---
title: "Nuvation Bio issues $37.5 million more convertible notes"
url: "https://aibio.space/news/nuvation-bio-issues-37-5-million-more-convertible-notes-offering/"
publisher: "aibio.space (Biotech Investor Relations News)"
date: "2026-07-06"
section: "Debt Financing"
tickers: "NYSE:NUVB"
source: "https://www.sec.gov/Archives/edgar/data/1811063/000119312526296398/d136399d8k.htm"
summary: "Nuvation Bio issued $37.5 million more of its 0.75% convertible senior notes due 2032 on July 6, 2026, after underwriters exercised their option in full. T"
---

By the aibio.space news desk.

Sources

- [Nuvation Bio Inc. Form 8-K filed July 6, 2026 (SEC EDGAR)](https://www.sec.gov/Archives/edgar/data/1811063/000119312526296398/d136399d8k.htm)
- [Nuvation Bio Inc. exhibit d136399dex991.htm to the July 6, 2026 Form 8-K (SEC EDGAR)](https://www.sec.gov/Archives/edgar/data/1811063/000119312526296398/d136399dex991.htm)
- [Nuvation Bio Inc. Form 10-K filed March 2, 2026: business overview and signatures (SEC EDGAR)](https://www.sec.gov/Archives/edgar/data/1811063/000119312526085584/nuvb-20251231.htm)

[NUVB](https://aibio.space/companies/nuvation-bio/)

2026-07-06

# Nuvation Bio issues $37.5 million more convertible notes, offering totals $287.5 million

Tickers [NUVB](https://aibio.space/companies/nuvation-bio/)

Nuvation Bio issued $37.5 million more of its 0.75% convertible senior notes due 2032 on July 6, 2026, after underwriters exercised their option in full. The offering now totals $287.5 million, with estimated net proceeds of about $277.6 million, and the notes can be settled in cash, shares or both at the company's choice.

## Key facts

- **Company**: Nuvation Bio Inc. (NYSE: NUVB)

- **News type**: Debt Financing

- **Primary source**: [Nuvation Bio Inc. Form 8-K filed July 6, 2026 (SEC EDGAR)](https://www.sec.gov/Archives/edgar/data/1811063/000119312526296398/d136399d8k.htm)

*An empty boardroom with a long table. CC0, via rawpixel. The picture shows the field, not the companies named.*

Nuvation Bio Inc. (NYSE: [NUVB](https://aibio.space/companies/nuvation-bio/)) issued the additional notes on July 6, 2026, after the underwriters exercised in full a 30-day option to buy more. With the extra notes, the aggregate principal amount sold is $287.5 million. The company reported the issue in a [Form 8-K](https://www.sec.gov/Archives/edgar/data/1811063/000119312526296398/d136399d8k.htm) filed the same day. It estimates net proceeds from the whole offering at about $277.6 million, after underwriting discounts and offering expenses.

## The offering

The company completed a registered underwritten offering of $250.0 million of the notes on June 30, 2026. The underwriting agreement was dated June 25, 2026, and Jefferies LLC, Citigroup Global Markets Inc. and Cantor Fitzgerald & Co. acted as representatives of the several underwriters. The filing calls the option exercise the Greenshoe Exercise, and the underwriters exercised it in full on June 30. The notes were sold under a Form S-3 shelf registration statement filed March 6, 2025, which became effective automatically on filing.

The notes were issued under an indenture dated June 30, 2026, with U.S. Bank Trust Company, National Association, as trustee.

## Terms of the notes

The additional notes have the same terms as the earlier notes. They are general unsecured obligations. Interest accrues at 0.75% a year and is paid semiannually on January 1 and July 1, starting January 1, 2027. The notes mature on July 1, 2032, unless they are converted, redeemed or repurchased earlier.

Before April 1, 2032, holders may convert only under certain conditions. One is that the Class A common stock must trade above 130% of the conversion price on at least five trading days in the first 20 consecutive trading days of a calendar quarter, starting after the quarter ending September 30, 2026. Another applies if the trading price of the notes falls below 98% of the product of the stock price and the conversion rate. Holders may also convert when the company calls the notes for redemption or when specified corporate events occur. From April 1, 2032 until shortly before maturity, holders may convert at any time. On conversion, the company may pay or deliver cash, Class A shares, or a combination, at its election.

## Capped calls

On July 1, 2026, in connection with the greenshoe, Nuvation Bio entered into additional capped call transactions with an affiliate of one of the underwriters and other financial institutions. The filing says the calls are expected generally to reduce potential dilution from conversion of the notes, or to offset cash payments above the principal amount of converted notes, up to a cap. The initial cap price is $10.4580 per share, a premium of 80.0% over the last reported sale price on The New York Stock Exchange on June 25, 2026.

The company used greenshoe proceeds to pay about $2.2 million for the additional capped calls, and it expects to use the rest for general corporate purposes, including working capital, operating expenses, capital expenditures and general and administrative costs.

## Banks, advisers and counsel

Jefferies LLC, Citigroup Global Markets Inc. and Cantor Fitzgerald & Co. are the representatives of the underwriters. The filing names an affiliate of one underwriter as a counterparty to the capped calls. The 8-K and release name no counsel for the company or the underwriters.

## Who signed

Chief Financial Officer Philippe Sauvage signed the 8-K on July 6, 2026.

## The company's recent record

Nuvation Bio's annual report filed March 2, 2026 describes a global oncology company founded in 2018 by its chief executive, David Hung, M.D. It reports revenue of $62.9 million for 2025, up from $7.9 million in 2024, with a net loss of $204.6 million against $567.9 million in 2024. Cash used in operations was $173.4 million in 2025, up from $130.4 million. Year-end 2024 cash and cash equivalents were $35.7 million, with short-term investments of $467.0 million. The release lists taletrectinib (IBTROZI), a ROS1 inhibitor, safusidenib, a brain-penetrant IDH1 inhibitor, and a drug-drug conjugate program in its pipeline.

The 8-K gives no current cash balance and no share count, so it does not show how much dilution the capped calls are meant to limit. The notes are unsecured, and their conversion and settlement terms move with the stock price.

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## Companies in this story

NUVB

Nuvation Bio Inc.

NYSE · United States

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Source page: https://aibio.space/news/nuvation-bio-issues-37-5-million-more-convertible-notes-offering/. Facts in aibio.space stories are checked against company filings and releases; opinion is labelled. Cite as: aibio.space, "Nuvation Bio issues $37.5 million more convertible notes", 2026-07-06, https://aibio.space/news/nuvation-bio-issues-37-5-million-more-convertible-notes-offering/
