Nuvation Bio Inc. — Director's Dealing 2024

Sep 5, 2024

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Nuvation Bio Inc. (NUVB)
CIK: 0001811063
Period of Report: 2024-09-03

Reporting Person: Cui Xiangmin (N/A)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2024-09-04	Class A Common Stock	C	967100	—	Acquired	1281206	Indirect
2024-09-04	Class A Common Stock	C	5157900	—	Acquired	7611031	Indirect
2024-09-04	Class A Common Stock	C	12879200	—	Acquired	17062202	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2024-09-03	Series A Preferred Stock	$	A	9671	Acquired		Class A Common Stock (967100)	Indirect
2024-09-03	Series A Preferred Stock	$	A	51579	Acquired		Class A Common Stock (5157900)	Indirect
2024-09-03	Series A Preferred Stock	$	A	128792	Acquired		Class A Common Stock (12879200)	Indirect
2024-09-03	Warrants (Right to Buy)	$11.50	A	32877	Acquired	2029-04-09	Class A Common Stock (32877)	Indirect
2024-09-03	Warrants (Right to Buy)	$11.50	A	175346	Acquired	2029-04-09	Class A Common Stock (175346)	Indirect
2024-09-03	Warrants (Right to Buy)	$11.50	A	437834	Acquired	2029-04-09	Class A Common Stock (437834)	Indirect
2024-09-04	Series A Preferred Stock	$	C	9671	Disposed		Class A Common Stock (967100)	Indirect
2024-09-04	Series A Preferred Stock	$	C	51579	Disposed		Class A Common Stock (5157900)	Indirect
2024-09-04	Series A Preferred Stock	$	C	128792	Disposed		Class A Common Stock (12879200)	Indirect

Footnotes

F1: In accordance with the Certificate of Designation of Preferences, Rights and Limitations of the Series A Non-Voting Convertible Preferred Stock (the "Series A Preferred Stock"), these shares of Series A Preferred Stock were automatically converted to Class A common stock based on the conversion ratio described in footnote 5, for no additional consideration, effective as of 5:00 p.m. Eastern time on September 4, 2024, the first business day following the satisfaction of the Convertibility Condition (as defined in footnote 6).

F2: These securities are owned directly by Decheng Capital China Life Sciences USD Fund III, L.P. ("Fund III"). The Reporting Person is the manager of Decheng Capital Management III (Cayman), LLC, the general partner of Fund III. The Reporting Person disclaims beneficial ownership of these securities, except to the extent of his pecuniary interest therein.

F3: These securities are owned directly by Decheng Capital Global Healthcare Fund (Master), LP ("Healthcare"). The Reporting Person is the indirect managing member and ultimate beneficial owner of Decheng Capital Global Healthcare GP, LLC, the general partner of Healthcare. The Reporting Person disclaims beneficial ownership of these securities, except to the extent of his pecuniary interest therein.

F4: These securities are owned directly by Decheng Anbio Limited ("SPV"). The Reporting Person is a director of SPV. The Reporting Person disclaims beneficial ownership of these securities, except to the extent of his pecuniary interest therein.

F5: Upon satisfaction of the Convertibility Condition, each share of Series A Preferred Stock became automatically convertible into 100 shares of Class A common stock, for no additional consideration, effective as of 5:00 p.m. Eastern time on September 4, 2024.

F6: The Series A Preferred Stock and Warrants were originally acquired on April 9, 2024. Upon issuance, the Series A Preferred Stock was not convertible into, and the Warrants were not exercisable for, Class A common stock until the Issuer's stockholders approved the issuance of the Class A common stock issuable upon conversion of the Series A Preferred Stock and exercise of Warrants (the "Convertibility Condition"). Because of the Convertibility Condition, the Series A Preferred Stock and the Warrants were not considered derivative securities and were, therefore, not reportable under Section 16 of the Securities Exchange Act, until such condition was satisfied. The Convertibility Condition was satisfied on September 3, 2024.

F7: Received pursuant to the Agreement and Plan of Merger and Reorganization, dated as of March 24, 2024, by and among the Issuer, AnHeart Therapeutics Ltd. ("AnHeart"), Artemis Merger Sub I, Ltd., a wholly owned subsidiary of the Issuer ("Merger Sub I"), and Artemis Merger Sub II, Ltd., a wholly owned subsidiary of the Issuer ("Merger Sub II"), whereby Merger Sub I merged with and into AnHeart, with AnHeart surviving such merger as a direct, wholly owned subsidiary of the Issuer (the "First Merger"). Immediately following the First Merger, AnHeart, as the surviving company of the First Merger, merged with and into Merger Sub II, with Merger Sub II surviving such merger as a direct, wholly owned subsidiary of the Issuer.

F8: Upon satisfaction of the Convertibility Condition, the Warrants became exercisable for Class A common stock at any time at the option of the holder.