false 0001811063 0001811063 2025-05-07 2025-05-07 0001811063 us-gaap:CommonStockMember 2025-05-07 2025-05-07 0001811063 nuvb:RedeemableWarrantsEachWholeWarrantExercisableForOneShareOfCommonStockAtAnExercisePriceOf11.50PerShareMember 2025-05-07 2025-05-07
 
 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 7, 2025

 

 

Nuvation Bio Inc.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   001-39351   85-0862255

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(I.R.S. Employer

Identification No.)

1500 Broadway, Suite 1401

New York, NY 10036

(Address of principal executive offices)

(332) 208-6102

(Registrant’s telephone number, including area code)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

Pre-commencement communications pursuant to Rule 13e-4(c) under Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class registered

 

Trading

Symbol(s)

 

Name of each exchange

on which

Class A Common Stock, $0.0001 par value per share   NUVB   The New York Stock Exchange
Redeemable Warrants, each whole warrant exercisable for one share of Common Stock at an exercise price of $11.50 per share   NUVB.WS   The New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933(§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 
 


ITEM 2.02.

RESULTS OF OPERATIONS AND FINANCIAL CONDITION

On May 7, 2025, Nuvation Bio Inc. issued a press release announcing its financial results for the quarter ended March 31, 2025. A copy of the press release is furnished as Exhibit 99.1 to this Form 8-K.

The information contained in this Form 8-K, including in the accompanying Exhibit 99.1, shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or incorporated by reference in any filing under the Exchange Act or the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.

 

ITEM 9.01

FINANCIAL STATEMENTS AND EXHIBITS

 

(d)

Exhibits.

 

Exhibit
Number

  

Description

99.1    Press Release of Nuvation Bio Inc. dated May 7, 2025.
104    Cover Page Interactive Data File (embedded within XBRL document)

 

2


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Dated: May 7, 2025     NUVATION BIO INC.
    By:  

/s/ Philippe Sauvage

    Name:   Philippe Sauvage
    Title:   Chief Financial Officer

 

3

Exhibit 99.1

 

LOGO

Nuvation Bio Reports First Quarter 2025 Financial Results and Provides Business Update

New Drug Application (NDA) for taletrectinib for advanced ROS1-positive (ROS1+) non-small cell lung cancer (NSCLC) under U.S. Food and Drug Administration (FDA) Priority Review; Prescription Drug User Fee Act (PDUFA) goal date of June 23, 2025

Published pooled results from pivotal Phase 2 TRUST-I and TRUST-II studies of taletrectinib in Journal of Clinical Oncology demonstrating high response rates, durable responses, and a favorable safety profile

Strong balance sheet with cash, cash equivalents, and marketable securities of $461.7 million as of March 31, 2025

Company to host a conference call today at 4:30 p.m. ET

New York, May 7, 2025 – Nuvation Bio Inc. (NYSE: NUVB), a global oncology company tackling some of the toughest challenges in cancer treatment, today reported financial results for the first quarter ended March 31, 2025, and provided a business update.

“Nuvation Bio continued to execute with focus in the first quarter as we prepare for the potential U.S. approval and launch of taletrectinib for advanced ROS1-positive non-small cell lung cancer,” said David Hung, M.D., Founder, President, and Chief Executive Officer of Nuvation Bio. “Data recently published in the Journal of Clinical Oncology and presented at the European Lung Cancer Congress and the American Association for Cancer Research Annual Meeting further reinforce taletrectinib’s potential to deliver a differentiated profile with strong efficacy, high central nervous system activity, and favorable tolerability. We also continue to advance our broader pipeline, including safusidenib and NUV-1511, for which we plan to provide program updates later this year. With a team that has successfully brought numerous oncology therapies to market and a strong balance sheet, we are well-positioned to enter our next chapter as a commercial-stage company.”

Recent Pipeline Updates:

Taletrectinib, ROS1 inhibitor: Advanced ROS1+ NSCLC

 

   

The Priority Review of the Company’s NDA for taletrectinib for advanced ROS1+ NSCLC (line agnostic, full approval) is progressing on time with all planned inspections now completed. The PDUFA goal date of June 23, 2025 positions Nuvation Bio to commercialize taletrectinib in the U.S., if approved, in mid-2025.

 

   

In January 2025, China’s National Medical Products Administration (NMPA) approved taletrectinib for adult patients with locally advanced or metastatic ROS1+ NSCLC. As part of an exclusive license agreement, Innovent Biologics is commercializing taletrectinib in Greater China.

 

   

In February 2025, Nuvation Bio launched an Expanded Access Program (EAP) in the U.S., enabling eligible patients with advanced ROS1+ NSCLC to access taletrectinib outside of the ongoing pivotal TRUST-II study.

 

   

In March 2025, Nippon Kayaku completed submission of a Marketing Authorization Application for taletrectinib for advanced ROS1+ NSCLC to Japan’s Pharmaceuticals and Medical Devices Agency. As part of an exclusive license agreement, Nippon Kayaku will commercialize taletrectinib in Japan.


   

In March 2025, new data from a matching-adjusted indirect comparison study evaluating taletrectinib versus crizotinib in advanced ROS1+ NSCLC were presented at the European Lung Cancer Congress.

 

   

In April 2025, results from the pivotal Phase 2 TRUST-I and TRUST-II studies were published in Journal of Clinical Oncology.

 

   

In April 2025, new nonclinical data for taletrectinib in ROS1+ NSCLC were presented at the American Association for Cancer Research Annual Meeting.

Safusidenib, mIDH1 inhibitor: Diffuse IDH1-mutant glioma

 

   

The Company expects to provide an update on the pivotal study design for the safusidenib program in the second half of 2025.

NUV-1511, drug-drug conjugate (DDC): Advanced solid tumors

 

   

The Company expects to provide an update from the Phase 1/2 dose escalation study of NUV-1511 in the second half of 2025.

NUV-868, BD2-selective BET inhibitor: Advanced solid tumors

 

   

As previously announced, the Company is evaluating next steps for the NUV-868 program, including external partnership opportunities or further development in combination with approved products for indications in which BD2-selective BET inhibitors may improve outcomes for patients.

Corporate Updates:

 

   

In March 2025, Nuvation Bio secured up to $250 million in non-dilutive financings from Sagard Healthcare Partners. The Company will receive $150 million in royalty interest financing and $50 million in debt upon U.S. FDA approval of taletrectinib by September 30, 2025, with access to an additional $50 million in debt at the Company’s option until June 30, 2026, as long as the Company has achieved first U.S. commercial sale. The royalty interest financing is expected to fully fund the U.S. commercial launch of taletrectinib; the pro forma cash balance is expected to fully fund development of the Company’s clinical-stage pipeline and create a path to potential profitability without a need for additional fundraising.

 

   

In March 2025, Nuvation Bio appointed Stephen Dang, Ph.D., as Senior Vice President, General Counsel. Dr. Dang brings over 17 years of experience in the biopharmaceutical industry across all stages of the drug product life cycle.

First Quarter 2025 Financial Results

As of March 31, 2025, Nuvation Bio had cash, cash equivalents, and marketable securities of $461.7 million.

For the three months ended March 31, 2025, research and development expenses were $24.6 million, compared to $12.8 million for the three months ended March 31, 2024. The increase was primarily due to a $6.2 million increase in personnel-related costs driven by the acquisition of AnHeart as well as stock-based compensation and other benefits and $0.2 million increase in amortization of assembled workforce and $5.4 million increase in third-party costs related to clinical trial expense for taletrectinib.


For the three months ended March 31, 2025, selling, general, and administrative expenses were $35.4 million, compared to $7.4 million for the three months ended March 31, 2024. The increase was due to a $10.7 million increase in personnel-related costs as a result of the acquisition of AnHeart, $12.2 million increase in sales and marketing expenses, $1.4 million increase in professional fees, $0.5 million increase in occupancy expenses, $1.1 million increase in legal fees, $0.2 million increase in foreign currency impact and $2.0 million increase in other expenses as a result of the integration of AnHeart offset by $0.1 million decrease in taxes.

For the three months ended March 31, 2025, Nuvation Bio reported a net loss of $53.2 million, or $(0.16) per share. This compares to a net loss of $14.8 million, or $(0.07) per share, for the comparable period in 2024.

Conference Call and Webcast

Nuvation Bio will host a conference call on Wednesday, May 7, 2025, at 4:30 p.m. ET, during which company executives will provide an overview of its programs, summarize the commercial strategy for taletrectinib, and review financial results for the first quarter of 2025.

Investors and the general public are invited to listen to the live webcast and can register on the Nuvation Bio website at https://investors.nuvationbio.com. Those unable to register can access the live conference call by dialing +1 833-470-1428 (U.S. toll-free) and entering access code 341248.

A replay of the webcast will be available on the Company’s website shortly after the conference call concludes.

About Taletrectinib

Taletrectinib is an oral, potent, central nervous system-active, selective, next-generation ROS1 inhibitor specifically designed for the treatment of patients with advanced ROS1+ NSCLC. Taletrectinib is being evaluated for the treatment of patients with advanced ROS1+ NSCLC in two Phase 2 single-arm pivotal studies: TRUST-I (NCT04395677) in China, and TRUST-II (NCT04919811), a global study.

Based on pooled results of the TRUST-I and TRUST-II clinical studies, the U.S. FDA has accepted and granted Priority Review to Nuvation Bio’s NDA for taletrectinib for advanced ROS1+ NSCLC (line agnostic, full approval) and assigned a PDUFA goal date of June 23, 2025. The U.S. FDA previously granted taletrectinib Breakthrough Therapy Designation for the treatment of patients with locally advanced or metastatic ROS1+ NSCLC who either have or have not previously been treated with ROS1 TKIs, and Orphan Drug Designation for the treatment of patients with ROS1+ NSCLC and other NSCLC indications. In January 2025, China’s NMPA approved taletrectinib for the treatment of adult patients with locally advanced or metastatic ROS1+ NSCLC.

About Nuvation Bio

Nuvation Bio is a global oncology company focused on tackling some of the toughest challenges in cancer treatment by developing therapies that create a profound, positive impact on patients’ lives. Our diverse pipeline includes taletrectinib, a next-generation ROS1 inhibitor; safusidenib, a brain-penetrant IDH1 inhibitor; NUV-1511, an innovative drug-drug conjugate (DDC) designed for targeted cancer treatment; and NUV-868, a BD2-selective BET inhibitor.


Nuvation Bio was founded in 2018 by biopharma industry veteran David Hung, M.D., who previously founded Medivation, Inc., which brought to patients one of the world’s leading prostate cancer medicines. Nuvation Bio has offices in New York, San Francisco, Boston, and Shanghai. For more information, visit www.nuvationbio.com or follow the company on LinkedIn and X (@nuvationbioinc).

Forward Looking Statements

Certain statements included in this press release that are not historical facts are forward-looking statements for purposes of the safe harbor provisions under the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements are sometimes accompanied by words such as “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “expect,” “should,” “would,” “plan,” “predict,” “potential,” “seem,” “seek,” “future,” “outlook” and similar expressions that predict or indicate future events or trends or that are not statements of historical matters. These forward-looking statements include, but are not limited to, our expectations regarding U.S. FDA approval and commercial launch of taletrectinib, and the timing thereof, receipt and use of proceeds from the Sagard Healthcare Partners financings to fully fund U.S. commercial launch of taletrectinib and development of Nuvation Bio’s current clinical-stage pipeline, the path to potential profitability without need to raise additional capital, the potential therapeutic benefit of Nuvation Bio’s product candidates, the advancement of our clinical programs, and the strength of Nuvation Bio’s balance sheet. These statements are based on various assumptions, whether or not identified in this press release, and on the current expectations of the management team of Nuvation Bio and are not predictions of actual performance. These forward-looking statements are subject to a number of risks and uncertainties that may cause actual results to differ from those anticipated by the forward-looking statements, including but not limited to the challenges associated with conducting drug discovery and initiating or conducting clinical studies due to, among other things, difficulties or delays in the regulatory process, enrolling subjects or manufacturing or acquiring necessary products; the emergence or worsening of adverse events or other undesirable side effects; risks associated with preliminary and interim data, which may not be representative of more mature data; and competitive developments. Risks and uncertainties facing Nuvation Bio are described more fully in its Form 10-Q filed with the SEC on May 7, 2025 under the heading “Risk Factors,” and other documents that Nuvation Bio has filed or will file with the SEC. You are cautioned not to place undue reliance on the forward-looking statements, which speak only as of the date of this press release. Nuvation Bio disclaims any obligation or undertaking to update, supplement or revise any forward-looking statements contained in this press release.

Nuvation Bio Investor Contact:

ir@nuvationbio.com

Nuvation Bio Media Contact:

media@nuvationbio.com


NUVATION BIO INC. and Subsidiaries

Consolidated Balance Sheets

(In thousands, except share and per share data)

 

     March 31,
2025
    December 31,
2024
 
     (unaudited)        

Assets

    

Current assets:

    

Cash and cash equivalents

   $ 47,977     $ 35,723  

Accounts receivable, net of allowance for credit loss of $nil

     409       12,722  

Inventory

     14       —   

Prepaid expenses and other current assets

     8,415       7,271  

Marketable securities

     413,699       466,969  

Interest receivable on marketable securities

     5,053       3,570  
  

 

 

   

 

 

 

Total current assets

     475,567       526,255  

Property and equipment, net of accumulated depreciation of $971 and $874, respectively

     562       586  

Intangible assets, net of accumulated amortization of $660 and $448, respectively

     4,410       4,622  

Operating lease right-of-use assets

     5,334       2,402  

Other non-current assets

     6,616       6,761  
  

 

 

   

 

 

 

Total assets

   $ 492,489     $ 540,626  
  

 

 

   

 

 

 

Liabilities and stockholders’ equity

 

 

Current liabilities:

    

Accounts payable

   $ 10,537     $ 6,348  

Current operating lease liabilities

     1,889       1,663  

Contract liabilities, current portion

     10,769       11,117  

Short-term borrowings

     5,685       6,283  

Accrued expenses

     23,892       32,833  
  

 

 

   

 

 

 

Total current liabilities

     52,772       58,244  

Warrant liability

     2,804       2,053  

Contract liabilities, net of current portion

     13,614       15,572  

Non-current operating lease liabilities

     3,839       969  
  

 

 

   

 

 

 

Total liabilities

     73,029       76,838  
  

 

 

   

 

 

 

Stockholders’ equity

    

Class A and Class B common stock and additional paid in capital, $0.0001 par value per share; 1,060,000,000 (Class A 1,000,000,000, Class B 60,000,000) shares authorized as of March 31, 2025 and December 31, 2024, respectively; 339,840,425 (Class A 338,840,425, Class B 1,000,000) and 337,837,872 (Class A 336,837,872, Class B 1,000,000) issued and outstanding as of December 31, 2024 and 2023, respectively

     1,382,894       1,373,958  

Accumulated deficit

     (963,979     (910,743

Accumulated other comprehensive income

     545       573  
  

 

 

   

 

 

 

Total stockholders’ equity

     419,460       463,788  
  

 

 

   

 

 

 

Total liabilities and stockholders’ equity

   $ 492,489     $ 540,626  
  

 

 

   

 

 

 


NUVATION BIO INC. and Subsidiaries

Consolidated Statements of Operations and Comprehensive Loss

(Unaudited, in thousands, except per share data)

 

     Three Months Ended March 31,  
     2025     2024  

Revenue

   $ 3,084     $ —   

Cost of revenue

     2,094       —   
  

 

 

   

 

 

 

Gross profit

     990       —   

Operating expenses:

    

Research and development

     24,601       12,842  

Selling, general and administrative

     35,393       7,357  
  

 

 

   

 

 

 

Total operating expenses

     59,994       20,199  
  

 

 

   

 

 

 

Loss from operations

     (59,004     (20,199
  

 

 

   

 

 

 

Other income (expense):

    

Interest income

     5,321       7,130  

Interest expense

     (54     —   

Investment advisory fees

     (203     (265

Change in fair value of warrant liability

     (751     (1,459

Realized gain on marketable securities

     3       1  

Other income

     1,452       —   
  

 

 

   

 

 

 

Total other income (expense), net

     5,768       5,407  
  

 

 

   

 

 

 

Loss before income taxes

     (53,236     (14,792

Provision for income taxes

     —        —   
  

 

 

   

 

 

 

Net loss

   $ (53,236   $ (14,792
  

 

 

   

 

 

 

Net loss attributable to common stockholders

    

Net loss per share attributable to common stockholders, basic and diluted

   $ (0.16   $ (0.07
  

 

 

   

 

 

 

Weighted average common shares outstanding, basic and diluted

     338,612       219,048  
  

 

 

   

 

 

 

Comprehensive loss:

    

Net loss

   $ (53,236   $ (14,792

Other comprehensive loss, net of taxes:

    

Currency translation adjustment

     465       —   

Unrealized (loss) gain on available-for-sale securities

     (493     (1,350
  

 

 

   

 

 

 

Comprehensive loss

   $ (53,264   $ (16,142
  

 

 

   

 

 

 
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Document and Entity Information
May 07, 2025
Document And Entity Information [Line Items]  
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Entity Central Index Key 0001811063
Document Type 8-K
Document Period End Date May 07, 2025
Entity Registrant Name Nuvation Bio Inc.
Entity Incorporation State Country Code DE
Entity File Number 001-39351
Entity Tax Identification Number 85-0862255
Entity Address, Address Line One 1500 Broadway
Entity Address, Address Line Two Suite 1401
Entity Address, City or Town New York
Entity Address, State or Province NY
Entity Address, Postal Zip Code 10036
City Area Code (332)
Local Phone Number 208-6102
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Trading Symbol NUVB
Security Exchange Name NYSE
Redeemable Warrants Each Whole Warrant Exercisable For One Share Of Common Stock At An Exercise Price Of 11.50 Per Share [Member]  
Document And Entity Information [Line Items]  
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Trading Symbol NUVB.WS
Security Exchange Name NYSE

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