0001415889-24-010720.txt : 20240411
0001415889-24-010720.hdr.sgml : 20240411
20240411183040
ACCESSION NUMBER: 0001415889-24-010720
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20240409
FILED AS OF DATE: 20240411
DATE AS OF CHANGE: 20240411
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Wang Junyuan Jerry
CENTRAL INDEX KEY: 0002017749
ORGANIZATION NAME:
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-39351
FILM NUMBER: 24839641
MAIL ADDRESS:
STREET 1: C/O NUVATION BIO INC.
STREET 2: 1500 BROADWAY, SUITE 1401
CITY: NEW YORK
STATE: NY
ZIP: 10036
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Nuvation Bio Inc.
CENTRAL INDEX KEY: 0001811063
STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834]
ORGANIZATION NAME: 03 Life Sciences
IRS NUMBER: 850862255
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 357 TEHAMA STREET, FLOOR 3
CITY: SAN FRANCISCO
STATE: CA
ZIP: 94103
BUSINESS PHONE: (415) 754-3517
MAIL ADDRESS:
STREET 1: 357 TEHAMA STREET, FLOOR 3
CITY: SAN FRANCISCO
STATE: CA
ZIP: 94103
FORMER COMPANY:
FORMER CONFORMED NAME: Panacea Acquisition Corp
DATE OF NAME CHANGE: 20200430
4
1
form4-04112024_100429.xml
X0508
4
2024-04-09
0001811063
Nuvation Bio Inc.
NUVB
0002017749
Wang Junyuan Jerry
C/O NUVATION BIO INC.
1500 BROADWAY, SUITE 1401
NEW YORK
NY
10036
true
true
false
false
CEO, ANHEART THERAPEUTICS LTD.
0
Class A Common Stock
2024-04-09
4
A
0
1378989
0
A
1378989
D
Class A Common Stock
2024-04-09
4
A
0
550758
0
A
550758
I
By LLC
Stock Option (Right to Buy)
0.68
2024-04-09
4
A
0
486669
0
A
2028-12-31
Class A Common Stock
486669
486669
D
Stock Option (Right to Buy)
0.68
2024-04-09
4
A
0
388299
0
A
2029-12-31
Class A Common Stock
388299
388299
D
Received pursuant to the Agreement and Plan of Merger and Reorganization, dated as of March 24, 2024, by and among Nuvation Bio Inc. (the "Issuer"), AnHeart Therapeutics Ltd. ("AnHeart"), Artemis Merger Sub I, Ltd., a wholly owned subsidiary of the Issuer ("Merger Sub I"), and Artemis Merger Sub II, Ltd., a wholly owned subsidiary of the Issuer ("Merger Sub II"), whereby Merger Sub I merged with and into AnHeart, with AnHeart surviving such merger as a direct, wholly owned subsidiary of the Issuer (the "First Merger"). Immediately following the First Merger, AnHeart, as the surviving company of the First Merger, merged with and into Merger Sub II, with Merger Sub II surviving such merger as a direct, wholly owned subsidiary of the Issuer (the "Second Merger" and, collectively with the First Merger, as appropriate, the "Merger").
Received in exchange for 1,920,000 ordinary shares of AnHeart in connection with the Merger (as described in footnote 1) on April 9, 2024.
Includes 552,852 shares subject to restricted stock units ("RSUs") received in exchange for 315,000 RSUs of AnHeart, which will vest based upon the satisfaction of performance-based criteria.
Received in exchange for 1,280,000 ordinary shares of AnHeart in connection with the Merger (as described in Footnote 1 ) on April 9, 2024.
Shares are held directly by WangWang, LLC, of which the Reporting Person is Manager.
Received in exchange for an option to purchase 277,290 ordinary shares of AnHeart at an exercise price of $1.185 per share in connection with the Merger (as described in footnote 1) on April 9, 2024.
Option vests as to 25% on the first anniversary of 1/1/2021, and the remainder of the shares will vest in 12 successive equal quarterly installments thereafter, subject to Reporting Person's continuous service on each such vesting date.
Received in exchange for an option to purchase 221,242 ordinary shares of AnHeart at an exercise price of $1.185 per share in connection with the Merger (as described in footnote 1) on April 9, 2024.
Option vests as to 25% on the first anniversary of 1/1/2022, and the remainder of the shares will vest in 12 successive equal quarterly installments thereafter, subject to Reporting Person's continuous service on each such vesting date.
/s/ Ron Metzger, Attorney-in-Fact
2024-04-11