Nuvation Bio Inc-A美股招股说明书(2026-06-25版)

% Convertible Senior Notes due 2032 We are offering $200,000,000 principal amount of our% Convertible Senior Notes due 2032 (the “notes”). The notes will bear interestat a rate of% per year, payable semiannually in arrears on January1 and July1 of each year, beginning on January1, 2027. The noteswill mature on July1, 2032 unless earlier converted, redeemed or repurchased. Holders may convert all or any portion of their notes at their option at any time prior to the close of business on the business day immediatelypreceding April1, 2032 only upon satisfaction of one or more of the following conditions: (1)at any time during the 30 consecutive tradingday period beginning on, and including, the 21st trading day of any calendar quarter commencing after the calendar quarter ending onSeptember30, 2026, if the last reported sale price of our ClassA common stock, par value $0.0001 per share (our “Class A common stock”),exceeds 130% of the conversion price for each of at least five trading days (whether or not consecutive) during the first 20 consecutive tradingdays of such calendar quarter; (2)during the five business day period after any ten consecutive trading day period (the “measurement period”)in which the “trading price” (as defined in this prospectus supplement) per $1,000 principal amount of notes for each trading day of themeasurement period was less than 98% of the product of the last reported sale price of our ClassA common stock and the conversion rate oneach such trading day; (3)if we call such notes for redemption, at any time prior to the close of business on the second scheduled trading dayimmediately preceding the redemption date, but only with respect to the notes called (or deemed called) for redemption; or (4)upon theoccurrence of specified corporate events. On or after April1, 2032 until the close of business on the second scheduled trading day immediatelypreceding the maturity date, holders may convert all or any portion of their notes at their option at any time, regardless of the foregoingconditions. Upon conversion, we will pay or deliver, as the case may be, cash, shares of our ClassA common stock or a combination of cashand shares of our ClassA common stock, at our election, as described in this prospectus supplement. The conversion rate will initially beshares of ClassA common stock per $1,000 principal amount of notes (equivalent to an initialconversion price of approximately $per share of ClassA common stock). The conversion rate will be subject to adjustment in someevents but will not be adjusted for any accrued and unpaid interest. In addition, following certain corporate events that occur prior to thematurity date or if we deliver a notice of redemption, we will, in certain circumstances, increase the conversion rate for a holder who elects toconvert its notes in connection with such a corporate event or convert its notes called (or deemed called) for redemption during the relatedredemption period (as defined in this prospectus supplement), as the case may be. We may not redeem the notes prior to July6, 2029. We may redeem for cash all or any portion of the notes (subject to the partial redemptionlimitation described in this prospectus supplement), at our option, on a redemption date on or after July6, 2029 if the last reported sale price ofour ClassA common stock has been at least 130% of the conversion price then in effect for at least 20 trading days (whether or notconsecutive) during any 30 consecutive trading day period (including the last trading day of such period) ending on, and including, the tradingday immediately preceding the date on which we provide the related notice of redemption. The redemption price for any redemption will be100% of the principal amount of the notes to be redeemed,plusaccrued and unpaid interest to, but excluding, the relevant redemption date. Nosinking fund is provided for the notes. The information in this preliminary prospectus supplement is not complete and may be changed. A registration statement relating to these securities hasbeen filed with the Securities and Exchange Commission and is effective. This preliminary prospectus supplement and the accompanying prospectus arenot an offer to sell nor do they seek an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.If we undergo a “fundamental change” (as defined in this prospectus supplement), then, subject to certain conditions and except as described inthis prospectus supplement, holders may require us to repurchase for cash all or any portion of their notes at a fundamental change repurchaseprice equal to 100% of the principal amount of the notes to be repurchased, plus accrued and unpaid interest to, but excluding, the fundamentalchange repurchase date. Table of Contents The notes will be our general unsecured obligations and will rank senior in right of payment to all of our indebtedness that is expressly subordinated in right of paymentto the n