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, 2025 and 2024, 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, 2025 and 2024, 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.

Accounting for the Sagard revenue interest financing arrangement

As described in Note 5 to the consolidated financial statements, the Company entered into a Revenue Interest Financing Agreement (the Financing Agreement) with Sagard Healthcare Partners (Delaware) II LP (the Investor), pursuant to which the Investor paid the Company $150 million (the Investment Amount) on June 25, 2025, following the FDA’s approval of IBTROZI. In exchange for the Investment Amount, the Company has agreed to make tiered royalty payments to the Investor on U.S. net sales of IBTROZI. The Company accounted for the transaction as debt at the time the funding occurred and at amortized cost using the effective interest method. The Company will use the prospective method to account for changes in the effective interest rate arising from changes in the estimates of the revenue stream from the royalties. At the funding date, the Company recorded a $150.0 million liability.

We identified the accounting for the Financing Agreement as a critical audit matter. Subjective auditor judgment was required to evaluate judgments applied by management in determining the appropriate accounting treatment due to the complexity involved in interpreting and applying the guidance for the accounting treatment as debt and evaluation of the contract terms and conditions, including embedded features, within the Financing Agreement.

The following are the primary procedures we performed to address this critical audit matter. We evaluated the design of certain internal controls related to management’s accounting analysis process, including a control related to management’s assessment of the terms and conditions of the Sagard arrangement. We inspected the Financing Agreement to identify and understand the terms and conditions that were relevant to the accounting for the transaction. We inspected the Company's accounting analysis for the transaction and evaluated whether the Company’s analysis considered all relevant terms and conditions, including embedded features. We evaluated whether the Company’s conclusion of the transaction’s treatment as debt and conclusions over embedded features are in accordance with the relevant accounting guidance.

/s/ KPMG LLP

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

New York, New York

March 2, 2026