Nuvation Bio Inc. has priced an upsized offering of $250 million aggregate principal amount of 0.75 % convertible senior notes due in 2032, increasing the original $200 million size. The transaction is expected to close on June 30, 2026.
Net proceeds are projected at approximately $241.2 million, or about $277.6 million if the underwriters exercise their overallotment option in full. Nuvation Bio plans to use the funds to cover capped‑call transaction costs, fully repay obligations under its senior secured loan agreement, and finance general corporate purposes, working capital, operating expenses, capital expenditures, and administrative costs.
The company also granted the underwriters a right to purchase an additional $37.5 million of notes.
The 0.75 % convertible senior notes are general unsecured obligations that accrue interest payable semi‑annually (January 1 and July 1) beginning January 1, 2027, and mature on July 1, 2032, unless converted, redeemed or repurchased earlier. Nuvation Bio may not redeem the notes before July 6, 2029.
Redemption is permitted at 100 % of principal plus accrued interest if the Class A stock trades at or above 130 % of the conversion price for at least 20 of 30 consecutive trading days. In any partial redemption, a minimum of $75 million of principal must remain outstanding.
Should a fundamental change occur, investors may require Nuvation Bio to repurchase all or part of the notes for cash at 100 % of principal plus accrued and unpaid interest.
To accompany the offering, Nuvation Bio entered into capped‑call transactions with an affiliate of one of the underwriters and other financial institutions, aimed at limiting dilution of Class A common stock and offsetting any cash payments beyond the principal amount upon conversion.
The initial cap price for the notes is $10.4580, reflecting an 80 % premium over the last reported sale price of the Class A stock on the New York Stock Exchange on June 25, 2026.
Financial institutions and their affiliates may continue to conduct derivative and stock transactions to manage their hedge positions after the notes are priced.
Joint book‑running managers for the offering are Jefferies LLC, Citigroup and Cantor Fitzgerald & Co.
In recent market action, NUVB traded between $1.87 and $9.75 over the past year. The stock closed Thursday at $5.81, down 10.06 % from the previous close, and is currently quoted at $5.74 in the overnight market, a 1.20 % decline.
