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