false 0001811063 0001811063 2023-05-16 2023-05-16 0001811063 us-gaap:CommonClassAMember 2023-05-16 2023-05-16 0001811063 us-gaap:WarrantMember 2023-05-16 2023-05-16

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 16, 2023

 

 

Nuvation Bio Inc.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   001-39351   85-0862255
(State or other jurisdiction
of incorporation)		   (Commission
File Number)		  

(I.R.S. Employer

Identification No.)

 

1500 Broadway, Suite 1401

New York, NY 10036

(Address of principal executive offices)

(332) 208-6102

(Registrant’s telephone number, including area code)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class registered

  

Trading
Symbol(s)

  

Name of each exchange
on which registered

Class A Common Stock, $0.0001 par value per share   NUVB   The New York Stock Exchange
Redeemable Warrants, each whole warrant exercisable for one share of Common Stock at an exercise price of $11.50 per share   NUVB.WS   The New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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 13(a) of the Exchange Act. ☐

 

 

 

ITEM 5.07

SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

On May 15, 2023, Nuvation Bio Inc. (the “Company”) held its 2023 Annual Meeting of Stockholders (the “Annual Meeting”) at which holders of 206,731,825 shares of the Company’s common stock (consisting of 205,731,825 shares of Class A Common Stock and 1,000,000 shares of Class B Common Stock) were present in person or by proxy, representing 94% of the Company’s Class A Common Stock and 100% of the Company’s Class B Common Stock outstanding and entitled to vote as of the record date of March 17, 2023, and constituting a quorum for transaction of business. At the Annual Meeting, the Company’s stockholders considered three proposals, each of which is described briefly below and in more detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 4, 2023 (the “Proxy Statement”). The final voting results for each proposal are set forth below.

Proposal No. 1 – Election of Directors.

The individuals listed below were elected at the Annual Meeting to serve as directors of the Company until the Company’s 2026 annual meeting of stockholders and until their successors are duly elected and qualified or until their earlier death, resignation or removal.

 

CLASS A STOCK DIRECTORS:  

FOR

  

WITHHELD

  

BROKER NON-VOTE

Mr. Robert B. Bazemore, Jr.

   140,642,378   50,106,962   14,982,485

 

CLASS B STOCK DIRECTORS:  

FOR

  

WITHHELD

  

BROKER NON-VOTE

Kim Blickenstaff

   1,000,000   0   0

Proposal No. 2 – Ratification of Independent Registered Public Accounting Firm.

The Company’s stockholders ratified the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023.

 

FOR

   

AGAINST

   

ABSTAIN

   

BROKER NON-VOTE

206,334,068    118,931    278,826    0

Proposal No. 3 – To approve, on an advisory basis, the compensation of the Company’s named executive officers as disclosed in the Proxy Statement.

The Company’s stockholders approved, on an advisory basis, the compensation of the Company’s named executive officers as disclosed in the Proxy Statement.

 

FOR

   

AGAINST

   

ABSTAIN

   

BROKER NON-VOTE

153,714,329    38,025,124    9,887    14,982,485

 

2

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Dated: May 16, 2023   NUVATION BIO INC.
    By:  

/s/ Jennifer Fox

      Name: Jennifer Fox
      Title: Chief Financial Officer

 

3

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