{"url_path":"/sec/nuvb/8-k/2026-06-30/item-8-01","section_key":"item-8-01","section_title":"Item 8.01 Other Events.","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-06-30","source_url":"https://www.sec.gov/Archives/edgar/data/1811063/0001193125-26-290823-index.html","accession_number":"0001193125-26-290823","cik":"0001811063","ticker":"NUVB","issuer_name":"Nuvation Bio Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1811063/0001193125-26-290823-index.html","primary_entity_key":"0001811063","primary_entity_name":"Nuvation Bio Inc."},"word_count":445,"has_tables":true,"body_markdown":"Item 8.01 Other Events.\n\nOn June 25, 2026, the Company entered into the Underwriting Agreement with the Underwriters, pursuant to which the Company agreed to sell $250.0 million aggregate principal amount of Notes and, at the option of the Underwriters, up to an additional $37.5 million aggregate principal amount of Notes, solely to cover over-allotments.\n\nThe Underwriting Agreement includes customary representations, warranties and covenants. Under the terms of the Underwriting Agreement, the Company has agreed to indemnify the Underwriters against certain liabilities, including liabilities under the Securities Act, or contribute to payments that the Underwriters may be required to make in respect of those liabilities.\n\nThe foregoing description of the Underwriting Agreement is qualified in its entirety by the copy thereof which is attached as Exhibit 1.1 and incorporated herein by reference.\n\n \n\n4\n\nIn connection with the Offering, the Company is filing the opinion and consent of its counsel, Cooley LLP, regarding the validity of the securities registered in the Offering, as Exhibits 5.1 and 23.1 hereto, respectively.\n\nOn June 25, 2026, the Company issued a press release announcing the proposed Offering. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.\n\nOn June 25, 2026, the Company issued a press release announcing the pricing of the Notes. A copy of the press release is attached hereto as Exhibit 99.2 and is incorporated herein by reference.\n\nForward-Looking Statements\n\nThis Current Report on Form 8-K contains certain “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended, including, without limitation, statements regarding the Company’s expectations regarding the use of the remaining net proceeds from the Offering. These forward-looking statements are based on the Company’s current assumptions, expectations and beliefs and are subject to substantial risks, uncertainties, assumptions and changes in circumstances that may cause the Company’s plans to differ materially from those expressed or implied in any forward-looking statement. These risks include, but are not limited to, market risks, trends, and conditions, and those risks described in the Company’s filings with the SEC from time to time, particularly under the caption “Risk Factors,” including the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2026. Copies of these documents may be obtained by visiting the SEC’s website at www.sec.gov. These forward-looking statements represent the Company’s estimates and assumptions only as of the date of this Current Report on Form 8-K. The Company assumes no obligation to update such forward-looking statements to reflect events that occur or circumstances that exist after the date on which they were made, except as required by law."}