Filed Pursuant to Rule 424(b)(3)
Registration No. 333-281255
PROSPECTUS
Up to 115,660,186 Shares of Class A Common Stock Offered by the Selling Securityholders
Up to 2,893,731 Shares of Class A Common Stock Issuable Upon Exercise of Warrants
Up to 2,893,731 Warrants to Purchase Class A Common Stock Offered by the Selling Securityholders
This prospectus relates to the issuance by us of up to 2,893,731 shares of our Class A common stock, $0.0001 par value per share (the
common stock) that are issuable upon the exercise of warrants at an exercise price of $11.50 per share (the warrants) issued in connection with the acquisition (the Acquisition) of AnHeart Therapeutics, Ltd.
(AnHeart), pursuant to that certain Agreement and Plan of Merger (the Merger Agreement), dated March 24, 2024, by and among Nuvation Bio Inc. (the Company), AnHeart, Artemis Merger Sub I, Ltd., a wholly owned
subsidiary of the Company, and Artemis Merger Sub II, Ltd., a wholly owned subsidiary of the Company (the Merger Warrants). We will receive the proceeds from the exercise of any Merger Warrants for cash.
This prospectus also relates to the proposed resale or other disposition from time to time by the selling securityholders named in this
prospectus or their permitted transferees (the selling securityholders) of an aggregate of (i) up to 115,660,186 shares of common stock consisting of (a) up to 27,646,255 shares of common stock issued pursuant to the Merger
Agreement (the Merger Common Shares), (b) up to 85,120,200 shares of common stock (the Merger Conversion Shares) that are issuable upon the conversion of 851,202 shares (the Merger Preferred Shares) of our Series
A Non-Voting Convertible Preferred Stock (the preferred stock) issued pursuant to the Merger Agreement, and (c) up to 2,893,731 shares of common stock that are issuable upon the exercise of
the Merger Warrants, and (ii) up to 2,893,731 Merger Warrants. We will not receive any proceeds from the sale of shares of common stock or Merger Warrants by the selling securityholders pursuant to this prospectus.
The selling securityholders may offer, sell or distribute all or a portion of the securities hereby registered publicly or through private
transactions at prevailing market prices or at negotiated prices. We will not receive any of the proceeds from such sales of the shares of common stock or Merger Warrants, except with respect to amounts received by us upon exercise of the Merger
Warrants, up to an aggregate of approximately $33.3 million assuming the exercise in full of all of the Merger Warrants for cash. We will bear all costs, expenses and fees in connection with the registration of these securities, including with
regard to compliance with state securities or blue sky laws. The selling securityholders will bear all commissions and discounts, if any, attributable to their sale of shares of common stock or Merger Warrants. See the section titled
Plan of Distribution.
Our common stock and Merger Warrants are listed on the New York Stock Exchange
(NYSE) under the symbols NUVB and NUVB.WS, respectively. On August 14, 2024, the last reported sales price of our common stock was $2.74 per share and the last reported sales price of our Merger
Warrants was $0.14 per warrant.
We are a smaller reporting company as defined under the U.S. federal securities laws. See
Prospectus Summary Implications of Being a Smaller Reporting Company. This prospectus complies with the requirements that apply to an issuer that is a smaller reporting company.
Investing in our securities involves a high degree of risks. You should review carefully the risks and uncertainties described in the
section titled Risk Factors on page 8 of this prospectus, and under similar headings in any amendments or supplements to this prospectus and the documents incorporated herein by reference.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities, or
passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.
Prospectus
dated August 15, 2024