Nuvation Bio Inc-A美股招股说明书(2026-06-29版)

$250,000,000 0.75% Convertible Senior Notes due 2032 We are offering $250,000,000 principal amount of our0.75% Convertible Senior Notes due 2032 (the “notes”). The notes will bear interest at a rate of0.75% per year,payable semiannually in arrears on January1 and July1 of each year, beginning on January1, 2027. The notes will mature on July1, 2032 unless earlier converted,redeemed or repurchased. Holders may convert all or any portion of their notes at their option at any time prior to the close of business on the business day immediately preceding April1, 2032only upon satisfaction of one or more of the following conditions: (1)at any time during the 30 consecutive trading day period beginning on, and including, the 21sttrading day of any calendar quarter commencing after the calendar quarter ending on September30, 2026, if the last reported sale price of our ClassA common stock, parvalue $0.0001 per share (our “Class A common stock”), exceeds 130% of the conversion price for each of at least five trading days (whether or not consecutive) duringthe first 20 consecutive trading days of such calendar quarter; (2)during the five business day period after any ten consecutive trading day period (the “measurementperiod”) in which the “trading price” (as defined in this prospectus supplement) per $1,000 principal amount of notes for each trading day of the measurement period wasless than 98% of the product of the last reported sale price of our ClassA common stock and the conversion rate on each such trading day; (3)if we call such notes forredemption, at any time prior to the close of business on the second scheduled trading day immediately preceding the redemption date, but only with respect to the notescalled (or deemed called) for redemption; or (4)upon the occurrence of specified corporate events. On or after April1, 2032 until the close of business on the secondscheduled trading day immediately preceding the maturity date, holders may convert all or any portion of their notes at their option at any time, regardless of theforegoing conditions. Upon conversion, we will pay or deliver, as the case may be, cash, shares of our ClassA common stock or a combination of cash and shares of ourClassA common stock, at our election, as described in this prospectus supplement. The conversion rate will initially be 127.4941shares of ClassA common stock per $1,000 principal amount of notes (equivalent to an initial conversion price ofapproximately $7.84per share of ClassA common stock). The conversion rate will be subject to adjustment in some events but will not be adjusted for any accrued andunpaid interest. In addition, following certain corporate events that occur prior to the maturity date or if we deliver a notice of redemption, we will, in certaincircumstances, increase the conversion rate for a holder who elects to convert its notes in connection with such a corporate event or convert its notes called (or deemedcalled) for redemption during the related redemption period (as defined in this prospectus supplement), as the case may be. We may not redeem the notes prior to July6, 2029. We may redeem for cash all or any portion of the notes (subject to the partial redemption limitation described in thisprospectus supplement), at our option, on a redemption date on or after July6, 2029 if the last reported sale price of our ClassA common stock has been at least 130% ofthe conversion price then in effect for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period (including the last trading day ofsuch period) ending on, and including, the trading day immediately preceding the date on which we provide the related notice of redemption. The redemption price forany redemption will be 100% of the principal amount of the notes to be redeemed,plusaccrued and unpaid interest to, but excluding, the relevant redemption date. Nosinking fund is provided for the notes. If we undergo a “fundamental change” (as defined in this prospectus supplement), then, subject to certain conditions and except as described in this prospectussupplement, holders may require us to repurchase for cash all or any portion of their notes at a fundamental change repurchase price equal to 100% of the principalamount of the notes to be repurchased, plus accrued and unpaid interest to, but excluding, the fundamental change repurchase date. The notes will be our general unsecured obligations and will rank senior in right of payment to all of our indebtedness that is expressly subordinated in right of paymentto the notes; equal in right of payment with all of our existing and future liabilities Table of Contents that are not so subordinated, including our obligations under our revenue interest financing agreement (the “Financing Agreement”); effectively junior to any of oursecured indebtedness, to the extent of the value of the assets securing such indebtedness; and structurally junior to all indebtedness and ot