Nuvation Bio's convertible notes offering reaches $287.5 million after greenshoe

The option and the notes

Nuvation Bio Inc., which the release describes as a global oncology company focused on tackling some of the toughest challenges in cancer treatment, said on July 6, 2026 that the underwriters of its convertible notes offering had exercised in full their over-allotment option, also called a greenshoe. They bought an additional $37.5 million of the company's 0.75% Convertible Senior Notes due 2032. The principal amount sold in the offering is now $287.5 million, including the added notes.

The company estimates net proceeds from the whole offering at about $277.6 million, after underwriting discounts and commissions and estimated offering expenses. The release says the notes were offered and sold in a public offering under a Form S-3 shelf registration statement that became effective on March 6, 2025.

Capped calls

On July 1, 2026, in connection with the greenshoe, the company entered into additional capped call transactions. A capped call is an option contract a company buys alongside convertible notes. The cap price is $10.4580 per share, which the company says is a premium of 80.0% over the last reported sale price of its Class A common stock on the New York Stock Exchange on June 25, 2026. The capped calls are subject to adjustments under their terms.

The company used part of the greenshoe proceeds to pay about $2.2 million for those capped calls. It expects to use the rest of the net proceeds from the greenshoe for general corporate purposes, which may include working capital, operating expenses, capital expenditures and general and administrative expenses.

Banks and advisors

The release does not name the underwriters of the notes or the counterparties to the capped calls.

What the notes add to the balance sheet

The annual report for 2025, filed March 2, 2026, reports revenue of $62.9 million for 2025, against $7.9 million for 2024. The net loss was $204.6 million in 2025, down from $567.9 million in 2024. Cash used in operations was $173.4 million in 2025 and $130.4 million in 2024. Research and development expense rose to $115.1 million from $99.1 million.

The notes therefore arrive while the company is still using cash in operations. The net loss narrowed in 2025, but cash used in operations rose, and the greenshoe adds to the $287.5 million of notes due 2032.

The lead product

The annual report says the company commercially launched IBTROZI in the United States in June 2025, after the FDA approved it on June 11, 2025 for adult patients with locally advanced or metastatic ROS1-positive non-small cell lung cancer. The active ingredient is taletrectinib, and the company says the drug has also been approved in China and Japan, where Innovent Biologics (Suzhou) Co. Ltd. and Nippon Kayaku Co., Ltd sell it.

In January 2026 Nuvation announced a partnership with Eisai Co., Ltd. to commercialize taletrectinib in Europe and other territories outside the United States, China and Japan. The annual report said the company expected to submit a Marketing Authorization Application to the European Medicines Agency with Eisai in the first half of 2026. It also says taletrectinib is still being evaluated in two single-arm Phase 2 pivotal studies, TRUST-I in China and the global TRUST-II, and in a confirmatory Phase 3 study against crizotinib in China, TRUST-III.

What the release leaves open

The release does not give the conversion price of the notes or the initial conversion rate. It also does not say how much of the $277.6 million in net proceeds the company expects to spend on operations over the next year. The release states the $10.4580 cap price only as an 80.0% premium to the June 25, 2026 sale price and does not give that sale price.

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