Nuvation Bio raises $250M in convertible notes, repays $58.5M loan and funds dilution hedge

The conversion rate will initially be 127.4941 shares of Class A common stock per $1,000 principal amount of Notes (equivalent to an initial conversion price of approximately $7.84 per share of Class A common stock, which represents a conversion premium of approximately 35.0% to the last reported sale price of the Class A common stock on the New York Stock Exchange on June 25, 2026).

Nuvation Bio estimates that the net proceeds from the Offering will be approximately $241.2 million (or approximately $277.6 million if the underwriters exercise their over-allotment option in full), after deducting the underwriting discounts and commissions and estimated Offering expenses payable by Nuvation Bio.

Nuvation Bio expects to use the net proceeds from the Offering (i) to pay the cost of the capped call transactions described below, (ii) to repay in full all obligations under its senior secured loan agreement, and (iii) for general corporate purposes, which may include working capital, operating expenses, capital expenditures and general and administrative expenses.

Concurrently with the pricing of the Notes, Nuvation Bio entered into capped call transactions with an affiliate of one of the underwriters and certain other financial institutions (the “Option Counterparties”). The capped call transactions cover, subject to customary adjustments, the number of shares of Class A common stock initially underlying the Notes. ... The cap price of the capped call transactions relating to the Notes will initially be $10.4580, which represents a premium of 80.0% over the last reported sale price of the Class A common stock on the New York Stock Exchange on June 25, 2026, and is subject to certain adjustments under the terms of the capped call transactions.

Nuvation Bio may not redeem the Notes prior to July 6, 2029. Nuvation Bio may redeem for cash all or any portion of the Notes (subject to the partial redemption limitation described below), at its option, on a redemption date on or after July 6, 2029 if the last reported sale price of the Class A common stock has been at least 130% of the conversion price then in effect for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period (including the last trading day of such period) ending on, and including, the trading day immediately preceding the date on which Nuvation Bio provides the related notice of redemption at a redemption

price equal to 100% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest to, but excluding, the redemption date. ... If Nuvation Bio undergoes a “fundamental change” (as defined in the indenture that will govern the Notes), then, subject to certain conditions and limited exceptions, noteholders may require Nuvation Bio to repurchase for cash all or any portion of their Notes at a fundamental change repurchase price equal to 100% of the principal amount of the Notes to be repurchased, plus accrued and unpaid interest to, but excluding, the fundamental change repurchase date.

The Notes are general unsecured obligations of the Company and will bear interest at a rate of 0.75% per year, payable semiannually in arrears on January 1 and July 1 of each year, beginning on January 1, 2027. The Notes will mature on July 1, 2032, unless earlier converted, redeemed or repurchased.

The Company estimates that the net proceeds from the Offering will be approximately $241.2 million (or approximately $277.6 million if the underwriters' over-allotment option is exercised in full), after deducting the underwriting discounts and commissions and the estimated offering expenses payable by the Company. ... Pursuant to the terms of the Underwriting Agreement, the Company granted the Underwriters a 30-day option to purchase up to an additional $37.5 million aggregate principal amount of the Notes.

The Company used the net proceeds from the Offering (i) to pay the $14.9 million (or approximately $17.1 million if the underwriters’ over-allotment option is exercised in full) cost of the capped call transactions described above, and (ii) to repay in full all obligations under that certain Credit Agreement and Guaranty, dated as of March 3, 2025, by and among the Company, the subsidiary guarantors party thereto, Sagard Holdings Manager LP as administrative agent (the “Agent”), and the lenders party thereto (the “Loan Agreement”).

on June 30, 2026, the Company completed a voluntary prepayment of all outstanding principal, accrued and unpaid interest, fees, costs and expenses, equal to approximately $58.5 million in the aggregate (the “Payoff Amount”), under the Loan Agreement. Upon receipt by the Agent of the Payoff Amount on June 30, 2026, all obligations, covenants, debts and liabilities of the Company under the Loan Agreement were satisfied and discharged in full, and the Loan Agreement and all other documents entered into in connection with the Loan Agreement were terminated.

Nuvation Bio Inc. (“Nuvation Bio”) (NYSE: NUVB), a global oncology company focused on tackling some of the toughest challenges in cancer treatment, today announced its intent to offer, subject to market conditions and other factors, $200.0 million aggregate principal amount of Convertible Senior Notes due in 2032 (the “Notes”) in an underwritten offering (the “Offering”). Nuvation Bio also intends to grant the underwriters of the Notes a right to purchase, exercisable within 30 days of the date of the prospectus supplement relating to the Offering, up to an additional $30.0 million aggregate principal amount of Notes, solely to cover over-allotments, if any.

Nuvation Bio expects to use the net proceeds from the Offering (i) to pay the cost of the capped call transactions described below, (ii) to repay in full all obligations under our senior secured loan agreement, and (iii) for general corporate purposes, which may include working capital, operating expenses, capital expenditures and general and administrative expenses.

In connection with the pricing of the Notes, Nuvation Bio expects to enter into capped call transactions with one or more of the underwriters or affiliates thereof and/or other financial institutions (the “Option Counterparties”). If the underwriters exercise their over-allotment option, Nuvation Bio expects to enter into additional capped call transactions. The capped call transactions will cover, subject to customary adjustments, the number of shares of Class A common stock initially underlying the Notes. The capped call transactions are expected generally to reduce the potential dilution to the Class A common stock upon any conversion of Notes and/or offset any cash payments Nuvation Bio is required to make in excess of the principal amount of converted Notes, as the case may be, with such reduction and/or offset subject to a cap.

pursuant to the Underwriting Agreement, dated June 25, 2026 (the “Underwriting Agreement”) with Jefferies LLC, Citigroup Global Markets Inc., and Cantor Fitzgerald & Co. as representatives of the several underwriters (the “Underwriters”)