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Get filing alertsNuvation Bio raises $287.5M in convertible notes after greenshoe exercise
Filed July 6, 2026 · Period ending June 30, 2026 · ~1 min read
Key Changes
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Underwriters exercised full over-allotment option for additional $37.5M in 0.75% convertible senior notes due 2032, bringing total offering to $287.5M with net proceeds of approximately $277.6M after fees.
Exhibit 99.1 view on EDGAR → -
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Company entered into additional capped call transactions with cap price of $10.4580 per share (80% premium over June 25 stock price) to reduce potential dilution from note conversions, costing approximately $2.2M.
Item 1.01 verify on EDGAR → -
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Remaining greenshoe proceeds will fund general corporate purposes including working capital, operating expenses, capital expenditures, and administrative expenses.
Exhibit 99.1 view on EDGAR →
Summary
Nuvation Bio completed its convertible notes offering at $287.5 million after underwriters exercised their full over-allotment option on July 1, 2026. The additional $37.5 million in 0.75% convertible senior notes due 2032 brings net proceeds to approximately $277.6 million after deducting underwriting fees and expenses.
The company simultaneously entered into additional capped call transactions costing $2.2 million, designed to limit dilution if noteholders convert to equity. The cap price of $10.4580 per share represents an 80% premium over the June 25 stock price, meaning the company benefits from anti-dilution protection up to that level.
For a clinical-stage biotech, this capital raise provides runway for ongoing development programs and operating expenses. The capped calls demonstrate management's focus on protecting existing shareholders from conversion dilution, though at the cost of capping upside participation above $10.46 per share. The remaining proceeds will fund general corporate purposes including working capital and operating expenses, typical for a company advancing drug candidates through clinical trials.
Section-by-Section Diff
Event · Item 8.01 — Other Events
Nuvation Bio exercised greenshoe option to issue additional convertible notes and entered into additional capped call transactions.
Added in current filing · verify on EDGAR →
On July 6, 2026, the Company issued a press release announcing the issuance of the additional Notes pursuant to the Greenshoe Exercise and the entry into the additional capped call confirmations.
Nuvation Bio exercised the underwriters' greenshoe option, issuing additional convertible notes beyond the base offering. The company also entered into additional capped call transactions, which are derivative instruments typically used to reduce potential dilution from note conversions. The filing does not disclose the principal amount of the additional notes, the terms, or the size of the capped call transactions.
Show 1 minor / wording change
Added in current filing · verify on EDGAR →
statements regarding the Company’s expectations regarding the use of the remaining net proceeds from the Offering
The filing references the company's expectations for using net proceeds from the offering but does not disclose the specific use of proceeds in the 8-K body itself. The actual details would be in the press release exhibit (99.1), which is not included in the provided text.
Event · Exhibit 99.1
Added in current filing · view on EDGAR →
Nuvation Bio estimates that the net proceeds from the offering, inclusive of the Notes issued pursuant to the Greenshoe Exercise, will be approximately $277.6 million, after deducting the underwriting discounts and commissions and the estimated offering expenses payable by Nuvation Bio. Nuvation Bio used the net proceeds from the Greenshoe Exercise to pay the approximately $2.2 million cost of the additional capped call transactions described above and expects to use the remaining net proceeds from the Greenshoe Exercise for general corporate purposes, which may include working capital, operating expenses, capital expenditures and general and administrative expenses.
The company expects net proceeds of approximately $277.6 million from the full offering after fees and expenses. Of the greenshoe proceeds, $2.2 million was used to pay for the additional capped call transactions, with the remainder earmarked for general corporate purposes including working capital, operating expenses, capital expenditures, and administrative expenses.
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Figures/quotes linked to EDGAR · Narrative written by AI · Jul 10, 2026 · How we verify