Nuvation Bio Inc. (NYSE:NUVB) entered into an Agreement and Plan of Merger to acquire AnHeart Therapeutics Ltd. on March 24, 2024. Nuvation Bio entered into a definitive agreement for Nuvation Bio to acquire AnHeart in an all-stock transaction. At the closing of the Acquisition, Nuvation Bio will issue to the AnHeart securityholders, in exchange for all outstanding AnHeart shares, options, and other securities, approximately 43,590,197 shares of Nuvation Bio?s Class A common stock (inclusive of the shares of Class A common stock underlying the AnHeart equity awards to be assumed by Nuvation Bio), 851,212 shares of Nuvation Bio?s Series A Non-Voting Convertible Preferred Stock, and warrants collectively exercisable for 2,893,731 shares of Nuvation Bio?s Class A common stock at an exercise price of $11.50 per share. Subject to approval by the Nuvation Bio stockholders (the Nuvation Bio Stockholder Approval), each share of Series A Non-Voting Convertible Preferred Stock issued by Nuvation Bio in the Acquisition will initially be convertible into 100 shares of Class A common stock. Additionally, the warrants issued in the Acquisition will be restricted until receipt of the Nuvation Bio Stockholder Approval. Any shareholders of AnHeart who are not accredited investors will receive cash for their AnHeart shares in lieu of receiving Nuvation Bio securities. Immediately following the closing of the Acquisition, the former shareholders of AnHeart will own approximately 33% and the current stockholders of Nuvation Bio will own approximately 67% of Nuvation Bio on a fully diluted basis. Nuvation Bio will continue to be led by its current management team, including David Hung, M.D., its Founder, Chief Executive Officer, and President, and expects AnHeart?s employees in China and the United States to join the Nuvation Bio team. Following the closing of the Acquisition, Min Cui, Ph.D., Founder and Managing Director of Decheng Capital, an investor in AnHeart, and Junyuan Jerry Wang, Ph.D., Co-Founder and Chief Executive Officer of AnHeart, will join the Nuvation Bio board of directors.

The Acquisition, which has been unanimously approved by the board of directors of each company and is subject to approval by AnHeart?s shareholders and other customary closing conditions, will position Nuvation Bio as a late-stage global oncology company with multiple programs in clinical development. The holders of approximately 90% of AnHeart?s outstanding shares have entered into voting agreements, pursuant to which they have agreed to, among other matters, vote in favor of the Acqusition. The closing of the Acquisition does not require the approval of the Nuvation Bio stockholders. Nuvation Bio and AnHeart intend that the Acquisition will qualify as a tax-free reorganization. The Acquisition is expected to close in the second quarter of 2024. Evercore is acting as Nuvation Bio?s exclusive financial advisor and Kenneth L. Guernsey of Cooley LLP is acting as legal counsel, alongside Shannon Reaney of Morrison & Foerster LLP as intellectual property counsel, Haiwen & Partners as Chinese legal counsel, and Conyers as Cayman Islands legal counsel. Yasin Keshvargar, Kara L. Mungovan, Travis Triano, David R. Bauer and Lee Hochbaum of Davis Polk & Wardwell LLP acting as legal counsels for AnHeart, alongside Fangda Partners as Chinese legal counsel and Walkers (Cayman) LLP as Cayman Islands legal counsel.

Nuvation Bio Inc. (NYSE:NUVB) completed the acquisition of AnHeart Therapeutics Ltd. on April 9, 2024.