aibioNuvation Bio proposes $200.0 million convertible notes offering
Tickers NUVB
Nuvation Bio plans $200.0 million of notes due 2032 and expects to use the proceeds to repay its senior secured loan and pay for capped calls. The rate and conversion price are not set until pricing.
Key facts
- Company
- Nuvation Bio Inc. (NYSE: NUVB)
- News type
- Debt Financing
- Primary source
- Nuvation Bio Inc. 8-K (2026-06-30)
The offering and what it would repay
Nuvation Bio Inc. (NYSE: NUVB) said on June 25, 2026 that it intends to offer $200.0 million of Convertible Senior Notes due in 2032 in an underwritten offering, subject to market conditions. The underwriters would also have a 30-day option to purchase up to an additional $30.0 million of notes, solely to cover over-allotments.
The notes would be general unsecured obligations of the company and would mature on July 1, 2032, unless converted, redeemed or repurchased earlier. Interest would be paid twice a year. The interest rate and initial conversion rate will be set only at pricing.
The company expects to use the net proceeds for capped call transactions, for the repayment in full of all obligations under its senior secured loan agreement, and for general corporate purposes. The announcement does not name the lender or agent under that loan, and it gives no balance or rate for it.
On conversion, the company may pay or deliver cash, shares of its Class A common stock, or a combination of the two, at its election.
Who is named on the deal
Jefferies LLC, Citigroup Global Markets Inc. and Cantor Fitzgerald & Co. are joint bookrunning managers. RBC Capital Markets, LLC is acting as bookrunner. The capped calls will be entered into with one or more of the underwriters or their affiliates and/or other financial institutions. The release names no legal counsel for the company or the underwriters.
The notes are offered under a Form S-3 shelf registration statement (File No. 333-285621) that became effective automatically on March 6, 2025. The company says the capped calls are expected to reduce potential dilution on conversion, but only up to a cap.
The release also warns that the option counterparties may trade the stock around pricing, including with investors in the notes. It says this activity "could increase (or reduce the size of any decrease in) the market price" of the shares or the notes, and that it could affect a noteholder's ability to convert.
Taletrectinib, the trial record and the partners
The company's approved product is taletrectinib, sold as IBTROZI. The U.S. Food and Drug Administration approved it on June 11, 2025 for adults with locally advanced or metastatic ROS1-positive non-small cell lung cancer, and the company launched it in the U.S. that June. Japan and China have also approved it. Nippon Kayaku commercializes it in Japan, and Innovent Biologics does so in China under the brand name DOVBLERON. In January 2026 Eisai agreed to commercialize it in Europe and other territories outside the U.S., China and Japan.
The trial record is thinner than the approval list suggests. TRUST-I in China and TRUST-II, a global study, are single-arm Phase 2 pivotal studies, which means they have no control group. TRUST-III, a randomized Phase 3 study against crizotinib in China, is described as confirmatory. TRUST-IV, a placebo-controlled Phase 3 study in resected early-stage disease, enrolled its first patient in September 2025. The annual report's business overview gives no results from any of these studies.
The annual report filed in March 2026 said the company expected to submit a marketing application to the European Medicines Agency in the first half of 2026. The June 25 release does not say whether it did.
Losses, cash burn and the balance sheet
Revenue reached $62.9 million in 2025, up from $7.9 million in 2024. Research and development expense rose to $115.1 million from $99.1 million. The company reported a net loss of $204.6 million for 2025, compared with $567.9 million in 2024.
Cash used in operations rose to $173.4 million in 2025 from $130.4 million in 2024. For year-end 2024, the company reported $35.7 million in cash and cash equivalents and $467.0 million in short-term investments.
The offering would refinance the secured loan with unsecured notes that can convert into shares. Note holders would carry the company's unsecured credit risk, and existing shareholders could face dilution if the notes convert.