Nuvation Bio Inc
For the period ended Dec 31, 2024. Filed Mar 6, 2025.
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A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2024 · Filed Mar 6, 2025
NUVB$4.20-3.4%Stored close · as of Nov 10, 2026
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Item 15. Exhibits, Financial Statement Schedules
(a) The following documents are filed as part of this Annual Report on Form 10-K:
- Consolidated Financial Statements:
| Page | |
| Report of Independent Registered Public Accounting Firm (KPMG LLP, New York, NY, Auditor Firm ID: 185) | F-2 |
|---|---|
| Consolidated Balance Sheets as of December 31, 2024 and 2023 | F-4 |
| Consolidated Statements of Operations and Comprehensive Loss for the years ended December 31, 2024 and 2023 | F-5 |
| Consolidated Statements of Stockholders’ Equity as of December 31, 2024 and 2023 | F-6 |
| Consolidated Statements of Cash Flows for the years ended December 31, 2024 and 2023 | F-7 |
| Notes to Consolidated Financial Statements | F-8 |
- Consolidated Financial Statement Schedules
None.
- Exhibits
We hereby file or incorporate by reference as part of this Annual Report on Form 10-K the exhibits listed in the attached Exhibit Index.
| Incorporated by Reference | |||||
|---|---|---|---|---|---|
| ExhibitNumber | Description | Schedule/Form | File No. | Exhibit | Filing Date |
| 2.1+ | Agreement and Plan of Merger, dated October 20, 2020 | S-4/A | 333-250036 | 2.1 | January 8, 2021 |
| 3.1 | Amended and Restated Certificate of Incorporation | 8-K | 001-39351 | 3.1 | February 12, 2021 |
| 3.2 | Amended and Restated Bylaws | 8-K | 001-39351 | 3.2 | February 12, 2021 |
| 4.1 | Specimen Class A Common Stock Certificate | S-4/A | 333-250036 | 4.4 | January 8, 2021 |
| 4.2 | Specimen Warrant Certificate | S-1/A | 333-239138 | 4.4 | June 23, 2020 |
| 4.3 | Warrant Agreement, dated June 30, 2020, between Continental Stock Transfer & Trust Company and the Registrant | S-1/A | 333-239138 | 4.4 | June 23, 2020 |
| 4.4 | Description of Securities | 10-K | 001-39351 | 4.4 | March 11, 2021 |
| 10.1 | Form of PIPE Subscription Agreements | 8-K | 001-39351 | 10.1 | October 21, 2020 |
| 10.2 | Forward Purchase Agreement, dated June 30, 2020, between Registrant, EcoR1 Panacea Holdings, LLC, EcoR1 Capital Fund, L.P., EcoR1 Capital Fund Qualified, L.P. and EcoR1 Venture Opportunity Fund, L.P. | 8-K | 000-39315 | 10.7 | July 6, 2020 |
| 10.3# | 2021 Equity Incentive Plan | 8-K | 001-39351 | 10.3 | February 12, 2021 |
| 10.4# | Forms of Option Grant Notice and Option Agreement under the 2021 Equity Incentive Plan | 8-K | 001-39351 | 10.4 | February 12, 2021 |
| 10.5# | Forms of RSU Award Grant Notice and Agreement under the 2021 Equity Incentive Plan | 8-K | 001-39351 | 10.5 | February 12, 2021 |
| 10.6# | 2021 Employee Stock Purchase Plan | 8-K | 001-39351 | 10.6 | February 12, 2021 |
| 10.7# | 2019 Equity Incentive Plan, as amended, of Legacy Nuvation Bio | S-4 | 333-250036 | 10.13 | November 12, 2020 |
| 10.8# | Forms of Option Grant Notice and Option Agreement under the 2019 Equity Incentive Plan, as amended, of Legacy Nuvation Bio | S-4 | 333-250036 | 10.14 | November 12, 2020 |
| 10.9# | Form of Indemnification Agreement | S-4/A | 333-250036 | 10.8 | January 19, 2021 |
| 10.10# | Severance and Change in Control Plan | S-4/A | 333-250036 | 10.12 | January 8, 2021 |
| 10.11 | Amended and Restated Registration Rights Agreement, dated February 10, 2021, by and among the Registrant, the EcoR1 Panacea Holdings, LLC, Cowen Investments and certain other stockholders of the Registrant party thereto | 8-K | 001-39351 | 10.12 | February 12, 2021 |
| 10.12 | Letter Agreement, dated June 30, 2020, by and among the Registrant, EcoR1 Panacea Holdings, LLC, Cowen Investments, and the Registrant’s officers and directors | 8-K | 001-39351 | 10.1 | July 6, 2020 |
| 10.13 | Agreement of Lease by and between Zapco 1500 Investment, L.P. and Legacy Nuvation Bio, dated June 30, 2019 | S-4/A | 333-250036 | 10.17 | December 18, 2020 |
| 10.14† | Asset Acquisition Agreement by and between RePharmation Inc., GIRAFPHARMA LLC and David Hung, dated January 21, 2019 | S-4/A | 333-250036 | 10.19 | December 18, 2020 |
| 10.15 | Stock Restriction Agreement by and between the Legacy Nuvation Bio and David Hung, dated June 17, 2019 | S-4 | 333-250036 | 10.21 | November 12, 2020 |
| 10.16 | Form of Lock-Up Agreement | 8-K | 001-39351 | 10.6 | October 21, 2020 |
| 10.17‡ | License and Commercialization Agreement between Nippon Kayaku Co., Ltd. and AnHeart Therapeutics Inc, dated October 27, 2023. | 8-K/A | 001-39351 | 10.3 | June 20, 2024 |
| 10.18‡ | Collaboration and License Agreement between Innovent Biologics (Suzhou) Co. Ltd. and AnHeart Therapeutics Inc, dated May 31, 2021. | 8-K/A | 001-39351 | 10.1 | June 20, 2024 |
| 10.19‡ | Amendment to Collaboration and License Agreement between Innovent Biologics (Suzhou) Co. Ltd. and AnHeart Therapeutics Inc, dated November 30, 2022. | 8-K/A | 001-39351 | 10.2 | June 20, 2024 |
| 10.20‡ | License Agreement between Daiichi Sankyo Company, Limited and AnHeart Therapeutics Inc., dated December 7, 2018 | 10-Q | 001-39351 | 10.3 | May 14, 2024 |
| 10.21‡ | First Amendment to License Agreement between Daiichi Sankyo Company, Limited and AnHeart Therapeutics Inc., dated August 17, 2020 | 10-Q | 001-39351 | 10.4 | May 14, 2024 |
| 10.22‡ | License Agreement between Daiichi Sankyo Company, Limited and AnHeart Therapeutics Inc., dated September 7, 2020 | 10-Q | 001-39351 | 10.5 | May 14, 2024 |
| 10.23*‡ | Credit Agreement and Guaranty, dated March 3, 2025, among Registrant, Sagard Holdings Manager LP and other parties thereto | ||||
| 10.24*‡ | Revenue Interest Financing Agreement, dated March 3, 2025, between Registrant and Sagard Healthcare Partners (Delaware) II LP | ||||
| 14.1 | Code of Business Conduct and Ethics | 8-K | 001-39351 | 14.1 | February 12, 2021 |
| Feb | |||||
|---|---|---|---|---|---|
| 16.1 | Letter from Withum | 8-K | 001-39351 | 16.1 | February 12, 2021 |
| 19.1 | Insider Trading Policy | 10-K | 001-39351 | 19.1 | February 29, 2024 |
| 21.1* | List of Subsidiaries | ||||
| 23.1* | Consent of KPMG LLP, independent registered public accounting firm | ||||
| 24.1* | Power of Attorney (included on signature page). | ||||
| 31.1* | Certification of Chief Executive Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | ||||
| 31.2* | Certification of Chief Financial Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), | ||||
| as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |||||
|---|---|---|---|---|---|
| 32.1** · Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | |||||
| 97.1 | Incentive Compensation Recoupment Policy | 10-K | 001-39351 | 97.1 | February 29, 2024 |
| 97.2#* | Employee Incentive Plan, dated January 21, 2025 | ||||
| 101.INS | Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document. | ||||
| 101.SCH | Inline XBRL Taxonomy Extension Schema With Embedded Linkbase Documents | ||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | ||||
- Certain of the exhibits and schedules to this Exhibit have been omitted in accordance with Regulation S-K Item 601. The Registrant agrees to furnish a copy of all omitted exhibits and schedules to the SEC upon its request.
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