aibioNuvation Bio files automatic shelf with $200,000,000 ATM sales agreement supplement
Tickers NUVB
Nuvation Bio's automatic shelf lets it sell up to $200,000,000 of common stock through Jefferies LLC as sales agent, at up to 3.0% of gross proceeds. The stock last sold at $1.82 on March 4, 2025, and the company's lead drug is still waiting on an FDA decision.
Key facts
- Company
- Nuvation Bio Inc. (NYSE: NUVB)
- News type
- Financings
- Primary source
- Nuvation Bio Inc. S-3ASR (2025-03-06)
The shelf and the sales agreement
Nuvation Bio Inc. filed an automatic shelf registration statement on Form S-3ASR with the Securities and Exchange Commission on March 6, 2025. The company describes itself as a well-known seasoned issuer, so the base prospectus covers an indeterminate amount of Class A common stock, preferred stock, debt securities, warrants and units, which may be offered from time to time.
The same day, the company filed a prospectus supplement for up to $200,000,000 of Class A common stock under an Open Market Sale Agreement dated March 6, 2025 with Jefferies LLC. Jefferies is the sales agent. The company is not required to sell any specific amount, and Jefferies will use commercially reasonable efforts consistent with its normal trading practices. No funds are held in escrow or trust.
The supplement says the company will pay Jefferies up to 3.0% of the gross proceeds of any shares sold, and that Jefferies will be treated as an underwriter under the Securities Act for those sales. The company has agreed to indemnify Jefferies against certain civil liabilities.
Banks, advisors and counsel
The supplement names Jefferies LLC as sales agent. The filing says Paul Hastings LLP of New York is counsel for Jefferies in connection with the offering.
Cooley LLP of San Francisco will pass upon the validity of the common stock offered under the supplement and the securities under the base prospectus. The filing says GC&H Investments, LLC, an entity owned by current and former Cooley partners and employees, holds 25,410 shares of Class A common stock, and Cooley attorneys hold 22,550 more.
Price and listing
The company's Class A common stock and its warrants are listed on the New York Stock Exchange under the symbols NUVB and NUVB.WS. On March 4, 2025, the last reported sale price of the common stock was $1.82 per share, and the last reported sale price of the warrants was $0.18 per warrant. The company describes itself as a smaller reporting company.
The supplement says sales under the program will be made as at-the-market offerings under Rule 415(a)(4), which means shares are sold into the existing trading market at prevailing prices rather than in a single underwritten deal.
Use of proceeds
The company intends to use net proceeds from the program, if any, for working capital and general corporate purposes. It says it may also use some of the money to in-license, acquire or invest in additional businesses, technologies, products or assets, but it has no specific agreements, commitments or understandings for any in-licensing or acquisition.
The pipeline behind the raise
The business section of the annual report for 2024, filed the same day, says the company's most advanced candidate is taletrectinib, an oral ROS1 inhibitor for ROS1-positive non-small cell lung cancer. Nuvation announced a U.S. New Drug Application for full approval of taletrectinib in October 2024. The FDA accepted the application on December 22, 2024 and set a PDUFA target action date of June 23, 2025.
The same section describes safusidenib, an oral, brain-penetrant inhibitor of mutant IDH1 being tested in a global Phase 2 study in diffuse mutant IDH1 glioma, and NUV-1511, a drug-drug conjugate in a Phase 1/2 study in advanced solid tumors. Taletrectinib is approved in China and sold there by its partner Innovent Biologics (Suzhou) Co. Ltd. For a fourth candidate, NUV-868, the company says it is still evaluating next steps, including outside partnerships. The company completed its acquisition of AnHeart Therapeutics Ltd. on April 9, 2024.
What the filings leave open
The shelf and supplement set a ceiling of $200,000,000 for sales, but they do not say how many shares Jefferies will sell or at what prices. The amount of dilution depends on sales that have not yet happened. The annual report's business section describes a regulatory decision still to come, with a target date after this filing.