Nuvation Bio Proposes $200M Convertible Notes Due 2032 with $30M Overallotment Option

Nuvation Bio intends to offer $200.0 million aggregate principal amount of unsecured convertible senior notes due July 1, 2032, with an option for underwriters to purchase up to an additional $30.0 million. Interest will be paid semiannually in arrears, and conversion terms, including the initial conversion rate, will be determined at pricing. Upon conversion, repayment may be made in cash, Class A common stock or a combination at Nuvation Bio’s election. The offering is structured under a previously effective shelf registration statement.

Net proceeds are earmarked to fund capped call transactions designed to offset potential dilution upon conversion, repay in full all obligations under the senior secured loan agreement, and cover working capital, operating expenses, capital expenditures and general administrative costs. This capital infusion strengthens the company’s balance sheet and extends runway for its oncology pipeline. The over-allotment option proceeds, if exercised, will be deployed similarly under the capped call structure.

In connection with pricing, Nuvation Bio expects to enter capped call transactions with option counterparties, which will hedge the number of shares underlying the notes. These counterparties may enter derivative trades or secondary market transactions in Class A common stock to establish and adjust hedge positions. Such activity could increase or decrease the market price of the stock or notes around pricing and during hedging periods, influencing conversion economics and investor returns.