Panacea Acquisition Corp

$661.0 million of liquidity plus $315.6 million raised in July on a 0.75% coupon, with capped calls limiting dilution to a $10.4580 cap, funds the launch without equity issuance at $5.81. The 25% sequential product growth and the 85% TKI-naïve mix matter because first-line patients stay on therapy longer, which is what converts new starts into a durable revenue base.

Receivables and inventory both rose about 73% in six months, which is the balance-sheet signature of a commercial launch rather than a development-stage company. The revenue interest financing liability is a claim against future product sales rather than a conventional borrowing, and it appears on both sides of the current line.

Raising $287.5 million at a 0.75% coupon is exceptionally cheap money for a clinical-stage company, and the capped call purchased alongside it raises the effective conversion price so that fewer shares are ultimately issued if the stock rises. For former NUVB holders that combination — near-zero cash interest and reduced conversion dilution — is the best available financing outcome, at the cost of $2.2 million spent on the additional capped calls and a 2032 maturity ranking ahead of the equity.

This is $250 million of new convertible debt ranking as a general unsecured obligation, with conversion available before April 1, 2032 only on stated conditions — among them the shares trading above 130% of the conversion price on at least five days in the first twenty of a quarter. To permit the issue the company also amended its March 3, 2025 revenue interest financing agreement with a Sagard Healthcare entity.

The AnHeart merger already closed on April 9, 2024, so holders are not being asked to approve the deal — only the share issuances that follow it, and 27,646,255 Class A shares held by interested parties are barred from voting on that item under NYSE rules even though they will be counted in favour for Delaware purposes. Converting the Series A Preferred into Class A removes a senior instrument at the cost of adding to the 248,245,129 shares already outstanding.

The exchange ratio is approximately 0.1966 Panacea shares per Nuvation Bio share, applied to 520,023,784 Class A and Series A preferred shares — 118,869,102 Class A, 53,731,565 issuable under assumed options and equity awards, and 347,423,117 Series A preferred — and to 294,094,678 Class B shares, all expected to exist only after a planned recapitalisation of Nuvation Bio before the merger. The dual-class structure carries across into Panacea. The fee price rests on a deemed book value that includes a total stockholders' deficit, so it says nothing about the deal's valuation.

What changed: Nuvation Bio Inc. (NYSE: NUVB) furnished a press release reporting second quarter 2026 results. Total revenue was $31.7 million including $23.2 million of net product revenue for IBTROZI (taletrectinib), 25% quarter-over-quarter growth, with approximately 85% of roughly 160 new patient starts being TKI-naïve, about 30% sequential growth in that setting. Why it matters: $661.0 million of liquidity plus $315.6 million raised in July on a 0.75% coupon, with capped calls limiting dilution to a $10.4580 cap, funds the launch without equity issuance at $5.81. The 25% sequential product growth and the 85% TKI-naïve mix matter because first-line patients stay on therapy longer, which is what converts new starts into a durable revenue base.

What changed: The 10-Q filed under Commission file number 001-39351 is that of Nuvation Bio Inc. (NYSE: NUVB) for the quarter ended June 30, 2026, with 351,123,233 shares outstanding as of August 3, 2026. Cash and equivalents rose to $258,604 thousand from $164,086 thousand at December 31, 2025 and marketable securities to $402,352 thousand from $365,125 thousand, taking total current assets to $726,432 thousand and total assets to $744,503 thousand from $594,822 thousand. Accounts receivable rose to $27,826 thousand from $16,076 thousand and inventory to $19,901 thousand from $11,411 thousand. Why it matters: Receivables and inventory both rose about 73% in six months, which is the balance-sheet signature of a commercial launch rather than a development-stage company. The revenue interest financing liability is a claim against future product sales rather than a conventional borrowing, and it appears on both sides of the current line.

What changed: Nuvation Bio Inc., the Panacea Acquisition Corp successor, issued an additional $37.5 million principal amount of 0.75% Convertible Senior Notes due 2032 on July 6, 2026 on the underwriters' full exercise of the over-allotment option granted under the June 25, 2026 underwriting agreement with Jefferies, Citigroup and Cantor Fitzgerald. Total notes sold in the offering were $287.5 million, with estimated net proceeds of approximately $277.6 million after discounts, commissions and expenses. Net proceeds from the greenshoe paid about $2.2 million for additional capped call transactions. Why it matters: Raising $287.5 million at a 0.75% coupon is exceptionally cheap money for a clinical-stage company, and the capped call purchased alongside it raises the effective conversion price so that fewer shares are ultimately issued if the stock rises. For former NUVB holders that combination — near-zero cash interest and reduced conversion dilution — is the best available financing outcome, at the cost of $2.2 million spent on the additional capped calls and a 2032 maturity ranking ahead of the equity.