Nuvation Bio Inc. Announces Full Exercise of Greenshoe Option in $287.5 Million Convertible Senior Notes Offering

Rhea-AI Summary

Nuvation Bio (NYSE: NUVB) reported full exercise of underwriters’ $37.5 million greenshoe option in its 0.75% Convertible Senior Notes due 2032 offering. Total aggregate principal reached $287.5 million. Nuvation Bio expects net proceeds of about $277.6 million after fees and expenses.

The company entered additional capped call transactions with a $10.4580 cap price, an 80% premium to the June 25, 2026 share price, spending approximately $2.2 million. Remaining proceeds are earmarked for general corporate purposes, including working capital and operating needs.

Positive

• Total convertible senior notes issuance increased to $287.5 million after greenshoe exercise
• Estimated net proceeds of approximately $277.6 million to fund corporate purposes
• Underwriters’ full $37.5 million greenshoe exercise may signal strong offering demand
• Additional capped calls with $10.4580 cap, 80% above June 25, 2026 share price

Negative

• New $287.5 million 0.75% Convertible Senior Notes due 2032 increase overall debt obligations
• Approximately $2.2 million of proceeds from greenshoe used to pay capped call costs

News Market Reaction – NUVB

+1.25%

3 alerts

+1.25% Session close to close

-8.2% Trough Tracked

$1.98B Market Cap

0.6x Rel. Volume

In the Jul 7 session, NUVB gained 1.25%, reflecting a mild positive market reaction. Argus tracked a trough of -8.2% from its starting point during tracking. Our momentum scanner triggered 3 alerts that day, indicating moderate trading interest and price volatility.

Data tracked by StockTitan Argus on the day of publication.

Market Context

The full greenshoe exercise lifts the 2032 convertible note deal to $287.5 million, with $277.6 mill...

Analysis

The full greenshoe exercise lifts the 2032 convertible note deal to $287.5 million, with $277.6 million in estimated net proceeds and capped calls set at a high premium cap, leaving investors to weigh dilution against added balance-sheet flexibility.

Key Figures

Greenshoe notes issued: $37.5 million Total notes offering size: $287.5 million Coupon rate: 0.75% +5 more

8 metrics

Greenshoe notes issued $37.5 million Additional 0.75% Convertible Senior Notes due 2032 from greenshoe exercise

Total notes offering size $287.5 million Aggregate principal amount of 0.75% Convertible Senior Notes due 2032

Coupon rate 0.75% Interest rate on Convertible Senior Notes due 2032

Capped call cap price $10.4580 Cap price on additional capped call transactions linked to Class A common stock

Premium to stock price 80.0% Capped call cap price premium over June 25, 2026 share price

Estimated net proceeds $277.6 million Net proceeds from notes offering inclusive of greenshoe

Additional capped call cost $2.2 million Cost of additional capped call transactions funded from greenshoe proceeds

Notes maturity year 2032 Maturity of 0.75% Convertible Senior Notes

Previous Offering Reports

2 past events · Latest: Jun 25 (Negative)

Same Type Pattern 2 events

Date	Event	Sentiment	24h Move	Catalyst
Jun 25	Notes offering pricing	Negative	-2.8%	Priced upsized $250M 0.75% 2032 convertible notes with $37.5M greenshoe.
Jun 25	Notes offering launch	Negative	-10.1%	Announced proposed $200M 2032 convertible notes with $30M over-allotment option.

24h Move is the share-price change in the day after each event; other market factors may also have contributed.

Pattern Detected

Recent convertible note offerings for this company have tended to see negative next-day price reactions.

Key Terms

over-allotment option, convertible senior notes, capped call transactions, registration statement on form s-3

4 terms

over-allotment option financial

"the underwriters have exercised in full their over-allotment option"

An over-allotment option is a special agreement that allows underwriters to sell more shares than initially planned if demand is high. Think of it like a retailer offering extra units of a popular product to meet additional customer interest. This option helps ensure the full sale is completed and can also give investors extra shares if they want more.

convertible senior notes financial

"aggregate principal amount of its 0.75% Convertible Senior Notes due 2032"

Convertible senior notes are a type of loan that a company issues to investors, which can be turned into company shares later on. They are called "senior" because they are paid back before other debts if the company runs into trouble. This allows investors to earn interest like a loan but also have the chance to own part of the company if its value rises.

capped call transactions financial

"entered into additional capped call transactions with a cap price of $10.4580"

Capped call transactions are agreements where investors buy options that give them the chance to benefit if a stock's price goes up, but with a limit on how much they can gain. This helps protect them from paying too much if the stock's price rises a lot, similar to having a maximum limit on a reward. They matter because they help investors manage risk while still allowing some upside potential.

registration statement on form s-3 regulatory

"sold in a public offering pursuant to a registration statement on Form S-3"

A registration statement on Form S‑3 is a short, standardized filing a qualified public company uses to register new securities with regulators so they can be sold to investors; think of it as a pre-approved, reusable permission slip that speeds up future offerings. It matters to investors because it lets the company raise money more quickly and cheaply — which can fund growth or pay debt — but may also lead to share dilution or change in ownership, so it affects value and liquidity.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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NEW YORK, July 6, 2026 /PRNewswire/ -- Nuvation Bio Inc. ("Nuvation Bio") (NYSE: NUVB), a global oncology company focused on tackling some of the toughest challenges in cancer treatment, today announced that the underwriters have exercised in full their over-allotment option (the "Greenshoe Exercise") to purchase an additional $37.5 million aggregate principal amount of its 0.75% Convertible Senior Notes due 2032 (the "Notes").  The aggregate principal amount of Notes sold in the offering was $287.5 million, inclusive of the $37.5 million aggregate principal amount of Notes issued pursuant to the Greenshoe Exercise.

On July 1, 2026, in connection with the Greenshoe Exercise, Nuvation Bio entered into additional capped call transactions with a cap price of $10.4580, which represents a premium of 80.0% over the last reported sale price of the Class A common stock on the New York Stock Exchange on June 25, 2026, and is subject to certain adjustments under the terms of the capped call transactions.

The Notes were offered and sold in a public offering pursuant to a registration statement on Form S-3 (File No. 333-285621) filed with the Securities and Exchange Commission, which automatically became effective on March 6, 2025.

Nuvation Bio estimates that the net proceeds from the offering, inclusive of the Notes issued pursuant to the Greenshoe Exercise, will be approximately $277.6 million, after deducting the underwriting discounts and commissions and the estimated offering expenses payable by Nuvation Bio. Nuvation Bio used the net proceeds from the Greenshoe Exercise to pay the approximately $2.2 million cost of the additional capped call transactions described above and expects to use the remaining net proceeds from the Greenshoe Exercise for general corporate purposes, which may include working capital, operating expenses, capital expenditures and general and administrative expenses.

About Nuvation Bio

Nuvation Bio is a global oncology company focused on tackling some of the toughest challenges in cancer treatment with the goal of developing therapies that create a profound, positive impact on patients' lives. Nuvation Bio's diverse pipeline includes taletrectinib (IBTROZI®), a next-generation ROS1 inhibitor; safusidenib, a brain-penetrant IDH1 inhibitor; and an innovative drug-drug conjugate (DDC) program.

Forward-Looking Statements
The information set forth in this press release contains certain "forward-looking statements," within the meaning of Section 27A of the Securities Act of 1933, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements are sometimes accompanied by words such as "believe," "may," "will," "estimate," "continue," "anticipate," "intend," "expect," "should," "would," "plan," "predict," "potential," "seem," "seek," "future," "outlook" and similar expressions that predict or indicate future events or trends or that are not statements of historical matters.  These forward-looking statements include, but are not limited to, the anticipated use of proceeds from the offering. These forward-looking statements are based on Nuvation Bio's current assumptions, expectations and beliefs and are subject to substantial risks, uncertainties, assumptions and changes in circumstances that may cause Nuvation Bio's actual results, performance or achievements to differ materially from those expressed or implied in any forward-looking statement. These risks include those that are discussed under the heading "Risk Factors" in Nuvation Bio's Quarterly Report on Form 10-Q for the quarter ended March 31, 2026, and other filings made with the Securities and Exchange Commission. You should not place undue reliance on forward-looking statements in this press release, which speak only as of the date they are made and are qualified in their entirety by reference to the cautionary statements herein.

Media and Investor Contacts 
Nuvation Bio Investor Contact
JR DeVita
ir@nuvationbio.com

Nuvation Bio Media Contact
Kaitlyn Nealy
media@nuvationbio.com

View original content to download multimedia:https://www.prnewswire.com/news-releases/nuvation-bio-inc-announces-full-exercise-of-greenshoe-option-in-287-5-million-convertible-senior-notes-offering-302818744.html

SOURCE Nuvation Bio, Inc.

FAQ

What did Nuvation Bio (NYSE: NUVB) announce about its greenshoe option on July 6, 2026?

Nuvation Bio announced that underwriters fully exercised a $37.5 million greenshoe option on its 0.75% Convertible Senior Notes due 2032. According to Nuvation Bio, this raised the total aggregate principal of the convertible notes offering to $287.5 million, including the additional notes.

How large is Nuvation Bio’s 0.75% Convertible Senior Notes due 2032 offering after the greenshoe exercise?

After the greenshoe exercise, Nuvation Bio’s convertible notes offering totals $287.5 million in aggregate principal. According to Nuvation Bio, this figure includes the initial issuance plus the additional $37.5 million of notes purchased through the fully exercised over-allotment option.

What net proceeds will Nuvation Bio (NUVB) receive from its $287.5 million convertible notes offering?

Nuvation Bio estimates net proceeds of about $277.6 million from the convertible notes offering. According to Nuvation Bio, this amount is after deducting underwriting discounts, commissions and estimated offering expenses associated with both the base issuance and greenshoe notes.

How will Nuvation Bio use the proceeds from the greenshoe exercise of its convertible notes?

Nuvation Bio used part of the greenshoe proceeds to fund $2.2 million of additional capped call costs. According to Nuvation Bio, remaining proceeds are expected to support general corporate purposes, including working capital, operating expenses, capital expenditures and general and administrative expenses.

What are the key terms of Nuvation Bio’s capped call transactions linked to the 2032 convertible notes?

The additional capped call transactions have a $10.4580 cap price, representing an 80% premium to a prior share price. According to Nuvation Bio, the cap is based on the last reported sale price on June 25, 2026, and is subject to certain adjustments.

What is the interest rate and maturity of Nuvation Bio’s latest convertible senior notes?

Nuvation Bio’s latest convertible senior notes carry a 0.75% interest rate and mature in 2032. According to Nuvation Bio, these 0.75% Convertible Senior Notes due 2032 were issued under an effective Form S-3 registration and sold via a public offering.