Nuvation Bio's underwriters fully exercise greenshoe on convertible notes offering

Nuvation Bio Inc. (NYSE: NUVB) announced on July 6, 2026 that underwriters have exercised in full their over-allotment option to purchase an additional $37.5 million aggregate principal amount of its 0.75% Convertible Senior Notes due 2032¹. Underwriters had actually elected to exercise the option on June 30, 2026, but the additional notes were not issued until July 6, 2026: on June 30, 2026, the Underwriters elected to exercise in full the over-allotment option, and on July 6, 2026, the Company issued an additional $37.5 million aggregate principal amount of Notes pursuant to that exercise¹. With this exercise, the aggregate principal amount of Notes sold in the offering was $287.5 million, inclusive of the $37.5 million aggregate principal amount of Notes issued pursuant to the Greenshoe Exercise¹.

In connection with the exercise, on July 1, 2026, Nuvation Bio entered into additional capped call transactions with a cap price of $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, 2026¹.

The company said 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 expenses¹. Of that, Nuvation Bio used the net proceeds from the Greenshoe Exercise to pay the approximately $2.2 million cost of the additional capped call transactions, and expects to use the remaining net proceeds for general corporate purposes, which may include working capital, operating expenses, capital expenditures and general and administrative expenses¹.

The notes were sold under a Form S-3 shelf registration that automatically became effective on March 6, 2025¹. Nuvation Bio's pipeline includes taletrectinib (IBTROZI®), a next-generation ROS1 inhibitor; safusidenib, a brain-penetrant IDH1 inhibitor; and an innovative drug-drug conjugate (DDC) program¹.