Form 8-K - Current report

Nuvation Bio Inc.

Date: December 14, 2023

/s/ David Hung, M.D.

David Hung, M.D.

Chief Executive Officer

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): December 11, 2023

Nuvation Bio Inc.

(Exact name of registrant as specified in its charter)


Delaware	001-39351	85-0862255
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

1500 Broadway, Suite 1401

New York, NY 10036

(Address of principal executive offices)

(332) 208-6102

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under Exchange Act (17 CFR 240.13e-4(c))

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, $0.0001 par value per share	NUVB	The New York Stock Exchange
Redeemable Warrants, each whole warrant exercisable for one share of Common Stock at an exercise price of $11.50 per share	NUVB.WS	The New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933(§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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. ☐

Item 5.02.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On December 11, 2023, Oleg Nodelman notified Nuvation Bio Inc. (the “Company”) of his intent to resign as a member of the Company’s Board of Directors (the “Board”), and he subsequently delivered a letter to the Board on December 12, 2023 documenting his resignation effective immediately. Mr. Nodelman is not a member of any committees of the Board. The Company wishes to thank Mr. Nodelman for his dedicated and important service as a member of the Board.

Mr. Nodelman’s resignation is not as a result of any disagreement with the Company or any of its subsidiaries on any matters related to their operation, policies or practices. A copy of Mr. Nodelman’s resignation letter dated December 12, 2023 is attached hereto as Exhibit 17.1.

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits


17.1		Resignation letter of Oleg Nodelman dated December 12, 2023.

104		Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Exhibit 17.1

LOGO

December 12, 2023

Daniel Welch

Chairman, Nuvation Bio Board of Directors

Via email: danielgwelch@gmail.com

Dear Dan,

I am writing to inform you of my decision to leave my position as a Board member of Nuvation Bio, effective immediately.

Thank you for the opportunity to contribute. I’ve truly valued the opportunity to work with all of you. I wish the best to you and the other members going forward.

Sincerely,

/s/ Oleg Nodelman

Oleg Nodelman

EcoR1 Capital LLC

Cc:	David Hung

Robert Bazemore

Tony Vernon

Kim Blickenstaff

Kate Falberg

LOGO

Document and Entity Information	Dec. 11, 2023
Document And Entity Information [Line Items]
Amendment Flag	false
Entity Central Index Key	0001811063
Document Type	8-K
Document Period End Date	Dec. 11, 2023
Entity Registrant Name	Nuvation Bio Inc.
Entity Incorporation State Country Code	DE
Entity File Number	001-39351
Entity Tax Identification Number	85-0862255
Entity Address, Address Line One	1500 Broadway
Entity Address, Address Line Two	Suite 1401
Entity Address, City or Town	New York
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	10036
City Area Code	(332)
Local Phone Number	208-6102
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Common Stock [Member]
Document And Entity Information [Line Items]
Security 12b Title	Class A Common Stock, $0.0001 par value per share
Trading Symbol	NUVB
Security Exchange Name	NYSE
Redeemable Warrants Each Whole Warrant Exercisable For One Share Of Common Stock At An Exercise Price Of 11.50 Per Share [Member]
Document And Entity Information [Line Items]
Security 12b Title	Redeemable Warrants, each whole warrant exercisable for one share of Common Stock at an exercise price of $11.50 per share
Trading Symbol	NUVB.WS
Security Exchange Name	NYSE