PANA Panacea Acquisition Corp

On August 1, 2022, the Company committed to and commenced a restructuring to reduce operating costs and better align its workforce with the needs of its business following the discontinuation of clinical development of NUV-422. The restructuring is expected to be completed in the third quarter of 2022.

Under the restructuring plan, the Company is reducing its workforce by 30 employees (approximately 35%). The Company expects that the workforce reduction will decrease its annual operating costs by approximately $11.8 million.

In connection with the restructuring, the Company estimates that it will incur aggregate restructuring charges of approximately $5.8 million, which will be recorded primarily in the third quarter of 2022, related to severance payments and other employee-related costs, and contract termination costs. The cash payments related to the personnel-related restructuring and contract termination costs will be paid primarily during the third quarter of 2022. The charges that the Company expects to incur in connection with the workforce reduction and contract terminations are subject to a number of assumptions, and actual results may differ materially. The Company may also incur additional costs not currently contemplated due to events that may occur as a result of, or that are associated with, the workforce reduction.

This Item 2.05 contains forward-looking statements, including, but not limited to, statements related to the expected costs associated with termination benefits and the financial impact of the reduction in force. These forward-looking statements are based on the Company’s current expectations and inherently involve significant risks and uncertainties. The Company’s actual results and the timing of events could differ materially from those anticipated in such forward-looking statements as a result of these risks and uncertainties, which include, without limitation, risks related to cost reduction efforts. In addition, the Company’s workforce reduction costs may be greater than anticipated and the workforce reduction may have an adverse impact on the Company’s development activities. Risks and uncertainties facing the Company are described more fully in its Form 10-Q filed with the Securities and Exchange Commission (the “SEC”) on May 9, 2022, under the heading “Risk Factors,” and other documents that the Company has filed or will file with the SEC. You are cautioned not to place undue reliance on the forward-looking statements, which speak only as of the date of this Item 2.05. The Company disclaims any obligation or undertaking to update, supplement or revise any forward-looking statements contained in this Item 2.05.