Nuvation Bio prices $250M convertible notes offering due 2032

Nuvation Bio Inc. (NYSE: NUVB) has priced an underwritten offering of $250.0 million in aggregate principal amount of 0.75% Convertible Senior Notes due 2032, according to a company statement. The offering was increased from an initially announced size of $200.0 million.

The notes are expected to close June 30, 2026, subject to customary closing conditions. Nuvation Bio also granted underwriters the option to purchase up to an additional $37.5 million in notes within 30 days to cover any over-allotments.

The company estimates net proceeds of approximately $241.2 million, or approximately $277.6 million if the over-allotment option is exercised in full, after deducting underwriting discounts, commissions, and estimated expenses.

Nuvation Bio said it plans to use proceeds to pay for capped call transactions, repay its senior secured loan agreement in full, and fund general corporate purposes including working capital and operating expenses.

The notes carry an initial conversion rate of 127.4941 shares of Class A common stock per $1,000 principal amount, equivalent to a conversion price of approximately $7.84 per share. That represents a 35% premium to the stock's last reported sale price on the New York Stock Exchange on June 25, 2026. The notes mature July 1, 2032, unless earlier converted, redeemed, or repurchased.

Nuvation Bio entered into capped call transactions concurrently with the pricing, with a cap price of $10.4580 per share, representing an 80% premium over the June 25 closing price. The transactions are intended to reduce potential dilution upon conversion of the notes.

Jefferies LLC, Citigroup, and Cantor Fitzgerald & Co. are acting as joint bookrunning managers. RBC Capital Markets, LLC is acting as bookrunner.

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