Nuvation Bio Inc

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Stockholders and the Board of Directors

Nuvation Bio Inc.:

Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated balance sheets of Nuvation Bio Inc. and subsidiaries (the Company) as of December 31, 2024 and 2023, the related consolidated statements of operations and comprehensive loss, stockholders’ equity, and cash flows for the years then ended, and the related notes (collectively, the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and the results of its operations and its cash flows for the years then ended, in conformity with U.S. generally accepted accounting principles.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB.Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of a critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Sufficiency of audit evidence over accounting for the acquisition of AnHeart Therapeutics Ltd.

As described in Note 3 to the consolidated financial statements, on April 9, 2024, the Company completed its acquisition of AnHeart Therapeutics Ltd. (the Acquisition). On the acquisition date, the Company issued to AnHeart securityholders (i) Class A Common Stock, (ii) Series A non-voting convertible preferred stock, and (iii) warrants. The Company accounted for the transaction as an asset acquisition since the lead asset represented substantially all of the fair value of the gross assets acquired. At the acquisition date, the company recorded a $425.1 million charge representing an acquired in-process research and development asset with no alternative future use. The Company also recorded $25.8 million of assets acquired primarily consisting of cash and liabilities assumed of $53.7 million.

We identified the sufficiency of audit evidence over the accounting for the Acquisition as a critical audit matter. Subjective auditor judgment and an increased extent of effort was required to evaluate the sufficiency of audit evidence over accounting for the Acquisition due to the complexity involved in interpreting and applying the guidance for the accounting treatment as an asset acquisition, including impact of the fair value of certain acquired assets on the accounting conclusion, and the accounting for stock transactions associated with the Acquisition.

The following are the primary procedures we performed to address this critical audit matter. We applied auditor judgment to determine the nature and extent of procedures to be performed over the accounting for the Acquisition. We evaluated the design of certain controls related to the Company's accounting for the Acquisition. We performed sensitivity analyses over the fair value conclusions for certain assets acquired to assess the impact on the Company’s asset acquisition conclusion and the resulting purchase price allocation. We involved professionals with specialized skills and knowledge, who assisted in:

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inspecting the AnHeart Merger Agreement to understand the terms and conditions that were relevant to the accounting for the Acquisition and related stock transactions

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inspecting the Company's accounting analysis for the Acquisition and evaluating whether the Company’s analysis considered all relevant terms and conditions

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evaluating whether the Company’s conclusion of the Acquisition’s treatment as an asset acquisition is in accordance with the relevant accounting guidance

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evaluating whether the Company’s accounting analysis for the stock transactions related to the Acquisition is in accordance with the relevant accounting guidance

We evaluated the sufficiency of audit evidence obtained related to the accounting for the Acquisition by evaluating the cumulative results of procedures performed.

/s/ KPMG LLP

We have served as the Company’s auditor since 2019.

New York, New York

March 6, 2025