Nuvation Bio Inc. 8-K

What Happened

• Nuvation Bio announced on July 6, 2026 that the underwriters exercised their full 30‑day over‑allotment (Greenshoe), resulting in the issuance of an additional $37.5 million aggregate principal amount of 0.75% Convertible Senior Notes due 2032. The Offering now totals $287.5 million in principal.
• The Notes bear interest at 0.75% per year, pay semiannually, mature on July 1, 2032, are general unsecured obligations, and may be converted before maturity under specific conditions set forth in the indenture. The company also entered into additional capped‑call transactions to reduce potential dilution or offset certain cash payments if conversions occur.

Key Details

• Total Notes issued after Greenshoe: $287.5 million principal (initial $250.0M + $37.5M Greenshoe).
• Estimated net proceeds (inclusive of Greenshoe): approximately $277.6 million after underwriting discounts, commissions and offering expenses.
• Use of Greenshoe proceeds: roughly $2.2 million to pay for the additional capped‑call transactions; remainder for general corporate purposes (e.g., working capital, operating expenses, capex, G&A).
• Capped‑call terms: cap price initially $10.4580 per share (an 80.0% premium to NUVB’s last reported NYSE sale price on June 25, 2026); capped calls are intended to reduce dilution if Notes convert and are subject to adjustment.

Why It Matters

• This filing confirms Nuvation Bio raised additional capital via the underwriters’ Greenshoe, increasing total convertible debt outstanding to $287.5M and giving the company more cash for corporate needs. The capped‑call hedges are meant to limit potential stock dilution from future conversions, which matters to shareholders because conversions can increase share count and affect share value. The Notes’ low coupon (0.75%) and conversion mechanics (company can settle in cash, stock, or both) are key terms investors should watch when assessing dilution risk and the company’s future capital structure.