4//SEC Filing
Wang Junyuan Jerry 4
Accession 0001415889-24-022940
CIK 0001811063other
Filed
Sep 4, 8:00 PM ET
Accepted
Sep 5, 4:46 PM ET
Size
22.1 KB
Accession
0001415889-24-022940
Insider Transaction Report
Form 4
Wang Junyuan Jerry
DirectorCEO, ANHEART THERAPEUTICS LTD.
Transactions
- Conversion
Series A Preferred Stock
2024-09-04−16,957→ 0 total(indirect: By LLC)→ Class A Common Stock (1,695,700 underlying) - Award
Series A Preferred Stock
2024-09-03+25,436→ 25,436 total→ Class A Common Stock (2,543,600 underlying) - Award
Warrants (Right to Buy)
2024-09-03+57,647→ 57,647 total(indirect: By LLC)Exercise: $11.50Exp: 2029-04-09→ Class A Common Stock (57,647 underlying) - Conversion
Class A Common Stock
2024-09-04+1,695,700→ 2,246,458 total(indirect: By LLC) - Conversion
Series A Preferred Stock
2024-09-04−25,436→ 0 total→ Class A Common Stock (2,543,600 underlying) - Conversion
Class A Common Stock
2024-09-04+2,543,600→ 3,922,589 total - Award
Series A Preferred Stock
2024-09-03+16,957→ 16,957 total(indirect: By LLC)→ Class A Common Stock (1,695,700 underlying) - Award
Warrants (Right to Buy)
2024-09-03+86,471→ 86,471 totalExercise: $11.50Exp: 2029-04-09→ Class A Common Stock (86,471 underlying)
Footnotes (5)
- [F1]In accordance with the Certificate of Designation of Preferences, Rights and Limitations of the Series A Non-Voting Convertible Preferred Stock (the "Series A Preferred Stock"), these shares of Series A Preferred Stock were automatically converted to Class A common stock based on the conversion ratio described in footnote 3, for no additional consideration, effective as of 5:00 p.m. Eastern time on September 4, 2024, the first business day following the satisfaction of the Convertibility Condition (as defined in footnote 4).
- [F2]Shares are held directly by WangWang, LLC, of which the Reporting Person is Manager.
- [F3]Upon satisfaction of the Convertibility Condition, each share of Series A Preferred Stock became automatically convertible into 100 shares of Class A common stock, for no additional consideration, effective as of 5:00 p.m. Eastern time on September 4, 2024.
- [F4]The Series A Preferred Stock and Warrants were originally acquired on April 9, 2024. Upon issuance, the Series A Preferred Stock was not convertible into, and the Warrants were not exercisable for, Class A common stock until the Issuer's stockholders approved the issuance of the Class A common stock issuable upon conversion of the Series A Preferred Stock and exercise of Warrants (the "Convertibility Condition"). Because of the Convertibility Condition, the Series A Preferred Stock and the Warrants were not considered derivative securities and were, therefore, not reportable under Section 16 of the Securities Exchange Act, until such condition was satisfied. The Convertibility Condition was satisfied on September 3, 2024.
- [F5]Received pursuant to the Agreement and Plan of Merger and Reorganization, dated as of March 24, 2024, by and among 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.
Documents
Issuer
Nuvation Bio Inc.
CIK 0001811063
Entity typeother
Related Parties
1- filerCIK 0002017749
Filing Metadata
- Form type
- 4
- Filed
- Sep 4, 8:00 PM ET
- Accepted
- Sep 5, 4:46 PM ET
- Size
- 22.1 KB