of contacts to compile a list of potential candidates, but may also engage, if it deems appropriate, a professional search firm. The nominating and corporate governance committee conducts any appropriate and necessary inquiries into the backgrounds and qualifications of possible candidates after considering the function and needs of the Board. The nominating and corporate governance committee meets to discuss and consider the candidates’ qualifications and then selects a nominee for recommendation to the Board by majority vote.

Nomination Process

Our nominating and corporate governance committee is responsible for identifying, recruiting, evaluating and recommending to our Board of Directors nominees for membership on the Board of Directors and committees of our Board of Directors. The goal of this process is to maintain and further develop a highly qualified Board of Directors of directors consisting of members with experience and expertise in areas of importance to our company. Candidates may come to our attention through current members of our Board of Directors, professional search firms, stockholders or other persons.

The nominating and corporate governance committee recommends to the Board of Directors for selection all nominees to be proposed by the Board of Directors for election by the stockholders, including approval or recommendation of a slate of director nominees to be proposed by our Board of Directors for election at each annual or special meeting of stockholders, and recommends all director nominees to be appointed by our Board of Directors to fill director vacancies. Our Board of Directors is responsible for nominating members for election to the Board of Directors and for filling vacancies on the Board of Directors that may occur between annual meetings of stockholders.

Evaluation of Director Candidates

In its evaluation of director candidates, the nominating and corporate governance committee will consider a candidate’s skills, characteristics and experience taking into account a variety of factors, including the candidate’s:

•understanding of our business, industry and technology;

•history with our company;

•personal and professional integrity;

•general understanding of marketing, finance and other disciplines relevant to the success of a publicly traded company;

•ability and willingness to devote the time and effort necessary to be an effective director;

•commitment to acting in the best interest of our company and its stockholders; and

•educational and professional background.

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The nominating and corporate governance committee will also consider the current size and composition of the Board of Directors, the needs of the Board of Directors its committees and the potential independence of director candidates under relevant NYSE and SEC rules.

Although the Board of Directors does not maintain a specific policy with respect to board diversity, the nominating and corporate governance committee considers each candidate in the context of the membership of the Board as a whole, with the objective of including an appropriate mix of viewpoints and experience among members of the Board reflecting differences in professional background, education, skill and other individual qualities and attributes. In making determinations regarding nominations of directors, the nominating and corporate governance committee may take into account the benefits of diverse viewpoints to the extent it deems appropriate.

Stockholder Recommendations for Nomination to the Board of Directors

The nominating and corporate governance committee will consider properly submitted stockholder recommendations for candidates for our Board. The nominating and corporate governance committee does not intend to alter the manner in which it evaluates candidates, including the criteria described above, based on whether or not the candidate was recommended by a stockholder.

Any stockholder recommendations proposed for consideration by the nominating and corporate governance committee should be in writing and delivered to Nuvation Bio Inc., Attn: Investor Relations, 1500 Broadway, Suite 1401, New York, New York, 10036. Submissions must include the following information:

•full name and address of the proposed nominee;

•the number and class of our shares beneficially owned, directly or indirectly, by the proposed nominee;

•all information regarding the proposed nominee required to be disclosed in a proxy statement pursuant to Section 14(a) of the Exchange Act and the rules and regulations promulgated thereunder;

•the consent of the nominee to be named in the proxy statement and consent to serve as a director if elected; and

•a description of all material relationships, including (i) compensation and other material monetary agreements, arrangements and understandings during the past three years, between the proposed nominee and the stockholder making the proposal and (ii) any relationship between the proposing stockholder and the proposed nominee that would be required to be disclosed under the SEC’s related party transactions disclosure rules if the proposing stockholder were a “registrant” under those rules.

In addition, any stockholder wishing to recommend a nominee to our Board of Directors must provide a questionnaire regarding the proposed nominee, information regarding any arrangement or agreement with respect to such nominee’s voting while a member of our Board of Directors and information regarding equity ownership of the company (including derivative ownership) by the proposing stockholder and the proposed nominee.

Stockholder Communications with the Board of Directors

Stockholders and other interested parties wishing to communicate with our Board of Directors may send a written communication addressed to the Secretary at our principal executive offices. The Secretary will promptly forward the communication to the Board or member to whom it is addressed, as appropriate, unless it is unduly hostile, threatening, illegal or similarly inscrutable. Historically, we have not provided a formal process related to stockholder communications with the Board. Nevertheless, every effort has been made to ensure that the views of stockholders are heard by the Board or individual directors, as applicable, and that appropriate responses are provided to stockholders in a timely manner. The company believes its responsiveness to stockholder communications to the Board has been excellent.

Executive Officers of the Company

The following table shows information for our current executive officers as of April 15, 2024. Biographical information for our President, Chief Executive Officer and Director, David Hung, M.D., and our Chief Executive Officer of AnHeart Therapeutics and Director, Junyuan Jerry Wang, Ph.D., is included above with the Director biographies.

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Name	Age		Position(s)
David Hung, M.D.		66	President, Chief Executive Officer and Director
Junyuan Jerry Wang, Ph.D.		52	Chief Executive Officer of AnHeart Therapeutics and Director
Moses Makunje, CPA		46	VP Finance, Principal Financial and Accounting Officer
David Liu, M.D., Ph.D.		54	Chief Medical Officer
Gary Hattersley, Ph.D.		57	Chief Scientific Officer
David Hanley, Ph.D.		54	Chief Technical Operations Officer
Stacy Markel		59	Chief People Officer
Colleen Sjogren		54	Chief Commercial Officer
Kerry Wentworth		51	Chief Regulatory Officer

Executive Officers

David Hanley, Ph.D. has served as our Chief Technical Operations Officer since June 2021. Prior to this role, from August 2018 to May 2021, Dr. Hanley held positions of increasing responsibility at BioXcel Therapeutics Inc., most recently serving as Senior Vice President and Head of Global Pharmaceutical Development and Operations. From August 2014 to August 2018, Dr. Hanley held positions of increasing responsibility at Radius Health, Inc., most recently serving as Vice President of Pharmaceutical Sciences and Technical Operations. He also held positions at The Medicines Company from June 2011 to August 2014, including Senior Director. Prior to that, Dr. Hanley held positions at Boehringer Ingelheim from August 2010 to December 2010, The Medicines Company from September 2009 to July 2010, Medarex from September 2006 to September 2009, and Berlex, a subsidiary of Schering A.G., from November 2001 to September 2006. Dr. Hanley earned his Ph.D. in Physical and Analytical Chemistry from the University of Utah and his B.S. in Chemistry from Virginia Commonwealth University.

Gary Hattersley, Ph.D. has served as our Chief Scientific Officer since June 2019. Prior to this role, December 2003 to November 2018, Dr. Hattersley held roles of increasing seniority, including Senior Vice President of Preclinical Development, Vice President of Biology, and most recently as Chief Scientific Officer at Radius Health Inc. where he supported the development of its oncology and women’s health portfolio, including TYMLOS®, approved by the FDA in 2017 for the treatment of postmenopausal women with osteoporosis at high risk of fracture. Prior to that, Dr. Hattersley was a Senior Scientist at Millennium Pharmaceuticals, Inc. from 2000 to 2003. He also held positions at Genetics Institute from 1992 to 2000, including Principle Scientist. Dr. Hattersley received a Ph.D. from St. George’s Hospital Medical School in London and a BSc from the University of Hull.

David Liu, M.D., Ph.D. joined Nuvation Bio in 2022 with over 20 years of experience leading the discovery and development of oncology therapies, including NDA submissions for multiple oncology assets in the U.S., Europe, and China. Most recently, Dr. Liu served as the Chief Medical Officer at a biotechnology company (3D Medicines) based in Shanghai, China. Earlier in his career, Dr. Liu held several roles of increasing strategic responsibility at Bristol Myers Squibb, where he became a leader in Oncology Global Clinical Research, including leading the Global Prostate Cancer Program, Pediatric Clinical Development, and Translational Research for ipilimumab, and development of nivolumab and ipilimumab for China. After Bristol Myers Squibb, Dr. Liu was the Global Lead Physician at Celgene for the revlimid plus rituximab submission program in indolent lymphoma. Dr. Liu earned a Ph.D. from the Massachusetts Institute of Technology, an M.S. from the University of Toledo, and a Medical Degree from Beijing Medical University (Peking University School of Medicine).

Moses Makunje, CPA has served as our Vice President, Finance since January 2022, and as Senior Director, Finance since July 2020. Prior to joining the Company, Mr. Makunje held a position as Corporate Controller at Maze Therapeutics, Inc. from March 2019 until July 2020, and a position as Corporate Controller at Adverum Biotechnologies, Inc. from July 2017 until March 2019. Mr. Makunje started his professional career at Ernst & Young, where he worked in audit for 7 years serving clients in life sciences. Overall, Mr. Makunje has over 16 years of experience in finance, accounting and tax. Mr. Makunje received a B.S. in Accounting and an MBA from Golden Gate University.

Stacy Markel has served as our Chief People Officer since January 2022, and before that served as our Senior Vice President, Human Resources since October 2019. From March 2018 to September 2019, she served as Executive Vice President, Human Resources, at Rigel Pharmaceuticals, Inc. Prior to Rigel, from March 2015 to March 2018, Ms. Markel served as Senior Vice President of Human Resources at Portola Pharmaceuticals, Inc. Ms. Markel also served in various roles, most recently as Senior Vice President of Human Resources and Professional Development at

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Actelion Pharmaceuticals, Ltd. from 2005 to 2015, where she was a member of the Executive Leadership Team and Global Human Resources Leadership Team. Ms. Markel received a B.A. from the University of California, Davis.

Colleen Sjogren has served as our Chief Commercial Officer since April 2024. Prior to this role, she served as Senior Vice President, Sales, at Madrigal Pharmaceuticals from October 2022 to December 2023. Prior to Madrigal, Ms. Sjogren served as Vice President, U.S. Sales at Mirati Therapeutics from April 2021 to September 2022, and as Vice President, National Cell Therapy Team at Kite Pharma from February 2017 until April 2021. Ms. Sjogren also served in various prior roles, including National Sales Director at Medivation. Ms. Sjogren received her B.S. and B.A. from Bryant University.

Kerry Wentworth has served as our Chief Regulatory Officer since May 2022. Prior to this role, she served as Chief Regulatory Officer for Flexion Therapeutics, which was acquired by Pacira Biosciences in 2021, where she was in an executive leadership role responsible for setting and delivering on regulatory and quality strategies across their product portfolio. Prior to joining Flexion, she served as Vice President, Clinical, Regulatory and Quality at Agenus, Inc., where she was responsible for leading all global regulatory and clinical development efforts. Previously, she led the Regulatory and Quality function for Genelabs Technologies, Inc. and prior to that held positions of increasing responsibility within Regulatory Affairs at Genzyme. Ms. Wentworth holds a B.S. in pre-veterinary medicine from the University of New Hampshire.

Delinquent Section 16(a) Reports

Section 16(a) of the 1934 Act requires our directors and executive officers, and persons who own more than ten percent of a registered class of our equity securities, to file with the SEC initial reports of ownership and reports of changes in ownership of our Common Stock and other equity securities. Officers, directors and greater than ten percent stockholders are required by SEC regulation to furnish us with copies of all Section 16(a) forms they file. To our knowledge, based solely on a review of the copies of such reports furnished to us and written representations that no other reports were required during the fiscal year ended December 31, 2023, all Section 16(a) filing requirements applicable to our reporting persons were made and made timely.

Item 11. Executive Compensation.

Summary Compensation Table

The following table provides certain information concerning the compensation earned by each of the following individuals (the “Named Executive Officers”): our President and Chief Executive Officer and our two other most highly compensated executive officers as of December 31, 2023:

									Non-Equity
							Stock		Incentive Plan		All Other
Name and Principal Position	Year		Salary		Bonus		Options (1)		Compensation (2)		Compensation (3)		Total
David Hung, M.D.		2023	$	593,000	$	—	$	3,323,675	$	400,275	$	7,330	$	4,324,280
President and Chief Executive Officer		2022		570,004		—		7,127,820		363,375		11,130		8,072,329
David Liu, M.D., Ph.D.		2023		490,000		—		664,735		176,400		10,751		1,341,886
Chief Medical Officer		2022		217,708		—		2,561,163		280,750		6,911		3,066,532
Gary Hattersley, Ph.D.		2023		484,000		—		664,735		174,240		36,318		1,359,293
Chief Scientific Officer		2022		465,000		—		2,616,995		158,100		20,156		3,260,251

(1) The amounts included in the Stock Options column represent the grant date fair value of stock options granted, calculated in accordance with ASC Topic 718. The valuation assumptions used in determining such amounts are described in Note 10 to our financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023.

(2) Amounts listed for 2022 were paid in 2023 in respect of services rendered in 2022.

(3) Consists of 401(k) Match, life insurance premium and commuting expenses.

2023 Executive Officer Compensation

In reviewing this section, please note that we are permitted to report as a “smaller reporting company” as defined under the U.S. federal securities laws and therefore, among other things, are not required to provide a “Compensation Discussion and Analysis” of the type required by Item 402 of Regulation S-K. The disclosure in this section is intended to supplement the SEC-required disclosure and is not a Compensation Discussion and Analysis.

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Objectives and Philosophy of Our Executive Compensation Program

We recognize that our ability to excel as a company depends on the integrity, knowledge, imagination, skill, diversity and teamwork of our Named Executive Officers and employees. To this end, we strive to create an environment of mutual respect, encouragement and teamwork that rewards commitment and performance and that is responsive to the needs of our Named Executive Officers and employees. Compensation Committee Processes and Role in Determining Executive Compensation The compensation committee of our Board of Directors, which is comprised entirely of independent directors, is tasked with, among other things, setting compensation for our executive officers, including the Named Executive Officers identified above, evaluating and recommending compensation plans and programs to our Board of Directors and awards under those plans, and administering our incentive and equity-based compensation plans. Various members of management and other employees as well as outside advisors or consultants are invited from time to time by the compensation committee to make presentations, to provide objective analyses, financial or other background information, advice, or to otherwise participate in meetings. Members of our executive management team advise and inform the compensation committee regarding potential company-wide and individual performance objectives with respect to incentive compensation plans, and provide evaluations of the achievements of employees under their respective supervision.

The compensation committee has the authority to delegate any of its responsibilities to one or more subcommittees as it deems appropriate. The compensation committee has delegated authority to a stock option committee (which committee currently consists of the following: Dr. Hung and Ms. Markel), within specified parameters, to grant options to our non-executive employees and consultants.

Components of Our Executive Compensation Program

The individual components of our executive compensation program consist primarily of: (a) base salary, (b) annual, performance-based bonuses, (c) long-term equity incentives and (d) retirement savings opportunities and various other benefits offered to all full-time employees. In addition, we provide protection for post-termination benefits in certain instances. We determine the appropriate level for each compensation component based in part, but not exclusively, on our understanding of the market in which we compete for talent, the unique skills and experience of our Named Executive Officers, the length of service of our Named Executive Officers, our overall performance and other considerations we deem relevant. We expect our compensation committee to make compensation decisions that are consistent with our recruiting and retention goals. We review each compensation component for internal equity and consistency between Named Executive Officers with similar levels of responsibility.

Each of the individual components of our Named Executive Officers’ compensation is discussed in more detail below. We do not currently have any specific policies for allocating compensation between short- and long-term compensation or cash and non-cash compensation, although our strategy is to tie a greater percentage of total compensation to stockholder returns through the use of equity incentives. While we have identified particular compensation objectives that each component of our Named Executive Officers’ compensation serves, our compensation programs are designed to be flexible and complementary and to collectively serve all of the compensation objectives described above.

Base Salary

A base salary provides our NEOs with a fixed component of annual compensation for performing specific duties and functions. Base salaries for our Named Executive Officers are determined by members of our compensation committee and other members of our Board based on their experience and review of industry surveys. Salaries are reviewed by our compensation committee on a periodic basis and may be adjusted from time-to-time.

Annual Performance-Based Bonuses

Annual performance-based bonuses provide our Named Executive Officers with an opportunity to earn additional compensation based on achievement of pre-determined short-term corporate goals in order to incentivize our executives to drive growth in key areas of our business. Each of our Named Executive Officers is eligible to receive performance awards based on a target opportunity expressed as a percent of base salary (for 2023: 75% of base salary for Dr. Hung, 40% for Dr. Liu and 40% for Dr. Hattersley). The amount payable to each Named Executive Officer is based on the attainment of pre-established corporate performance goals, which is subject to the discretion

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of the compensation committee, and also of the full Board (other than our Chief Executive Officer) in the case of our Chief Executive Officer. At the beginning of each year, the Board in consultation with the Chief Executive Officer establishes corporate objectives that it believes are the most significant goals for the company in the upcoming year that are critical to the success of the company in the short and long-term. The company does not disclose the specific goals as they contain competitively sensitive information.

Long-Term Equity Incentives

We believe that the achievement of our business and financial objectives should be reflected in the value of our equity, thereby increasing stockholder value. To that end, our Named Executive Officers will be incentivized to achieve these objectives when a larger percentage of their total compensation is tied to the value of our shares. We believe that granting our Named Executive Officers stock options provides a meaningful incentive to achieve increases in the value of our stock price over time, as they will be able to profit from stock options only if our stock price increases relative to the stock option’s exercise price. In addition, we believe that equity grants promote executive retention because they incentivize our executive officers to remain in our employment during the vesting period.

Our Named Executive Officers are generally awarded an initial grant in the form of time-vested stock options and stock options granted under our Long-Term Incentive Plan, or LTIP, which vest based on either market conditions or performance conditions that are met only upon our achievement of important corporate milestones. After commencement of employment, additional grants of time-based stock options are generally awarded on an annual basis to incentivize and motivate Named Executive Officers, as well as continue to create an ownership culture among our employees that provides an incentive to contribute to the continued growth and development of our business and aligns interests of Named Executive Officers with those of our stockholders. In determining the size of the equity incentives to be awarded to our Named Executive Officers, the compensation committee takes into account a number of factors, such as job scope, the vested and unvested value of existing long-term incentive awards, individual performance history, prior contributions to the company and the size of prior equity grants.

Outstanding Equity Awards

The following table provides information regarding outstanding equity awards held by the Named Executive Officers as of December 31, 2023:

		Vesting	Number of Securities
		Commencement	Underlying Unexercised Options					Exercise		Expiration
	Grant Date	Date	Exercisable		Unexercisable			Price		Date
David Hung, M.D.	3/9/21	3/9/21		113,757		51,708	(1)	$	12.66	3/8/31
	3/9/21	3/9/21		—		224,760	(2)	$	12.66	3/8/31
	2/28/22	2/28/22		916,666		1,083,334	(3)	$	5.06	2/27/32
	2/28/23	2/28/23		—		2,500,000	(4)	$	1.94	2/27/33
David Liu, M.D., Ph.D.	7/15/22	7/15/22		173,541		316,459	(5)	$	3.61	7/14/32
	7/15/22	7/15/22		—		292,500	(6)	$	3.61	7/14/32
	8/29/22	8/29/22		105,000		210,000	(7)	$	2.93	8/28/32
	2/28/23	2/28/23		—		500,000	(8)	$	1.94	2/27/33
Gary Hattersley, Ph.D.	1/22/20	1/22/20		398,935		—	(9)	$	1.74	1/21/30
	10/5/20	10/5/20		79,787		319,148	(10)	$	4.60	10/4/30
	2/28/22	2/28/22		229,166		270,834	(11)	$	5.06	2/27/32
	8/29/22	8/29/22		133,333		266,667	(12)	$	2.93	8/28/32
	2/28/23	2/28/23		—		500,000	(13)	$	1.94	2/27/33

______________________________________________

(1) Approximately 69% of the shares subject to this option were vested as of December 31, 2023, and the remainder vest in equal increments on a monthly basis thereafter through March 9, 2025.

(2) None of the shares subject to this option were vested as of December 31, 2023, option vests upon the achievement of certain performance goals, including market-price goals, through October 5, 2030.

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(3) Approximately 46% of the shares subject to this option were vested as of December 31, 2023, and the remainder vest in equal increments on a monthly basis thereafter through February 28, 2026.

(4) None of the shares subject to this option were vested as of December 31, 2023, 25% will vest on February 28, 2024, and the remainder vest in equal increments on a monthly basis thereafter through February 28, 2027.

(5) Approximately 35% of the shares subject to this option were vested as of December 31, 2023, and the remainder vest in equal increments on a monthly basis thereafter through July 15, 2026.

(6) None of the shares subject to this option were vested as of December 31, 2023, option vests upon the achievement of certain performance goals, including market-price goals, through October 5, 2030.

(7) Approximately 33% of the shares subject to this option were vested as of December 31, 2023, and the remainder vest in equal increments on a monthly basis thereafter through August 29, 2026.

(8) None of the shares subject to this option were vested as of December 31, 2023, 25% will vest on February 28, 2024, and the remainder vest in equal increments on a monthly basis thereafter through February 28, 2027.

(9) All of the shares subject to this option were vested as of December 31, 2023.

(10) Approximately 20% of the shares subject to this option were vested as of December 31, 2023, option vests upon the achievement of certain performance goals, including market-price goals, through October 5, 2030.

(11) Approximately 46% of the shares subject to this option were vested as of December 31, 2023, and the remainder vest in equal increments on a monthly basis thereafter through February 28, 2026.

(12) Approximately 33% of the shares subject to this option were vested as of December 31, 2023, and the remainder vest in equal increments on a monthly basis thereafter through August 29, 2026.

(13) None of the shares subject to this option were vested as of December 31, 2023, 25% will vest on February 28, 2024, and the remainder vest in equal increments on a monthly basis thereafter through February 28, 2027.

Employee Benefits

We provide standard employee benefits to our full- and part-time employees, including our Named Executive Officers, in the United States (in the case of part-time, those that work 30 or more hours per week), including health, disability and life insurance and a 401(k) plan as a means of attracting and retaining our executives and employees.

We sponsor a 401(k) plan, which is a retirement savings defined contribution plan established in accordance with Section 401(a) of the Code (in 2023). We provide fully vested Safe Harbor contributions equal to 3% of each employee’s eligible compensation.

Tax Considerations

Our Board has considered the potential future effects of Section 162(m) of the Internal Revenue Code on the compensation paid to our Named Executive Officers. Section 162(m) disallows a tax deduction for any publicly held corporation for individual compensation exceeding $1.0 million in any taxable year for our Chief Executive Officer and each of the other Named Executive Officers (other than our Chief Financial Officer), unless compensation is performance-based. As we are an early-stage pre-commercial company, our Board has not previously taken the deductibility limit imposed by Section 162(m) into consideration in setting compensation.

Pension Benefits

We do not maintain any defined benefit pension plans.

Non-qualified Deferred Compensation

We do not maintain any non-qualified deferred compensation plans.

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Offer Letters

We extended offer letters to each of our Named Executive Officers in connection with their employment. The letters generally provide for at-will employment and set forth the Named Executive Officer’s initial base salary, initial equity grant amount and eligibility for employee benefits. In addition, each of our Named Executive Officers has executed a form of our standard confidential information and invention assignment agreement. The key terms of the offer letters extended to our Named Executive Officers that continue to be in effect are described below.

David Hung, M.D.

In February 2019, we entered into an offer letter with Dr. Hung, our President and Chief Executive Officer. Pursuant to the offer letter, Dr. Hung’s initial base salary was established at $475,000 per year, and his annual target bonus was subsequently established at 75% of his annual base salary, based upon achievement of performance objectives and other criteria determined by our Board of Directors.

David Liu, M.D., Ph.D.

In April 2022, we entered into an offer letter with Dr. Liu, our Chief Medical Officer. Pursuant to the offer letter, Dr. Liu’s initial base salary was established at $475,000 per year, and his annual target bonus was established at 40% of his annual base salary, based upon achievement of performance objectives and other criteria determined by our Board of Directors.

Gary Hattersley, Ph.D.

In June 2019, we entered into an offer letter with Dr. Hattersley, our Chief Scientific Officer. Pursuant to the offer letter, Dr. Hattersley’s initial base salary was established at $425,000 per year, and his annual target bonus was established at 40% of his annual base salary, based upon achievement of performance objectives and other criteria determined by our Board of Directors.

Severance Policy

Under our severance policy applicable to executive officers, upon an involuntary termination without “cause,” executive officers designated as Tier 1 (which includes all of our current executive officers) are eligible to receive, upon execution of a release of claims, cash severance in an amount equal to 12 months of base salary (nine months for Tier 2 and six months for Tier 3), as well as 12 months of COBRA health insurance reimbursement (nine months for Tier 2 and six months for Tier 3). Upon a termination without “cause” or a resignation for “good reason” within 12 months after a “change in control” of our company (each such term as defined in the policy), executive officers are eligible to receive the cash severance and COBRA reimbursement described above and also (1) a lump sum cash payment equal to 100% of target annual bonus if designated as Tier 1 (75% for Tier 2 and 50% for Tier 3); and (2) full acceleration of vesting of any equity awards that are subject to vesting based solely on the passage of time. Vesting of any equity awards that contain unachieved performance conditions at the time of termination is not accelerated under the policy, except as otherwise determined by the Board in its sole discretion.

Compensation for Directors

In April 2023, in consultation with FW Cook, our Board of Directors approved a non-employee director compensation policy. Under the policy, each of our non-employee directors (other than Dr. Cui, who is not compensated by us for his service on our Board) receives an annual cash retainer of $40,000, and our Board Chair receives an additional annual cash retainer of $30,000. In addition, all non-employee directors who serve on one or more committees are eligible to receive the following cash committee fees:

Committee	Chair		Member
Audit	$	15,000	$	7,500
Compensation		12,000		6,000
Nominating and Corporate Governance		10,000		5,000

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Other than the annual retainers and committee fees described above, non-employee directors are not entitled to receive any cash fees in connection with their service on our Board. Each non-employee director, other than Dr. Cui, holds a stock option for 366,744 shares of Class A Stock that was granted in May 2023 and will vest on the earlier of May 15, 2024 or the date of the Annual Meeting. Pursuant to the non-employee director compensation policy, at each annual stockholders’ meeting, each non-employee director whose service will continue after the annual meeting (other than Dr. Cui and any other non-employee director who declines the award) will be granted a stock option for a number of shares of Class A Stock having a grant date fair value of $385,000. These annual stock options will vest in full on the earlier of the one-year anniversary of the date of grant or the next stockholder annual meeting. New non-employee directors will receive an initial stock option grant for a number of shares of Class A Stock having a grant date fair value of $770,000. These initial grants will vest monthly over three years, provided the non-employee director continues to serve. We have a policy of reimbursing our directors for their reasonable out-of-pocket expenses in connection with attending Board of Directors and committee meetings.

Non-Employee Director Compensation

The following table sets forth information concerning the compensation earned by our non-employee directors during the fiscal year ended December 31, 2023:

	Fees Earned or
Name	Paid in Cash		Options Granted (1)		Total
Robert B. Bazemore, Jr.	$	50,167	$	392,434	$	442,601
Kim Blickenstaff	$	47,917	$	392,434	$	440,351
Kathryn E. Falberg	$	55,333	$	392,434	$	447,767
W. Anthony Vernon	$	56,250	$	392,434	$	448,684
Daniel G. Welch	$	92,333	$	392,434	$	484,767

_______________________

(1) The amounts in this column reflect the aggregate grant date fair value of each option award granted during the fiscal year, computed in accordance with FASB ASC Topic 718. The valuation assumptions used in determining such amounts are described in Note 10 to our financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023.

As of December 31, 2023, each of our current non-employee directors held options to purchase an aggregate of 792,047 shares of our Class A Stock, and Mr. Welch who held options to purchase an aggregate of 951,620 shares of our Class A Stock.

Clawback Policy

In 2023, we adopted our Incentive Compensation Recoupment Policy in compliance with requirements under the Dodd Frank Wall Street Reform and Consumer Protection Act and related NYSE listing rules.

Compensation Committee Interlocks and Insider Participation

As noted above, our compensation committee consists of Mr. Bazemore, Mr. Vernon and Mr. Welch. None of the members of our compensation committee has at any time during the past three years been one of our officers or employees. None of our executive officers currently serves or in the prior three years has served as a member of the Board of Directors or compensation committee of any entity that has one or more executive officers serving on our Board of Directors or compensation committee.

Anti-Hedging and Anti-Pledging Policy

The Board has adopted an insider trading policy for our directors, employees and consultants. Under this policy, all of our directors, employees and consultants are prohibited from engaging in short-sales, transactions in put or call options, hedging transactions, margin accounts, pledges, or other inherently speculative transactions with respect to the Company’s stock at any time.

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Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

The following table presents information as to the beneficial ownership of our common stock as of April 15, 2024, for:

•each person, or group of affiliated persons, known by us to beneficially own more than 5% of our common stock;

•each Named Executive Officer;

•each of our directors; and

•all executive officers and directors as a group.

Beneficial ownership is determined in accordance with the rules of the SEC and generally includes voting or investment power with respect to securities. Unless otherwise indicated below, to our knowledge, the persons and entities named in the table have sole voting and sole investment power with respect to all shares beneficially owned, subject to community property laws where applicable. Common stock subject to options that are currently exercisable or exercisable within 60 days of April 15, 2024, are deemed to be outstanding and to be beneficially owned by the person holding the options for the purpose of computing the percentage ownership of that person, but are not treated as outstanding for the purpose of computing the percentage ownership of any other person. Because Class B Stock is convertible into Class A Stock on a share-for-share basis, each beneficial owner of Class B Stock is deemed by the SEC to be a beneficial owner of the same number of shares of Class A Stock. Therefore, in indicating a person’s beneficial ownership of shares of Class A Stock in the table, it has been assumed that such person has converted into Class A Stock all shares of Class B Stock of which such person is a beneficial owner. For these reasons the table contains substantial duplications in the numbers of shares and percentages of Class A Stock and Class B Stock shown for Dr. Hung. Percentages of beneficial ownership of our common stock in the table is based on 245,729,474 shares of Class A Stock issued and outstanding on April 15, 2024 and 1,000,000 shares of Class B Stock issued and outstanding on April 15, 2024. Unless otherwise indicated, each of the persons and entities have sole voting and investment power with respect to the share beneficially owned by them, and the address of each of the individuals and entities named below is c/o Nuvation Bio Inc., 1500 Broadway, Suite 1401, New York, New York, 10036:

	Class A Stack									Class B Stack
				Number of								Number of
	Number of			Shares		Total				Number of		Shares		Total
	Shares			Exercisable		Shares				Shares		Exercisable		Shares
	Beneficially			Within		Beneficially		Percentage		Beneficially		Within		Beneficially		Percentage
Name of Beneficial Owner (1)	Owned (2)			60 Days (3)		Owned (4)		of Class (5)		Owned (2)		60 Days (3)		Owned (4)		of Class (5)
5% and Greater Holders:
David Hung, M.D.		59,281,054	(6)		2,085,642		61,366,696		25.0		1,000,000		—		1,000,000		100
Entities affiliated with FMR LLC (7)		26,130,659			—		26,130,659		10.6		—		—		—		—
Omega Fund V, L.P.(8)		15,072,340			—		15,072,340		6.1		—		—		—		—
Entities affiliated with Blackrock, Inc. (9)		12,882,429			—		12,882,429		5.2		—		—		—		—
Entities affiliated with EcoR1 Capital, LLC (10)		12,674,775			—		12,674,775		5.2		—		—		—		—
Directors and Named Executive Officers:
David Hung, M.D.		59,281,054	(6)		2,085,642		61,366,696		25.0		1,000,000		—		1,000,000		100
David Liu, M.D., Ph.D.		6,000			518,645		524,645	*			—		—		—		—
Gary Hattersley, Ph.D.		—			1,091,222		1,091,222	*			—		—		—		—
Min Cui, Ph.D.		6,172,344			—		6,172,344		2.5		—		—		—		—
Junyuan Jerry Wang, Ph.D.		1,929,747			874,968		2,804,715		1.1		—		—		—		—
Robert B. Bazemore, Jr.		5,000			779,918		784,918	*			—		—		—		—
Kim Blickenstaff		—			787,738		787,738	*			—		—		—		—
Kathryn E. Falberg		250,000			772,100		1,022,100	*			—		—		—		—
W. Anthony Vernon		304,100			787,738		1,091,838	*			—		—		—		—
Daniel G. Welch		—			931,406		931,406	*			—		—		—		—
Robert Mashal, M.D.		—			102,941		102,941	*			—		—		—		—
All company’s directors and executive officers as a group (15 individuals)		67,981,448			11,380,212		79,361,660		32.3		1,000,000		—		1,000,000		100

__________________________

* Represents less than one percent.

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(1) Unless otherwise noted, the business address of each of the following entities or individuals is c/o Nuvation Bio Inc., 1500 Broadway, Suite 1401, New York, NY 10036.

(2) Represents the number of shares of our common stock owned directly or indirectly by each entity and person, and excludes shares underlying options held by our directors and officers, which are reported in the columns titled “Number of Shares Exercisable Within 60 Days”.

(3) Represents shares of our common stock subject to stock options that are or will become exercisable within 60 days of April 15, 2024.

(4) Equals the sum of the number of shares under the table columns titled “Number of Shares Beneficially Owned” and “Number of Shares Exercisable Within 60 Days”.

(5) The calculation of percentages is based upon 245,729,474 shares of Class A Stock issued and outstanding on April 15, 2024 and 1,000,000 shares of Class B Stock issued and outstanding on April 15, 2024, plus for each of the individuals listed above, the number of shares subject to stock options reflected in the column under the heading “Total Shares Beneficially Owned”.

(6) Interests shown include (i) 58,281,054 shares of Class A Stock and (ii) 1,000,000 shares of Class B Stock issuable upon conversion of Class A Stock.

(7) As reported on a Schedule 13G/A filed by FMR LLC and Abigail P. Johnson on February 9, 2024. Abigail P. Johnson is a Director, the Chairman and the Chief Executive Officer of FMR LLC. Members of the Johnson family, including Abigail P. Johnson, are the predominant owners, directly or through trusts, of Series B voting common shares of FMR LLC, representing 49% of the voting power of FMR LLC. The Johnson family group and all other Series B shareholders have entered into a shareholders' voting agreement under which all Series B voting common shares will be voted in accordance with the majority vote of Series B voting common shares. Accordingly, through their ownership of voting common shares and the execution of the shareholders' voting agreement, members of the Johnson family may be deemed, under the Investment Company Act of 1940, to form a controlling group with respect to FMR LLC. Neither FMR LLC nor Abigail P. Johnson has the sole power to vote or direct the voting of the shares owned directly by the various investment companies registered under the Investment Company Act (“Fidelity Funds”) advised by Fidelity Management & Research Company LLC (“FMR Co. LLC”), a wholly owned subsidiary of FMR LLC, which power resides with the Fidelity Funds’ Boards of Trustees. FMR Co. LLC carries out the voting of the shares under written guidelines established by the Fidelity Funds' Boards of Trustees. The principal business address for each person and entity named in this footnote is 245 Summer Street, Boston, MA 02110.

(8) As reported on a Schedule 13D filed by Omega Fund V, L.P. (“Omega Fund”), Omega Fund V GP, L.P. (“Omega GP”), Omega Fund V GP Manager, Ltd. (“Omega Ltd”), Michelle Doig (“Doig”), Claudio Nessi (“Nessi”), Anne-Mari Paster (“Paster”), and Otello Stampacchia (“Stampacchia”) (together, the “Reporting Persons”) on February 13, 2023. Omega Ltd serves as the general partner of Omega GP, which serves as the general partner of Omega Fund; and each of Omega Ltd and Omega GP may be deemed to own beneficially the shares held by Omega Fund. Doig is a partner of Omega Fund and may be deemed to beneficially own the shares held by Omega Fund. Nessi, Paster, and Stampacchia are the directors of Omega Ltd and may be deemed to beneficially own the shares held by Omega Fund. The Reporting Persons may be deemed a “group” for purposes of Section 13 of the Exchange Act and expressly disclaim status as a “group” for purposes of this Schedule 13D. Each of Doig, Nessi, Paster, and Stampacchia expressly disclaims beneficial ownership of the securities reported herein, except to the extent of his or her pecuniary interest therein, if any. The principal business address for each person and entity named in this footnote is 888 Boylston Street, Suite 1111, Boston MA 02199.

(9) As reported on a Schedule 13G filed by BlackRock, Inc. (“BlackRock”), Aperio Group, LLC, BlackRock (Netherlands) B.V., BlackRock Advisors, LLC, BlackRock Asset Management Canada Limited, BlackRock Asset Management Ireland Limited, BlackRock Asset Management Schweiz AG, BlackRock Financial Management, Inc., BlackRock Institutional Trust Company, National Association, BlackRock Investment Management (UK) Limited, BlackRock Investment Management, LLC, BlackRock Japan Co., Ltd., BlackRock Life Limited, (together, the “Reporting Persons”) on January 29, 2024. The principal business address for each person and entity named in this footnote is 50 Hudson Yards, New York, NY 10001.

(10) As reported on a Form 4/A filed by EcoR1 Capital, LLC, EcoR1 Capital Fund, L.P., EcoR1 Capital Fund Qualified, L.P., EcoR1 Venture Opportunity Fund, LP and Biotech Opportunity GP, LLC (together, the “Reporting Persons”) on September 22, 2023. EcoR1 Capital Fund, L.P. (“Capital Fund”) and EcoR1 Capital Fund Qualified, L.P. (“Qualified Fund”) are private investment funds managed by EcoR1 Capital, LLC (“EcoR1”). EcoR1 is the investment adviser to Capital Fund, Qualified Fund and EcoR1 Venture Opportunity Fund, L.P. (“Venture Fund”). EcoR1 is the general partner of Capital Fund and Qualified Fund, and Biotech Opportunity GP, LLC (“Biotech”) is the general partner of Venture Fund. Mr. Nodelman is the manager and controlling owner of EcoR1 and Biotech. The funds hold these securities directly for the benefit of their investors. EcoR1 indirectly beneficially owns them as the investment adviser to the funds. Mr. Nodelman indirectly beneficially owns them as the control person of EcoR1. The Reporting Persons disclaim beneficial ownership of such securities except to the extent of their pecuniary interest therein. EcoR1 Panacea Holdings, LLC is managed by its managing members, Capital Fund, Qualified Fund and Venture Fund. Each of the Reporting Persons may be deemed a beneficial owner of shares held by EcoR1 Panacea Holdings, LLC, but each Reporting Person disclaims beneficial ownership of any such shares except to the extent of its respective pecuniary interest therein. The principal business address for each person and entity named in this footnote is 357 Tehama Street, Floor 3, San Francisco, CA 94103.

Securities Authorized for Issuance under Equity Compensation Plans

The following table provides certain information regarding our equity compensation plans in effect as of December 31, 2023:

					Number of
					Securities Remaining
					Available for Future
					Issuance Under
	Number of Securities				Equity Compensation
	to be Issued Upon		Weighted-Average		Plans (Excluding
	Exercise of		Exercise Price of		Securities Reflected
	Outstanding Options		Outstanding Options		in Column (a))
	(a)		(b)		(c)
Approved by Stockholders (1)		30,649,239	$	3.86		53,183,065
Not Approved by Stockholders		—		—		—
		30,649,239	$	3.86		53,183,065

______________________

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(1) The number of shares remaining available for future issuance includes 43,992,595 shares available under our 2021 Equity Incentive Plan, or 2021 Plan, and 9,190,470 shares available under our 2021 Employee Stock Purchase Plan, or 2021 ESPP.

The number of shares of Class A Stock reserved for issuance under the 2021 Plan automatically increases on January 1 of each year, beginning on January 1, 2022, and continuing through and including January 1, 2031 by 4% of the total number of shares of our common stock outstanding on December 31 of the preceding calendar year, or a lesser number of shares determined by our Board of Directors. The number of shares of Class A Stock reserved for issuance under the 2021 ESPP automatically increases on January 1 of each year, beginning on January 1, 2022, and continuing through and including January 1, 2031 by 1% of the total number of shares of our common stock outstanding on December 31 of the preceding calendar year, or a lesser number of shares determined by our Board of Directors.

Item 13. Certain Relationships and Related Transactions, and Director Independence.

Certain Relationships and Related Party Transactions

The following is a description of transactions since January 1, 2022 to which we have been a party, in which the amount involved exceeds $120,000, and in which any of our directors, executive officers or beneficial holders of more than 5% of our common stock, or an affiliate or immediate family member thereof, had or will have a direct or indirect material interest.

Compensation arrangements for our directors and Named Executive Officers are described under the section entitled “Executive Compensation.”

Indemnification Agreements

Our amended and restated certificate of incorporation contains provisions that limit the liability of our current and former directors for monetary damages to the fullest extent permitted by Delaware law. Delaware law provides that directors of a corporation will not be personally liable for monetary damages for any breach of fiduciary duties as directors, except liability for:

•any breach of the director’s duty of loyalty to the corporation or its stockholders;

•any act or omission not in good faith or that involves intentional misconduct or a knowing violation of law;

•unlawful payments of dividends or unlawful stock repurchases or redemptions; or

•any transaction from which the director derived an improper personal benefit.

Such limitation of liability does not apply to liabilities arising under federal securities laws and does not affect the availability of equitable remedies, such as injunctive relief or rescission. Our amended and restated certificate of incorporation and our Bylaws provide that we are required to indemnify our directors to the fullest extent permitted by Delaware law. Our Bylaws also provide that, upon satisfaction of certain conditions, we shall advance expenses incurred by a director in advance of the final disposition of any action or proceeding, and permit us to secure insurance on behalf of any officer, director, employee or other agent for any liability arising out of his or her actions in that capacity regardless of whether we would otherwise be permitted to indemnify him or her under the provisions of Delaware law. Our amended and restated certificate of incorporation and Bylaws also provide our Board of Directors with discretion to indemnify our officers and employees when determined appropriate by the board. We have entered and expect to continue to enter into agreements to indemnify our directors, executive officers and certain employees. With certain exceptions, these agreements provide for indemnification for related expenses including, among other things, attorneys’ fees, judgments, fines and settlement amounts incurred by any of these individuals in any action or proceeding. We believe that these bylaw provisions and indemnification agreements are necessary to attract and retain qualified persons as directors and officers. We also maintain customary directors’ and officers’ liability insurance.

The limitation of liability and indemnification provisions in our amended and restated certificate of incorporation and Bylaws may discourage stockholders from bringing a lawsuit against our directors for breach of their fiduciary duty. These provisions may also reduce the likelihood of derivative litigation against our directors and

19

officers, even though an action, if successful, might benefit us and other stockholders. Further, a stockholder’s investment may be adversely affected to the extent that we pay the costs of settlement and damage awards against directors and officers as required by these indemnification provisions. At present, there is no pending litigation or proceeding involving any of our directors, officers or employees for which indemnification is sought and we are not aware of any threatened litigation that may result in claims for indemnification.

Insofar as indemnification for liabilities arising under the Securities Act of 1933, as amended, or the Securities Act, may be permitted for directors, executive officers or persons controlling us, we have been informed that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.

Employment Arrangements

We have extended offer letters to our executive officers in connection with their employment as described in greater detail in the section titled “Executive Compensation.”

Policies and Procedures for Related Party Transactions

Our Board of Directors has adopted a written related-person transaction policy setting forth the policies and procedures for the review and approval or ratification of related person transactions. This policy covers, with certain exceptions set forth in Item 404 of Regulation S-K, any transaction, arrangement or relationship, or any series of similar or related transactions, arrangements or relationships in which we were or are to be a participant, where the amount involved exceeds $120,000 and a related person had or will have a direct or indirect material interest, including, without limitation, purchases of goods or services by or from the related person or entities in which the related person has a material interest, indebtedness, guarantees of indebtedness and employment by us of a related person.

In addition, under our code of conduct, our employees and directors have an affirmative responsibility to disclose any transaction or relationship that reasonably could be expected to give rise to a conflict of interest to our legal department, or, if the employee is an executive officer, to our Board of Directors.

In considering related-person transactions, our audit committee (or other independent body of our Board of Directors) will take into account the relevant available facts and circumstances including, but not limited to, the risks, costs and benefits to us, the terms of the transaction, the availability of other sources for comparable services or products and, if applicable the impact on a director’s independence in the event that the related person is a director, immediate family member of a director or an entity with which a director is affiliated.

Board Independence

Under the listing standards of the NYSE, a majority of the members of a listed company’s Board of Directors must qualify as “independent,” as affirmatively determined by the Board of Directors. The Board consults with the Company’s counsel to ensure that the Board’s independence determinations are consistent with relevant securities and other laws and regulations regarding the definition of “independent,” including those set forth in pertinent listing standards of the NYSE, as in effect from time to time.

Consistent with these considerations, after review of all relevant identified transactions or relationships between each director, or any of his or her family members, and the Company, its senior management and its independent auditors, the Board has affirmatively determined that the following seven directors are independent directors within the meaning of the applicable NYSE listing standards: Robert B. Bazemore, Jr., Kim Blickenstaff, Min Cui, Ph.D., Kathryn E. Falberg, Robert Mashal, M.D., W. Anthony Vernon and Daniel G. Welch.

In making this determination, the Board found that none of these directors or nominees for director had a material or other disqualifying relationship with the Company. In making those independence determinations, the Board took into account certain relationships and transactions that occurred in the ordinary course of business between the Company and entities with which some of its directors are or have been affiliated. The Board considered the

20

following relationships and transactions that occurred during any 12-month period within the last three fiscal years and determined that they were not material direct or indirect relationships with the Company:

•Dr. Hung and Mr. Vernon both currently serve on the board of directors of Novocure Ltd.

As provided in the Company’s Related-Person Transactions Policy, the Board considered that the aggregate dollar amount of the transactions during any 12-month period within the last three fiscal years did not exceed the greater of $1 million or 2% of the other company’s consolidated gross revenues and, therefore, was not regarded as compromising the director’s independence. Based on this review, the Board affirmatively determined that all of the directors nominated for election at the Annual Meeting are independent under the standards set forth in the Company’s Corporate Governance Guidelines and applicable NYSE listing standards.

Item 14. Principal Accountant Fees and Services.

Independent Registered Public Accounting Firm Fees and Services

KPMG LLP was appointed as our independent registered accounting firm in February 2021. The following table sets forth the aggregate fees for professional services rendered by KPMG LLP to us for the fiscal years ended December 31, 2023 and December 31, 2022 (in thousands):

	Years Ended December 31,
	2023		2022
	(In thousands)
Audit Fees(1)	$	587	$	570
Audit-Related Fees		—		—
Tax Fees		—		—
All Other Fees		—		—
Total fees	$	587	$	570

_____________________

(1) The Audit fees consist of professional services rendered in connection with the audit of our annual financial statements, and review of interim financial statements. This category also includes professional services rendered in connection with our Form S-8 registration statement, including delivery of a consent and review of documents filed with the SEC.

All fees incurred were pre-approved by our audit committee.

Pre-Approval Policies and Procedures

Our audit committee has adopted a policy and procedures for the pre-approval of all audit and non-audit services to be rendered by our independent registered public accounting firm, KPMG LLP. During the fiscal year ended December 31, 2023, the audit committee pre-approved all audit and non-audit services performed by KPMG LLP. Under the policy, the audit committee generally pre-approves specified services up to specified amounts. Pre-approval may also be given as part of the audit committee’s approval of the scope of the engagement of our independent registered public accounting firm or on a case-by-case basis for specific tasks before an engagement.

The audit committee has determined that the rendering of services other than audit services by KPMG LLP is compatible with maintaining the principal accountant’s independence.

PART IV

Item 15. Exhibits, Financial Statement Schedules.

3. Exhibits

We hereby file or incorporate by reference as part of this Amendment on Form 10-K the exhibits listed in the attached Exhibit Index.

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		Incorporated by Reference
Exhibit Number	Description	Schedule/ Form	File No.	Exhibit	Filing Date
2.1+	Agreement and Plan of Merger, dated October 20, 2020	S-4/A	333-250036	2.1	January 8, 2021
2.2	Agreement and Plan of Merger and Reorganization, dated March 24, 2024, by and among Nuvation Bio Inc., AnHeart Therapeutics Ltd., Artemis Merger Sub I, Ltd. and Artemis Merger Sub II, Ltd.	8-K	001-39351	2.1	March 25, 2024
3.1	Amended and Restated Certificate of Incorporation	8-K	001-39351	3.1	February 12, 2021
3.2	Amended and Restated Bylaws	8-K	001-39351	3.2	February 12, 2021
3.3	Form of Certificate of Designation of Preferences, Rights and Limitations of Series A Non-Voting Convertible Preferred Stock	8-K	001-39351	3.1	March 25, 2024
4.1	Specimen Class A Common Stock Certificate	S-4/A	333-250036	4.4	January 8, 2021
4.2	Specimen Warrant Certificate	S-1/A	333-239138	4.4	June 23, 2020
4.3	Warrant Agreement, dated June 30, 2020, between Continental Stock Transfer & Trust Company and the Registrant	S-1/A	333-239138	4.4	June 23, 2020
4.4	Description of Securities	10-K	001-39351	4.4	March 11, 2021
10.1	Form of PIPE Subscription Agreements	8-K	001-39351	10.1	October 21, 2020
10.2	Forward Purchase Agreement, dated June 30, 2020, between Registrant, EcoR1 Panacea Holdings, LLC, EcoR1 Capital Fund, L.P., EcoR1 Capital Fund Qualified, L.P. and EcoR1 Venture Opportunity Fund, L.P.	8-K	000-39315	10.7	July 6, 2020
10.3#	2021 Equity Incentive Plan	8-K	001-39351	10.3	February 12, 2021
10.4#	Forms of Option Grant Notice and Option Agreement under the 2021 Equity Incentive Plan	8-K	001-39351	10.4	February 12, 2021
10.5#	Forms of RSU Award Grant Notice and Agreement under the 2021 Equity Incentive Plan	8-K	001-39351	10.5	February 12, 2021
10.6#	2021 Employee Stock Purchase Plan	8-K	001-39351	10.6	February 12, 2021
10.7#	2019 Equity Incentive Plan, as amended, of Legacy Nuvation Bio	S-4	333-250036	10.13	November 12, 2020
10.8#	Forms of Option Grant Notice and Option Agreement under the 2019 Equity Incentive Plan, as amended, of Legacy Nuvation Bio	S-4	333-250036	10.14	November 12, 2020
10.9#	Form of Indemnification Agreement	S-4/A	333-250036	10.8	January 19, 2021
10.10#	Severance and Change in Control Plan	S-4/A	333-250036	10.12	January 8, 2021
10.11	Amended and Restated Registration Rights Agreement, dated February 10, 2021, by and among the Registrant, the EcoR1 Panacea	8-K	001-39351	10.12	February 12, 2021

22

	Holdings, LLC, Cowen Investments and certain other stockholders of the Registrant party thereto
10.12	Letter Agreement, dated June 30, 2020, by and among the Registrant, EcoR1 Panacea Holdings, LLC, Cowen Investments, and the Registrant’s officers and directors	8-K	001-39351	10.1	July 6, 2020
10.13	Agreement of Lease by and between Zapco 1500 Investment, L.P. and Legacy Nuvation Bio, dated June 30, 2019	S-4/A	333-250036	10.17	December 18, 2020
10.14†	Asset Acquisition Agreement by and between RePharmation Inc., GIRAFPHARMA LLC and David Hung, dated January 21, 2019	S-4/A	333-250036	10.19	December 18, 2020
10.15	Stock Restriction Agreement by and between the Legacy Nuvation Bio and David Hung, dated June 17, 2019	S-4	333-250036	10.21	November 12, 2020
10.16	Form of Lock-Up Agreement	8-K	001-39351	10.6	October 21, 2020
10.17#*	Employment Agreement by and between Legacy Nuvation Bio and David Hung, dated February 11, 2019
10.18#*	Employment Letter Agreement by and between Legacy Nuvation Bio and Gary Hattersley, dated June 28, 2019
10.19#*	Employment Letter Agreement by and between Nuvation Bio Inc. and David Liu, dated April 30, 2022
10.20#*	AnBio Therapeutics Ltd 2021 Equity Incentive Plan
10.21#*	Forms of Option Grant Notice and Option Agreement under the AnBio Therapeutics Ltd 2021 Equity Incentive Plan
10.22#*	Forms of RSU Award Grant Notice and Agreement under the AnBio Therapeutics Ltd 2021 Equity Incentive Plan
10.23	Form of Voting Agreement, by and among Nuvation Bio Inc., AnHeart Therapeutics Ltd. and certain shareholders of AnHeart Therapeutics Ltd.	8-K	001-39351	10.1	March 25, 2024
10.24	Form of Voting Agreement, by and among Nuvation Bio Inc., AnHeart Therapeutics Ltd. and David Hung.	8-K	001-39351	10.2	March 25, 2024
10.25	Form of Lock-Up Agreement, by and among Nuvation Bio Inc., AnHeart Therapeutics Ltd. and certain shareholders of AnHeart Therapeutics Ltd.	8-K	001-39351	10.3	March 25, 2024
10.26	Amended and Restated Warrant Agreement, dated April 9, 2024, by and among Nuvation Bio Inc. and Continental Stock Transfer & Trust Company.	8-K	001-39351	10.1	April 10, 2024

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10.27*	Letter Agreement by and between David Hung, M.D. and Junyuan Jerry Wang, Ph.D., dated March 24, 2024
14.1	Code of Business Conduct and Ethics	8-K	001-39351	14.1	February 12, 2021
19.1	Insider Trading Policy	10-K	001-39351	19.1	February 29, 2024
16.1	Letter from Withum	8-K	001-39351	16.1	February 12, 2021
21.1	List of Subsidiaries	8-K	001-39351	21.1	February 12, 2021
23.1	Consent of KPMG LLP, independent registered public accounting firm	10-K	001-39351	23.1	February 29, 2024
					y
31.1	Certification of Chief Executive Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.	10-K	001-39351	31.1	February 29, 2024
31.2	Certification of Principal Financial Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.	10-K	001-39351	31.2	February 29, 2024
31.3*	Certification of Chief Executive Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.4*	Certification of Principal Financial Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1	Certification of Chief Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.	10-K	001-39351	32.1	February 29, 2024
32.2*	Certification of Chief Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
97.1	Incentive Compensation Recoupment Policy	10-K	001-39351	97.1	February 29, 2024
101.INS	Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document.
101.SCH	Inline XBRL Taxonomy Extension Schema With Embedded Linkbase Documents
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

+ Certain of the exhibits and schedules to this Exhibit have been omitted in accordance with Regulation S-K Item 601. The Registrant agrees to furnish a copy of all omitted exhibits and schedules to the SEC upon its request.

# Indicates a management contract or compensatory plan, contract or arrangement.

† Portions of this exhibit, as marked by asterisks, have been omitted in accordance with Regulation S-K Item 601.

* Filed herewith.

24

Item 16. Form 10K Summary

None.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	NUVATION BIO INC.
Date: April 26, 2024	By:	/s/ David Hung, M.D.
		David Hung, M.D.
		President and Chief Executive Officer

25

EX-10.17

Exhibit 10.17

EMPLOYMENT AGREEMENT

February 11, 2019 David T. Hung

15 Central Park West, Apartment 35D New York, NY 10023

Re: Employment Terms

Dear David:

This letter agreement (the “Agreement”) will confirm the terms of your employment with RePharmation Inc. (the “Company”) in the position of Chief Executive Officer.

You are expected to adhere to the general employment policies and practices of the Company that may be in effect from time to time, except that when the terms of this Agreement conflict with the Company’s general employment policies or practices, this Agreement will control. The Company may change your position, duties, work location and compensation from time to time in its discretion.

Your salary will be determined by the Company (subject to the approval of the director(s) elected by the holders of the Company’s Preferred Stock, to the extent any are appointed from time to time), and paid, less payroll deductions and withholdings, in accordance with the Company’s payroll practices in effect from time to time. You are eligible for the Company’s standard benefits. The Company may change compensation and benefits from time to time in its discretion.

As an exempt salaried employee, you are expected to work the Company’s normal business hours as well as additional hours as required by the nature of your work, and you are not entitled to overtime compensation. During your employment with the Company, you shall devote your full business time and attention (except for permitted vacation periods and reasonable periods of illness or other incapacity) to the business and affairs of the Company and its affiliates. Notwithstanding the foregoing, you may engage in civic and not-for-profit activities and serve on the boards of directors of or as an advisor to non-competitive private or public companies, provided that such service does not materially interfere with the performance of your duties to the Company and that you receive advanced written approval for any for-profit board or advisory service from the director(s) elected by the holders of the Company’s Preferred Stock, to the extent any are appointed from time to time (or, prior to the conversion or repayment of the convertible promissory notes, from the holders of a majority in interest of such notes). You shall perform your duties and responsibilities to the best of your ability in a diligent, trustworthy and lawful manner.

As a condition of your continued employment, you must sign and abide by the Company’s form of Employee Confidential Information and Invention Assignment Agreement, a copy of which is

David T. Hung February 11, 2019

Page 2

attached hereto as Exhibit A, which prohibits unauthorized use or disclosure of the Company’s proprietary information, among other obligations.

In your work for the Company, you are expected not to use or disclose any confidential information, including trade secrets, of any former employer or other person to whom you have an obligation of confidentiality. Rather, you are expected to use only that information which is generally known and used by persons with training and experience comparable to your own, which is common knowledge in the industry or otherwise legally in the public domain, or which is otherwise provided or developed by the Company. You agree that you have not and will not bring onto Company premises any unpublished documents or property belonging to any former employer or other person to whom you have an obligation of confidentiality. You hereby represent that you have disclosed to the Company any contract you have signed that may restrict your activities on behalf of the Company.

Your employment with the Company is “at-will.” This means that either you or the Company may terminate your employment at any time, with or without cause, and with or without advance notice. Your continued employment may be contingent upon a background check clearance, reference check, and satisfactory proof of your right to work in the United States. You agree to provide any documentation or information at the Company’s request to facilitate these processes.

During the period of your employment and for the one (1) year period after the termination of your relationship with the Company for any reason, you will not, as an officer, director, employee, consultant, owner, partner, or in any other capacity, either directly or through others, except on behalf of the Company:

(a)in any way, directly, indirectly, individually or through any other person, or for the benefit of any other person, own, manage, operate, control or participate in the ownership, management, operation, control of, or consult with or perform services for, or be connected in any manner with (whether as principal, agent, employee, employer, investor, consultant, shareholder, partner, member, financier or in any other individual or representative capacity of any kind whatsoever), any Competitive Business anywhere in the Restricted Territory (as such terms are defined below);

(b)recruit, solicit, induce, encourage, or participate in hiring, recruiting, soliciting, inducing or encouraging any person known to you to be an employee, consultant, or independent contractor of the Company to terminate his or her relationship with the Company, even if you did not initiate the discussion or seek out the contact;

(c)solicit, induce, encourage or attempt to solicit, induce, or encourage any customer or prospective customer of the Company, to terminate, diminish, or otherwise alter in a manner harmful to the Company, its relationship with the Company; or

(d)solicit, induce, encourage or attempt to solicit, induce, or encourage, any franchisee, joint venture, supplier, vendor or contractor that conducted business with the Company at any time during the two-year period preceding the termination of your employment with the Company, to terminate or adversely modify any business relationship

David T. Hung February 11, 2019

Page 3

with the Company or not to proceed with, or enter into, any business relationship with the Company, nor shall you otherwise interfere with any business relationship between the Company and any such franchisee, joint venture, supplier, vendor or contractor.

Nothing in this Agreement shall prevent you from owning as a passive investment less than one percent (1%) of the outstanding shares of the capital stock of a publicly-held corporation if (a) such shares are actively traded on the New York Stock Exchange, the Nasdaq Stock Market, the OTC Bulletin Board or any other similar market or stock exchange, and (b) you are not otherwise associated directly or indirectly with such corporation or any affiliate of such corporation. Notwithstanding the foregoing, you may become employed by a business that engages in a Competitive Business, provided that you do not, directly or indirectly, participate in any aspect of the entity or activity that conducts the Competitive Business (as such term is defined below).

For purposes of this Agreement:

(a)“Competitive Business” means involvement in the acquisition, discovery or development of pharmaceutical product candidates that (1) are designed to specifically target the same molecular target as the programs pursued by the Company during the period of your employment and (2) either (i) exert such product candidates’ primary mechanism of action through binding such molecular target or (ii) exert such product candidates’ substantial pharmacological activity for the treatment of a disease condition through binding of the product candidate to the same molecular target as the programs pursued by the Company during the period of your employment; and

(b)“Restricted Territory” shall be global, given the nature of the business of the Company.

You acknowledge that you will derive significant value from the Company’s agreement to provide you with confidential information to enable you to optimize the performance of your duties to the Company. You further acknowledge that your fulfillment of the obligations contained in this Agreement, including, but not limited to, your obligation neither to disclose nor to use the Company’s confidential information other than for the Company’s exclusive benefit and your obligations not to compete and not to solicit are necessary to protect the Company’s confidential information and, consequently, to preserve the value and goodwill of the Company. You agree that this Agreement does not prevent you from earning a living or pursuing your career. You agree that the restrictions contained in this Agreement are reasonable, proper, and necessitated by the Company’s legitimate business interests. You represent and agree that you are entering into this Agreement freely and with knowledge of its contents with the intent to be bound by the Agreement and the restrictions contained in it. In the event that a court finds this Agreement, or any of its restrictions, to be overbroad, ambiguous, unenforceable, or invalid, you and the Company agree that the court will read the Agreement as a whole and interpret the restriction(s) at issue to be enforceable and valid to the maximum extent allowed by law.

The covenants set forth above shall be construed as a series of separate covenants, one for each city, county and state of any geographic area in the Restricted Territory. If the court declines to enforce this Agreement in the manner provided above, this Agreement will be automatically modified to

David T. Hung February 11, 2019

Page 4

provide the Company with the maximum protection of its business interests allowed by law, and you agree to be bound by this Agreement as modified.

If you are offered employment or the opportunity to enter into any business venture as owner, partner, consultant or other capacity while the restrictions described above are in effect, you agree to inform your potential employer, partner, co-owner and/or others involved in managing the business with which you have an opportunity to be associated of your obligations under this Agreement.

To ensure the timely and economical resolution of disputes that may arise in connection with your employment with the Company, any and all disputes, claims, or causes of action arising from or relating to the enforcement, breach, performance, negotiation, execution, interpretation, breach, or enforcement of this Agreement, or your employment, or the termination of your employment, including but not limited to all statutory claims, will be resolved pursuant to the Federal Arbitration Act, 9 U.S.C. §1-16, and to the fullest extent permitted by law, by final, binding and confidential arbitration by a single arbitrator conducted in New York, NY, by Judicial Arbitration and Mediation Services Inc. (“JAMS”) under the then applicable JAMS rules (at the following web address: https://www.jamsadr.com/rules-employment-arbitration/). A hard copy of the rules will be provided to you upon request. By agreeing to this arbitration procedure, both you and the Company waive the right to resolve any such dispute through a trial by jury or judge or administrative proceeding. In addition, all claims, disputes, or causes of action under this section, whether by you or the Company, must be brought in an individual capacity, and shall not be brought as a plaintiff (or claimant) or class member in any purported class or representative proceeding, nor joined or consolidated with the claims of any other person or entity. The arbitrator may not consolidate the claims of more than one person or entity, and may not preside over any form of representative or class proceeding. To the extent that the preceding sentences regarding class claims or proceedings are found to violate applicable law or are otherwise found unenforceable, any claim(s) alleged or brought on behalf of a class shall proceed in a court of law rather than by arbitration. The Company acknowledges that you will have the right to be represented by legal counsel at any arbitration proceeding. The arbitrator shall: (a) have the authority to compel adequate discovery for the resolution of the dispute and to award such relief as would otherwise be permitted by law; (b) issue a written arbitration decision, to include the arbitrator’s essential findings and conclusions and a statement of the award; and (c) be authorized to award any or all remedies that you or the Company would be entitled to seek in a court of law. The Company shall pay all JAMS’ arbitration fees in excess of the amount of court fees that would be required of you if the dispute were decided in a court of law. The arbitrator shall have the sole and exclusive authority to determine whether a dispute, claim or cause of action is subject to arbitration under this section and to determine any procedural questions which grow out of such disputes, claims or causes of action and bear on their final disposition. Nothing in this Agreement is intended to prevent either you or the Company from obtaining injunctive relief in court to prevent irreparable harm pending the conclusion of any such arbitration. Any awards or orders in such arbitrations may be entered and enforced as judgments in the federal and state courts of any competent jurisdiction. To the extent applicable law prohibits mandatory arbitration of sexual harassment claims, in the event you intend to bring multiple claims, including a sexual harassment claim, the sexual harassment claim may be publicly filed with a court, while any other claims will remain subject to mandatory arbitration.

David T. Hung February 11, 2019

Page 5

This Agreement, together with your Employee Confidential Information and Invention Assignment Agreement, forms the complete and exclusive agreement regarding the subject matter hereof. It supersedes any other agreements or promises by anyone, whether oral or written. It is entered into without reliance on any promise or representation other than those expressly contained herein. Modifications or amendments to this Agreement, other than those changes expressly reserved to the Company’s discretion in this Agreement, must be made in a written agreement signed by you and a duly authorized member of the Company’s Board of Directors, which, if one is serving at that time, shall be a director elected by the holders of the Company’s Preferred Stock. This Agreement is intended to bind and inure to the benefit of and be enforceable by you and the Company, and our respective successors, assigns, heirs, executors and administrators, except that you may not assign any of your duties or rights hereunder without the express written consent of the Company. Each provision of this Agreement will be interpreted in such a manner as to be effective and valid under applicable law, but if any provision of this Agreement is determined to be invalid or unenforceable, in whole or in part, this determination shall not affect any other provision of this Agreement, and the provision in question shall be modified so as to be rendered enforceable in a manner consistent with the intent of the parties insofar as possible under applicable law. This Agreement and the terms of your employment with the Company shall be governed in all aspects by the laws of the State of New York.

Sincerely,

David T. Hung, Chief Executive Officer

David T. Hung

Understood and accepted:

February 11, 2019 Date

Exhibit A: Employee Confidential Information and Invention Assignment Agreement

EXHIBIT A

CONFIDENTIAL INFORMATION AND INVENTION ASSIGNMENT AGREEMENT

EX-10.18

Exhibit 10.18

June 28, 2019

Gary Hattersley, Ph.D. 22

Brandymeade Circle

Stowe, MA 01775

Re: Offer Letter for Chief Scientific Officer

Dear Gary:

Nuvation Bio Inc. (the "Company") is pleased to offer you the position of Chief Scientific Officer on the terms set forth in this letter agreement (the "Agreement").

You will be responsible for leading and overseeing scien1ific research. drug discovery and pre-clinical development of all assets/programs and will report to me. You will work at our offices located in New York, New York, although I recognize you will be commuting from Boston and have personal obligations outside of New York. You shall devote your best efforts and full business time. skill and attention to the performance of your duties. You will also be expected to adhere to the general employment policies and practices of the Company that may be in effect from time to time, except that when the terms of this Agreement conflict with the Company's general employment policies or practices, this Agreement will control. The Company may change your position, duties, work location and compensation from time to time in its discretion.

Your salary will be paid at the annual rate of $425,000. less payroll deductions and withholdings, paid in accordance with the Company's payroll practices as in effect from time to time. As an exempt salaried employee, you will not be entitled to overtime compensation. The Company may change compensation and benefit plans from time to time in its discretion without advance notice. You will be eligible for annual cash incentive bonus with a target of 40% of salary. which will be payable based on performance against predetermined objectives as set by the Company's Board of Directors (the "Board") and executive management team. The Company will pay you this bonus, if any, by no later than March 15th of the following calendar year. The bonus is not earned until paid, and no pro-rated amount will be paid if your employment terminates for any reason prior to the payment date.

Gary Hattersley, Ph.D.

Page 2

You will be eligible to participate in all benefit programs currently available to all

employees at your level provided that you are eligible under (and subject to all

provisions of) the plan documents governing those programs. The company has put

together a rich health benefit program for you and your dependents at a minimal cost. These benefits include medical, dental, vision, life insurance, short term and long-term disability, and 401 (k) retirement pion. The company will contribute 95% of the premiums for both the medical and dental pion for all levels of coverage, but will not contribute to any deductibles or copays. These benefits ore subject to the rules, terms and

conditions for participation of the applicable benefit plans and policies.

Subject to approval by the Board, under the Company's 2019 Equity Incentive Plan (the "Plan"), the Company will grant you on option to purchase 2,035,300 shores of the

Company's Common Stock at fair market value as determined by the Board as of the date of grant (the "Option"). The Option will be subject to the terms and conditions of the Plan and your grant agreement. Your grant agreement will include a four-year

vesting schedule, under which 25 percent of your shares will vest after twelve months of employment, with the remaining shares vesting monthly thereafter, subject to your

continuous service with the Company on each such vesting date. No right to any stock is earned or accrued until such time that vesting occurs, nor does this grant confer any right to continued vesting or employment.

In your work for the Company, you will be expected not to use or disclose any

confidential information, including trade secrets, of any former employer or other

person to whom you have on obligation of confidentiality. Rother, you will be expected to use only that information which is generally known and used by persons with training and experience comparable to your own, which is common knowledge in the industry or otherwise legally in the public domain, or which is otherwise provided or developed by the Company. You agree that you will not bring onto Company premises any

unpublished documents or property belonging to any former employer or other person to whom you have an obligation of confidentiality. You hereby represent that you have disclosed to the Company any contract you have signed that may restrict your

activities on behalf of the Company.

Your employment with Company will be "at-will." This means that you may terminate your employment with the Company at any time and for any reason whatsoever simply by notifying the Company, and the Company may terminate your employment at any time, with or without cause or advance notice. Your employment at-will status can only be modified in a written agreement signed by you and by an officer of the Company.

Gary Hattersley, Ph.D.

Page 3

This offer may be contingent upon a background check clearance, reference check,

and satisfactory proof of your right to work in the United States. You agree to provide

any documentation or information at the Company's request to facilitate these

processes.

To ensure the timely and economical resolution of disputes that may arise in connection with your employment with the Company, you and the Company agree that any and all disputes, claims, or causes of action arising from or relating to the enforcement, breach, performance, negotiation, execution, or interpretation of this Agreement, the ECIIAA, or your employment, or the termination of your employment, including but not limited to all statutory claims, will be resolved pursuant to the Federal Arbitration Act, 9 U.S.C. §1-16, and to the fullest extent permitted by law, by final, binding and confidential arbitration by a single arbitrator conducted in Seattle, Washington by Judicial Arbitration and Mediation Services Inc. (“JAMS”) under the then applicable JAMS rules (at the following web address: https://www.jamsadr.com/rules-employment-arbitration/). A hard copy of the rules will be provided to you upon request. By agreeing to this arbitration procedure, both you and the Company waive the right to resolve any such dispute through a trial by jury or judge or administrative proceeding. In addition, all claims, disputes, or causes of action under this provision, whether by you or the Company, must be brought in an individual capacity, and shall not be brought as a plaintiff (or claimant) or class member in any purported class or representative proceeding, nor joined or consolidated with the claims of any other person or entity. The Arbitrator may not consolidate the claims of more than one person or entity, and may not preside over any form of representative or class proceeding. To the extent that the preceding sentences regarding class claims or proceedings are found to violate applicable law or are otherwise found unenforceable, any claim(s) alleged or brought on behalf of a class shall proceed in a court of law rather than by arbitration. The Company acknowledges that you will have the right to be represented by legal counsel at any arbitration proceeding. Questions of whether a claim is subject to arbitration under this agreement) shall be decided by the arbitrator. Likewise, procedural questions which grow out of the dispute and bear on the final disposition are also matters for the arbitrator. The arbitrator shall: (a) have the authority to compel adequate discovery for the resolution of the dispute and to award such relief as would otherwise be permitted by law; (b) issue a written arbitration decision, to include the arbitrator’s essential findings and conclusions and a statement of the award; and (c) be authorized to award any or all remedies that you or the Company would be entitled to seek in a court of law. You and the Company shall equally share all JAMS’ arbitration fees. Each party is responsible for its own attorneys’ fees, except as expressly set forth in your ECIIAA. Nothing in this Agreement is intended to prevent either you or the Company from obtaining injunctive relief in court to prevent irreparable harm pending the conclusion of any such arbitration. Any awards or orders in such arbitrations may be entered and enforced as judgments in the federal and state courts of any competent jurisdiction. To the extent applicable law prohibits mandatory arbitration of sexual

Gary Hattersley, Ph.D.

Page 4

harassment claims, in the event you intend to bring multiple claims, including a sexual harassment claim, the sexual harassment claim may be publicly filed with o court, while any other claims will remain subject to mandatory arbitration.

This Agreement, together with your ECIIAA, forms the complete and exclusive

agreement regarding the subject matter hereof. It supersedes any other agreements or promises by anyone, whether oral or written. including, for avoidance of doubt, the

previous offer letter dated March 15, 2019. It is entered into without reliance on any

promise or representation other than those expressly contained herein. Modifications or amendments to this Agreement, other than those changes expressly reserved to the Company's discretion in this Agreement, must be mode in a written agreement signed by you and a duly authorized officer of the Company. This Agreement is intended to bind and inure to the benefit of and be enforceable by you and the Company, and our respective successors, assigns, heirs, executors and administrators, except that you may not assign any of your duties or rights hereunder without the express written

consent of the Company. Each provision of this Agreement will be interpreted in such a manner as to be effective and valid under applicable low, but if any provision of this Agreement is determined to be invalid or unenforceable, in whole or in port, this

determination shall not affect any other provision of this Agreement, and the provision in question shall be modified so as to be rendered enforceable in o manner consistent with the intent of the parties insofar as possible under applicable low. This Agreement and the terms of your employment with the Company shall be governed in all aspects by the lows of the State of New York.

Please sign and date this Agreement, and the enclosed Employee Confidential

Information and Inventions Assignment Agreement, and return them to me by July 8,

2019, if you wish to accept employment at the Company under the terms described above. You must also sign and complete the attached general statement regarding overtime pay required by the State of New York. If you accept our offer, we would like you to start as soon as possible.

Gary Hattersley, Ph.D.

Page 5

We look forward to your favorable reply and to a productive and enjoyable work relationship.

Sincerely,

/s/ David Hung, M.D.

David Hung, M.D.

Founder, President and Chief Executive Officer

Understood and accepted:

/s/ Gary Hattersley, Ph.D.

Gary Hattersley

June 30, 2019

Date

Exhibit A: Employee Confidential Information and Inventions Assignment Agreement

EXHIBIT A

EMPLOYEE CONFIDENTIAL INFORMATION AND INVENTION ASSIGNMENT AGREEMENT TO BE SENT SEPARATELY

EX-10.19

Exhibit 10.19

April 30, 2022

Dongfang Liu, MD, PhD

12925 Northeast 100th Lane

Kirkland, WA 98033

Re: Offer Letter for Chief Medical Officer

Dear Dongfang:

Nuvation Bio Inc. (the “Company”) is pleased to offer you the position of Chief Medical Officer on the terms set forth in this letter agreement (the “Agreement”).

In this role, you will be a key member of the Executive Committee and will provide leadership and direction for Nuvation Bio’s pipeline of clinical development programs. The CMO will be responsible for the strategy, direction, and execution of the company’s clinical development plans. You will report into the CEO and President, David Hung, with a start date to be determined. You will be remotely based and will come to our corporate offices as needed. You shall devote your best efforts and full business time, skill, and attention to the performance of your duties. You will also be expected to adhere to the general employment policies and practices of the Company that may be in effect from time to time, as amended in accordance with applicable law. However, when the terms of this Agreement conflict with the Company’s general employment policies or practices, this Agreement will control. The Company may change your position, duties, work location and compensation from time to time in its discretion.

Your salary will be paid at the annual rate of $475,000.00, less payroll deductions and withholdings, paid in accordance with the Company’s payroll practices, as in effect from time to time. As an exempt salaried employee, you will not be entitled to overtime compensation. The Company may change compensation and benefit plans from time to time in its discretion without advance notice.

You will be eligible to receive a discretionary annual cash incentive bonus with a target of 40% of salary, which will be determined in the Company’s sole discretion which will be based on performance against predetermined objectives as set by the Company’s Board of Directors (the “Board”) and executive management team. The bonus is not earned until paid, and no pro-rated amount will be paid if your employment terminates

Dongfang Liu

Page 2

for any reason prior to the payment date. The Company will pay you this bonus, if any, by no later than March 15th of the following calendar year

You will be eligible to participate in all benefit programs currently available to all employees at your level provided that you are eligible under (and subject to all provisions of) the plan documents governing those programs. The company has put together a rich health benefit program for you and your dependents at a minimal cost. These benefits include medical, dental, vision, life insurance, short term and long-term disability, and 401(k) retirement plan. These benefits are subject to the rules, terms and conditions for participation of the applicable benefit plans and policies. The benefits programs may be modified from time to time in accordance with applicable laws.

Subject to approval by the Board, under the Company’s 2021 Equity Incentive Plan (the “Plan”), the Company will grant you two (2) different options to purchase shares of the Company’s Class A Common Stock, totaling 782,500 shares, at a fair market value as determined by the Board as of the date of grant (the “Options”). The grant date of these options will be your hire date. An amount of 490,000 of the shares subject to the Options will vest based on the satisfaction of time-based vesting conditions alone (the “Time-Based Option”). The Time-Based Option will have a four-year vesting schedule, under which 25 percent of your shares will vest after twelve months of employment, with the remaining shares vesting monthly thereafter, subject to your continuous service with the Company on each such vesting date. An amount of 292,500 of the shares subject to the Options will vest based on the satisfaction of both

time-based vesting conditions and performance-based vesting conditions (the “Performance-Based Option”). The Performance-Based Option will be subject to a vesting schedule previously approved by the Board as part of a long-term incentive program. The full vesting schedule for the Performance-Based Options will be evidenced in the award agreement governing the Performance-Based Options. The Options will be subject to the terms and conditions of the Plan and the applicable Time-Based Option and Performance-Based Option award agreement. No right to any stock is earned or accrued until such time that vesting occurs, nor does this grant confer any right to continued vesting or employment. Please refer to the award agreement which governs the specific terms and conditions of such Options.

You will be entitled to a one-time sign-on bonus of $200,000.00, less payroll deductions and withholdings, paid within 30 business days of your hire date and in accordance with the Company's payroll practices. Should you resign your employment for any reason within twelve months after your first day of employment, you will be required to pay this amount back to the Company.

In connection with your employment with the Company, you will receive and have access to Company confidential information and trade secrets. Accordingly, enclosed with this offer letter is an Employee Confidential Information and Inventions Assignment Agreement (“ECIIAA”) which contains restrictive covenants and prohibits unauthorized use or disclosure of the Company’s confidential information and trade secrets, among

Dongfang Liu

Page 3

other obligations. Please review the ECIIAA, attached hereto as Exhibit A, and only sign it after careful consideration.

In your work for the Company, you will be expected not to use or disclose any confidential information, including trade secrets, of any former employer or other person to whom you have an obligation of confidentiality. Rather, you will be expected to use only that information which is generally known and used by persons with training and experience comparable to your own, which is common knowledge in the industry or otherwise legally in the public domain, or which is otherwise provided or developed by the Company. You agree that you will not bring onto Company premises or introduce into Company systems any proprietary information of any former employer or any unpublished documents or property belonging to any former employer or other person to whom you have an obligation of confidentiality. You hereby represent that you have disclosed to the Company any contract you have signed that may restrict your activities on behalf of the Company.

Your employment with Company will be “at-will.” This means that you or the Company may terminate the employment relationship at any time and for any reason or no reason with or without notice Your employment at-will status can only be modified in a written agreement signed by you and by an officer of the Company specifically for that purpose.

This offer may be contingent upon a background check clearance, reference check, and satisfactory proof of your right to work in the United States. You agree to provide any documentation or information at the Company’s request to facilitate these processes.

To ensure the timely and economical resolution of disputes that may arise in connection with your employment with the Company, you and the Company agree that any and all disputes, claims, or causes of action arising from or relating to the enforcement, breach, performance, negotiation, execution, or interpretation of this Agreement, the ECIIAA, or your employment, or the termination of your employment, including but not limited to all statutory claims, will be resolved pursuant to the Federal Arbitration Act, 9 U.S.C. §1-16, and to the fullest extent permitted by law, by final, binding and confidential arbitration by a single arbitrator conducted in Seattle, Washington by Judicial Arbitration and Mediation Services Inc. (“JAMS”) under the then applicable JAMS rules (at the following web address: https://www.jamsadr.com/rules-employment-arbitration/). A hard copy of the rules will be provided to you upon request. By agreeing to this arbitration procedure, both you and the Company waive the right to resolve any such dispute through a trial by jury or judge or administrative proceeding. In addition, all claims, disputes, or causes of action under this provision, whether by you or the Company, must be brought in an individual capacity, and shall not be brought as a plaintiff (or claimant) or class member in any purported class or representative proceeding, nor joined or consolidated with the claims of any other person or entity. The Arbitrator may not consolidate the claims of more than one person or entity, and may not preside over any form of representative or class proceeding. To the extent

Dongfang Liu

Page 4

that the preceding sentences regarding class claims or proceedings are found to violate applicable law or are otherwise found unenforceable, any claim(s) alleged or brought on behalf of a class shall proceed in a court of law rather than by arbitration. The Company acknowledges that you will have the right to be represented by legal counsel at any arbitration proceeding. Questions of whether a claim is subject to arbitration under this agreement) shall be decided by the arbitrator. Likewise, procedural questions which grow out of the dispute and bear on the final disposition are also matters for the arbitrator. The arbitrator shall: (a) have the authority to compel adequate discovery for the resolution of the dispute and to award such relief as would otherwise be permitted by law; (b) issue a written arbitration decision, to include the arbitrator’s essential findings and conclusions and a statement of the award; and (c) be authorized to award any or all remedies that you or the Company would be entitled to seek in a court of law. You and the Company shall equally share all JAMS’ arbitration fees. Each party is responsible for its own attorneys’ fees, except as expressly set forth in your ECIIAA. Nothing in this Agreement is intended to prevent either you or the Company from obtaining injunctive relief in court to prevent irreparable harm pending the conclusion of any such arbitration. Any awards or orders in such arbitrations may be entered and enforced as judgments in the federal and state courts of any competent jurisdiction.

This Agreement, together with your ECIIAA, forms the complete and exclusive agreement regarding the subject matter hereof. It supersedes any other agreements or promises by anyone, whether oral or written. It is entered into without reliance on any promise or representation other than those expressly contained herein. Modifications or amendments to this Agreement, other than those changes expressly reserved to the Company’s discretion in this Agreement, must be made in a written agreement signed by you and a duly authorized officer of the Company. This Agreement is intended to bind and inure to the benefit of and be enforceable by you and the Company, and our respective successors, assigns, heirs, executors and administrators, except that you may not assign any of your duties or rights hereunder without the express written consent of the Company. Each provision of this Agreement will be interpreted in such a manner as to be effective and valid under applicable law, but if any provision of this Agreement is determined to be invalid or unenforceable, in whole or in part, this determination shall not affect any other provision of this Agreement, and the provision in question shall be modified so as to be rendered enforceable in a manner consistent with the intent of the parties insofar as possible under applicable law. This Agreement and the terms of your employment with the Company shall be governed in all aspects by the laws of the State of Washington.

Please sign and date this Agreement, and the enclosed Employee Confidential Information and Inventions Assignment Agreement by Thursday, May 7th,2022, if you wish to accept employment at the Company under the terms described above.

Dongfang Liu

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We look forward to your favorable reply and to a productive and enjoyable work relationship.

Sincerely,

/s/ Stacy Markel

Stacy Markel

Chief People Officer

Understood and accepted:

/s/ Dongfang Liu

Dongfang Liu

April 30, 2022

Date

Exhibit A: Employee Confidential Information and Inventions Assignment Agreement

EXHIBIT A

EMPLOYEE CONFIDENTIAL INFORMATION AND INVENTION ASSIGNMENT AGREEMENT TO BE SENT SEPARATELY

EX-10.20

Exhibit 10.20

AnBio Therapeutics Ltd

2021 EQUITY INCENTIVE PLAN

1.Purpose; Eligibility.

1.1General Purpose. The name of this plan is the AnBio Therapeutics Ltd 2021 Equity Incentive Plan (the "Plan"). The purposes of the Plan are to (a) enable AnBio Therapeutics Ltd., an exempted company with limited liability incorporated and existing under the laws of Cayman Islands with registered number 374961 (the "Company"), to attract and retain the types of Service Providers who will contribute to the Company's long range success; (b) provide incentives that align the interests of Service Providers with those of the shareholders of the Company; and (c) promote the success of the Company's business.

1.2Eligible Award Recipients. The persons eligible to receive Awards are the Service Providers of the Group Companies, as approved by the Board.

1.3Available Awards. Awards that may be granted under the Plan include (a) Incentive Stock Options, (b) Non-Qualified Stock Options, (c) Restricted Stock and (d) Restricted Stock Units.

2.Definitions.

"Affiliate" means a corporation or other entity that, directly or through one or more intermediaries, controls, is controlled by or is under common control with, the Company.

"Applicable Laws" means the requirements related to or implicated by the administration of the Plan under applicable Cayman Islands law, United States federal and state securities laws, the Code and the applicable laws of any foreign country or jurisdiction where Awards are granted under the Plan.

"Award" means any right granted under the Plan, including an Incentive Stock Option, a Non-Qualified Stock Option, a Restricted Stock Award or a Restricted Stock Unit Award.

"Award Agreement" means a written agreement, contract, certificate or other instrument or document evidencing the terms and conditions of an individual Award granted under the Plan which may, in the discretion of the Company, be transmitted electronically to any Participant. Each Award Agreement shall be subject to the terms and conditions of the Plan.

"Board" means the Board of Directors of the Company, as constituted at any time.

"Cause" means, unless the applicable Award Agreement provides otherwise, with respect to any Service Provider:

(i) criminal conduct or severe violation of ethical rules or similar acts; (ii) material breach of agreements between Participant and the Company or its subsidiaries (e.g., intellectual property or invention assignment agreement, employment contract, service agreement, non-competition agreement, confidentiality or similar agreement); (iii) misrepresentation or omission of material facts in connection with the Participant’s employment with the Company or its subsidiaries or the services provided to the Company or its subsidiaries; (iv) material breach of customary duties applicable to employees, consultants or directors or failure to comply with the Company’s or its subsidiaries’ polices or code of conduct or reasonable instruction of his or her supervisors; and (v) taking actions having a material adverse effect on the Company’s or its subsidiaries’ brand, goodwill or interest.

The Board, in its absolute discretion, shall determine the effect of all matters and questions relating to whether a Participant has been discharged for Cause.

"Change in Control" means any of the following transactions:

(i) a “Deemed Liquidation Event” as defined in the Company’s Memorandum and Articles of Association;

(ii) a transaction or series of related transactions in which a Person, or a group of related Persons, acquires from shareholders of the Company shares representing more than fifty percent (50%) of the outstanding voting power of the Company

(iii) any acquisition, reverse takeover, scheme of arrangement, or series of connected transactions ultimately resulting in a reverse takeover or a scheme of arrangement (including but not limited to any tender offer in advance of a takeover or a reverse takeover), in which the Company survives, but (A) the issued securities of the Company immediately before the completion of the transaction are converted or exchanged to other properties in the form of security, cash or otherwise through the transaction; or (B) securities accounting for more than 50% of the total voting rights of the Company’s issued securities at that time are assigned to one or more persons who did not hold any securities immediately preceding the completion of the transaction that results in a reverse takeover or a scheme of arrangement; or (C) the Company issues new voting securities with regard to such transaction and as a result of which persons holding the Company’s voting securities immediately preceding the completion of the transaction no longer hold more than fifty percent (50%) of the voting securities of the Company after the transaction; or

(iv) a one-off acquisition or a series of connected transactions through which (A) the control of the board of directors or the power to appoint a majority of the board members; or (B) the beneficial ownership of securities representing more than fifty percent

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(50%) of the total voting rights of the Company at that time is obtained by the affiliated group of any person or group (except for employees of one or more group companies or entities established for the benefit of such employees).

Notwithstanding the foregoing, if an Award is subject to Section 409A of the Code, a Change in Control shall not occur with respect to such Award unless such transaction constitutes a change in the ownership of the Company, a change in the effective control of the Company, or a change in the ownership of a substantial portion of the Company's assets under Section 409A of the Code.

"Code" means the United States Internal Revenue Code of 1986, as it may be amended from time to time. Any reference to a section of the Code shall be deemed to include a reference to any regulations promulgated thereunder.

"Competitive Act" means, during a Participant’s Continuous Service and 12 months thereafter (subject to longer non-competition periods set forth in the relevant employment or service agreements), the Participant (i) directly or indirectly establishes, invests or participates in any competing business as an owner, partner, responsible person, shareholder or operator of a Competitor (except for holding not more than 5% of a listed company as a passive investor); (ii) serves as a director, officer, employee, consultant or advisor of any Competitor, or provides services to any Competitor, or (iii) intentionally takes actions benefiting any Competitor.

"Competitor" means any enterprise that competes with or will compete with the business of the Company or its subsidiaries [in the areas in which the Company or its subsidiaries conduct business]. The Board may decide the list of Competitors from time to time.

"Company" means AnBio Therapeutics Ltd., an exempted company with limited liability incorporated and existing under the laws of Cayman Islands with registered number 374961, and any successor thereto.

"Consultant" means any individual who is engaged by the Company or any subsidiary to render consulting or advisory services, whether or not compensated for such services.

"Continuous Service" means that the Participant's service with the Company or any of its subsidiaries as a Service Provider is not interrupted or terminated. The Participant's Continuous Service shall not be deemed to have terminated merely because of a change in the capacity in which the Participant renders service to the Company or any of its subsidiaries as a Service Provider or a change in the entity for which the Participant renders such service, provided that there is no interruption or termination of the Participant's Continuous Service.

"Detrimental Activity" means any of the following: (i) unauthorized disclosure of any confidential or proprietary information of the Company or any of its subsidiaries; (ii) any activity that would be grounds to terminate the Participant's

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employment or service with the Company or any of its subsidiaries for Cause; (iii) any Competitive Acts or the breach of any non-competition, non-solicitation, non-disparagement or other agreement containing restrictive covenants, with the Company or its subsidiaries; (iv) fraud or conduct contributing to any financial restatements or irregularities, as determined by the Board in its sole discretion; or (v) any other conduct or act determined to be materially injurious, detrimental or prejudicial to any interest of the Company or any of its subsidiaries, as determined by the Board in its sole discretion.

"Director" means a member of the Board.

"Disability" means that the Participant is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment; provided, however, for purposes of determining the term of an Incentive Stock Option pursuant to 136.10 hereof, the term Disability shall have the meaning ascribed to it under Section 22(e)(3) of the Code. The determination of whether an individual has a Disability shall be determined under procedures established by the Board. Except in situations where the Board is determining Disability for purposes of the term of an Incentive Stock Option pursuant to 136.10 hereof within the meaning of Section 22(e)(3) of the Code, the Board may rely on any determination that a Participant is disabled for purposes of benefits under any long-term disability plan maintained by the Company or any Affiliate in which a Participant participates.

"Employee" means any person, including an officer or Director, employed by the Company or a subsidiary; provided, that, for purposes of determining eligibility to receive Incentive Stock Options, an Employee shall mean an employee of the Company or a parent or subsidiary corporation within the meaning of Section 424 of the Code. Mere service as a Director or payment of a director's fee by the Company or an Affiliate shall not be sufficient to constitute "employment" by the Company or an Affiliate.

"Exchange Act" means the Securities Exchange Act of 1934, as amended, and any successor thereto.

"Fair Market Value" means, on a given date, (i) if there is a public market for the Ordinary Shares on such date, the closing price of the shares as reported on such date on the principal national securities exchange on which the shares are listed or, if no sales of shares have been reported on any national securities exchange, then the immediately preceding date on which sales of the shares have been so reported or quoted, and (ii) if there is no public market for the Ordinary Shares on such date, then the fair market value shall be determined by the Board in good faith after taking into consideration all factors which it deems appropriate, including, without limitation, Sections 409A and 422 of the Code.

"Grant Date" means the date on which the Board adopt a resolution, or take other appropriate action, expressly granting an Award to a Participant that specifies the key terms and conditions of the Award or, if a later date is set forth in such resolution, then such date as is set forth in such resolution.

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"Incentive Stock Option" means an Option intended to qualify as an incentive stock option within the meaning of Section 422 of the Code.

"Managers" means the founders of the Company, namely Junyuan Wang, Bing Yan, and Lihua Zheng, and any other individuals appointed by the Board.

"Non-Qualified Stock Option" means an Option that by its terms does not qualify or is not intended to qualify as an Incentive Stock Option.

"Option" means an Incentive Stock Option or a Non-Qualified Stock Option granted pursuant to the Plan.

"Optionholder" means a person to whom an Option is granted pursuant to the Plan or, if applicable, such other person who holds an outstanding Option.

"Option Exercise Price" means the price at which an Ordinary Share may be purchased upon the exercise of an Option.

"OrdinaryShares" means the ordinary shares, $0.0001 par value per share, of the Company.

"Participant" means an eligible person to whom an Award is granted pursuant to the Plan or, if applicable, such other person who holds an outstanding Award.

"Permitted Transferee" means: (a) a member of the Optionholder's immediate family (child, stepchild, grandchild, parent, stepparent, grandparent, spouse, former spouse, sibling, niece, nephew, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law, including adoptive relationships), any person sharing the Optionholder's household (other than a tenant or employee), a trust in which these persons have more than 50% of the beneficial interest, a foundation in which these persons (or the Optionholder) control the management of assets, and any other entity in which these persons (or the Optionholder) own more than 50% of the voting interests; or (b) such other transferees as may be permitted by the Board in its sole discretion.

"Person" means any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act).

"Plan" means this AnBio Therapeutics Ltd 2021 Equity Incentive Plan.

"PRC" means the People’s Republic of China, excluding Hong Kong, Macau and Taiwan for the purpose of this Plan.

"Restricted Period" has the meaning set forth in 157.

"Restructuring Agreement" means the Restructuring Framework Agreement (重组框架协议 in Chinese) entered into by the Company, AnBio Inc., AnBio Therapeutics (HK) Limited, AnHeart Hangzhou, Decheng Anbio Limited, Vertex Ventures China IV,

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L.P., 杭州德佳诚誉投资合伙企业(有限合伙), 深圳市招商招银股权投资基金合伙企业（有限合伙）, 嘉兴力鼎昌煜股权投资合伙企业(有限合伙), 杭州复林创业投资合伙企业(有限合伙), Repulse Bay Associate Corp, and other relevant parties thereto dated September 22, 2021.

"Service Providers" means the Employees, Consultants, Directors, supervisors, technology licensors and project cooperation parties for the Company or any of its subsidiaries, in each case, approved by the Board.

"Ten Percent Shareholder" means a person who owns (or is deemed to own pursuant to Section 424(d) of the Code) shares possessing more than 10% of the total combined voting power of all classes of shares of the Company or of any of its Affiliates.

"Transaction Agreements" has the meaning it is given in that certain Series B Preferred Share and Warrant Purchase Agreement on August 30, 2021, by and among the Company and the other parties thereto.

3.Administration.

3.1Authority of the Board. Subject to the terms of the Plan, the Company's Memorandum and Articles of Association and Transaction Agreements and Applicable Laws, and in addition to other express powers and authorization conferred by the Plan, the Board shall have the authority:

(a)to construe and interpret the Plan and any related documents and apply its provisions;

(b)to approve the size of the option pool and any changes thereto;

(c)to determine when Awards are to be granted under the Plan and the applicable Grant Date;

(d)from time to time to select, subject to the limitations set forth in the Plan, those Participants to whom Awards shall be granted and to determine the number of the Awards to be granted to each Participant;

(e)to determine the number of Ordinary Shares to be made subject to each Award;

(f)to determine whether each Option is to be an Incentive Stock Option or a Non-Qualified Stock Option;

(g)to determine the termination of Continuous Service, the termination for Cause, and the achievement of performance targets;

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(h)to prescribe the terms and conditions of each Award, including, without limitation, the exercise price and medium of payment and vesting provisions, and to specify the provisions of the Award Agreement relating to such grant;

(i)to approve the fair market value of the shares;

(j)to promulgate, amend, and rescind rules and regulations relating to the administration of the Plan;

(k)to authorize any person to execute, on behalf of the Company, any instrument required to carry out the purposes of the Plan;

(l)to amend any outstanding Awards, including for the purpose of modifying the time or manner of vesting, or the term of any outstanding Award; provided, however, that if any such amendment impairs a Participant's rights or increases a Participant's obligations under his or her Award or creates or increases a Participant's federal income tax liability with respect to an Award, such amendment shall also be subject to the Participant's consent;

(m)to make decisions with respect to outstanding Awards that may become necessary upon a change in corporate control or an event that triggers anti-dilution adjustments;

(n)to interpret, administer, reconcile any inconsistency in, correct any defect in and/or supply any omission in the Plan and any instrument or agreement relating to, or Award granted under, the Plan; and

(o)to exercise discretion to make any and all other determinations which it determines to be necessary or advisable for the administration of the Plan.

If any Manager is the Participant under the Plan and also the Director, with respect to the matters of Awards granted to such Manager under the Plan, the Manager shall not vote at the Board’s meeting. Such matters shall be approved by the majority of the remaining Directors, subject to the Company's Memorandum and Articles of Association and Transaction Agreements.

3.2Acquisitions and Other Transactions. The Board may, from time to time, assume outstanding awards granted by another entity, whether in connection with an acquisition of such other entity or otherwise, by either (i) granting an Award under the Plan in replacement of or in substitution for the award assumed by the Company, or (ii) treating the assumed award as if it had been granted under the Plan if the terms of such assumed award could be applied to an Award granted under the Plan. Such assumed award shall be permissible if the holder of the assumed award would have been eligible to be granted an Award hereunder if the other entity had applied the rules of the Plan to such grant. The Board may also grant Awards under the Plan in settlement of or in substitution for outstanding awards or obligations to grant future awards in connection with the Company or an Affiliate acquiring

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another entity, an interest in another entity, or an additional interest in an Affiliate whether by merger, share purchase, asset purchase or other form of transaction.

3.3Board Decisions Final. All decisions made by the Managers pursuant to the provisions of the Plan shall be subject to the Board’s discretion; the Board’s decisions shall be final and binding on the Company and the Participants, unless such decisions are determined by a court having jurisdiction to be arbitrary and capricious.

3.4Delegation. The Managers may delegate administration of the Plan to any person or persons if such delegation is approved by the Board. The Board and Managers shall have the power to delegate to a subcommittee any of the administrative powers the Board or Managers are authorized to exercise (and references in the Plan to the Board or the Managers shall thereafter be to the committee or subcommittee), subject, however, to such resolutions, not inconsistent with the provisions of the Plan, as may be adopted from time to time by the Board. The Board may abolish the Managers’ authorities at any time and revest in the Board the administration of the Plan. The Managers shall act pursuant to a vote of the majority of its members or, in the case where there are only two Managers, the unanimous consent of the Managers, whether present or not, or by the written consent of the majority of the Managers and minutes shall be kept of all of their meetings and copies thereof shall be provided to the Board. Subject to the limitations prescribed by the Plan and the Board, the Managers may establish and follow such rules and regulations for the conduct of its business as it may determine to be advisable.

3.5Managers Composition. The Managers shall consist of the Founders of the Company, Junyuan Wang, Bing Yan, and Lihua Zheng, unless otherwise determined by the Board.

3.6Indemnification. In addition to such other rights of indemnification as they may have as Directors or Managers, and to the extent allowed by Applicable Laws, the Managers and Directors shall be indemnified by the Company against the reasonable expenses, including attorney's fees, actually incurred in connection with any action, suit or proceeding or in connection with any appeal therein, to which the Managers or the Directors may be party by reason of any action taken or failure to act under or in connection with the Plan or any Award granted under the Plan, and against all amounts paid by the Managers or the Directors in settlement thereof (provided, however, that the settlement has been approved by the Company, which approval shall not be unreasonably withheld) or paid by the Managers or the Directors in satisfaction of a judgment in any such action, suit or proceeding, except in relation to matters as to which it shall be adjudged in such action, suit or proceeding that such Managers or Directors did not act in good faith and in a manner which such person reasonably believed to be in the best interests of the Company, or in the case of a criminal proceeding, had no reason to believe that the conduct complained of was unlawful; provided, however, that within 60 days after institution of any such action, suit or proceeding, such Managers or Directors shall, in writing, offer the Company the opportunity at its own expense to handle and defend such action, suit or proceeding.

4.Shares Subject to the Plan.

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4.1Subject to adjustment in accordance with 1811, a total of 2,492,660 Ordinary Shares shall be available for the grant of Awards under the Plan, and upon the closing of the Share Subscription of Flip-up Shareholders (in Chinese 上翻轮股东增资交易) pursuant to Section 2.10 of the Restructuring Agreement, the total Ordinary Share available for the grant of Awards under the Plan shall be adjusted to 4,985,320. The Company shall keep available at all times the number of Ordinary Shares required to satisfy such Awards.

4.2Ordinary Shares available for distribution under the Plan may consist, in whole or in part, of authorized and unissued shares or treasury shares.

4.3Any Ordinary Shares subject to an Award that is canceled, forfeited or expires prior to exercise or realization, either in full or in part, shall again become available for issuance under the Plan. Notwithstanding anything to the contrary contained herein: shares subject to an Award under the Plan shall not again be made available for issuance or delivery under the Plan if such shares are (a) shares tendered in payment of an Option or (b) shares delivered or withheld by the Company to satisfy any tax withholding obligation.

4.4If the Board authorize the assumption of awards pursuant to 83.2 or 1812.1 hereof, the assumption will reduce the number of shares available for issuance under the Plan in the same manner as if the assumed awards had been granted under the Plan.

5.Eligibility.

5.1Eligibility for Specific Awards. Incentive Stock Options may be granted to Service Providers only.

5.2Ten Percent Shareholders. A Ten Percent Shareholder shall not be granted an Incentive Stock Option unless the Option Exercise Price is at least 110% of the Fair Market Value of the Ordinary Shares at the Grant Date and the Option is not exercisable after the expiration of five years from the Grant Date.

6.Option Provisions. Each Option granted under the Plan shall be evidenced by an Award Agreement. Each Option so granted shall be subject to the conditions set forth in this Section 6, and to such other conditions not inconsistent with the Plan as may be reflected in the applicable Award Agreement. All Options shall be separately designated Incentive Stock Options or Non-Qualified Stock Options at the time of grant, and, if certificates are issued, a separate certificate or certificates will be issued for Ordinary Shares purchased on exercise of each type of Option. Notwithstanding the foregoing, the Company shall have no liability to any Participant or any other person if an Option designated as an Incentive Stock Option fails to qualify as such at any time or if an Option is determined to constitute "nonqualified deferred compensation" within the meaning of Section 409A of the Code and the terms of such Option do not satisfy the requirements of Section 409A of the Code. The provisions of separate Options need not be identical, but each Option shall include (through incorporation of provisions hereof by reference in the Option or otherwise) the substance of each of the following provisions:

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6.1Term. Subject to the provisions of 95.2 regarding Ten Percent Shareholders, no Incentive Stock Option shall be exercisable after the expiration of eight years from the Grant Date. The term of a Non-Qualified Stock Option granted under the Plan shall be determined by the Board; provided, however, no Non-Qualified Stock Option shall be exercisable after the expiration of eight years from the Grant Date.

6.2Exercise Price of an Incentive Stock Option. With respect to Incentive Stock Options held by U.S. taxpayers, subject to the provisions of 95.2 regarding Ten Percent Shareholders, the Option Exercise Price of each Incentive Stock Option shall be not less than 100% of the Fair Market Value of the Ordinary Shares subject to the Option on the Grant Date. Notwithstanding the foregoing, an Incentive Stock Option may be granted with an Option Exercise Price lower than that set forth in the preceding sentence if such Option is granted pursuant to an assumption or substitution for another option in a manner satisfying the provisions of Section 424(a) of the Code. With respect to Incentive Stock Options held by non-U.S. taxpayers, the Option Exercise Price of Incentive Stock Options shall be determined by the Board.

6.3Exercise Price of a Non-Qualified Stock Option. The Option Exercise Price of each Non-Qualified Stock Option shall be not less than 100% of the Fair Market Value of the Ordinary Shares subject to the Option on the Grant Date. Notwithstanding the foregoing, a Non-Qualified Stock Option may be granted with an Option Exercise Price lower than that set forth in the preceding sentence if such Option is granted pursuant to an assumption or substitution for another option in a manner satisfying the provisions of Section 409A of the Code.

6.4Method of Exercise. The Option Exercise Price shall be paid, to the extent permitted by Applicable Laws, either (a) in cash or (b) any other form of consideration that may be approved by the Board; in either case, within 30 days from receiving Managers’ approval of the Participant’s exercise request. Unless otherwise specifically provided in the Option, the Option Exercise Price that is paid with the Board’s approval by delivery to the Company of other Ordinary Shares acquired, directly or indirectly from the Company, shall be paid only by Ordinary Shares that have been held for more than six months (or such longer or shorter period of time required to avoid a charge to earnings for financial accounting purposes).

6.5Transferability of an Incentive Stock Option. An Incentive Stock Option shall not be transferable except by will or by the laws of descent and distribution and shall be exercisable during the lifetime of the Optionholder only by the Optionholder.

6.6Transferability of a Non-Qualified Stock Option. A Non-Qualified Stock Option may, in the sole discretion of the Board, be transferable to a Permitted Transferee, upon written approval by the Board or to the extent provided in the Award Agreement. If the Non-Qualified Stock Option does not provide for transferability, then the Non-Qualified Stock Option shall not be transferable except by will or by the laws of descent and distribution and shall be exercisable during the lifetime of the Optionholder only by the Optionholder. Notwithstanding the foregoing, the Optionholder may, by delivering written notice to the

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Company, in a form satisfactory to the Company, designate a third party who, in the event of the death of the Optionholder, shall thereafter be entitled to exercise the Option.

6.7Vesting of Options. For the Participants other than the Consultants, unless otherwise approved by the Board, the Option will become vested and exercisable over four years, with the Option vesting each year no more than 25%; and unless otherwise approved by the Board, for the Participants other than the Consultants, the vesting schedule will be as follows: 25% of the Option will vest on the first anniversary of the Grant Date and 6.25% of the Option shares will vest on a quarterly basis thereafter, subject to the Participant's Continuous Service through the applicable vesting date. The Option may be subject to such other terms and conditions on the time or times when it may be exercised (which may be based on performance or other criteria) as the Board may deem appropriate. The vesting provisions of individual Options may vary. No Option may be exercised for a fraction of Ordinary Shares. The Board may, but shall not be required to, provide for an acceleration of vesting and exercisability in the terms of any Award Agreement upon the occurrence of a specified event.

6.8Termination of Continuous Service other than for Cause, Death, Disability.

In the event that a Participant’s Continuous Service terminates for reasons other than (i) for death or Disability or (ii) for Cause, and provided that no circumstance under Section 6.9 or Detrimental Activity hereof occurred on the part of such Participant, unless otherwise provided in an Award Agreement or approved by the Board:

(a)all unvested Options shall immediately terminate and cease to be exercisable;

(b)the Optionholder may exercise his or her Option (to the extent that the Optionholder was entitled to exercise such Option as of the date of termination) but only within such period of time ending on the earlier of (a) the date three months following the termination of the Optionholder's Continuous Service or (b) the expiration of the term of the Option as set forth in the Award Agreement. If, after termination, the Optionholder does not exercise his or her Option within the time specified herein or in the Award Agreement, the Option shall terminate.

If the Optionholder applies to exercise his or her Option (to the extent that the Optionholder was entitled to exercise such Option as of the date of termination), the Board has the right (but not obligation) to send the notice to the Optionholder to pay in cash to the Optionholder as an alternative:

(1)if the termination of the employment is due to incompetence or failure to pass performance assessment (“Termination Event of Incompetence”), at a price equal to 25% of the Fair Market Value on the date when the Board send the notice minus the Option Exercise Price;

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(2)if the termination of the employment is due to (i) the Optionholder’s resignation, (ii) Optionholder’s failure to renew an employment contract or service agreement upon expiry, (iii) the involuntary termination of the Optionholder due to material changes to the Group Companies (e.g., Change in Control, merger, division), (iv) the Optionholder’s retirement after reaching statutory retirement age or retirement age provided by the Group Companies, or (v) a termination for any other reason except for Termination Event of Incompetence (“Other Termination Events”), at a price equal to 50% of the Fair Market Value on the date when the Board send the notice minus the Option Exercise Price;

For the part of the Option that the Board has determined to pay in cash as an alternative, such Option shall be deemed as not exercised and immediately terminate.

(c) Exercised Option Shares are subject to repurchase as determined by the Board at a price calculated based upon the conditions of such termination of Continuous Service.

(1) In the event of the termination of the Continuous Service of an Optionholder by the Company or its subsidiary due to the Termination Event of Incompetence, in the discretion of the Company or its subsidiary, exercised Option Shares are subject to repurchase as determined by the Board at a price equal to the higher of (i) 25% of the Fair Market Value on the date when the Board sends the repurchase notice to the Optionholder; or (ii) the Option Exercise Price;

(2)In the event of Other Termination Events, exercised Option Shares are subject to repurchase as determined by the Board at a price equal to the higher of (i) 50% of the Fair Market Value on the date when the Board sends the repurchase notice to the Optionholder; or (ii) the Option Exercise Price .

6.9Termination for Cause; Competitive Acts; Confidentiality;.

In the event that a Participant’s Continuous Service terminates for Cause, a Participant commits a Competitive Act, a Participant breaches confidentiality obligations under an Award Agreement:

(a) all outstanding Options (whether or not vested) shall immediately terminate and cease to be exercisable;

(b) exercised Option Shares will be subject to mandatory repurchase at the Option Exercise Price; if the circumstance is severe, at the lower of (i) the Option Exercise Price or (ii) corresponding value of the net assets of the Company with respect

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to the Option. All the fees, costs and taxes arising from such repurchase shall be borne by the Optionholder.

6.10Disability of Optionholder. Unless otherwise provided in an Award Agreement, in the event that such Optionholder's Continuous Service terminates as a result of the Optionholder's Disability, provided that no circumstance under Section 6.9 or Detrimental Activity hereof occurred on the part of such Participant:

(a)all unvested Options shall immediately terminate and cease to be exercisable;

(b)the Optionholder (or the Optionholder’s legal guardian or custodian) may exercise his or her Option (to the extent that the Optionholder was entitled to exercise such Option as of the date of termination), but only within such period of time ending on the earlier of (a) the date three months following such termination or (b) the expiration of the term of the Option as set forth in the Award Agreement. If, after termination, the Option is not exercised within the time specified herein or in the Award Agreement, the Option shall terminate.

If the Optionholder (or the Optionholder’s legal guardian or custodian) applies to exercise his or her Option (to the extent that the Optionholder was entitled to exercise such Option as of the date of termination), the Board has the right (but not obligation) to send the notice to the Optionholder (or the Optionholder’s legal guardian or custodian) to pay in cash as an alternative at a price equal to 50% of the Fair Market Value on the date when the Board send the notice minus the Option Exercise Price;

For the part of the Option that the Board has determined to pay in cash as an alternative, such Option shall be deemed as not exercised and immediately terminate.

(c) Exercised options are subject to repurchase as determined by the Board at a price equal to the higher of (i) 50% of the Fair Market Value on the date when the Board sends the repurchase notice to the Optionholder; or (ii) the Option Exercise Price.

6.11Death of Optionholder. Unless otherwise provided in an Award Agreement, in the event such Optionholder's Continuous Service terminates as a result of the Optionholder's death, provided that no circumstance under Section 6.9 or Detrimental Activity hereof occurred on the part of such Participant:

(a)all unvested Options shall immediately terminate and cease to be exercisable;

(b) the Option may be exercised (to the extent the Optionholder was entitled to exercise such Option as of the date of death) by the Optionholder's estate, by a person who acquired the right to exercise the Option by bequest or inheritance or by a

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person designated to exercise the Option upon the Optionholder's death (“Successor”), but only within the period ending on the earlier of (a) the date three months following the date of death or (b) the expiration of the term of such Option as set forth in the Award Agreement. If, after the Optionholder's death, the Option is not exercised within the time specified herein or in the Award Agreement, the Option shall terminate.

If the Successor applies to exercise his or her Option (to the extent the Optionholder was entitled to exercise such Option as of the date of death), the Board has the right (but not obligation) to send the notice to the Successor to pay in cash as an alternative at a price equal to 50% of the Fair Market Value on the date when the Board send the notice minus the Option Exercise Price;

For the part of the Option that the Board has determined to pay in cash as an alternative, such Option shall be deemed as not exercised and immediately terminate.

(c)Exercised Option Shares are subject to repurchase as determined by the Board at a price equal to the higher of (i) 50% of the Fair Market Value on the date when the Board sends the repurchase notice to the Optionholder; or (ii) the Option Exercise Price.

6.12Notwithstanding anything to the contrary, the Board does not have the right to adopt the cash payment settlement or repurchase the exercised Option Shares under Sections 6.8, 6.10 and 6.11 after the initial public offering (the “IPO”) of the Company. The disposal of the Option Shares under Section 6.8 to 6.11 are also subject to the Securities Act and other relevant Applicable Laws after the Company consummates the IPO.

6.13Incentive Stock Option $100,000 Limitation. To the extent that the aggregate Fair Market Value (determined at the time of grant) of Ordinary Shares with respect to which Incentive Stock Options are exercisable for the first time by any Optionholder during any calendar year (under all plans of the Company and its Affiliates) exceeds $100,000, the Options or portions thereof which exceed such limit (according to the order in which they were granted) shall be treated as Non-Qualified Stock Options.

6.14Detrimental Activity. Unless otherwise provided in an Award Agreement, all outstanding Option Shares (whether or not vested) shall immediately terminate and cease to be exercisable on the date on which an Optionholder engages in Detrimental Activity.

7.Restricted Awards. A Restricted Award is an Award of actual Ordinary Shares ("Restricted Stock") or an Award of hypothetical Ordinary Shares ("Restricted Stock Units") having a value equal to the Fair Market Value of an identical number of Ordinary Shares. Restricted Awards may, but need not, provide that such Restricted Award may not be sold, assigned, transferred or otherwise disposed of, pledged or hypothecated as collateral for a loan or as security for the performance of any obligation or for any other purpose for such period (the "Restricted Period") as the Board shall determine. Each Restricted Award granted under the Plan shall be evidenced by an Award Agreement. Each Restricted Award so granted shall be

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subject to the conditions set forth in this Section 7, and to such other conditions not inconsistent with the Plan as may be reflected in the applicable Award Agreement.

7.1Restricted Stock. Each Participant granted Restricted Stock shall execute and deliver to the Company an Award Agreement with respect to the Restricted Stock setting forth the restrictions and other terms and conditions applicable to such Restricted Stock. If the Managers determines that the Restricted Stock shall be held by the Company or in escrow rather than delivered to the Participant pending the release of the applicable restrictions, the Managers may require the Participant to additionally execute and deliver to the Company (A) an escrow agreement satisfactory to the Managers, if applicable and (B) the appropriate blank stock power with respect to the Restricted Stock covered by such agreement. If a Participant fails to execute an agreement evidencing an Award of Restricted Stock and, if applicable, an escrow agreement and stock power, the Award shall be null and void. Subject to the restrictions set forth in the Award Agreement, the Participant generally shall have the rights and privileges of a shareholder as to such Restricted Stock, including the right to vote such Restricted Stock and the right to receive dividends; provided that, (A) the Participant shall appoint AnBio Inc. as its proxy to vote such Restricted Stock by a proxy agreement in the form and substance to the satisfaction of [the Company and AnBio Inc]; and (B) any dividends with respect to the Restricted Stock shall be withheld by the Company for the Participant's account, and interest may be credited on the amount of the cash dividends withheld at a rate and subject to such terms as determined by the Board. The dividends so withheld by the Company and attributable to any particular share of Restricted Stock (and earnings thereon, if applicable) shall be distributed to the Participant in cash or, at the discretion of the Board, in Ordinary Shares having a Fair Market Value equal to the amount of such dividends, if applicable, upon the release of restrictions on such share and, if such share is forfeited, the Participant shall have no right to such dividends.

7.2Restricted Stock Units. The terms and conditions of a grant of Restricted Stock Units shall be reflected in an Award Agreement. No Ordinary Shares shall be issued at the time a Restricted Stock Unit is granted, and the Company will not be required to set aside funds for the payment of any such Award. A Participant shall have no voting rights with respect to any Restricted Stock Units granted hereunder.

7.3Restrictions.

(a)Restrictions on Restricted Stock. Restricted Stock awarded to a Participant shall be subject to the following restrictions until the expiration of the Restricted Period, and to such other terms and conditions as may be set forth in the applicable Award Agreement: (A) if an escrow arrangement is used, the Participant shall not be entitled to delivery of the stock certificate; (B) the shares shall be subject to the restrictions on transferability set forth in the Award Agreement; (C) the shares shall be subject to forfeiture to the extent provided in the applicable Award Agreement; and (D) to the extent such shares are forfeited, the share certificates shall be returned to the Company, and all rights of the Participant to such shares and as a shareholder with respect to such shares shall terminate without further obligation on the part of the Company.

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(b)Restrictions on Restricted Stock Units. Restricted Stock Units awarded to a Participant shall be subject to (A) forfeiture until the expiration of the Restricted Period and satisfaction of any applicable performance goals during such period, to the extent provided in the applicable Award Agreement, and to the extent such Restricted Stock Units are forfeited, all rights of the Participant to such Restricted Stock Units shall terminate without further obligation on the part of the Company and (B) such other terms and conditions as may be set forth in the applicable Award Agreement.

(c)Board Discretion to Remove Restrictions. The Board shall have the authority to remove any or all of the restrictions on the Restricted Stock or Restricted Stock Units whenever it may determine that, by reason of changes in Applicable Laws or other changes in circumstances arising after the Grant Date, such action is appropriate.

7.4Restricted Period. The Restricted Period shall commence on the Grant Date and end at the time or times set forth on a schedule established by the Board in the applicable Award Agreement; provided, however, that notwithstanding any such vesting dates, the Board may in its sole discretion accelerate the vesting of any Restricted Award at any time and for any reason. The Board may, but shall not be required to, provide for an acceleration of vesting in the terms of any Award Agreement upon the occurrence of a specified event.

7.5Delivery of Restricted Stock and Settlement of Restricted Stock Units. Upon the expiration of the Restricted Period with respect to any shares of Restricted Stock, the restrictions set forth in 157.3(a) and the applicable Award Agreement shall be of no further force or effect with respect to such shares, except as set forth in the applicable Award Agreement. If an escrow arrangement is used, upon such expiration, the Company shall deliver to the Participant, or his or her beneficiary, without charge, the share certificate evidencing the shares of Restricted Stock which have not then been forfeited and with respect to which the Restricted Period has expired (to the nearest full share) and any dividends credited to the Participant's account with respect to such Restricted Stock and the interest thereon, if any. Upon the expiration of the Restricted Period with respect to any outstanding Restricted Stock Units, the Company shall deliver to the Participant, or his or her beneficiary, without charge, one Ordinary Share for each outstanding Restricted Stock Unit; provided, however, that if explicitly provided in the Award Agreement, the Board may, in its sole discretion, elect to pay cash or part cash and part Ordinary Shares in lieu of delivering Ordinary Shares for vested Restricted Stock Units. If a cash payment is made in lieu of delivering Ordinary Shares, the amount of such payment shall be equal to the Fair Market Value of the Ordinary Shares as of the date on which the Restricted Period lapsed.

No Restricted Award may be granted or settled for a fraction of an Ordinary Shares.

8.Securities Law Compliance.

8.1Securities Registration. No Awards shall be granted under the Plan and no Ordinary Shares shall be issued and delivered upon the exercise of Options granted under the Plan unless and until the Company and/or the Participant have complied with all

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applicable Cayman Islands and U.S. federal and state registration, listing and/or qualification requirements and all other requirements of law or of any regulatory agencies having jurisdiction.

8.2Representations; Legends. The Managers may, as a condition to the grant of any Award or the exercise of any Option under the Plan, require a Participant to (i) represent in writing that the Ordinary Shares received in connection with such Award are being acquired for investment and not with a view to distribution and (ii) make such other representations and warranties as are deemed appropriate by counsel to the Company. Each certificate representing Ordinary Shares acquired under the Plan shall bear a legend in such form as the Company deems appropriate.

9.Use of Proceeds from Ordinary Shares. Proceeds from the sale of Ordinary Shares pursuant to Awards, or upon exercise thereof, shall constitute general funds of the Company.

10.Miscellaneous.

10.1Acceleration of Exercisability and Vesting. The Board shall have the power to accelerate the time at which an Award may first be exercised or the time during which an Award or any part thereof will vest in accordance with the Plan, notwithstanding the provisions in the Award Agreement stating the time at which it may first be exercised or the time during which it will vest.

10.2Shareholder Rights. Except as provided in the Plan or an Award Agreement, no Participant shall be deemed to be the holder of, or to have any of the rights of a holder with respect to, any Ordinary Shares subject to an Award unless and until such Participant has satisfied all requirements for exercise or settlement of the Award pursuant to its terms and no adjustment shall be made for dividends (ordinary or extraordinary, whether in cash, securities or other property) or distributions of other rights for which the record date is prior to the date such Ordinary Shares certificate is issued, except as provided in 1811 hereof.

10.3No Employment or Other Service Rights. Nothing in the Plan or any instrument executed or Award granted pursuant thereto shall confer upon any Participant any right to continue to serve the Company or an Affiliate in the capacity in effect at the time the Award was granted or shall affect the right of the Company or an Affiliate to terminate (a) the employment of an Employee with or without notice and with or without Cause or (b) the service of a Director pursuant to the Memorandum and Articles of Association of the Company or an Affiliate, and any applicable provisions of the corporate law of the jurisdiction in which the Company or the Affiliate is incorporated, as the case may be.

10.4Transfer; Approved Leave of Absence. For purposes of the Plan, no termination of employment by an Employee shall be deemed to result from either (a) a transfer of employment to the Company from an Affiliate or from the Company to an Affiliate, or from one Affiliate to another, or (b) an approved leave of absence for military service or sickness, or for any other purpose approved by the Company, if the Employee's right to reemployment is guaranteed either by a statute or by contract or under the policy pursuant to which the

17

leave of absence was granted or if the Managers otherwise so provide in writing, in either case, except to the extent inconsistent with Section 409A of the Code if the applicable Award is subject thereto.

10.5Withholding Obligations. To the extent provided by the terms of an Award Agreement and subject to the discretion of the Managers, the Participant may satisfy any federal, state or local tax withholding obligation relating to the exercise or acquisition of Ordinary Shares under an Award by any of the following means (in addition to the Company's right to withhold from any compensation paid to the Participant by the Company) or by a combination of such means: (a) tendering a cash payment; (b) authorizing the Company to withhold Ordinary Shares from the Ordinary Shares otherwise issuable to the Participant as a result of the exercise or acquisition of Ordinary Shares under the Award, provided, however, that no Ordinary Shares are withheld with a value exceeding the amount of tax required to be withheld by law; or (c) delivering to the Company previously owned and unencumbered Ordinary Shares of the Company.

10.6Compliance of Laws. All allotments and issues of Ordinary Shares pursuant to the Plan shall be subject to any necessary consent, registration and approval under the relevant laws and regulations for the time being in the PRC, including but not limited to any registration required by the foreign exchange authority in the PRC. A Participant shall be responsible for obtaining any governmental or other official consent that may be required by any country or jurisdiction for or in connection with the grant of an Award or exercise thereof. The Company shall not be responsible for any failure by a Participant to obtain any such consent or for any tax or other liability to which a Participant may become subject as a result of his or her participation in the Plan.

11.Adjustments Upon Changes in Ordinary Shares. In the event of changes in the outstanding Ordinary Shares or in the capital structure of the Company by reason of any share or extraordinary cash dividend, share split, reverse share split, an extraordinary corporate transaction such as any recapitalization, reorganization, merger, consolidation, combination, exchange, or other relevant change in capitalization occurring after the Grant Date of any Award, Awards granted under the Plan and any Award Agreements, the exercise price of Option Shares and the maximum number of Ordinary Shares subject to Awards stated in 84 will be equitably adjusted or substituted, as to the number, price or kind of Ordinary Shares or other consideration subject to such Awards to the extent necessary to preserve the economic intent of such Award. In the case of adjustments made pursuant to this Section 11, unless the Board specifically determines that such adjustment is in the best interests of the Company or its Affiliates, the Board shall, in the case of Incentive Stock Options, ensure that any adjustments under this Section 11 will not constitute a modification, extension or renewal of the Incentive Stock Options within the meaning of Section 424(h)(3) of the Code and in the case of Non-Qualified Stock Options, ensure that any adjustments under this Section 10 will not constitute a modification of such Non-Qualified Stock Options within the meaning of Section 409A of the Code.

12.Effect of Change in Control.

12.1In the event of a Change in Control, the Board may, but shall not be obligated to:

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(a)accelerate, vest or cause the restrictions to lapse with respect to all or any portion of any Award;

(b)cancel Awards and cause to be paid to the holders of vested Awards the value of such Awards, if any, as determined by the Board, in its sole discretion, it being understood that in the case of any Option with an Option Exercise Price that equals or exceeds the price paid for Ordinary Shares in connection with the Change in Control, the Board may cancel the Option without the payment of consideration therefor;

(c)provide for the issuance of substitute Awards or the assumption or replacement of such Awards; or

(d)provide written notice to Participants that for a period of at least ten days prior to the Change in Control, such Awards shall be exercisable, to the extent applicable, as to all Ordinary Shares subject thereto and upon the occurrence of the Change in Control, any Awards not so exercised shall terminate and be of no further force and effect.

12.2The obligations of the Company under the Plan shall be binding upon any successor corporation or organization resulting from the merger, consolidation or other reorganization of the Company, or upon any successor corporation or organization succeeding to all or substantially all of the assets and business of the Company and its Affiliates, taken as a whole.

13.Amendment of the Plan and Awards.

13.1Amendment of the Plan. The Board at any time, and from time to time, may amend or terminate the Plan, subject to the Board and/or shareholder approval requirements in the Company’s Memorandum and Articles of Association and the Transaction Agreements. However, except as provided in 1811 relating to adjustments upon changes in Ordinary Shares, no amendment shall be effective unless approved by the shareholders of the Company to the extent shareholder approval is necessary to satisfy any Applicable Laws, the Company’s Memorandum and Articles of Association and the Transaction Agreements. At the time of such amendment, the Board shall determine, upon advice from counsel, whether such amendment will be contingent on shareholder approval.

13.2Shareholder Approval. The Board shall submit any other amendment to the Plan for shareholder approval in accordance with the Company’s Memorandum and Articles of Association and the Transaction Agreements.

13.3Contemplated Amendments. It is expressly contemplated that the Board may, subject to shareholder approval, amend the Plan in any respect the Board deems necessary or advisable to provide eligible Service Providers with the maximum benefits provided or to be provided under the provisions of the Code and the regulations promulgated thereunder relating to Incentive Stock Options or to the nonqualified deferred compensation provisions of Section 409A of the Code and/or to bring the Plan and/or Awards granted under it into compliance therewith.

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13.4No Impairment of Rights. Rights under any Award granted before amendment of the Plan shall not be impaired by any amendment of the Plan unless (a) the Company requests the consent of the Participant and (b) the Participant consents in writing.

13.5Amendment of Awards. The Board at any time, and from time to time, may amend the terms of any one or more Awards; provided, however, that the Board may not affect any amendment which would otherwise constitute an impairment of the rights under any Award unless (a) the Company requests the consent of the Participant and (b) the Participant consents in writing.

14.General Provisions.

14.1Clawback; Forfeiture. Notwithstanding anything to the contrary contained herein, the Board may, in its sole discretion, provide in an Award Agreement or otherwise that the Board may cancel such Award if the Participant has engaged in or engages in any Detrimental Activity. The Board may, in its sole discretion, also provide in an Award Agreement or otherwise that (i) if the Participant has engaged in or engages in Detrimental Activity, the Participant will forfeit any gain realized on the vesting, exercise or settlement of any Award, and must repay the gain to the Company and (ii) if the Participant receives any amount in excess of what the Participant should have received under the terms of the Award for any reason (including, without limitation, by reason of a financial restatement, mistake in calculations or other administrative error), then the Participant shall be required to repay any such excess amount to the Company. Without limiting the foregoing, all Awards shall be subject to reduction, cancellation, forfeiture or recoupment to the extent necessary to comply with Applicable Laws.

14.2Remedies. In the case that the Participant has engaged in or engages in Detrimental Activity, the Company shall be entitled to obtain a preliminary and permanent injunction and any other appropriate equitable relief. Nothing contained in this Section 14.2 shall prohibit the Company from pursuing any remedies in addition to injunctive relief, including recovery of damages.

14.3Repurchase Rights. Any grant, vesting and/or exercise of any Award under the Plan may contain restrictions on the transferability of Ordinary Shares acquired under the Plan (such as a right of first refusal or a prohibition on transfer) and such shares may be subject to call rights and drag-along rights of the Company and certain of its investors. The Company shall also have any repurchase rights set forth in any Award Agreement.

14.4Unfunded Plan. The Plan shall be unfunded. Neither the Company, the Board nor the Managers shall be required to establish any special or separate fund or to segregate any assets to assure the performance of its obligations under the Plan.

14.5Delivery. Upon exercise of a right granted under this Plan, the Company shall issue Ordinary Shares or pay any amounts due within a reasonable period of time thereafter. Subject to any statutory or regulatory obligations the Company may otherwise have, for purposes of this Plan, 30 days shall be considered a reasonable period of time.

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14.6No Fractional Shares. No fractional Ordinary Shares shall be issued or delivered pursuant to the Plan. The Board shall determine whether cash, additional Awards or other securities or property shall be issued or paid in lieu of fractional Ordinary Shares or whether any fractional shares should be rounded, forfeited or otherwise eliminated.

14.7Other Provisions. The Award Agreements authorized under the Plan may contain such other provisions not inconsistent with this Plan, including, without limitation, restrictions upon the exercise of the Awards, as the Board may deem advisable.

14.8Section 409A. The Plan is intended to comply with Section 409A of the Code to the extent subject thereto, and, accordingly, to the maximum extent permitted, the Plan shall be interpreted and administered to be in compliance therewith. Any payments described in the Plan that are due within the "short-term deferral period" as defined in Section 409A of the Code shall not be treated as deferred compensation unless Applicable Laws require otherwise. Notwithstanding anything to the contrary in the Plan, to the extent required to avoid accelerated taxation and tax penalties under Section 409A of the Code, amounts that would otherwise be payable and benefits that would otherwise be provided pursuant to the Plan during the six (6) month period immediately following the Participant's termination of Continuous Service shall instead be paid on the first payroll date after the six-month anniversary of the Participant's separation from service (or the Participant's death, if earlier). Notwithstanding the foregoing, neither the Company nor the Board or Managers shall have any obligation to take any action to prevent the assessment of any additional tax or penalty on any Participant under Section 409A of the Code and neither the Company nor the Managers will have any liability to any Participant for such tax or penalty.

14.9Dispositions. Prior to the IPO, no Option or Option Shares, Restricted Stock or Restricted Stock Unit may be sold, transferred, pledged, encumbered, or disposed of in any way by the Participant, except by will or the laws of descent and distribution, or pursuant to the Award Agreement or otherwise approved by the Board. For avoidance of doubt, any disposal without approval from the Board shall be regarded as void, and is not binding upon the Company or the Managers, and the Participant shall no longer enjoy the interests of such Option/Option Shares, Restricted Stock or Restricted Stock Unit to be disposed of.

14.10Public Offering. After the IPO, subject to relevant restrictions under the Plan, the Award Agreements, and Applicable Laws (including without limitation of the lockup period) , the Participant is entitled to sell, transfer or otherwise dispose of the exercised Option Shares, vested Restricted Stock or settled Restricted Stock Unit. The specific procedures thereof will be otherwise determined by the Board by then.

14.11Beneficiary Designation. Each Participant under the Plan may from time to time name any beneficiary or beneficiaries by whom any right under the Plan is to be exercised in case of such Participant's death. Each designation will revoke all prior designations by the same Participant, shall be in a form reasonably prescribed by the Board and shall be effective only when filed by the Participant in writing with the Company during the Participant's lifetime.

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14.12Priority Rights. The rights and interests in and to the Incentive Stock Options and underlying Ordinary Shares held by Participants shall be subject to the priority rights and other interests of investors in the Company as agreed under the Transaction Agreements.

14.13Expenses. The costs of administering the Plan shall be paid by the Company.

14.14Severability. If any of the provisions of the Plan or any Award Agreement is held to be invalid, illegal or unenforceable, whether in whole or in part, such provision shall be deemed modified to the extent, but only to the extent, of such invalidity, illegality or unenforceability and the remaining provisions shall not be affected thereby.

14.15Plan Headings. The headings in the Plan are for purposes of convenience only and are not intended to define or limit the construction of the provisions hereof.

14.16Non-Uniform Treatment. The Board and the Managers' determinations under the Plan need not be uniform and may be made by it selectively among persons who are eligible to receive, or actually receive, Awards. Without limiting the generality of the foregoing, the Board and the Managers shall be entitled to make non-uniform and selective determinations, amendments and adjustments, and to enter into non-uniform and selective Award Agreements.

15.Termination or Suspension of the Plan. The Plan shall terminate automatically on January 1, 2029. No Award shall be granted pursuant to the Plan after such date, but Awards theretofore granted may extend beyond that date. The Board may suspend or terminate the Plan at any earlier date pursuant to 1913.1 hereof. No Awards may be granted under the Plan while the Plan is suspended or after it is terminated.

16.Choice of Law. The law of the state of Delaware shall govern all questions concerning the construction, validity and interpretation of this Plan, without regard to such state's conflict of law rules.

17.Effective Date. The Plan shall take effect retroactively from September 24, 2021.

As adopted by the Board of Directors of AnBio Therapeutics Ltd on [DATE].

As approved by the shareholders of AnBio Therapeutics Ltd on [DATE].

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EX-10.21

302045020 v1

Exhibit 10.21

Incentive Stock Option Agreement

This Incentive Stock Option Agreement (this “Agreement”) is made and entered into as of [__] by and between AnBio Therapeutics Ltd., an exempted company with limited liability organized and existing under the laws of Cayman Islands (the “Company”) and [__] (the “Participant”).

Option Shares Type	Number of Option Shares	Grant Date	Exercise Price per Share (USD)	Expiration Date
Performance Stock	[__]	[__]	[__]	[__]
Total	[__]

Upon the closing of the Share Subscription of Flip-up Shareholders (in Chinese

pursuant to Section 2.10 of the Restructuring Agreement, the Exercise Price per Share and Number of Option Shares shall be adjusted as follows:

Option Shares Type	Number of Option Shares	Exercise Price per Share (USD)
Performance Stock	[__]	[__]
Total	[__]

1.Grant of Option.

1.1Grant; Type of Option. The Company hereby grants to the Participant an option (the “Option”) to purchase the total number of Ordinary Shares of the Company equal to the number of Option Shares set forth above, at the Exercise Price set forth above. The Option is being granted pursuant to the terms of the Company’s AnBio Therapeutics Ltd 2021 Equity Incentive Plan (the “Plan”). The Option is intended to be an Incentive Stock Option within the meaning of Section 422 of the Internal Revenue Code, although the Company makes no representation or guarantee that the Option will qualify as an Incentive Stock Option. To the extent that the aggregate Fair Market Value (determined on the Grant Date) of the Ordinary Shares with respect to which Incentive Stock Options are exercisable for the first time by the Participant during any calendar year (under all plans of the Company and its Affiliates) exceeds $100,000, the Option or portion thereof which exceeds such limit (according to the order in which they were granted) shall be treated as Non-Qualified Stock Options.

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302045020 v1

1.2Consideration; Subject to Plan. The grant of the Option is made in consideration of the services to be rendered by the Participant to the Company and is subject to the terms and conditions of the Plan. Capitalized terms used but not defined herein will have the meaning ascribed to them in the Plan.

2.Vesting and Exercisability.

2.1Vesting and Exercisability of Option. The Option will become vested and exercisable over four years, with 25% of the Option vesting on the first anniversary of the Grant Date and 6.25% of the Option shares vesting on a quarterly basis thereafter, subject to the Participant’s Continuous Service through the applicable vesting date. The Participant shall exercise no fewer than 20% of Participant’s exercisable Option shares at one time.

2.2Suspension and Extension of Vesting Schedule. If the Participant takes leave that exceeds the total number of days of annual paid leaves and statutory national holidays and (i) the total number of days of such leave reaches or exceeds 180 days for any consecutive 24 months, or (ii) the total number of days of such leave reaches or exceeds 90 days for any consecutive 12 months, the Company shall have the right to suspend and extend the vesting period for any unvested Option for a number of days equal to the total number of days of such leave minus the total number of days of annual paid leave and statutory public holidays.

2.3Expiration. The Option will expire on the Expiration Date set forth above, or earlier as provided in this Agreement or the Plan.

3.Exercisability of Option Following Termination of Continuous Service.

3.1Termination of Continuous Service other than for Cause, Death, Disability. In the event that a Participant’s Continuous Service terminates for reasons other than (i) for death or Disability or (ii) for Cause, and provided that no circumstance under Section 3.2 or Detrimental Activity occurred on the part of such Participant, unless approved by the Board:

(a)all unvested Options shall immediately terminate and cease to be exercisable;

(b)the Optionholder may exercise his or her Option (to the extent that the Optionholder was entitled to exercise such Option as of the date of termination) but only within such period of time ending on the earlier of (a) the date three months following the termination of the Optionholder’s Continuous Service or (b) Expiration Date. If, after termination, the Optionholder does not exercise his or her Option within the time specified herein, the Option shall terminate.

If the Optionholder applies to exercise his or her Option (to the extent that the Optionholder was entitled to exercise such Option as of the date of

2

302045020 v1

termination), the Board has the right (but not obligation) to send the notice to the Optionholder to pay in cash to the Optionholder as an alternative:

(1)if the termination of the employment is due to incompetence or failure to pass performance assessment (“Termination Event of Incompetence”), at a price equal to 25% of the Fair Market Value on the date when the Board send the notice minus the Option Exercise Price;

(2)if the termination of the employment is due to (i) the Optionholder’s resignation, (ii) Optionholder’s failure to renew an employment contract or service agreement upon expiry, (iii) the involuntary termination of the Optionholder due to material changes to the Group Companies (e.g., Change in Control, merger, division), (iv) the Optionholder’s retirement after reaching statutory retirement age or retirement age provided by the Group Companies, or (v) a termination for any other reason except for Termination Event of Incompetence (“Other Termination Events”), at a price equal to 50% of the Fair Market Value on the date when the Board send the notice minus the Option Exercise Price;

For the part of the Option that the Board has determined to pay in cash as an alternative, such Option shall be deemed as not exercised and immediately terminate.

(c)Exercised Option Shares are subject to repurchase as determined by the Board at a price calculated based upon the conditions of such termination of Continuous Service.

(1)In the event of the termination of the Continuous Service of an Optionholder by the Company or its subsidiary due to the Termination Event of Incompetence, in the discretion of the Company or its subsidiary, exercised Option Shares are subject to repurchase as determined by the Board at a price equal to the higher of (i) 25% of the Fair Market Value on the date when the Board sends the repurchase notice to the Optionholder; or (ii) the Option Exercise Price;

(2)In the event of Other Termination Events, exercised Option Shares are subject to repurchase as determined by the Board at a price equal to the higher of (i) 50% of the Fair Market Value on the date when the Board sends the repurchase notice to the Optionholder; or (ii) the Option Exercise Price.

3.2Termination for Cause; Competitive Acts; Confidentiality; In the event that a Participant’s Continuous Service terminates for Cause, a Participant commits a Competitive Act, a Participant breaches confidentiality obligations under Section 14 of this Agreement:

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(a)all outstanding Options (whether or not vested) shall immediately terminate and cease to be exercisable;

(b)Option Shares acquired by the Optionholder by exercise of the Option will be subject to mandatory repurchase at the Option Exercise Price; if the circumstance is severe, at the lower of (i) the Option Exercise Price or (ii) corresponding value of the net assets of the Company with respect to the Option. All the fees, costs and taxes arising from such repurchase shall be borne by the Optionholder.

3.3Disability of Optionholder. In the event that such Optionholder’s Continuous Service terminates as a result of the Optionholder’s Disability, provided that no circumstance under Section 3.2 or Detrimental Activity occurred on the part of such Participant:

(a)all unvested Options shall immediately terminate and cease to be exercisable;

(b)the Optionholder (or the Optionholder’s legal guardian or custodian) may exercise his or her Option (to the extent that the Optionholder was entitled to exercise such Option as of the date of termination), but only within such period of time ending on the earlier of (a) the date three months following such termination or (b)Expiration Date. If, after termination, the Option is not exercised within the time specified herein, the Option shall terminate.

(c)If the Optionholder (or the Optionholder’s legal guardian or custodian) applies to exercise his or her Option (to the extent that the Optionholder was entitled to exercise such Option as of the date of termination), the Board has the right (but not obligation) to send the notice to the Optionholder (or the Optionholder’s legal guardian or custodian) to pay in cash as an alternative at a price equal to 50% of the Fair Market Value on the date when the Board send the notice minus the Option Exercise Price;

For the part of the Option that the Board has determined to pay in cash as an alternative, such Option shall be deemed as not exercised and immediately terminate.

Option Shares acquired by the Optionholder by exercise of the Option are subject to repurchase as determined by the Board at a price equal to the higher of (i) 50% of the Fair Market Value on the date when the Board sends the repurchase notice to the Optionholder; or (ii) the Option Exercise Price.

3.4Death of Optionholder. In the event such Optionholder’s Continuous Service terminates as a result of the Optionholder’s death, provided that no circumstance under Section 3.2 or Detrimental Activity occurred on the part of such Participant:

(a)all unvested Options shall immediately terminate and cease to be exercisable;

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(b)the Option may be exercised (to the extent the Optionholder was entitled to exercise such Option as of the date of death) by the Optionholder’s estate, by a person who acquired the right to exercise the Option by bequest or inheritance or by a person designated to exercise the Option upon the Optionholder’s death (“Successor”), but only within the period ending on the earlier of (a) the date three months following the date of death or (b)the Expiration Date. If, after the Optionholder’s death, the Option is not exercised within the time specified herein, the Option shall terminate.

If the Successor applies to exercise his or her Option (to the extent the Optionholder was entitled to exercise such Option as of the date of death), the Board has the right (but not obligation) to send the notice to the Successor to pay in cash as an alternative at a price equal to 50% of the Fair Market Value on the date when the Board send the notice minus the Option Exercise Price;

For the part of the Option that the Board has determined to pay in cash as an alternative, such Option shall be deemed as not exercised and immediately terminate.

(c)Option Shares acquired by the Optionholder by exercise of the Option are subject to repurchase as determined by the Board at a price equal to the higher of (i) 50% of the Fair Market Value on the date when the Board sends the repurchase notice to the Optionholder; or (ii) the Option Exercise Price.

3.5Notwithstanding anything to the contrary, the Board does not have the right to adopt the cash payment settlement or repurchase the Option Shares under Sections 6.8, 6.10 and 6.11 after the initial public offering (the “IPO”) of the Company. The disposal of the Option Shares under Section 3.1 to 3.4 are also subject to the Securities Act and other relevant Applicable Laws after the Company consummates the IPO.

4.Manner of Exercise.

4.1Election to Exercise. Participant’s exercise is subject to Board approval. To exercise the Option, the Participant (or in the case of exercise after the Participant’s death or incapacity, the Participant’s executor, administrator, heir or legatee, as the case may be) must deliver to the Managers a written application to exercise specifying the number of Option shares to be exercised, which shall not be less than 20% of the Participant’s exercisable Option shares. The Managers will review the Participant’s application to exercise and make a recommendation to the Board. The Board will notify the Participant of whether such application has been approved, the number of Option shares to be exercised and the consideration for such exercise. If someone other than the Participant exercises the Option, then such person must submit documentation reasonably acceptable to the Company verifying that such person has the legal right to exercise the Option.

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4.2Payment of Exercise Price. The entire Exercise Price of the Option and any applicable taxes shall be payable in full within 30 days of receiving Manager’s approval of the Participant’s exercise request, to the extent permitted by applicable statutes and regulations, either:

(a)in cash; or

(b)in any other form of legal consideration acceptable to the Managers.

4.3Withholding. Prior to the issuance of Option Shares upon the exercise of the Option, the Participant must make arrangements satisfactory to the Company to pay or provide for any applicable Cayman Islands, PRC or U.S. federal, state and local withholding obligations of the Company. The Participant may satisfy any federal, state or local tax withholding obligation relating to the exercise of the Option by any of the following means:

(a)tendering a cash payment;

(b)authorizing the Company to withhold Ordinary Shares from the Ordinary Shares otherwise issuable to the Participant as a result of the exercise of the Option; provided, however, that no Ordinary Shares are withheld with a value exceeding the amount of tax required to be withheld by law; or

(c)delivering to the Company previously owned and unencumbered Ordinary Shares.

The Company has the right to withhold from any compensation paid to a Participant.

5.Public Offering. After the initial public offering (IPO), subject to relevant restrictions under the Plan, this Agreement, and Applicable Laws (including without limitation of the lockup period), the Participant is entitled to sell, transfer or otherwise dispose of the Option Shares. The specific procedures thereof will be otherwise determined by the Board by then.

6.Transferability of Option Shares; Certificates.

6.1Pre-Public Offering. Prior to an initial public offering (IPO), no Option or Option Shares may be sold, transferred, pledged, encumbered, or disposed of in any way by the Participant, except by will or the laws of descent and distribution, or pursuant to this Agreement or otherwise approved by the Board.

6.2“Market Stand-off” Agreement. The Participant hereby agrees that it will not, without the prior written consent of the managing underwriter, during the period commencing on the date of the final prospectus relating to the registration by the Company for its own behalf of its Ordinary Shares or any other equity securities under the Securities Act on a registration statement on Form S-1 or Form F-1 or Form S-3 or Form F-3, and ending on the date specified by the Company and the managing underwriter (such period not to exceed 180 days in the case of an IPO or 90 days in the case of any registration other than an IPO or such other period as may be requested by the Company or an underwriter to accommodate regulatory restrictions on (1) the publication or other distribution of research reports and (2) analyst recommendations and opinions, including,

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but not limited to, the restrictions contained in applicable FINRA rules, or any successor provisions or amendments thereto), (i) lend; offer; pledge; sell; contract to sell; sell any option or contract to purchase; purchase any option or contract to sell; grant any option, right, or warrant to purchase; or otherwise transfer or dispose of, directly or indirectly, any Ordinary Shares or any securities convertible into or exercisable or exchangeable (directly or indirectly) for Ordinary Shares held immediately before the effective date of the registration statement for such offering or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of such securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Ordinary Shares or other securities, in cash, or otherwise. The foregoing provisions of this Section 6.2 shall not apply to the sale of any shares to an underwriter pursuant to an underwriting agreement or to the establishment of a trading plan pursuant to Rule 10b5-1, provided that such plan does not permit transfers during the restricted period, or the transfer of any shares to any trust for the direct or indirect benefit of the Holder or the immediate family of the Holder, provided that the trustee of the trust agrees to be bound in writing by the restrictions set forth herein, and provided further that any such transfer shall not involve a disposition for value, and shall be applicable to the Holders only if all officers and directors are subject to the same restrictions and the Company uses commercially reasonable efforts to obtain a similar agreement from all shareholders individually owning more than 5% of the Company’s issued and outstanding Ordinary Shares (after giving effect to conversion into Ordinary Shares of all outstanding Preferred Shares). The underwriters in connection with such registration are intended third-party beneficiaries of this Section 6.2 and shall have the right, power and authority to enforce the provisions hereof as though they were a party hereto. Each Holder further agrees to execute such agreements as may be reasonably requested by the underwriters in connection with such registration that are consistent with this Section 6.2 or that are necessary to give further effect thereto.

6.3Issuance of Option Shares. Subject to Section 6.4, provided that the application to exercise and payment are in form and substance satisfactory to the Company, the Company shall issue the Option Shares registered in the name of the Participant, the Participant’s authorized assignee, or the Participant’s legal representative, and shall deliver certificates representing the Option Shares with the appropriate legends affixed thereto.

6.4Issuance of Option Shares May Be Postponed. Notwithstanding any other provisions of this Agreement, the issuance or delivery of Option Shares, whether subject to restrictions or unrestricted, may be postponed for such period as may be required to comply with applicable requirements of any national securities exchange or any requirements under any law or regulation applicable to the issuance or delivery of the Option Shares, including without limitation PRC foreign exchange laws and regulations. The Company shall not be obligated to issue or deliver any Option Shares if the issuance or delivery thereof would constitute a violation of any provision of any law or any regulation of any governmental authority or national securities exchange.

7.No Right to Continued Employment; No Rights as Shareholder. Neither the Plan nor this Agreement shall confer upon the Participant any right to be retained in any position, as an Employee, Consultant or Director of the Company. Further, nothing in the Plan or this Agreement shall be construed to limit the discretion of the Company to terminate the Participant’s Continuous Service at any time, with or without Cause. The Participant shall not have any rights as a shareholder with respect to any Option Shares prior to the date of exercise of the Option.

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8.Transferability of Option. The Option is not transferable by the Participant other than to a designated beneficiary upon the Participant’s death or by will or the laws of descent and distribution, and is exercisable during the Participant’s lifetime only by him or her. No assignment or transfer of the Option, or the rights represented thereby, whether voluntary or involuntary, by operation of law or otherwise (except to a designated beneficiary upon death by will or the laws of descent or distribution) will vest in the assignee or transferee any interest or right herein whatsoever, but immediately upon such assignment or transfer the Option will terminate and become of no further effect.

9.Adjustments. The Option Shares may be adjusted or terminated in any manner as contemplated by Section 10 of the Plan.

10.Tax Liability and Withholding. Notwithstanding any action the Company takes with respect to any or all income tax, social insurance, payroll tax, or other tax-related withholding (“Tax-Related Items”), the ultimate liability for all Tax-Related Items is and remains the Participant’s responsibility and the Company (a) makes no representation or undertakings regarding the treatment of any Tax-Related Items in connection with the grant, vesting, or exercise of the Option or the subsequent sale of any Option Shares; and (b) does not commit to structure the Option to reduce or eliminate the Participant’s liability for Tax-Related Items.

11.Qualification as an Incentive Stock Option. It is understood that the Option is intended to qualify as an incentive stock option as defined in Section 422 of the Code to the extent permitted under Applicable Law. Accordingly, the Participant understands that in order to obtain the benefits of an incentive stock option, no sale or other disposition may be made of Ordinary Shares for which incentive stock option treatment is desired within one year following the date of exercise of the Option or within two years from the Grant Date. The Participant understands and agrees that the Company shall not be liable or responsible for any additional tax liability the Participant incurs in the event that the Internal Revenue Service for any reason determines that the Option does not qualify as an incentive stock option within the meaning of the Code.

12.Confidentiality. Participant will, and will cause his or her family members and his or her assignees to, keep the Plan, this Agreement and the transactions contemplated hereunder confidential. Without the Company’s consent, the Participant shall not disclose to any person such information except for legally required disclosure. With respect to such legally required disclosure, the Participant shall notify the Company within a reasonable time before such disclosure and use his or her best efforts to keep the disclosed information confidential. The confidentiality obligations provided for in this Section 12 shall continue in full force after the Option has been exercised.

13.Forfeiture; Detrimental Activity. If the Participant has engaged in or engages in Detrimental Activity, the Participant will forfeit any gain realized on the vesting, exercise or settlement of the Option, and must repay the gain to the Company. If the Participant receives any amount in excess of what the Participant should receive under the terms of this Agreement for any reason (including, without limitation, by reason of a financial restatement, mistake in calculations or other administrative error), then the Participant shall be required to repay any such excess amount to the Company.

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14.Compliance with Law. The exercise of the Option and the issuance and transfer of Option Shares shall be subject to compliance by the Company and the Participant with all applicable requirements of Cayman Islands and U.S. federal and state securities laws and with all applicable requirements of any stock exchange on which the Company’s Ordinary Shares may become listed. No Option Shares shall be issued pursuant to this Option unless and until any then applicable requirements of state or federal laws and regulatory agencies have been fully complied with to the satisfaction of the Company and its counsel. The Participant understands that the Company is under no obligation to register the Option Shares with the Securities and Exchange Commission, any state securities commission or any stock exchange to effect such compliance.

15.Notices. Any notice required to be delivered to the Company under this Agreement shall be in writing and addressed to the general counsel of the Company at the Company’s principal corporate offices. Any notice required to be delivered to the Participant under this Agreement shall be in writing and addressed to the Participant at the Participant’s address as shown in the records of the Company. Either party may designate another address in writing (or by such other method approved by the Company) from time to time.

16.Governing Law. This Agreement will be construed and interpreted in accordance with the laws of the state of Delaware without regard to conflict of law principles.

17.Interpretation. Any dispute regarding the interpretation of this Agreement shall be submitted by the Participant or the Company to the Board for review. The resolution of such dispute by the Board shall be final and binding on the Participant and the Company.

18.Options Subject to Plan. This Agreement is subject to the Plan as approved by the Company’s shareholders. The terms and provisions of the Plan as it may be amended from time to time are hereby incorporated herein by reference. In the event of a conflict between any term or provision contained herein and a term or provision of the Plan, the applicable terms and provisions of the Plan will govern and prevail.

19.Other Restrictions on Transferability. Notwithstanding anything in this Agreement to the contrary, and in accordance with Section 13.2 of the Plan, as a condition to the receipt of Option Shares, the Participant shall execute any required documentation setting forth certain restrictions on the transferability of the Option Shares, including a right of first refusal of the Company with respect to Option Shares, the right of the Company to re-purchase Option Shares after a Participant’s termination of Continuous Service, and drag-along rights of the Company and certain investors and such other terms as the Board or the Managers shall from time to time establish.

20.Successors and Assigns. The Company may assign any of its rights under this Agreement. This Agreement will be binding upon and inure to the benefit of the successors and assigns of the Company. Subject to the restrictions on transfer set forth herein, this Agreement will be binding upon the Participant and the Participant’s beneficiaries, executors, administrators and the person(s) to whom the Option may be transferred by will or the laws of descent or distribution.

21.Severability. The invalidity or unenforceability of any provision of the Plan or this Agreement shall not affect the validity or enforceability of any other provision of the Plan or this

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Agreement, and each provision of the Plan and this Agreement shall be severable and enforceable to the extent permitted by law.

22.Discretionary Nature of Plan. The Plan is discretionary and may be amended, cancelled or terminated by the Company at any time, in its discretion. The grant of the Option in this Agreement does not create any contractual right or other right to receive any Options or other Awards in the future. Future Awards, if any, will be at the sole discretion of the Company. Any amendment, modification, or termination of the Plan shall not constitute a change or impairment of the terms and conditions of the Participant’s employment with the Company.

23.Amendment. The Board have the right to amend, alter, suspend, discontinue or cancel the Option, prospectively or retroactively; provided, that, no such amendment shall adversely affect the Participant’s material rights under this Agreement without the Participant’s consent.

24.No Impact on Other Benefits. The value of the Participant’s Option is not part of his or her normal or expected compensation for purposes of calculating any severance, retirement, welfare, insurance or similar employee benefit.

25.Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original but all of which together will constitute one and the same instrument. Counterpart signature pages to this Agreement transmitted by facsimile transmission, by electronic mail in portable document format (.pdf), or by any other electronic means intended to preserve the original graphic and pictorial appearance of a document, will have the same effect as physical delivery of the paper document bearing an original signature.

26.Acceptance. The Participant hereby acknowledges receipt of a copy of the Plan and this Agreement. The Participant has read and understands the terms and provisions thereof, and accepts the Option subject to all of the terms and conditions of the Plan and this Agreement. The Participant acknowledges that there may be adverse tax consequences upon exercise of the Option or disposition of the Option Shares and that the Participant should consult a tax advisor prior to such exercise or disposition.

[signature page follows]

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.

ANBIO THERAPEUTICS LTD.

By: _____________________

Name: Junyuan Wang

Title: Chief Executive Officer

[__]

Acknowledgment and Agreement of Spouse

The undersigned spouse of the Participant acknowledges that he or she has read this Agreement and agrees to be bound by its terms to the extent that the Participant has executed such document.

Name:

Declaration of Unmarried Status

The Participant hereby declares that he or she is not married as of the date hereof.

Name:

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EX-10.22

Exhibit 10.22

Restricted Stock Unit Agreement

(New Hire Grant)

This Restricted Stock Unit Agreement (this “Agreement”) is made and entered into as of March 24, 2024 (the “Grant Date”) by and between AnHeart Therapeutics Ltd. (f/k/a AnBio Therapeutics Ltd.), an exempted company with limited liability organized and existing under the laws of the Cayman Islands (the “Company”), and ______________, (the “Participant”). This Agreement is being entered into pursuant to the AnBio Therapeutics Ltd 2021 Equity Incentive Plan (the “Plan”). Capitalized terms used in this Agreement but not defined herein will have the meaning ascribed to them in the Plan.

1.Grant of Restricted Stock Units.Pursuant to Section 7.2 of the Plan, the Company hereby issues to the Participant on the Grant Date an Award consisting of _______ Restricted Stock Units (such number of Restricted Stock Units, as may be adjusted, as described in this Agreement, the “Restricted Stock Units”). Each Restricted Stock Unit represents the right to receive one Ordinary Share, subject to the terms and conditions set forth in this Agreement and the Plan. The Restricted Stock Units shall be credited to a separate account maintained for the Participant on the books and records of the Company (the “Account”). All amounts credited to the Account shall continue for all purposes to be part of the general assets of the Company.

2.Consideration. The grant of the Restricted Stock Units is made in consideration of the services to be rendered by the Participant to the Company.

3.Vesting. Restricted Stock Units will become vested over four years, with 25% of the Restricted Stock Units vesting on the first anniversary of the Vesting Start Date (as defined below) and the remaining Restricted Stock Units thereafter vesting in equal monthly installments, subject to the Participant’s Continuous Service through the applicable vesting date. The applicable period during which restrictions apply shall be called the “Restricted Period.” For purposes of this Agreement, the “Vesting Start Date” means __________.

4.Restrictions. Subject to any exceptions set forth in this Agreement or the Plan, during the Restricted Period and until the later of (i) such time as the Restricted Stock Units are settled or (ii) the Ordinary Shares are publicly traded, the Restricted Stock Units or the rights relating thereto (including the Settled Shares) may not be assigned, alienated, pledged, attached, sold or otherwise transferred or encumbered by the Participant. Any attempt to assign, alienate, pledge, attach, sell or otherwise transfer or encumber the Restricted Stock Units or the rights relating thereto shall be wholly ineffective and, if any such attempt is made, the Restricted Stock Units will be forfeited by the Participant and all of the Participant’s rights to such units shall immediately terminate without any payment or consideration by the Company.

5.Rights as Shareholder. The Participant shall not have any rights of a shareholder with respect to the Ordinary Shares underlying the Restricted Stock Units unless and until the applicable Restricted Stock Units vest and are settled by the issuance of such Ordinary Shares. Upon and following

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the settlement of the Restricted Stock Units, the Participant shall be the record owner of the Ordinary Shares underlying the Restricted Stock Units unless and until such shares are sold or otherwise disposed of, and as record owner shall be entitled to all rights of a shareholder of the Company (including voting rights).

6.Settlement of Restricted Stock Units. Promptly upon the expiration of the applicable Restricted Period, and in any event within 60 days following the date the applicable Restricted Period ends, the Company shall (a) issue and deliver to the Participant, or his or her beneficiary, without charge, the number of Ordinary Shares equal to the number of vested Restricted Stock Units (such Ordinary Shares, the “Settled Shares”), and (b) enter the Participant’s name on the books of the Company as the shareholder of record with respect to the Ordinary Shares delivered to the Participant; provided, however, that the Board may, in its sole discretion, elect to (i) pay cash or part cash and part Ordinary Shares in lieu of delivering only Ordinary Shares in respect of the Restricted Stock Units or (ii) defer the delivery of Ordinary Shares (or cash or part cash and part Ordinary Shares, as the case may be) beyond the expiration of the Restricted Period if such delivery would result in a violation of applicable law until such time as is no longer the case. If a cash payment is made in lieu of delivering Ordinary Shares, the amount of such payment shall be equal to the Fair Market Value of the Ordinary Shares as of the date on which the applicable Restricted Period lapsed with respect to the Restricted Stock Units (the “Vesting Date Fair Market Value”), less an amount equal to any required tax withholdings.

7.Termination of Continuous Service.

7.1 Treatment of Unvested Restricted Stock Units Following Termination of Continuous Service. Notwithstanding any provision of this Agreement or the Plan to the contrary, if the Participant’s Continuous Service terminates for any reason at any time before the applicable Vesting Date, the Participant’s Restricted Stock Units shall be automatically forfeited upon such termination of employment or service and neither the Company nor any Affiliate shall have any further obligations to the Participant under this Agreement.

7.2Treatment of Settled Shares Following Termination of Continuous Service.

(a)Termination for Reasons Other Than Cause, Death, Disability.

(i) In the event of the termination of Participant’s Continuous Service by the Company or its subsidiary due to incompetence, in the discretion of the Company, and provided that no circumstance under Section 7.2(b) or Detrimental Activity occurred on the part of such Participant, Settled Shares are subject to repurchase by the Board, at the discretion of the Board, at a price equal to the higher of (i) 25% of the Vesting Date Fair Market Value or (ii) the amount actually paid by the Participant (including costs or tax) to obtain such Settled Shares.

(ii)In the event of (i) the Participant’s resignation, (ii) Participant’s failure to renew an employment contract or service agreement upon expiry, (iii) the involuntary termination of the Participant due to material changes to the Group Companies (e.g., Change in Control, merger, division), (iv) the Participant’s retirement after reaching statutory retirement age or retirement age provided by the Group Companies, or (v) a termination for any other reason, and provided that

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no circumstance under Section 7.2(b) or Detrimental Activity occurred on the part of such Participant, Settled Shares are subject to repurchase by the Board, at the discretion of the Board, at a price equal to the higher of (i) 50% of the Vesting Date Fair Market Value or (ii) the amount actually paid by the Participant (including costs or tax) to obtain such Settled Shares..

(b)Termination for Cause; Competitive Acts; Confidentiality. In the event that Participant’s Continuous Service terminates for Cause, or Participant commits a Competitive Act or Participant breaches the confidentiality obligations under this Agreement, Settled Shares and cash paid by the Company in lieu of delivering only Ordinary Shares in respect of the Restricted Stock Units shall be forfeited by the Participant and all of the Participant’s rights to such units shall immediately terminate without any payment or consideration by the Company. The Participant will forfeit any gain realized on the vesting, exercise or settlement of the Restricted Stock Units, and must repay the gain to the Company.

(c)Termination due to Disability. If the Participant’s Continuous Service terminates as a result of the Participant’s Disability, provided that no circumstance under Section 7.2(b) or Detrimental Activity occurred on the part of such Participant,Settled Shares are subject to repurchase by the Board, at the discretion of the Board, at a price equal to the higher of (i)50% of the Vesting Date Fair Market Value or (ii) the amount actually paid by the Participant (including costs or tax) to obtain such Settled Shares.

(d)Termination due to Death. If the Participant’s Continuous Service terminates as a result of the Participant’s death, provided that no circumstance under Section7.2(b) or Detrimental Activity occurred on the part of such Participant, Settled Shares are subject to repurchase by the Board, at the discretion of the Board, at a price equal to the higher of (i) 50% of the Vesting Date Fair Market Value or (ii) the amount actually paid by the Participant (including costs or tax) to obtain such Settled Shares.

For avoidance of doubt, if the Board elects to (i) pay cash or part cash and part Ordinary Shares in lieu of delivering only Ordinary Shares in respect of the Restricted Stock Units, the payment by cash is not subject to the repurchase set forth in this Section 7.2 (a), (c) and (d).

Notwithstanding anything to the contrary, the Board does not have the right to repurchase the Settled Shares under this Section 7.2 (a), (c) and (d) after the initial public offering (the “IPO”) of the Company or a Change in Control (as defined in the Plan). The disposal of the Settled Shares under Section 7.2 is also subject to the Securities Act and other relevant Applicable Laws after the Company consummates the IPO.

8.No Rights to Continued Service. Neither the Plan nor this Agreement shall confer upon the Participant any right to be retained in any position, as an employee, consultant or director of the Company or any Affiliate. Further, nothing in the Plan or this Agreement shall be construed to limit the

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discretion of the Company or an Affiliate to terminate the Participant’s employment or service with the Company or an Affiliate at any time, with or without Cause.

9.Adjustments. In the event of any change to the outstanding Ordinary Shares or the capital structure of the Company (including, without limitation, a Change in Control), if required, the Restricted Stock Units shall be adjusted or terminated in any manner as contemplated by Sections 11 and 12 of the Plan.

10.Beneficiary Designation. The Participant may file with the Board a written designation of one or more persons as the beneficiary(ies) who shall be entitled to his or her rights under this Agreement and the Plan, if any, in case of his or her death, in accordance with Section 14.11 of the Plan.

11.Tax Liability and Withholding.

11.1The Participant shall be responsible for the amount of any required withholding taxes in respect of the Restricted Stock Units, and the Company shall have the right to take such actions as the Managers deem necessary to satisfy all obligations for the payment of such withholding taxes in accordance with Section 10.5 of the Plan and this Section 11. The Participant may, at the Participant’s election, satisfy any federal, state or local tax withholding obligation in connection with the vesting or settlement of the Restricted Stock Units by any of the following means, or by a combination of such means of the Plan, (a) tendering a cash payment, (b) having the Company withhold Ordinary Shares from the Ordinary Shares otherwise issuable or deliverable to the Participant as a result of the vesting or settlement, as applicable, of the Restricted Stock Units (provided, however, that no Ordinary Shares shall be withheld with a value exceeding the maximum amount of tax required to be withheld by law), (c) delivering to the Company previously owned and unencumbered Ordinary Shares or (d) authorizing a broker-assisted sale (or “sell-to-cover”) upon the vesting or settlement of the Restricted Stock Units.

11.2Notwithstanding any action the Company takes with respect to any or all income tax, social insurance, payroll tax, or other tax-related withholding (“Tax-Related Items”), the ultimate liability for all Tax-Related Items is and remains the Participant’s responsibility and the Company (a) makes no representation or undertakings regarding the treatment of any Tax-Related Items in connection with the grant, vesting or settlement of the Restricted Stock Units or the subsequent sale of any shares; and (b) does not commit to structure the Restricted Stock Units to reduce or eliminate the Participant’s liability for Tax-Related Items.

12.Confidentiality. Participant will, and will cause his or her family members and his or her assignees to, keep the Plan, this Agreement and the transactions contemplated hereunder confidential. Without the Company’s consent, the Participant shall not disclose to any person such information except for legally required disclosure. With respect to such legally required disclosure, the Participant shall notify the Company within a reasonable time before such disclosure and use his or her best efforts to keep the disclosed information confidential. The confidentiality obligations provided for in this Section 12 shall continue in full force after the Restricted Stock Units has been exercised.

13.Compliance with Law. The issuance and transfer of Ordinary Shares shall be subject to compliance by the Company and the Participant with all applicable requirements of federal and state securities laws and with all applicable requirements of any stock exchange on which the Ordinary Shares may be listed. No Ordinary Shares shall be issued pursuant to Restricted Stock Units unless and until

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any then applicable requirements of state or federal laws and regulatory agencies have been fully complied with to the satisfaction of the Company and its counsel. The Participant understands that the Company is under no obligation to register the Ordinary Shares with the Securities and Exchange Commission, any state securities commission or any stock exchange to effect such compliance. Furthermore, the allotment and issuance of Ordinary Shares shall be subject to any necessary consent, registration and approval under the relevant laws and regulations for the time being in the PRC, including but not limited to any registration required by the foreign exchange authority in the PRC. The Participant shall be responsible for obtaining any governmental or other official consent that may be required by any country or jurisdiction for or in connection with the grant of the Restricted Stock Unites and issuance of the Settled Shares.

14.Clawback; Forfeiture. If the Participant has engaged in or engages in Detrimental Activity, the Participant will forfeit any gain realized on the vesting, exercise or settlement of any Restricted Stock Units (including but not limited to the Settled Shares and cash), and must repay the gain to the Company. If the Participant receives any amount in excess of what the Participant should have received under the terms of the Restricted Stock Units for any reason (including, without limitation, by reason of a financial restatement, mistake in calculations or other administrative error), then the Participant shall be required to repay any such excess amount to the Company. Without limiting the foregoing, all Restricted Stock Units shall be subject to reduction, cancellation, forfeiture or recoupment to the extent necessary to comply with Applicable Laws.

15.Notices. Any notice required to be delivered to the Company under this Agreement shall be in writing and addressed to the general counsel of the Company at the Company’s principal corporate offices. Any notice required to be delivered to the Participant under this Agreement shall be in writing and addressed to the Participant at the Participant’s address as shown in the records of the Company. Either party may designate another address in writing (or by such other method approved by the Company) from time to time.

16.Governing Law. This Agreement will be construed and interpreted in accordance with the laws of the state of Delaware without regard to conflict of law principles.

17.Interpretation. Any dispute regarding the interpretation of this Agreement shall be submitted by the Participant or the Company to the Board for review. The resolution of such dispute by the Board shall be final and binding on the Participant and the Company.

18.Participant Bound by Plan. This Agreement is subject to all terms and conditions of the Plan as approved by the Company’s shareholders. The terms and provisions of the Plan as it may be amended from time to time are hereby incorporated herein by reference. In the event of a conflict between any term or provision contained herein and a term or provision of the Plan, the applicable terms and provisions of the Plan will govern and prevail.

19.Successors and Assigns. The Company may assign any of its rights under this Agreement. This Agreement will be binding upon and inure to the benefit of the successors and assigns of the Company. Subject to the restrictions on transfer set forth herein, this Agreement will be binding upon the Participant and the Participant’s beneficiaries, executors, administrators and the person(s) to whom the Restricted Stock Units may be transferred by will or the laws of descent or distribution.

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20.Severability. The invalidity or unenforceability of any provision of the Plan or this Agreement shall not affect the validity or enforceability of any other provision of the Plan or this Agreement, and each provision of the Plan and this Agreement shall be severable and enforceable to the extent permitted by law.

21.Discretionary Nature of Plan. The Plan is discretionary and may be amended, cancelled or terminated by the Company at any time, in its discretion. The grant of the Restricted Stock Units in this Agreement does not create any contractual right or other right to receive any Restricted Stock Units or other Awards in the future. Future Awards, if any, will be at the sole discretion of the Company. Any amendment, modification, or termination of the Plan shall not constitute a change or impairment of the terms and conditions of the Participant’s employment with the Company.

22.Amendment. The Board have the right to amend, alter, suspend, discontinue or cancel Restricted Stock Units, prospectively or retroactively; provided that no such amendment shall adversely affect the Participant’s material rights under this Agreement without the Participant’s consent.

23.Section 409A. This Agreement is intended to comply with Section 409A of the Code or an exemption thereunder and shall be construed and interpreted in a manner consistent with the requirements for avoiding additional taxes or penalties under Section 409A of the Code. Notwithstanding the foregoing, the Company makes no representations that the payments and benefits provided under this Agreement comply with Section 409A of the Code and in no event shall the Company be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by the Participant on account of non-compliance with Section 409A of the Code.

24.No Impact on Other Benefits. The value of the Participant’s Restricted Stock Units is not part of his or her normal or expected compensation for purposes of calculating any severance, retirement, welfare, insurance or similar employee benefit.

25.Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original but all of which together will constitute one and the same instrument. Counterpart signature pages to this Agreement transmitted by facsimile transmission, by electronic mail in portable document format (.pdf), or by any other electronic means intended to preserve the original graphic and pictorial appearance of a document, will have the same effect as physical delivery of the paper document bearing an original signature.

26.Acceptance. The Participant hereby acknowledges receipt of a copy of the Plan and this Agreement. The Participant has read and understands the terms and provisions thereof, and accepts Restricted Stock Units subject to all of the terms and conditions of the Plan and this Agreement. The Participant acknowledges that there may be adverse tax consequences upon the vesting or settlement of the Restricted Stock Units or disposition of the underlying shares and that the Participant should consult a tax advisor prior to such vesting, settlement or disposition.

[SIGNATURE PAGE FOLLOWS]

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Restricted Stock Unit Agreement

(Promotion Grant)

This Restricted Stock Unit Agreement (this “Agreement”) is made and entered into as of March 24, 2024 (the “Grant Date”) by and between AnHeart Therapeutics Ltd. (f/k/a AnBio Therapeutics Ltd.), an exempted company with limited liability organized and existing under the laws of the Cayman Islands (the “Company”), and ________________, (the “Participant”). This Agreement is being entered into pursuant to the AnBio Therapeutics Ltd 2021 Equity Incentive Plan (the “Plan”). Capitalized terms used in this Agreement but not defined herein will have the meaning ascribed to them in the Plan.

27.Grant of Restricted Stock Units. Pursuant to Section 7.2 of the Plan, the Company hereby issues to the Participant on the Grant Date an Award consisting of _______ Restricted Stock Units (such number of Restricted Stock Units, as may be adjusted, as described in this Agreement, the “Restricted Stock Units”). Each Restricted Stock Unit represents the right to receive one Ordinary Share, subject to the terms and conditions set forth in this Agreement and the Plan. The Restricted Stock Units shall be credited to a separate account maintained for the Participant on the books and records of the Company (the “Account”). All amounts credited to the Account shall continue for all purposes to be part of the general assets of the Company.

28.Consideration. The grant of the Restricted Stock Units is made in consideration of the services to be rendered by the Participant to the Company.

29.Vesting. Restricted Stock Units will become vested over four years, with 1/48th of the Restricted Stock Units vesting on a monthly basis following the Grant Date, subject to the Participant’s Continuous Service through the applicable vesting date. The applicable period during which restrictions apply shall be called the “Restricted Period.”

30.Restrictions. Subject to any exceptions set forth in this Agreement or the Plan, during the Restricted Period and until the later of (i) such time as the Restricted Stock Units are settled or (ii) the Ordinary Shares are publicly traded, the Restricted Stock Units or the rights relating thereto (including the Settled Shares) may not be assigned, alienated, pledged, attached, sold or otherwise transferred or encumbered by the Participant. Any attempt to assign, alienate, pledge, attach, sell or otherwise transfer or encumber the Restricted Stock Units or the rights relating thereto shall be wholly ineffective and, if any such attempt is made, the Restricted Stock Units will be forfeited by the Participant and all of the Participant’s rights to such units shall immediately terminate without any payment or consideration by the Company.

31.Rights as Shareholder. The Participant shall not have any rights of a shareholder with respect to the Ordinary Shares underlying the Restricted Stock Units unless and until the applicable Restricted Stock Units vest and are settled by the issuance of such Ordinary Shares. Upon and following the settlement of the Restricted Stock Units, the Participant shall be the record owner of the Ordinary Shares underlying the Restricted Stock Units unless and until such shares are sold or otherwise disposed of, and as record owner shall be entitled to all rights of a shareholder of the Company (including voting rights).

[Signature Page to Restricted Stock Unit Agreement]

32.Settlement of Restricted Stock Units. Promptly upon the expiration of the applicable Restricted Period, and in any event within 60 days following the date the applicable Restricted Period ends, the Company shall (a) issue and deliver to the Participant, or his or her beneficiary, without charge, the number of Ordinary Shares equal to the number of vested Restricted Stock Units (such Ordinary Shares, the “Settled Shares”), and (b) enter the Participant’s name on the books of the Company as the shareholder of record with respect to the Ordinary Shares delivered to the Participant; provided, however, that the Board may, in its sole discretion, elect to (i) pay cash or part cash and part Ordinary Shares in lieu of delivering only Ordinary Shares in respect of the Restricted Stock Units or (ii) defer the delivery of Ordinary Shares (or cash or part cash and part Ordinary Shares, as the case may be) beyond the expiration of the Restricted Period if such delivery would result in a violation of applicable law until such time as is no longer the case. If a cash payment is made in lieu of delivering Ordinary Shares, the amount of such payment shall be equal to the Fair Market Value of the Ordinary Shares as of the date on which the applicable Restricted Period lapsed with respect to the Restricted Stock Units (the “Vesting Date Fair Market Value”), less an amount equal to any required tax withholdings.

33.Termination of Continuous Service.

33.1 Treatment of Unvested Restricted Stock Units Following Termination of Continuous Service. Notwithstanding any provision of this Agreement or the Plan to the contrary, if the Participant’s Continuous Service terminates for any reason at any time before the applicable Vesting Date, the Participant’s Restricted Stock Units shall be automatically forfeited upon such termination of employment or service and neither the Company nor any Affiliate shall have any further obligations to the Participant under this Agreement.

33.2Treatment of Settled Shares Following Termination of Continuous Service.

(a)Termination for Reasons Other Than Cause, Death, Disability.

(i) In the event of the termination of Participant’s Continuous Service by the Company or its subsidiary due to incompetence, in the discretion of the Company, and provided that no circumstance under Section 7.2(b) or Detrimental Activity occurred on the part of such Participant, Settled Shares are subject to repurchase by the Board, at the discretion of the Board, at a price equal to the higher of (i) 25% of the Vesting Date Fair Market Value or (ii) the amount actually paid by the Participant (including costs or tax) to obtain such Settled Shares.

(ii)In the event of (i) the Participant’s resignation, (ii) Participant’s failure to renew an employment contract or service agreement upon expiry, (iii) the involuntary termination of the Participant due to material changes to the Group Companies (e.g., Change in Control, merger, division), (iv) the Participant’s retirement after reaching statutory retirement age or retirement age provided by the Group Companies, or (v) a termination for any other reason, and provided that no circumstance under Section 7.2(b) or Detrimental Activity occurred on the part of such Participant, Settled Shares are subject to repurchase by the Board, at the discretion of the Board, at a price equal to the higher of (i) 50% of the Vesting Date Fair Market Value or (ii) the amount actually paid by the Participant (including costs or tax) to obtain such Settled Shares..

[Signature Page to Restricted Stock Unit Agreement]

(b)Termination for Cause; Competitive Acts; Confidentiality. In the event that Participant’s Continuous Service terminates for Cause, or Participant commits a Competitive Act or Participant breaches the confidentiality obligations under this Agreement, Settled Shares and cash paid by the Company in lieu of delivering only Ordinary Shares in respect of the Restricted Stock Units shall be forfeited by the Participant and all of the Participant’s rights to such units shall immediately terminate without any payment or consideration by the Company. The Participant will forfeit any gain realized on the vesting, exercise or settlement of the Restricted Stock Units, and must repay the gain to the Company.

(c)Termination due to Disability. If the Participant’s Continuous Service terminates as a result of the Participant’s Disability, provided that no circumstance under Section 7.2(b) or Detrimental Activity occurred on the part of such Participant,Settled Shares are subject to repurchase by the Board, at the discretion of the Board, at a price equal to the higher of (i)50% of the Vesting Date Fair Market Value or (ii) the amount actually paid by the Participant (including costs or tax) to obtain such Settled Shares.

(d)Termination due to Death. If the Participant’s Continuous Service terminates as a result of the Participant’s death, provided that no circumstance under Section7.2(b) or Detrimental Activity occurred on the part of such Participant, Settled Shares are subject to repurchase by the Board, at the discretion of the Board, at a price equal to the higher of (i) 50% of the Vesting Date Fair Market Value or (ii) the amount actually paid by the Participant (including costs or tax) to obtain such Settled Shares.

For avoidance of doubt, if the Board elects to (i) pay cash or part cash and part Ordinary Shares in lieu of delivering only Ordinary Shares in respect of the Restricted Stock Units, the payment by cash is not subject to the repurchase set forth in this Section 7.2 (a), (c) and (d).

Notwithstanding anything to the contrary, the Board does not have the right to repurchase the Settled Shares under this Section 7.2 (a), (c) and (d) after the initial public offering (the “IPO”) of the Company or a Change in Control (as defined in the Plan). The disposal of the Settled Shares under Section 7.2 is also subject to the Securities Act and other relevant Applicable Laws after the Company consummates the IPO.

34.No Rights to Continued Service. Neither the Plan nor this Agreement shall confer upon the Participant any right to be retained in any position, as an employee, consultant or director of the Company or any Affiliate. Further, nothing in the Plan or this Agreement shall be construed to limit the discretion of the Company or an Affiliate to terminate the Participant’s employment or service with the Company or an Affiliate at any time, with or without Cause.

35.Adjustments. In the event of any change to the outstanding Ordinary Shares or the capital structure of the Company (including, without limitation, a Change in Control), if required, the Restricted

[Signature Page to Restricted Stock Unit Agreement]

Stock Units shall be adjusted or terminated in any manner as contemplated by Sections 11 and 12 of the Plan.

36.Beneficiary Designation. The Participant may file with the Board a written designation of one or more persons as the beneficiary(ies) who shall be entitled to his or her rights under this Agreement and the Plan, if any, in case of his or her death, in accordance with Section 14.11 of the Plan.

37.Tax Liability and Withholding.

37.1The Participant shall be responsible for the amount of any required withholding taxes in respect of the Restricted Stock Units, and the Company shall have the right to take such actions as the Managers deem necessary to satisfy all obligations for the payment of such withholding taxes in accordance with Section 10.5 of the Plan and this Section 11. The Participant may, at the Participant’s election, satisfy any federal, state or local tax withholding obligation in connection with the vesting or settlement of the Restricted Stock Units by any of the following means, or by a combination of such means of the Plan, (a) tendering a cash payment, (b) having the Company withhold Ordinary Shares from the Ordinary Shares otherwise issuable or deliverable to the Participant as a result of the vesting or settlement, as applicable, of the Restricted Stock Units (provided, however, that no Ordinary Shares shall be withheld with a value exceeding the maximum amount of tax required to be withheld by law), (c) delivering to the Company previously owned and unencumbered Ordinary Shares or (d) authorizing a broker-assisted sale (or “sell-to-cover”) upon the vesting or settlement of the Restricted Stock Units.

37.2Notwithstanding any action the Company takes with respect to any or all income tax, social insurance, payroll tax, or other tax-related withholding (“Tax-Related Items”), the ultimate liability for all Tax-Related Items is and remains the Participant’s responsibility and the Company (a) makes no representation or undertakings regarding the treatment of any Tax-Related Items in connection with the grant, vesting or settlement of the Restricted Stock Units or the subsequent sale of any shares; and (b) does not commit to structure the Restricted Stock Units to reduce or eliminate the Participant’s liability for Tax-Related Items.

38.Confidentiality. Participant will, and will cause his or her family members and his or her assignees to, keep the Plan, this Agreement and the transactions contemplated hereunder confidential. Without the Company’s consent, the Participant shall not disclose to any person such information except for legally required disclosure. With respect to such legally required disclosure, the Participant shall notify the Company within a reasonable time before such disclosure and use his or her best efforts to keep the disclosed information confidential. The confidentiality obligations provided for in this Section 12 shall continue in full force after the Restricted Stock Units has been exercised.

39.Compliance with Law. The issuance and transfer of Ordinary Shares shall be subject to compliance by the Company and the Participant with all applicable requirements of federal and state securities laws and with all applicable requirements of any stock exchange on which the Ordinary Shares may be listed. No Ordinary Shares shall be issued pursuant to Restricted Stock Units unless and until any then applicable requirements of state or federal laws and regulatory agencies have been fully complied with to the satisfaction of the Company and its counsel. The Participant understands that the Company is under no obligation to register the Ordinary Shares with the Securities and Exchange Commission, any state securities commission or any stock exchange to effect such compliance. Furthermore, the allotment and issuance of Ordinary Shares shall be subject to any necessary consent,

[Signature Page to Restricted Stock Unit Agreement]

registration and approval under the relevant laws and regulations for the time being in the PRC, including but not limited to any registration required by the foreign exchange authority in the PRC. The Participant shall be responsible for obtaining any governmental or other official consent that may be required by any country or jurisdiction for or in connection with the grant of the Restricted Stock Unites and issuance of the Settled Shares.

40.Clawback; Forfeiture. If the Participant has engaged in or engages in Detrimental Activity, the Participant will forfeit any gain realized on the vesting, exercise or settlement of any Restricted Stock Units (including but not limited to the Settled Shares and cash), and must repay the gain to the Company. If the Participant receives any amount in excess of what the Participant should have received under the terms of the Restricted Stock Units for any reason (including, without limitation, by reason of a financial restatement, mistake in calculations or other administrative error), then the Participant shall be required to repay any such excess amount to the Company. Without limiting the foregoing, all Restricted Stock Units shall be subject to reduction, cancellation, forfeiture or recoupment to the extent necessary to comply with Applicable Laws.

41.Notices. Any notice required to be delivered to the Company under this Agreement shall be in writing and addressed to the general counsel of the Company at the Company’s principal corporate offices. Any notice required to be delivered to the Participant under this Agreement shall be in writing and addressed to the Participant at the Participant’s address as shown in the records of the Company. Either party may designate another address in writing (or by such other method approved by the Company) from time to time.

42.Governing Law. This Agreement will be construed and interpreted in accordance with the laws of the state of Delaware without regard to conflict of law principles.

43.Interpretation. Any dispute regarding the interpretation of this Agreement shall be submitted by the Participant or the Company to the Board for review. The resolution of such dispute by the Board shall be final and binding on the Participant and the Company.

44.Participant Bound by Plan. This Agreement is subject to all terms and conditions of the Plan as approved by the Company’s shareholders. The terms and provisions of the Plan as it may be amended from time to time are hereby incorporated herein by reference. In the event of a conflict between any term or provision contained herein and a term or provision of the Plan, the applicable terms and provisions of the Plan will govern and prevail.

45.Successors and Assigns. The Company may assign any of its rights under this Agreement. This Agreement will be binding upon and inure to the benefit of the successors and assigns of the Company. Subject to the restrictions on transfer set forth herein, this Agreement will be binding upon the Participant and the Participant’s beneficiaries, executors, administrators and the person(s) to whom the Restricted Stock Units may be transferred by will or the laws of descent or distribution.

46.Severability. The invalidity or unenforceability of any provision of the Plan or this Agreement shall not affect the validity or enforceability of any other provision of the Plan or this Agreement, and each provision of the Plan and this Agreement shall be severable and enforceable to the extent permitted by law.

[Signature Page to Restricted Stock Unit Agreement]

47.Discretionary Nature of Plan. The Plan is discretionary and may be amended, cancelled or terminated by the Company at any time, in its discretion. The grant of the Restricted Stock Units in this Agreement does not create any contractual right or other right to receive any Restricted Stock Units or other Awards in the future. Future Awards, if any, will be at the sole discretion of the Company. Any amendment, modification, or termination of the Plan shall not constitute a change or impairment of the terms and conditions of the Participant’s employment with the Company.

48.Amendment. The Board have the right to amend, alter, suspend, discontinue or cancel Restricted Stock Units, prospectively or retroactively; provided that no such amendment shall adversely affect the Participant’s material rights under this Agreement without the Participant’s consent.

49.Section 409A. This Agreement is intended to comply with Section 409A of the Code or an exemption thereunder and shall be construed and interpreted in a manner consistent with the requirements for avoiding additional taxes or penalties under Section 409A of the Code. Notwithstanding the foregoing, the Company makes no representations that the payments and benefits provided under this Agreement comply with Section 409A of the Code and in no event shall the Company be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by the Participant on account of non-compliance with Section 409A of the Code.

50.No Impact on Other Benefits. The value of the Participant’s Restricted Stock Units is not part of his or her normal or expected compensation for purposes of calculating any severance, retirement, welfare, insurance or similar employee benefit.

51.Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original but all of which together will constitute one and the same instrument. Counterpart signature pages to this Agreement transmitted by facsimile transmission, by electronic mail in portable document format (.pdf), or by any other electronic means intended to preserve the original graphic and pictorial appearance of a document, will have the same effect as physical delivery of the paper document bearing an original signature.

52.Acceptance. The Participant hereby acknowledges receipt of a copy of the Plan and this Agreement. The Participant has read and understands the terms and provisions thereof, and accepts Restricted Stock Units subject to all of the terms and conditions of the Plan and this Agreement. The Participant acknowledges that there may be adverse tax consequences upon the vesting or settlement of the Restricted Stock Units or disposition of the underlying shares and that the Participant should consult a tax advisor prior to such vesting, settlement or disposition.

[SIGNATURE PAGE FOLLOWS]

[Signature Page to Restricted Stock Unit Agreement]

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.

AnHEART therapeutics ltd.

By: _____________________

Name: Junyuan (Jerry) Wang

Title: Chief Executive Officer

PARTICIPANT

By: _____________________

Name:

[Signature Page to Restricted Stock Unit Agreement]

Restricted Stock Unit Agreement

(Special Grant)

This Restricted Stock Unit Agreement (this “Agreement”) is made and entered into as of March 24, 2024 (the “Grant Date”) by and between AnHeart Therapeutics Ltd. (f/k/a AnBio Therapeutics Ltd.), an exempted company with limited liability organized and existing under the laws of the Cayman Islands (the “Company”), and _______________, (the “Participant”). This Agreement is being entered into pursuant to the AnBio Therapeutics Ltd 2021 Equity Incentive Plan (the “Plan”). Capitalized terms used in this Agreement but not defined herein will have the meaning ascribed to them in the Plan.

53.Grant of Restricted Stock Units. Pursuant to Section 7.2 of the Plan, the Company hereby issues to the Participant on the Grant Date an Award consisting of _______ Restricted Stock Units (such number of Restricted Stock Units, as may be adjusted, as described in this Agreement, the “Restricted Stock Units”). Each Restricted Stock Unit represents the right to receive one Ordinary Share, subject to the terms and conditions set forth in this Agreement and the Plan. The Restricted Stock Units shall be credited to a separate account maintained for the Participant on the books and records of the Company (the “Account”). All amounts credited to the Account shall continue for all purposes to be part of the general assets of the Company.

54.Consideration. The grant of the Restricted Stock Units is made in consideration of the services to be rendered by the Participant to the Company.

55.Vesting. Restricted Stock Units will become vested upon the achievement of the following milestones: (1) 30% of the Restricted Stock Units will vest upon the first submission of a new drug application (“NDA”) for taletrectinib with the U.S. Food and Drug Administration (“U.S. FDA”) (the “Submission RSUs”) and (2) the remaining 70% of the Restricted Stock Units will vest upon the first NDA approval for taletrectinib by the U.S. FDA (the “Approval RSUs”), in each case (i) which must occur prior to the Expiration Date (as defined below) and (ii) subject to the Participant’s Continuous Service through the applicable vesting date, except as provided in Section 7. The applicable period during which restrictions apply shall be called the “Restricted Period.” For purposes of this Agreement, the “Expiration Date” means December 31, 2033.

56.Restrictions. Subject to any exceptions set forth in this Agreement or the Plan, during the Restricted Period and until the later of (i) such time as the Restricted Stock Units are settled or (ii) the Ordinary Shares are publicly traded, the Restricted Stock Units or the rights relating thereto (including the Settled Shares) may not be assigned, alienated, pledged, attached, sold or otherwise transferred or encumbered by the Participant. Any attempt to assign, alienate, pledge, attach, sell or otherwise transfer or encumber the Restricted Stock Units or the rights relating thereto shall be wholly ineffective and, if any such attempt is made, the Restricted Stock Units will be forfeited by the Participant and all of the Participant’s rights to such units shall immediately terminate without any payment or consideration by the Company.

57.Rights as Shareholder. The Participant shall not have any rights of a shareholder with respect to the Ordinary Shares underlying the Restricted Stock Units unless and until the applicable Restricted Stock Units vest and are settled by the issuance of such Ordinary Shares. Upon and following the settlement of the Restricted Stock Units, the Participant shall be the record owner of the Ordinary

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Shares underlying the Restricted Stock Units unless and until such shares are sold or otherwise disposed of, and as record owner shall be entitled to all rights of a shareholder of the Company (including voting rights).

58.Settlement of Restricted Stock Units. Promptly upon the expiration of the applicable Restricted Period, and in any event within 60 days following the date the applicable Restricted Period ends, the Company shall (a) issue and deliver to the Participant, or his or her beneficiary, without charge, the number of Ordinary Shares equal to the number of vested Restricted Stock Units (such Ordinary Shares, the “Settled Shares”), and (b) enter the Participant’s name on the books of the Company as the shareholder of record with respect to the Ordinary Shares delivered to the Participant; provided, however, that the Board may, in its sole discretion, elect to (i) pay cash or part cash and part Ordinary Shares in lieu of delivering only Ordinary Shares in respect of the Restricted Stock Units or (ii) defer the delivery of Ordinary Shares (or cash or part cash and part Ordinary Shares, as the case may be) beyond the expiration of the Restricted Period if such delivery would result in a violation of applicable law until such time as is no longer the case. If a cash payment is made in lieu of delivering Ordinary Shares, the amount of such payment shall be equal to the Fair Market Value of the Ordinary Shares as of the date on which the applicable Restricted Period lapsed with respect to the Restricted Stock Units (the “Vesting Date Fair Market Value”), less an amount equal to any required tax withholdings.

59.Termination of Continuous Service.

59.1 Treatment of Unvested Restricted Stock Units Following Termination of Continuous Service. Notwithstanding any provision of this Agreement or the Plan to the contrary, except as provided below in this Section 7.1, if the Participant’s Continuous Service terminates for any reason at any time before the applicable vesting date, the Participant’s Restricted Stock Units shall be automatically forfeited upon such termination of employment or service and neither the Company nor any Affiliate shall have any further obligations to the Participant under this Agreement. Notwithstanding anything to the contrary herein, in the event the Participant’s Continuous Service is terminated by the Company or its applicable Affiliate without Cause (as defined below), then (i) all of the Participant’s outstanding Submission RSUs (to the extent unvested) shall immediately become fully vested upon such termination of employment or service (and the Restricted Period applicable to all such Submission RSUs shall be deemed to expire as of the date of such termination date) and (ii) all of the Participant’s outstanding Approval RSUs (to the extent unvested) shall remain outstanding and eligible to vest upon the first NDA approval for taletrectinib by the U.S. FDA (provided that such approval occurs prior to the Expiration Date). For purposes of this Agreement, “Cause” has the meaning set forth in the Participant’s employment, severance or similar agreement or arrangement with the Company or any of its Affiliates (or if no such agreement or arrangement exists, as defined in the Plan).

59.2Treatment of Settled Shares Following Termination of Continuous Service.

(a)Termination for Reasons Other Than Cause, Death, Disability.

(i) In the event of the termination of Participant’s Continuous Service by the Company or its subsidiary due to incompetence, in the discretion of the Company, and provided that no circumstance under Section 7.2(b) or Detrimental Activity occurred on the part of such Participant, Settled Shares are subject to repurchase by the Board, at the discretion of the Board, at a price equal to the higher of (i)

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25% of the Vesting Date Fair Market Value or (ii) the amount actually paid by the Participant (including costs or tax) to obtain such Settled Shares.

(ii)In the event of (i) the Participant’s resignation, (ii) Participant’s failure to renew an employment contract or service agreement upon expiry, (iii) the involuntary termination of the Participant due to material changes to the Group Companies (e.g., Change in Control, merger, division), (iv) the Participant’s retirement after reaching statutory retirement age or retirement age provided by the Group Companies, or (v) a termination for any other reason, and provided that no circumstance under Section 7.2(b) or Detrimental Activity occurred on the part of such Participant, Settled Shares are subject to repurchase by the Board, at the discretion of the Board, at a price equal to the higher of (i) 50% of the Vesting Date Fair Market Value or (ii) the amount actually paid by the Participant (including costs or tax) to obtain such Settled Shares..

(b)Termination for Cause; Competitive Acts; Confidentiality. In the event that Participant’s Continuous Service terminates for Cause, or Participant commits a Competitive Act or Participant breaches the confidentiality obligations under this Agreement, Settled Shares and cash paid by the Company in lieu of delivering only Ordinary Shares in respect of the Restricted Stock Units shall be forfeited by the Participant and all of the Participant’s rights to such units shall immediately terminate without any payment or consideration by the Company. The Participant will forfeit any gain realized on the vesting, exercise or settlement of the Restricted Stock Units, and must repay the gain to the Company.

(c)Termination due to Disability. If the Participant’s Continuous Service terminates as a result of the Participant’s Disability, provided that no circumstance under Section 7.2(b) or Detrimental Activity occurred on the part of such Participant,Settled Shares are subject to repurchase by the Board, at the discretion of the Board, at a price equal to the higher of (i)50% of the Vesting Date Fair Market Value or (ii) the amount actually paid by the Participant (including costs or tax) to obtain such Settled Shares.

(d)Termination due to Death. If the Participant’s Continuous Service terminates as a result of the Participant’s death, provided that no circumstance under Section7.2(b) or Detrimental Activity occurred on the part of such Participant, Settled Shares are subject to repurchase by the Board, at the discretion of the Board, at a price equal to the higher of (i) 50% of the Vesting Date Fair Market Value or (ii) the amount actually paid by the Participant (including costs or tax) to obtain such Settled Shares.

For avoidance of doubt, if the Board elects to (i) pay cash or part cash and part Ordinary Shares in lieu of delivering only Ordinary Shares in respect of the Restricted Stock Units, the payment by cash is not subject to the repurchase set forth in this Section 7.2 (a), (c) and (d).

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Notwithstanding anything to the contrary, the Board does not have the right to repurchase the Settled Shares under this Section 7.2 (a), (c) and (d) after the initial public offering (the “IPO”) of the Company or a Change in Control (as defined in the Plan). The disposal of the Settled Shares under Section 7.2 is also subject to the Securities Act and other relevant Applicable Laws after the Company consummates the IPO.

60.No Rights to Continued Service. Neither the Plan nor this Agreement shall confer upon the Participant any right to be retained in any position, as an employee, consultant or director of the Company or any Affiliate. Further, nothing in the Plan or this Agreement shall be construed to limit the discretion of the Company or an Affiliate to terminate the Participant’s employment or service with the Company or an Affiliate at any time, with or without Cause.

61.Adjustments. In the event of any change to the outstanding Ordinary Shares or the capital structure of the Company (including, without limitation, a Change in Control), if required, the Restricted Stock Units shall be adjusted or terminated in any manner as contemplated by Sections 11 and 12 of the Plan.

62.Beneficiary Designation. The Participant may file with the Board a written designation of one or more persons as the beneficiary(ies) who shall be entitled to his or her rights under this Agreement and the Plan, if any, in case of his or her death, in accordance with Section 14.11 of the Plan.

63.Tax Liability and Withholding.

63.1The Participant shall be responsible for the amount of any required withholding taxes in respect of the Restricted Stock Units, and the Company shall have the right to take such actions as the Managers deem necessary to satisfy all obligations for the payment of such withholding taxes in accordance with Section 10.5 of the Plan and this Section 11. The Participant may, at the Participant’s election, satisfy any federal, state or local tax withholding obligation in connection with the vesting or settlement of the Restricted Stock Units by any of the following means, or by a combination of such means of the Plan, (a) tendering a cash payment, (b) having the Company withhold Ordinary Shares from the Ordinary Shares otherwise issuable or deliverable to the Participant as a result of the vesting or settlement, as applicable, of the Restricted Stock Units (provided, however, that no Ordinary Shares shall be withheld with a value exceeding the maximum amount of tax required to be withheld by law), (c) delivering to the Company previously owned and unencumbered Ordinary Shares or (d) authorizing a broker-assisted sale (or “sell-to-cover”) upon the vesting or settlement of the Restricted Stock Units.

63.2Notwithstanding any action the Company takes with respect to any or all income tax, social insurance, payroll tax, or other tax-related withholding (“Tax-Related Items”), the ultimate liability for all Tax-Related Items is and remains the Participant’s responsibility and the Company (a) makes no representation or undertakings regarding the treatment of any Tax-Related Items in connection with the grant, vesting or settlement of the Restricted Stock Units or the subsequent sale of any shares; and (b) does not commit to structure the Restricted Stock Units to reduce or eliminate the Participant’s liability for Tax-Related Items.

64.Confidentiality. Participant will, and will cause his or her family members and his or her assignees to, keep the Plan, this Agreement and the transactions contemplated hereunder confidential.

17

Without the Company’s consent, the Participant shall not disclose to any person such information except for legally required disclosure. With respect to such legally required disclosure, the Participant shall notify the Company within a reasonable time before such disclosure and use his or her best efforts to keep the disclosed information confidential. The confidentiality obligations provided for in this Section 12 shall continue in full force after the Restricted Stock Units has been exercised.

65.Compliance with Law. The issuance and transfer of Ordinary Shares shall be subject to compliance by the Company and the Participant with all applicable requirements of federal and state securities laws and with all applicable requirements of any stock exchange on which the Ordinary Shares may be listed. No Ordinary Shares shall be issued pursuant to Restricted Stock Units unless and until any then applicable requirements of state or federal laws and regulatory agencies have been fully complied with to the satisfaction of the Company and its counsel. The Participant understands that the Company is under no obligation to register the Ordinary Shares with the Securities and Exchange Commission, any state securities commission or any stock exchange to effect such compliance. Furthermore, the allotment and issuance of Ordinary Shares shall be subject to any necessary consent, registration and approval under the relevant laws and regulations for the time being in the PRC, including but not limited to any registration required by the foreign exchange authority in the PRC. The Participant shall be responsible for obtaining any governmental or other official consent that may be required by any country or jurisdiction for or in connection with the grant of the Restricted Stock Unites and issuance of the Settled Shares.

66.Clawback; Forfeiture. If the Participant has engaged in or engages in Detrimental Activity, the Participant will forfeit any gain realized on the vesting, exercise or settlement of any Restricted Stock Units (including but not limited to the Settled Shares and cash), and must repay the gain to the Company. If the Participant receives any amount in excess of what the Participant should have received under the terms of the Restricted Stock Units for any reason (including, without limitation, by reason of a financial restatement, mistake in calculations or other administrative error), then the Participant shall be required to repay any such excess amount to the Company. Without limiting the foregoing, all Restricted Stock Units shall be subject to reduction, cancellation, forfeiture or recoupment to the extent necessary to comply with Applicable Laws.

67.Notices. Any notice required to be delivered to the Company under this Agreement shall be in writing and addressed to the general counsel of the Company at the Company’s principal corporate offices. Any notice required to be delivered to the Participant under this Agreement shall be in writing and addressed to the Participant at the Participant’s address as shown in the records of the Company. Either party may designate another address in writing (or by such other method approved by the Company) from time to time.

68.Governing Law. This Agreement will be construed and interpreted in accordance with the laws of the state of Delaware without regard to conflict of law principles.

69.Interpretation. Any dispute regarding the interpretation of this Agreement shall be submitted by the Participant or the Company to the Board for review. The resolution of such dispute by the Board shall be final and binding on the Participant and the Company.

70.Participant Bound by Plan. This Agreement is subject to all terms and conditions of the Plan as approved by the Company’s shareholders. The terms and provisions of the Plan as it may be

18

amended from time to time are hereby incorporated herein by reference. In the event of a conflict between any term or provision contained herein and a term or provision of the Plan, the applicable terms and provisions of the Plan will govern and prevail.

71.Successors and Assigns. The Company may assign any of its rights under this Agreement. This Agreement will be binding upon and inure to the benefit of the successors and assigns of the Company. Subject to the restrictions on transfer set forth herein, this Agreement will be binding upon the Participant and the Participant’s beneficiaries, executors, administrators and the person(s) to whom the Restricted Stock Units may be transferred by will or the laws of descent or distribution.

72.Severability. The invalidity or unenforceability of any provision of the Plan or this Agreement shall not affect the validity or enforceability of any other provision of the Plan or this Agreement, and each provision of the Plan and this Agreement shall be severable and enforceable to the extent permitted by law.

73.Discretionary Nature of Plan. The Plan is discretionary and may be amended, cancelled or terminated by the Company at any time, in its discretion. The grant of the Restricted Stock Units in this Agreement does not create any contractual right or other right to receive any Restricted Stock Units or other Awards in the future. Future Awards, if any, will be at the sole discretion of the Company. Any amendment, modification, or termination of the Plan shall not constitute a change or impairment of the terms and conditions of the Participant’s employment with the Company.

74.Amendment. The Board have the right to amend, alter, suspend, discontinue or cancel Restricted Stock Units, prospectively or retroactively; provided that no such amendment shall adversely affect the Participant’s material rights under this Agreement without the Participant’s consent.

75.Section 409A. This Agreement is intended to comply with Section 409A of the Code or an exemption thereunder and shall be construed and interpreted in a manner consistent with the requirements for avoiding additional taxes or penalties under Section 409A of the Code. Notwithstanding the foregoing, the Company makes no representations that the payments and benefits provided under this Agreement comply with Section 409A of the Code and in no event shall the Company be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by the Participant on account of non-compliance with Section 409A of the Code.

76.No Impact on Other Benefits. The value of the Participant’s Restricted Stock Units is not part of his or her normal or expected compensation for purposes of calculating any severance, retirement, welfare, insurance or similar employee benefit.

77.Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original but all of which together will constitute one and the same instrument. Counterpart signature pages to this Agreement transmitted by facsimile transmission, by electronic mail in portable document format (.pdf), or by any other electronic means intended to preserve the original graphic and pictorial appearance of a document, will have the same effect as physical delivery of the paper document bearing an original signature.

78.Acceptance. The Participant hereby acknowledges receipt of a copy of the Plan and this Agreement. The Participant has read and understands the terms and provisions thereof, and accepts Restricted Stock Units subject to all of the terms and conditions of the Plan and this Agreement. The

19

Participant acknowledges that there may be adverse tax consequences upon the vesting or settlement of the Restricted Stock Units or disposition of the underlying shares and that the Participant should consult a tax advisor prior to such vesting, settlement or disposition.

[SIGNATURE PAGE FOLLOWS]

20

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.

AnHEART therapeutics ltd.

By: _____________________

Name: Junyuan (Jerry) Wang

Title: Chief Executive Officer

PARTICIPANT

By: _____________________

Name:

21

EX-10.27

Exhibit 10.27

March 24, 2024

Jerry Wang

14 Kent Ct

Princeton, NJ 08540

E-mail: jwang@anhearttherapeutics.com

AnHeart Therapeutics Ltd.

777 3rd Ave

New York, NY 10017

Attention: Junyuan (Jerry) Wang

E-mail: jwang@anhearttherapeutics.com

Re: Agreement Regarding Certain Board Matters

Dear Dr. Wang (“you” or “Dr. Wang”):

As you are aware, concurrently with the execution of this letter agreement (this “Agreement”), AnHeart Therapeutics Ltd., an exempted company incorporated under the laws of the Cayman Islands (the “Company”), is entering into an Agreement and Plan of Merger and Reorganization (the “Merger Agreement”) with Nuvation Bio Inc., a Delaware corporation (“Parent”), and certain other parties thereto, pursuant to which the Company will survive the transactions contemplated in the Merger Agreement as a direct, wholly owned subsidiary of Parent, subject to the terms and conditions set forth therein.

This Agreement records certain agreements between you and Dr. David Hung (“Dr. Hung”), the record and beneficial holder of 100% of the issued and outstanding shares of Parent Class B Common Stock (the “Class B Shares”), regarding certain matters with respect to the post-Closing board of directors of Parent (the “Board”). Capitalized terms not otherwise defined herein shall bear the meaning given to them in the Merger Agreement.

Board Directorship

1.During the Term:

a.Dr. Hung, in his capacity as the holder of the Class B Shares, shall vote, or cause to be voted, all Class B Shares then owned by Dr. Hung, or over which Dr. Hung has voting control, in whatever manner as shall be necessary to ensure that, at each annual or special meeting of stockholders of Parent at which an election of directors is held and at which Dr. Wang’s term as a Class B Director (as defined in Parent’s Amended and Restated Certificate of Incorporation) would otherwise expire, (i) Dr. Wang is nominated to serve as a Class B Director, and (ii) Dr. Wang is re-elected and re-appointed to the Board as a Class B Director.

b.Dr. Hung, in his capacity as the holder of the Class B Shares, shall vote, or cause to be voted, all Class B Shares then owned by Dr. Hung, or over which Dr. Hung has voting control, in whatever manner as shall be necessary to ensure that Dr. Wang is not removed from the Board, except for Cause.

1.

c.For the avoidance of doubt, Dr. Wang shall not be eligible for compensation for his service as a member of the Board, but Dr. Wang shall be eligible for reimbursement of expenses incurred in connection with his service as a Class B Director, including his attendance at meetings of the Board, in accordance with the policies of the Board.

Termination

2.This Agreement shall be terminated and of no further force or effect upon the earlier of (a) the mutual written agreement to terminate this Agreement between the parties hereto and (b) the termination of the Merger Agreement in accordance with Section 9 thereof.

Definitions

3.In this Agreement:

a.“Cause” means Dr. Wang’s: (i) intentional and unauthorized use or disclosure of Parent’s or its Affiliates’ (including, after the Closing, the Company) confidential information or trade secrets, which use or disclosure causes material harm to Parent or its Affiliates; (ii) conviction of any felony under the laws of the United States or any state thereof; (iii) willful participation in a material fraud against Parent or its Affiliates; (iv) gross negligence or willful misconduct which causes material harm to Parent; (v) intentional and material damage to Parent’s or its Affiliates’ property; (vi) sustained and material failure to perform the duties customarily associated with his position with Parent or its Affiliates that has not been cured within thirty (30) days after written notice from Parent or the Board of such failure; or (vii) material breach of any agreement with Parent or its Affiliates that has not been cured within thirty (30) days after written notice from Parent or the Board.

a.“Term” means the period from the date hereof until the earlier of (i) the second anniversary of the Closing and (ii) the date Dr. Wang ceases to be employed by, and ceases to provide services to (other than services provided in Dr. Wang’s capacity as Class B Director), Parent or any of its Affiliates.

Miscellaneous

4.This Agreement constitutes the complete and exclusive statement regarding the subject matter of this Agreement and supersedes all prior agreements, understandings and communications, oral or written, between the parties regarding the subject matter of this Agreement. No party may assign (by operation of law or otherwise) either this Agreement or any of its rights, interests, or obligations hereunder without the prior written approval of the other party. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns. Any purported assignment in violation of this Agreement shall be void ab initio.

5.No waiver of any provisions hereof by either party hereto shall be deemed a waiver of any other provisions hereof by any such party, nor shall any such waiver be deemed a continuing waiver of any provision hereof by such party. This Agreement may be amended by written agreement of all parties hereto.

6.This Agreement shall be interpreted, construed and governed by and in accordance with the Laws of the State of Delaware without regard to the conflicts of law principles thereof that would subject such matter to the Laws of another jurisdiction.

2.

7.Dr. Hung acknowledges and agrees that Dr. Wang will be irreparably damaged in the event any of the provisions of this Agreement are not performed by the parties in accordance with their specific terms or are otherwise breached. Accordingly, it is agreed that Dr. Wang shall be entitled to an injunction to prevent breaches of this Agreement, and to specific enforcement of this Agreement and its terms and provisions in any action instituted in any court of the United States or any state having subject matter jurisdiction, subject to paragraph 8. Each party to this Agreement agrees to use commercially reasonable efforts to cooperate in seeking and agreeing to an expedited schedule in any litigation seeking an injunction or order of specific performance.

8.Each of the parties irrevocably and unconditionally agrees that any legal action or proceeding with respect to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder brought by any party or its successors or assigns, shall be brought and determined exclusively in the Delaware Court of Chancery and any state appellate court therefrom within the State of Delaware (or, solely if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any state or federal court within the State of Delaware). Each of the parties hereby irrevocably and unconditionally submits with regard to any such action or proceeding for itself and in respect of its property to the personal jurisdiction of the aforesaid courts and agrees that it will not bring any action relating to this Agreement in any court other than the aforesaid courts. Each of the parties hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any action or proceeding with respect to this Agreement, (a) any claim that it is not personally subject to the jurisdiction of the above named courts, (b) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (c) to the fullest extent permitted by applicable Law, any claim that (i) the suit, action or proceeding in such court is brought in an inconvenient forum, (ii) the venue of such suit, action or proceeding is improper or (iii) this Agreement, or the subject matter hereof, may not be enforced in or by such courts. To the fullest extent permitted by applicable Law, each of the parties hereto hereby consents to the service of process in accordance with this paragraph 8; provided, that nothing herein shall affect the right of any party to serve legal process in any other manner permitted by applicable Law.

[Signature page follows]

3.

Very truly yours,

David Hung, M.D.

By: /s/ David Hung, M.D.

Agreed and Accepted:

Junyuan Wang, Ph.D.

By: /s/ Junyuan Wang, Ph.D.

Signature Page to Side Letter Agreement

EX-31.3

Exhibit 31.3

CERTIFICATION

I, David Hung, M.D., certify that:

1.I have reviewed this Amendment No. 1 to Annual Report on Form 10-K of Nuvation Bio Inc;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(c)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: April 25, 2024	/s/ David Hung, M.D.
	David Hung, M.D. Chief Executive Officer

EX-31.4

Exhibit 31.4

CERTIFICATION

I, Moses Makunje, certify that:

1.I have reviewed this Amendment No. 1 to Annual Report on Form 10-K of Nuvation Bio Inc.;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(c)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: April 25, 2024	/s/ Moses Makunje
	Moses Makunje VP, Finance (Principal Financial and Accounting Officer)

EX-32.2

Exhibit 32.2

CERTIFICATION

Pursuant to the requirement set forth in Rule 13a-14(b) of the Securities Exchange Act of 1934, as amended, (the “Exchange Act”) and Section 1350 of Chapter 63 of Title 18 of the United States Code (18 U.S.C. §1350),David Hung, M.D., Chief Executive Officer of Nuvation Bio Inc. (the “Company”), and Moses Makunje, VP, Finance of the Company, each hereby certifies that, to the best of his or her knowledge:

1.This Amendment No. 1 to Annual Report on Form 10-K for the fiscal year ended December 31, 2023, to which this Certification is attached as Exhibit 32.2 (the "Annual Report"), fully complies with the requirements of Section 13(a) or Section 15(d) of the Exchange Act; and

2.The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated: April 25, 2024

IN WITNESS WHEREOF, the undersigned have set their hands hereto as of the 25th day of April, 2024.

/s/ David Hung, M.D.	/s/ Moses Makunje
David Hung, M.D.	Moses Makunje
Chief Executive Officer	VP, Finance
	(Principal Financial and Accounting Officer)

This certification accompanies the Report to which it relates, is not deemed filed with the Securities and Exchange Commission and is not to be incorporated by reference into any filing of Nuvation Bio Inc. under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended (whether made before or after the date hereof), irrespective of any general incorporation language contained in such filing.

XML

Cover Page - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Feb. 16, 2024	Jun. 30, 2023
Document Information [Line Items]
Entity Registrant Name	NUVATION BIO INC.
Document Type	10-K/A
Current Fiscal Year End Date	--12-31
Amendment Flag	true
Entity Central Index Key	0001811063
Entity Current Reporting Status	Yes
Entity Filer Category	Non-accelerated Filer
Document Period End Date	Dec. 31, 2023
Document Fiscal Year Focus	2023
Document Fiscal Period Focus	FY
Entity Address, Address Line One	1500 Broadway
Entity Address, Address Line Two	Suite 1401
Entity Address, City or Town	New York
Entity Address, Postal Zip Code	10036
City Area Code	332
Local Phone Number	208-6102
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity File Number	001-39351
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	85-0862255
Entity Interactive Data Current	Yes
Entity Address, State or Province	NY
Document Transition Report	false
Document Annual Report	true
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
Entity Public Float			$ 261,249,647
ICFR Auditor Attestation Flag	false
Document Financial Statement Error Correction [Flag]	false
Amendment Description	This Amendment No. 1 on Form 10-K/A, (this "Amendment"), amends our Annual Report on Form 10-K for the year ended December 31, 2023, originally filed with the Securities and Exchange Commission, or the SEC, on February 29, 2024, (the "Original Filing"). We are filing this Amendment pursuant to General Instruction G(3) of Form 10-K to include the information required by Part III of Form 10-K that we did not include in the Original Filing, as we do not intend to file a definitive proxy statement for an annual meeting of stockholders within 120 days of the end of our fiscal year ended December 31, 2023. In addition, in connection with the filing of this Amendment and pursuant to Rule 12b-15 under the Securities Exchange Act of 1934, as amended, or the Exchange Act, we are including with this Amendment new certifications of our principal executive officer and principal financial officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. Item 15 of Part IV has also been amended to reflect the filing of these new certifications and certain other exhibits. Except as described above, no other changes have been made to the Original Filing. The Original Filing continues to speak as of the date of the Original Filing, and we have not updated the disclosures contained therein to reflect any events which occurred at a date subsequent to the filing of the Original Filing.
Auditor Name	KPMG LLP
Auditor Location	Short Hills, NJ
Auditor Firm ID	185
Class A Common Stock [Member]
Document Information [Line Items]
Title of 12(b) Security	Class A Common Stock, Par Value $0.0001 Per Share
Trading Symbol	NUVB
Security Exchange Name	NYSE
Entity Common Stock, Shares Outstanding		218,046,219
Class B Common Stock
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		1,000,000
Redeemable Warrants [Member]
Document Information [Line Items]
Title of 12(b) Security	Warrants to Purchase Class A Common Stock
Trading Symbol	NUVB.WS
Security Exchange Name	NYSE