S-8 1 d352579ds8.htm S-8 S-8

As filed with the U.S. Securities and Exchange Commission on August 26, 2022

Registration No. 333-            

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

 

NUVATION BIO INC.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   85-0862255

(State or other jurisdiction of

incorporation or organization)

  

(I.R.S. Employer

Identification No.)

1500 Broadway, Suite 1401

New York, New York 10036

(Address of principal executive offices, including zip code)

Nuvation Bio Inc. 2021 Equity Incentive Plan

Nuvation Bio Inc. 2021 Employee Stock Purchase Plan

(Full titles of the plans)

Jennifer Fox

Chief Financial Officer

Nuvation Bio Inc.

1500 Broadway, Suite 1401

New York, New York 10036

(332) 208-6102

(Name, address and telephone number, including area code, of agent for service)

Copies to:

 

Stephen Dang

Vice President, Legal

Nuvation Bio Inc.

1500 Broadway, Suite 1401

New York, New York 10036

(332) 208-6102

  

Kenneth L. Guernsey

John T. McKenna

Melissa H. Boyd

Cooley LLP

3 Embarcadero Center, 20th Floor

San Francisco, California 94111

(415) 693-2000

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer   ☒    Accelerated filer   ☐
Non-accelerated filer   ☐    Smaller reporting company   ☐
     Emerging growth company   ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.  ☐

 

 

 

EXPLANATORY NOTE

This Registration Statement on Form S-8 is being filed for the purpose of registering an additional 9,398,093 shares of the Class A Common Stock of Nuvation Bio Inc. (the “Registrant”) to be issued pursuant to the Registrant’s 2021 Equity Incentive Plan (the “2021 Plan”) and 2,349,523 shares of the Class A Common Stock of the Registrant to be issued pursuant to the Registrant’s 2021 Employee Stock Purchase Plan (the “2021 ESPP”).

PART II

 

ITEM 3.

INCORPORATION OF DOCUMENTS BY REFERENCE

The following documents filed by the Registrant with the Securities and Exchange Commission are incorporated by reference into this Registration Statement:

(a)  The contents of and exhibits filed with the earlier registration statement on Form S-8 (File No. 333-526910) relating to the 2021 Plan and the 2021 ESPP, filed with the Securities and Exchange Commission on June 8, 2021.

(b)  The Registrant’s Annual Report on Form 10-K (the “Form 10-K”) for the year ended December 31, 2021, which includes audited financial statements for the Registrant’s latest fiscal year, filed with the Securities and Exchange Commission on February 28, 2022.

(c) The information specifically incorporated by reference into the Form 10-K from the Registrant’s definitive proxy statement relating to the Registrant’s 2022 annual meeting of stockholders, which was filed with the SEC on April 4, 2022.

(d) The Registrant’s Quarterly Reports on Form 10-Q for the quarters ended March 31, 2022 and June  30, 2022, filed with the Securities and Exchange Commission on May  9, 2022 and August 4, 2022, respectively.

(e) The Registrant’s Current Reports on Form 8-K filed with the Commission on May  17, 2022 and August 1, 2022.

(f) The description of our Class  A Common Stock which is contained in a Registration Statement on Form 8-A filed on June 26, 2020 (File No. 001-39351) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), including any amendment or report filed for the purpose of updating such description.

All other reports and documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act (other than Current Reports furnished under Item 2.02 or Item 7.01 of Form 8-K and exhibits furnished on such form that relate to such items) on or after the date of this Registration Statement and prior to the filing of a post-effective amendment to this Registration Statement which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be a part of this Registration Statement from the date of the filing of such reports and documents. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any subsequently filed document that also is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on August 26, 2022.

 

NUVATION BIO INC.
  By:  

/s/ David Hung, M.D.

    David Hung, M.D.
    Founder, President and Chief Executive Officer

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints David Hung, M.D. and Jennifer Fox, and each or any one of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitutes or substitute, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

 

Signature

   

Title

  

Date

/s/ David Hung, M.D.

David Hung, M.D.

   

President, Chief Executive Officer and Director

(Principal Executive Officer)

   August 26, 2022

/s/ Jennifer Fox

Jennifer Fox

    Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)   August 26, 2022

/s/ Daniel G. Welch

Daniel G. Welch

    Chair of the Board of Directors   August 26, 2022

/s/ Robert B. Bazemore Jr.

Robert B. Bazemore Jr.

    Director   August 26, 2022

/s/ Kim Blickenstaff

Kim Blickenstaff

    Director   August 26, 2022

/s/ Kathryn E. Falberg

Kathryn E. Falberg

    Director   August 26, 2022

/s/ Oleg Nodelman

Oleg Nodelman

    Director   August 26, 2022

/s/ W. Anthony Vernon

W. Anthony Vernon

    Director   August 26, 2022