Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2021 | Apr. 30, 2021 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Entity Registrant Name | Nuvation Bio Inc. | |
Document Fiscal Year Focus | 2021 | |
Document Period End Date | Mar. 31, 2021 | |
Document Fiscal Period Focus | Q1 | |
Current Fiscal Year End Date | --12-31 | |
Entity Central Index Key | 0001811063 | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity File Number | 001-39351 | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 85-0862255 | |
Entity Address, Address Line One | 1500 Broadway | |
Entity Address, Address Line Two | Suite 1401 | |
Entity Address, City or Town | New York | |
Entity Address, State or Province | NY | |
Entity Address, Postal Zip Code | 10036 | |
Local Phone Number | 208-6102 | |
City Area Code | 332 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | false | |
Entity Bankruptcy Proceedings, Reporting Current | true | |
Entity Common Stock, Shares Outstanding | 217,650,055 | |
Common Class A [Member] | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Class A Common Stock, $0.0001 par value per share | |
Trading Symbol | NUVB | |
Security Exchange Name | NYSE | |
Redeemable Warrants [Member] | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Redeemable Warrants, each whole warrantexercisable for one share of Common Stock at anexercise price of $11.50 per share | |
Trading Symbol | NUVB.WS | |
Security Exchange Name | NYSE |
Condensed Balance Sheets (Unaud
Condensed Balance Sheets (Unaudited) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash and cash equivalents | $ 638,904 | $ 29,755 |
Prepaid expenses | 5,138 | 914 |
Marketable securities available-for-sale, at fair value | 185,809 | 185,997 |
Interest receivable on marketable securities | 1,015 | 1,092 |
Deferred financing costs | 0 | 2,925 |
Total current assets | 830,866 | 220,683 |
Property and equipment, net | 772 | 688 |
Other assets: | ||
Lease security deposit | 421 | 421 |
Total assets | 832,059 | 221,792 |
Current liabilities: | ||
Accounts payable | 6,003 | 2,171 |
Accrued expenses | 3,984 | 4,380 |
Total current liabilities | 9,987 | 6,551 |
Warrant liability | 15,561 | |
Deferred rent - non current | 167 | 157 |
Total liabilities | 25,715 | 6,708 |
Commitments and contingencies (Note 10) | ||
Stockholders' equity | ||
Class A and Class B common stock and additional paid in capital, $0.0001 par value per share; 1,060,000,000 (Class A 1,000,000,000, Class B 60,000,000) and 520,000,000 (Class A 500,000,000, Class B 20,000,000) shares authorized as of March 31, 2021 and December 31, 2020, respectively, 217,650,055 (Class 216,650,055, Class B 1,000,000) and 149,042,155 (Class A 91,397,142, Class B 57,645,013) shares issued and outstanding as of March 31, 2021 and December 31, 2020, respectively | 901,720 | 289,482 |
Accumulated Deficit | (96,357) | (75,955) |
Accumulated other comprehensive income | 981 | 1,557 |
Total stockholders' equity | 806,344 | 215,084 |
Total liabilities and stockholders' equity | $ 832,059 | $ 221,792 |
Condensed Balance Sheets (Paren
Condensed Balance Sheets (Parenthetical) (Unaudited) - $ / shares | Mar. 31, 2021 | Dec. 31, 2020 |
Common stock and additional paid in capital, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock and additional paid in capital, shares authorized | 1,060,000,000 | 1,174,094,678 |
Common stock and additional paid in capital, shares issued | 217,650,055 | 149,042,155 |
Common stock and additional paid in capital, shares outstanding | 217,650,055 | 149,042,155 |
Class A Common Stock [Member] | ||
Common stock and additional paid in capital, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock and additional paid in capital, shares authorized | 1,000,000,000 | 880,000,000 |
Common stock and additional paid in capital, shares issued | 216,650,055 | 91,397,142 |
Common stock and additional paid in capital, shares outstanding | 216,650,055 | 91,397,142 |
Class B Common Stock [Member] | ||
Common stock and additional paid in capital, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock and additional paid in capital, shares authorized | 60,000,000 | 294,094,678 |
Common stock and additional paid in capital, shares issued | 1,000,000 | 57,645,013 |
Common stock and additional paid in capital, shares outstanding | 1,000,000 | 57,645,013 |
Condensed Statements of Operati
Condensed Statements of Operations and Comprehensive Loss (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Operating expenses: | ||
Research and development | $ 15,879 | $ 7,295 |
General and administrative | 4,605 | 1,925 |
Total operating expenses | 20,484 | 9,220 |
Loss from operations | (20,484) | (9,220) |
Other income (expense): | ||
Interest income | 438 | 519 |
Investment advisory fees | (108) | (60) |
Change in fair value of warrant liability | (293) | |
Realized gain on marketable securities | 45 | 15 |
Total other income | 82 | 474 |
Loss before income taxes | (20,402) | (8,746) |
Provision for income taxes | ||
Net loss | $ (20,402) | $ (8,746) |
Net loss per share attributable to common stockholders, basic and diluted | $ (0.12) | $ (0.10) |
Weighted average common shares outstanding, basic and diluted | 169,659,037 | 85,714,375 |
Comprehensive loss: | ||
Net loss | $ (20,402) | $ (8,746) |
Other comprehensive income, net of taxes: | ||
Change in unrealized (loss) gain on available-for-sale securities | (576) | 819 |
Comprehensive loss | $ (20,978) | $ (7,927) |
Condensed Statements of Stockho
Condensed Statements of Stockholders' Equity (Unaudited) - USD ($) $ in Thousands | Total | Prior Effect of Business Merger Transaction [Member] | Redeemable Series A Convertible Preferred Stock [Member] | Redeemable Series A Convertible Preferred Stock [Member]Prior Effect of Business Merger Transaction [Member] | Common Stock and Additional Paid-in Capital [Member] | Common Stock and Additional Paid-in Capital [Member]Prior Effect of Business Merger Transaction [Member] | Common Stock and Additional Paid-in Capital [Member]Class A Shares [Member] | Common Stock and Additional Paid-in Capital [Member]Class A Shares [Member]Prior Effect of Business Merger Transaction [Member] | Common Stock and Additional Paid-in Capital [Member]Class B Shares [Member] | Common Stock and Additional Paid-in Capital [Member]Class B Shares [Member]Prior Effect of Business Merger Transaction [Member] | Accumulated Deficit [Member] | Accumulated Deficit [Member]Prior Effect of Business Merger Transaction [Member] | Accumulated Other Comprehensive Income [Member] | Accumulated Other Comprehensive Income [Member]Prior Effect of Business Merger Transaction [Member] |
Beginning balance at Dec. 31, 2019 | $ 117,748 | $ (24,116) | $ 141,864 | $ 151,623 | $ 9,759 | $ (34,296) | $ (34,296) | $ 421 | $ 421 | |||||
Beginning balance, shares at Dec. 31, 2019 | 184,501,999 | 114,567,272 | 400,000,000 | |||||||||||
Retroactive application of the recapitalization due to the Merger (See Note 3) | ||||||||||||||
Preferred stock | 141,864 | $ (141,864) | 141,864 | |||||||||||
Preferred stock, shares | (184,501,999) | 36,163,932 | ||||||||||||
Common stock, shares | (321,596,660) | |||||||||||||
Stock-based compensation | 340 | 340 | ||||||||||||
Net loss | (8,746) | (8,746) | ||||||||||||
Other comprehensive income | 819 | 819 | ||||||||||||
Ending balance at Mar. 31, 2020 | 110,161 | 151,963 | (43,042) | 1,240 | ||||||||||
Ending balance, shares at Mar. 31, 2020 | 114,567,272 | |||||||||||||
Beginning balance at Dec. 31, 2020 | 215,084 | $ (52,437) | $ 267,521 | 289,482 | $ 21,961 | (75,955) | $ (75,955) | 1,557 | $ 1,557 | |||||
Beginning balance, shares at Dec. 31, 2020 | 347,423,117 | 91,397,142 | 118,869,102 | 57,645,013 | 294,094,678 | |||||||||
Retroactive application of the recapitalization due to the Merger (See Note 3) | ||||||||||||||
Preferred stock | 267,521 | $ (267,521) | 267,521 | |||||||||||
Preferred stock, shares | (347,423,117) | 68,097,805 | ||||||||||||
Common stock, shares | (95,569,765) | (236,449,665) | ||||||||||||
Issuance and exchange of common stock, net of issuance cost upon the Merger (see Note 3) | 606,885 | 606,885 | ||||||||||||
Issuance and exchange of common stock, net of issuance cost upon the Merger (see Note 3), shares | 125,252,913 | (56,645,013) | ||||||||||||
Issuance of common stock | 3,787 | 3,787 | ||||||||||||
Issuance of common stock, shares | 368,408 | |||||||||||||
Treasury stock, acquired and retired, at cost | (368,408) | |||||||||||||
Stock-based compensation | 1,566 | 1,566 | ||||||||||||
Net loss | (20,402) | (20,402) | ||||||||||||
Other comprehensive income | (576) | (576) | ||||||||||||
Ending balance at Mar. 31, 2021 | $ 806,344 | $ 901,720 | $ (96,357) | $ 981 | ||||||||||
Ending balance, shares at Mar. 31, 2021 | 216,650,055 | 1,000,000 |
Condensed Statements of Cash Fl
Condensed Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Cash flows from operating activities: | ||
Net loss | $ (20,402) | $ (8,746) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Issuance of common stock | 3,787 | |
Stock-based compensation | 1,566 | 340 |
Depreciation and amortization | 30 | 24 |
Change in fair value of warrant liability | 293 | |
Amortization of premium on marketable securities | 628 | 174 |
Realized gain on marketable securities | (45) | (15) |
Change in operating assets and liabilities (net of assets and liabilities acquired in the Merger) | ||
Prepaid expenses | (3,913) | (1,196) |
Interest receivable on marketable securities | 77 | 290 |
Accounts payable | 3,940 | 240 |
Accrued expenses | (701) | 87 |
Deferred rent | 10 | 84 |
Net cash used in operating activities | 14,730 | 8,718 |
Cash flow from investing activities: | ||
Purchases of marketable securities | (24,513) | (1,544) |
Proceeds from sale of marketable securities | 23,542 | 12,270 |
Purchase of investment held to maturity | 0 | (21) |
Purchases of property and equipment | (114) | (97) |
Net cash (used in) provided by investing activities | (1,085) | 10,608 |
Cash flow from financing activities: | ||
Proceeds from the Merger, net of offering costs paid (see Note 3) | 624,964 | |
Net cash provided by financing activities | 624,964 | |
Net increase in cash and cash equivalents | 609,149 | 1,890 |
Cash and cash equivalents, beginning of the period | 29,755 | 3,469 |
Cash and cash equivalents, end of the period | 638,904 | $ 5,359 |
Non-cash financing activity: | ||
Issuance of common stock for in-process research and development | $ 3,787 |
Nature of Operations
Nature of Operations | 3 Months Ended |
Mar. 31, 2021 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Nature of Operations | 1. Nature of Operations Nuvation Bio Inc. and subsidiaries (“Nuvation Bio”), formerly known as RePharmation Inc., a Delaware corporation, is a biopharmaceutical company tackling some of the greatest unmet needs in oncology by developing differentiated and novel therapeutic candidates. Nuvation Bio was incorporated on March 20, 2018 (inception date) and has offices in New York and San Francisco. On February 10, 2021, (the “Closing Date”), Nuvation Bio Inc., a Delaware corporation (“Legacy Nuvation Bio”), Panacea Acquisition Corp. (“Panacea”), and Panacea Merger Subsidiary Corp, a Delaware corporation and a direct, wholly owned subsidiary of Panacea (“Merger Sub”) consummated the transactions contemplated by an Agreement and Plan of Merger among them dated October 20, 2020 (“Merger Agreement”). Pursuant to the terms of the Merger Agreement, a business combination of Panacea and Legacy Nuvation Bio was effected through the merger of Merger Sub with and into Legacy Nuvation Bio, with Legacy Nuvation Bio surviving as a wholly owned subsidiary of Panacea (the “Merger”) and, collectively with the other transactions described in the Merger Agreement. On the Closing Date, Legacy Nuvation Bio changed its name to Nuvation Bio Operating Company Inc. and Panacea changed its name to Nuvation Bio Inc. (the “Company” or “Nuvation Bio”). |
Significant Accounting Policies
Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2021 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | 2. Significant Accounting Policies Basis of Presentation The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and include all adjustments necessary for the fair presentation of the Company’s financial position for the periods presented. Principles of Consolidation The consolidated financial statements include the balances of the Company and its subsidiaries. All intercompany transactions and balances are eliminated in consolidation. Unaudited Interim Financial Information The accompanying unaudited condensed consolidated financial statements as of March 31, 2021 and for the three months ended March 31, 2021 and 2020, have been prepared in accordance with GAAP for interim financial statements and pursuant to Form 10-Q and Article 10 of Regulation S-X. In the opinion of management, all adjustments (consisting of normal recurring accruals) have been made that are considered necessary for a fair statement of the financial position of the Company as of March 31, 2021, the results of operations for the three months ended March 31, 2021 and 2020 and the cash flows for the three months ended March 31, 2021 and 2020. The condensed consolidated balance sheet as of December 31, 2020 has been derived from the Company’s audited consolidated financial statements. Operating results for the three months ended March 31, 2021 are not necessarily indicative of the results that may be expected for the year ending December 31, 2021. Certain information and disclosures normally included in the notes to annual financial statements prepared in accordance with GAAP have been omitted from these interim financial statements pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). Accordingly, these unaudited condensed consolidated financial statements should be read in conjunction with the financial statements for the fiscal year ended December 31, 2020, which are included in the Company’s 8-K/A filed with the SEC on March 11, 2021. Liquidity As of March 31, 2021, the Company has an accumulated deficit of approximately $ 96.4 million and net cash used in operating activities was approximately $ 14.7 million for the three months ended March 31, 2021. Management expects to continue to incur operating losses and negative cash flows from operations for the foreseeable future. As of March 31, 2021, the Company had cash, cash equivalents, and marketable securities of $ 824.7 million. The Company believes that its existing cash, cash equivalents, and marketable securities will be sufficient to meet its cash commitments for at least the next 12 months after the date that these consolidated financial statements are issued. The Company’s research and development activities can be costly, and the timing and outcomes are uncertain. The assumptions upon which the Company has based its estimates are routinely evaluated and may be subject to change. The actual amount of the Company’s expenditures will vary depending upon a number of factors including but not limited to the progress of the Company’s research and development activities and the level of financial resources available. Significant Risks and Uncertainties The Company’s operations are subject to a number of factors that can affect its operating results and financial condition. Such factors include, but are not limited to: the results of research and development, clinical testing and trial activities of the Company’s products, the Company’s ability to obtain regulatory approval to market its products, competition from products manufactured and sold or being developed by other companies, the price of, and demand for, Company’s products, the Company’s ability to negotiate favorable licensing or other manufacturing and marketing agreements for its products, and the Company’s ability to raise capital. The Company currently has no commercially approved products and there can be no assurance that the Company’s research and development will be successfully commercialized. Developing and commercializing a product requires significant time and capital and is subject to regulatory review and approval as well as competition from other biotechnology and pharmaceutical companies. The Company operates in an environment of rapid change and is dependent upon the continued services of its employees and vendors and obtaining and protecting intellectual property. The COVID-19 pandemic has not had a material adverse impact on the Company’s operations to date, however this disruption, if sustained or recurrent, could have a material adverse effect on the Company’s operating results and the Company’s overall financial condition. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933 (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”), reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s consolidated financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of revenue and expenses during the periods. Accordingly, actual results could differ from those estimates and those differences could be significant. Cash and Cash Equivalents Cash equivalents include short-term, highly liquid instruments, consisting of money market accounts, a money market mutual fund and short-term investments with maturities from the date of purchase of 90 days or less. The majority of cash and cash equivalents are maintained with major financial institutions in North America. Deposits with these financial institutions may exceed the amount of insurance provided on such deposits. These deposits may be redeemed upon demand which reduces counterparty performance risk. Investment Securities Debt securities have been classified as available-for-sale which may be sold before maturity or are not classified as held to maturity or trading. Marketable debt securities classified as available-for-sale are carried at fair value with unrealized gains or losses reported in other comprehensive income (loss). For securities in an unrealized loss positions, management considers the extent and duration of the unrealized loss, and the financial condition and near-term prospects of the issuer. Management also assesses whether it intends to sell, or it is more likely that not that it will be required to sell, a security in an unrealized loss position before recovery of its amortized cost basis. If management determines there is any other than temporary impairment, the entire difference between amortized cost and fair value is recognized as impairment through earnings. Interest income includes amortization and accretion of purchase premium and discount. Premiums and discounts on debt securities are amortized on the effective-interest method. Gains and loss on sales are recorded on the settlement date and determined using the specific identification method. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk are primarily cash, cash equivalents and marketable securities. The Company maintains its cash and cash equivalent balances in the form of business checking accounts and money market accounts, the balances of which, at times, may exceed federally insured limits. Exposure to cash and cash equivalents credit risk is reduced by placing such deposits with major financial institutions and monitoring their credit ratings. Marketable securities consist primarily of government and corporate bonds, with fixed interest rates. Exposure to credit risk of marketable securities is reduced by maintaining a diverse portfolio and monitoring their credit ratings. Property and Equipment Property and equipment are stated at cost less accumulated depreciation. Property and equipment are depreciated using the straight-line method over the estimated useful lives of the related assets of generally five years for computers and seven years for furniture and equipment. The cost of leasehold improvements is amortized on the straight-line method over the lesser of the estimated asset life or remaining term of the lease. Maintenance costs are expensed as incurred, while major betterments are capitalized. Impairment of Long-Lived Assets The Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable and an impairment assessment may be performed may be performed on the recoverability or the carrying amounts. If an impairment occurs, the loss is measured by comparing the fair value of the asset to its carrying amount. Warrants The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own ordinary shares, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded as a liability at their fair value on the date of issuance and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the statements of operations. The fair value of the warrants was estimated using a Monte Carlo simulation approach (see Note 4). Following the Merger, there were 5,787,472 warrants to purchase common stock outstanding, consisting of 4,791,639 Public Warrants, 162,500 Private Placement Warrants and 833,333 Forward Purchase Warrants (as defined below). Each whole warrant entitles the registered holder to purchase one share of our Class A common stock at a price of $ 11.50 per share. Pursuant to the warrant agreement, a warrant holder may exercise its warrants only for a whole number of shares of our Class A common stock. The Company evaluated Public Warrants, Private Placement Warrants and Forward Purchase Warrants (the “Warrants”) under ASC 815-40, Derivatives and Hedging—Contracts in Entity’s Own Equity, and concluded that they do not meet the criteria to be classified in stockholders’ equity. Specifically, the settlement value of the Warrants is dependent, in part, on the holder of the Warrants at the time of settlement. Because the holder of an instrument is not an input into the pricing of a fixed-for-fixed option on our common stock, the Warrants fail the indexation guidance in ASC 815-40, which would preclude classification in stockholders’ equity. Additionally, the exercise of the Warrants may be settled in cash upon the occurrence of a tender offer or exchange that involves more than 50% of the outstanding shares of the Company’s common stock. Because not all of the Company’s stockholders need to participate in such tender offer or exchange to trigger the potential cash settlement and the Company does not control the occurrence of such an event, the Company concluded that the warrants do not meet the conditions to be classified in equity. Since the Warrants meet the definition of a derivative under ASC 815, the Company recorded these Warrants as liabilities on the balance sheet at fair value upon the closing of the Merger, with subsequent changes in their respective fair values recognized in the consolidate statement of operations and comprehensive income (loss) at each reporting date. Deferred Financing Costs Costs incurred in advance related to the Merger as described in Note 3, Merger are recorded as deferred financing costs on the condensed balance sheet as of December 31, 2020 and subsequently reclassed to additional paid in capital on the Closing Date of the Merger. Segment Information The Company manages its operations as a single segment for the purposes of assessing performance and making operating decisions. The Company’s operations are focused on oncology development activities. Research and Development Costs Costs incurred in connection with research and development activities are expenses as incurred. These costs include fees paid to consultants, vendors and various entities that perform certain research and testing on behalf of the Company. Stock-based Compensation The Company recognizes compensation cost for grants of employee stock options using a fair-value measurement method, that is recognized in operating results as compensation expense based on fair value over the requisite service period of the awards. Forfeitures are recorded as they occur instead of estimating forfeitures that are expected to occur. The Company determines the fair value of stock-based awards that are based only on a service condition using the Black-Scholes option-pricing model which uses both historical and current market data to estimate fair value. The method incorporates various assumptions such as the risk-free interest rate, volatility, dividend yield, and expected life of the options. The Company determines the fair value of stock-based awards that are based on both a service condition and achievement of the first to occur of a market or performance condition using a Monte Carlo simulation. Income Taxes The Company accounts for income taxes using the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been recognized in the consolidated financial statements or in the Company’s tax returns. The difference between the financial statement and tax basis of assets and liabilities is determined annually. Deferred income tax assets and liabilities are computed for those differences that have future tax consequences using the currently enacted tax laws and rates that apply to the years in which they are expected to affect taxable income. The Company assesses the likelihood that its deferred tax assets will be recovered from future taxable income and, to the extent it believes, based upon the weight of available evidence, that it is more likely than not that all or a portion of the deferred tax assets will not be realized, a valuation allowance is established through a charge to income tax expense. The Company uses a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax positions taken, or expected to be taken, in a tax return. The provision for income taxes includes the effects of any resulting tax reserves, or unrecognized tax benefits, that are considered appropriate. The Company’s policy is to record interest and penalties related to income taxes as part of the tax provision. Returns for tax years beginning with those filed for the period ended December 31, 2018 are open to federal and state tax examination. Accounting Pronouncements Not Yet Adopted In February 2016, the FASB issued ASU No. 2016-02, Leases . Subsequently, the FASB issued ASU 2019-10 and then ASU 2020-05, both of which adjusted the effective date of ASU 2016-02 for non-public entities. The accounting standard is effective for non-public entities for fiscal years beginning after December 15, 2021 and interim periods within fiscal years beginning after December 15, 2022. The new standard establishes a right-of-use (ROU) model that requires a lessee to record a ROU asset and a lease liability on the balance sheet for all leases with terms longer than 12 months. Leases will be classified as either finance or operating, with classification affecting the pattern of expense recognition in the statement of operations. A modified retrospective transition approach is required at the beginning of the earliest comparative period presented in the financial statements, with certain practical expedients available. The Company is currently evaluating the impact of the pending adoption of the new standard on the Company’s consolidated financial statements. |
Merger
Merger | 3 Months Ended |
Mar. 31, 2021 | |
Business Combinations [Abstract] | |
Business Merger | 3. Merger On the Closing Date, Legacy Nuvation Bio, Panacea and Merger Sub consummated the transactions contemplated by a Merger Agreement. Pursuant to the terms of the Merger Agreement, a combination of Panacea and Legacy Nuvation Bio was effected through the Merger, collectively with the other transactions described in the Merger Agreement. On the Closing Date, Legacy Nuvation Bio changed its name to Nuvation Bio Operating Company Inc. and Panacea changed its name to Nuvation Bio Inc. In connection with the Merger Agreement, holders of 3,350 shares of Panacea Class A common stock, exercised their right to redeem their shares for cash at a redemption price of approximately $ 10.00 per share, for an aggregate redemption amount of $ 33,502 . On the Closing Date, a number of purchasers purchased from the Company an aggregate of 47,655,000 shares of Class A Common Stock (the “PIPE Shares”), for a purchase price of $ 10.00 per share and an aggregate purchase price of approximately $ 476.6 million. Additionally, on the Closing Date, certain purchasers purchased 2,500,000 shares of Class A Common Stock (the "Forward Purchase Shares") and 833,333 forward purchase warrants (the “Forward Purchase Warrants”) in a private placement at a price of $ 10.00 per share for an aggregate purchase price of $ 25.0 million (the “Forward Purchase”) pursuant to the terms of the forward purchase agreement (the “Forward Purchase Agreement”) that Panacea entered into in connection with Panacea’s initial public offering. The sales of the PIPE Shares, the Forward Purchase Shares and the Forward Purchase Warrants were consummated concurrently with the Merger on the Closing Date. At the effective time of the merger (the “Effective Time”): (a) each share of Legacy Nuvation Bio Class A common stock and each share of Legacy Nuvation Bio Series A preferred stock issued and outstanding immediately prior to the Effective Time was converted and exchanged for approximately 0.196 shares (the “Exchange Ratio”) of Nuvation Bio Class A common stock. The Nuvation Bio Class A common stock has one vote per share ; (b) each share of Legacy Nuvation Bio Class B common stock issued and outstanding immediately prior to the Effective Time (all of which will be owned by the founder (“Founder”) of Legacy Nuvation Bio) was canceled and converted into and exchanged for approximately 0.196 shares of the Nuvation Bio Class B common stock. Immediately following the Effective Time, the Founder voluntarily converted all but 1,000,000 shares of his Nuvation Bio Class B common stock into an equal number of shares of Nuvation Bio Class A common stock: and; (c) each option to purchase Legacy Nuvation Bio Class A common stock (each, a “Company Option”) that was outstanding under Nuvation Bio’s 2019 Equity Incentive Plan immediately prior to the Effective Time, whether vested or unvested, was converted into an option to purchase a number of shares of Nuvation Bio Class A common stock equal to the product (rounded down to the nearest whole number) of (a) the number of shares of Legacy Nuvation Bio Class A common stock subject to such Company Option immediately prior to the Effective Time and (b) the Exchange Ratio, at an exercise price per share (rounded up to the nearest whole cent) equal to (i) the exercise price per share of such Company Option immediately prior to the Effective Time divided by (ii) the Exchange Ratio. The merger was accounted for as a reverse capitalization, with no goodwill or other intangible assets recorded, in accordance with GAAP. Under this method of accounting, Panacea is treated as the “acquired” company for financial reporting purposes. Accordingly, for accounting purposes, the financial statements of the combined entity represent a continuation of the financial statements of Legacy Nuvation Bio with the Merger being treated as the equivalent of Legacy Nuvation Bio issuing stock for the net assets of Panacea, accompanied by a recapitalization. The net assets of Panacea are stated at fair value, with no goodwill or other intangible assets recorded. Operations prior to the merger are those of Legacy Nuvation Bio. Summary of Net Proceeds The following table summarizes the net proceeds from the Merger as of March 31, 2021 (in thousands): Panacea cash at bank and cash held in a trust account $ 144,642 Proceeds from PIPE investment and forward purchase agreement 501,550 Payment of underwriter fees and other offering costs ( 23,718 ) Payment to Panacea Class A common stockholders who ( 32 ) Net proceeds 622,442 Assumed assets and liabilities: Prepaid expenses 312 Accrued expenses ( 601 ) Warrant liability ( 15,268 ) Panacea equity at Effective Time $ 606,885 The underwriter fees and other offering costs in the table above include approximately $ 2.5 million in connection with the Merger that were paid in 2020. Summary of Shares Issued The following table summarized the number of shares of common stock outstanding immediately following the consummation of the Merger: Class A Class B Total Panacea shares outstanding prior to the Merger 14,862,500 3,593,750 18,456,250 Less: redemption of Panacea shares prior to the Merger ( 3,350 ) ( 3,350 ) Conversion of Panacea shares as a result of merger 3,593,750 ( 3,593,750 ) — Common stock of Panacea 18,452,900 — 18,452,900 Shares issued pursuant to the PIPE financing 47,655,000 — 47,655,000 Shares issued pursuant to the Forward Purchase 2,500,000 — 2,500,000 Issuance of shares upon the Merger 68,607,900 — 68,607,900 Conversion of Old Nuvation Redeemable Series A 68,097,805 — 68,097,805 Conversion of Old Nuvation Class A common stock 23,299,337 — 23,299,337 Conversion of Old Nuvation Class B common stock — 57,645,013 57,645,013 Conversion of Founder shares 56,645,013 ( 56,645,013 ) — Total shares of Nuvation Bio outstanding immediately 216,650,055 1,000,000 217,650,055 |
Fair Value Measurements and Mar
Fair Value Measurements and Marketable Securities Available-for-Sale | 3 Months Ended |
Mar. 31, 2021 | |
Fair Value Disclosures And Available For Sale Securities [Abstract] | |
Fair Value Measurements and Marketable Securities Available for Sale | 4. Fair Value Measurements and Marketable Securities Available-for-Sale The Company provides disclosure of financial assets and financial liabilities that are carried at fair value based on the price that would be received upon sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Fair value measurements may be classified based on the amount of subjectivity associated with the inputs to fair valuation of these assets and liabilities using the following three levels: Level 1 — Inputs are unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date. Level 2 — Inputs include quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the asset or liability (i.e., interest rates, yield curves, etc.) and inputs that are derived principally from or corroborated by observable market data by correlation or other means (market corroborated inputs). Level 3 — Unobservable inputs that reflect the Company’s estimates of the assumptions that market participants would use in pricing the asset or liability. The Company develops these inputs based on the best information available, including its own data. The following table presents information about the Company’s marketable securities as of March 31, 2021 and December 31, 2020 and the warrant liability as of March 31, 2021, measured at fair value on a recurring basis, and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value. There have not been any transfers between the levels during the periods. March 31, 2021 Total Level 1 Level 2 Level 3 (In thousands) Assets: Marketable securities $ 185,809 $ — $ 185,809 $ — Liabilities: Warrants $ 15,561 $ — $ 15,561 December 31, 2020 Total Level 1 Level 2 Level 3 (In thousands) Marketable securities $ 185,997 $ — $ 185,997 $ — Marketable securities consist of U.S. government and government agency and corporate bond securities. Based on the Company’s intentions regarding its marketable securities, all marketable securities are classified as available-for-sale and are carried at fair value based on the price that would be received upon sale of the security. The following table provides the cost, aggregate fair value, and unrealized gains of marketable securities available-for-sale as of March 31, 2021 and December 31, 2020: March 31, 2021 Amortized Fair Value Unrealized (In thousands) Marketable securities: U.S. government and government agency securities $ 91,357 $ 91,852 $ 495 Corporate bonds 93,471 93,957 486 $ 184,828 $ 185,809 $ 981 December 31, 2020 Amortized Fair Value Unrealized (In thousands) Marketable securities: U.S. government and government agency securities $ 97,495 $ 98,180 $ 685 Corporate bonds 86,945 87,817 872 $ 184,440 $ 185,997 $ 1,557 Maturity information based on fair value is as follows as of March 31, 2021: Within one year After one year Total (In thousands) U.S. government and government agency securities $ 30,895 $ 60,957 $ 91,852 Corporate bonds 23,118 70,839 93,957 $ 54,013 $ 131,796 $ 185,809 Amortization and accretion of the original cost of the corporate bonds and U.S. government securities to their outstanding principal amounts is included in interest income on the consolidated statement of operations and comprehensive loss. Amortization, net of accretion, amounted to $ 0.6 million and $ 0.2 million for the three months ended March 31, 2021 and 2020, respectively. |
Stockholders' Equity
Stockholders' Equity | 3 Months Ended |
Mar. 31, 2021 | |
Equity [Abstract] | |
Stockholders' Equity | 5. Stockholders’ Equity The consolidated statement of stockholders’ equity has been retroactively adjusted for all periods presented to reflect the Merger and reverse capitalization as discussed in Note 3, Merger. Redeemable Series A Convertible Preferred Stock In connection with the Merger, all previously issued and outstanding Redeemable Series A Convertible Preferred Stock were exchanged for the Company’s Class A common stock pursuant to the Exchange Ratio established in the Merger Agreement. Common Stock As discussed in Note 3, Merger, the Company has retroactively adjusted the shares issued and outstanding prior to October 27, 2020 to give effect to the Exchange Ratio established in the Merger Agreement to determine the number of shares of common stock into which they were converted. As of March 31, 2021, there are 216,650,055 shares of Class A Common Stock and 1,000,000 shares of Class B Common Stock outstanding. As of March 31, 2021, the Founder owns 100 % of the outstanding Class B common stock. Class A Common Stock Issuance and Cancelation On March 26, 2021, the Company issued 368,408 fully paid shares of Class A Common Stock to a current common stockholder related to the final settlement of acquired in-process research and development pursuant to a prior asset acquisition agreement and concurrently acquired and retired without consideration the same number of shares of Class A Common Stock held by the Founder. The aggregate fair value for shares issued to current common stockholder is $ 3.8 million or $ 10.28 per share and classified as research and development on the Condensed Statements of Operations and Comprehensive Loss , which represents payment of the contingent consideration for acquired in-process research development. The price per share of $10.28 is based on the Company’s closing stock price on March 26, 2021. Common Stock Restriction Agreement As a result of the Merger, the shares subject to the “Stock Restriction Agreement” between the Company and the Founder was adjusted based on the Exchange Ratio. The number of shares, as adjusted, subject to repurchase per the terms of the Stock Restriction Agreement is reduced each month by 1,101,240 Class A common shares and no common shares will be subject to repurchase by June 2022. As of March 31, 2021, there are 15,153,602 shares of Class A Common Stock subject to the repurchase option. Voting Holders of Class A and Class B common stock are entitled to one vote per share on all matters , except that the holders of Class A common stock do not participate in the election of the directors who are elected exclusively by the holders of Class B common stock. Holders of Class A and Class B common stock vote together as a single class on all matters, except that (i) the holders of Class B common stock have the right, voting as a separate class, to elect and remove without cause three directors plus at least 50% of any directors in excess of seven, and (ii) the approval of the holders of a majority of Class B common stock, voting as a separate class, is required for approval by the stockholders of any acquisition (whether by merger, sale of shares or sale of assets) or liquidation. There are no cumulative voting rights . Conversion Each share of Class B common stock will automatically convert into one share of Class A common stock upon transfer to a non-authorized holder. In addition, the Class B common stock is subject to a “sunset” provision under which all outstanding shares of Class B common stock will automatically convert into an equal number of shares of Class A common stock if ownership of shares of Class A and Class B common stock held by our President and Chief executive Officer, David Hung, M.D., falls below an aggregate of 43,188,000 shares or if Dr. Hung dies, becomes disabled or ceases to be our Chief Executive Officer, unless he is terminated from such position by us without cause. |
Net Loss Per Share
Net Loss Per Share | 3 Months Ended |
Mar. 31, 2021 | |
Earnings Per Share [Abstract] | |
Net Loss per Share | 6. Net Loss per Share As a result of the Merger, the Company has retroactively restated the weighted average shares outstanding prior to the February 10, 2021 to give effect to the Exchange Ratio. Basic loss per share is computed by dividing net loss by the weighted-average number of shares of Class A and Class B common stock outstanding, but excluding shares of common stock subject to repurchase for the period. The number of common stock shares subject to repurchase was determined prospectively from the date of the Stock Restriction Agreement described in Note 5. Diluted loss per share reflects the potential dilution that could occur if the stock options to issue common stock were exercised. The Company had a net loss in all periods presented thus the dilutive net loss per common share is the same as the basic net loss per common share as the effect of any options or conversions is anti-dilutive. The earnings per share amounts are the same for the different classes of common stock because the holders of each class are legally entitled to equal per share distributions whether through dividends or liquidation. The following securities outstanding at March 31, 2021 and 2020 have been excluded from the calculation of weighted average shares outstanding: Three Months Ended March 31, 2021 2020 Class A common shares subject to repurchase 15,153,602 — Class B common shares subject to repurchase — 27,276,482 Warrants 5,787,472 — Class A common stock options 10,233,201 2,972,585 |
Accumulated Other Comprehensive
Accumulated Other Comprehensive Income | 3 Months Ended |
Mar. 31, 2021 | |
Statement Of Other Comprehensive Income [Abstract] | |
Accumulated Other Comprehensive Income | 7. Accumulated Other Comprehensive Income The following table presents a rollforward of the changes in accumulated other comprehensive income for the three months ended March 31, 2021 and 2020, which is all attributable to unrealized gains on available-for-sale securities. All amounts are net of tax. 2021 2020 Balance at beginning of period $ 1,557 $ 421 Unrealized gain ( 531 ) 834 Amount reclassified for gains included in realized ( 45 ) ( 15 ) Balance at end of period $ 981 $ 1,240 |
Stock-Based Compensation
Stock-Based Compensation | 3 Months Ended |
Mar. 31, 2021 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Stock-Based Compensation | 8. Stock-Based Compensation The 2021 Equity Incentive Plan In March 2019, the Company adopted the 2019 Equity Incentive Plan or (“2019 Plan”), which provides for the grant of options, stock appreciation rights, restricted stock, and other stock awards. In January 2021, our board of directors adopted the 2021 Equity Incentive Plan (the “2021 Plan”). The 2021 Plan was approved by our stockholders in February 2021 and became effective immediately upon the Closing Date of the Merger. Any shares of common stock covered by awards granted under the 2019 Plan that terminated after February 2021 by expiration, forfeiture, or cancellation were added to the 2021 Plan reserve and shares available for future issuance under the 2019 Plan were canceled. Awards. The 2021 Plan provides for the grant of incentive stock options (“ISOs”), within the meaning of Section 422 of the Code to employees, including employees of any parent or subsidiary, and for the grant of nonstatutory stock options (“NSOs”), stock appreciation rights, restricted stock awards, restricted stock unit awards, performance awards and other forms of awards to employees, directors and consultants, including employees and consultants of our affiliates. Authorized Shares. Initially, the maximum number of shares of Class A common stock that may be issued under the 2021 Plan will be 50,684,047 shares of Class A common stock. In addition, the number of shares of Class A common stock reserved for issuance under the 2021 Plan will automatically increase on January 1 of each year, starting on January 1, 2022 through January 1, 2031, in an amount equal to (1) 4.0 % of the total number of shares of Class A common stock and Class B common stock outstanding or issuable upon conversion or exercise of outstanding instruments on December 31 of the preceding year, or (2) a lesser number of shares of Class A common stock determined by our board of directors prior to the date of the increase. The maximum number of shares of Class A common stock that may be issued on the exercise of ISOs under the 2021 Plan is three times the number of shares available for issuance upon the 2021 Plan becoming effective (or 152,052,141 shares The Employee Stock Purchase Plan In January 2021, our board of directors adopted the 2021 Employee Stock Purchase Plan (the “ESPP”). The ESPP was approved by our stockholders in February 2021 and became effective immediately upon the Closing Date of the Merger. Share Reserve. The maximum number of shares of Class A common stock that may be issued under the 2021 ESPP will be 4,750,354 shares of Class A common stock. Additionally, the number of shares of Class A common stock reserved for issuance under the 2021 ESPP will automatically increase on January 1st of each year, beginning on January 1, 2022 and continuing through and including January 1, 2031, by 1.0 % of the total number of shares of Class A common stock and Class B common stock outstanding or issuable upon conversion or exercise of outstanding instruments on December 31st of the preceding calendar year or such lesser number of shares of Class A common stock as determined by our board of directors. Shares subject to purchase rights granted under the 2021 ESPP that terminate without having been exercised in full will not reduce the number of shares available for issuance under the 2021 ESPP. The stock-based compensation expense included in the Company’s consolidated statement of operations and comprehensive loss for the three months ended March 31, 2021 and 2020 is as follows (in thousands): Three Months Ended March 31, 2021 2020 Research and development $ 944 $ 277 General and administrative 622 63 $ 1,566 $ 340 The following table summarizes stock option activity under the 2019 Plan and the 2021 Plan for the three months ended March 31, 2021. Shares Outstanding at December 31, 2020 43,318,218 Conversion adjustment related to the Merger (see Note 3) ( 34,827,515 ) Granted 1,774,349 Expired ( 31,851 ) Outstanding at March 31, 2021 10,233,201 Exercisable at March 31, 2021 1,301,735 The weighted average exercise price of all outstanding options as of March 31, 2021, after the effect of the Merger was $ 5.00 per share . |
Warrants
Warrants | 3 Months Ended |
Mar. 31, 2021 | |
Warrant Disclosure [Abstract] | |
Warrant | 9. Warrants Following the Merger, there were 5,787,472 warrants to purchase common stock outstanding, consisting of 4,791,639 Public Warrants, 162,500 Private Placement Warrants and 833,333 Forward Purchase Warrants. Each whole warrant entitles the registered holder to purchase one share of our Class A common stock at a price of $ 11.50 per share. Pursuant to the warrant agreement, a warrant holder may exercise its warrants only for a whole number of shares of our Class A common stock. At March 31, 2021, there were an aggregate of 5,787,472 warrants outstanding. The Company concluded that the Public Warrants, Private Warrants and Forward Purchase Warrants do not meet the conditions to be classified in equity. The warrants were recorded at fair value with subsequent changes in fair value reflected in earnings (see Note 4). The change in fair value resulted in a loss of $ 0.3 million during the three months years ended March 31, 2021. The Company utilizes a Monte Carlo simulation model to value the warrants at each reporting period, with changes in fair value recognized in the statement of operations. The estimated fair value of the warrant liability is determined using Level 3 inputs. Inherent in a binomial options pricing model are assumptions related to expected share-price volatility, expected life, risk-free interest rate and dividend yield. The annualized volatility of the equity was based on a calibration to the publicly traded warrant price as of the valuation date. The risk-free interest rate was estimated using linear interpolation assuming a term consistent with the time until the warrants expire, and yield information was based on U.S. Treasury Constant Maturities. The expected life of the warrants is assumed to be equivalent to their remaining contractual term. The dividend rate is based on the historical rate, which the Company anticipates remaining at zero. The aforementioned warrant liabilities are not subject to qualified hedge accounting. There were no transfers between Levels 1, 2 or 3 during the period ended March 31, 2021 . The following table provides quantitative information regarding Level 3 fair value measurements: At February 10, 2021 As of Stock price $ 10.42 $ 10.45 Strike price $ 11.50 $ 11.50 Term (in years) 5.0 4.9 Volatility 35.3 % 35.5 % Risk-free rate 0.5 % 0.9 % Dividend yield 0.0 % 0.0 % Fair value of warrants $ 2.64 $ 2.69 The Company determined the following fair values for the outstanding warrants (in thousands): March 31, Public Warrants $ 12,842 Private Placement Warrants 486 Forward Purchase Warrants 2,233 Total $ 15,561 |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 10. Income Taxes The Company’s effective tax rate for the three months ended March 31, 2021 and 2020 is 0 % and primarily due to the valuation allowance recorded against the Company’s deferred tax assets. As of March 31, 2021 and December 31, 2020, the Company had no liability recorded for unrecognized tax benefits. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2021 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 11. Commitments and Contingencies Commitments The Company leases its office space under non-cancellable operating lease agreements. This lease also requires the Company to pay real estate taxes and other operational expenses associated with the leased location and is included in rent expense. The effect of graduating rents, net of the rent credits, is being amortized over the life of the lease so as to result in equal monthly rent expense over the lease term. Deferred rent liability reported in the accompanying consolidated balance sheets represents the cumulative excess of straight-line rental costs over the actual rental payments. The Company has a standby letter of credit with a bank in the amount of $ 0.5 million which serves as security for the New York space operating lease. The standby letter of credit automatically renews annually . Contingencies From time to time, the Company is involved in routine litigation that arises in the ordinary course of business. There are no pending significant legal proceedings to which the Company is a party, for which management believes the ultimate outcome would have a material adverse effect on the Company’s financial position. |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and include all adjustments necessary for the fair presentation of the Company’s financial position for the periods presented. |
Principles of Consolidation | Principles of Consolidation The consolidated financial statements include the balances of the Company and its subsidiaries. All intercompany transactions and balances are eliminated in consolidation. |
Unaudited Interim Financial Information | Unaudited Interim Financial Information The accompanying unaudited condensed consolidated financial statements as of March 31, 2021 and for the three months ended March 31, 2021 and 2020, have been prepared in accordance with GAAP for interim financial statements and pursuant to Form 10-Q and Article 10 of Regulation S-X. In the opinion of management, all adjustments (consisting of normal recurring accruals) have been made that are considered necessary for a fair statement of the financial position of the Company as of March 31, 2021, the results of operations for the three months ended March 31, 2021 and 2020 and the cash flows for the three months ended March 31, 2021 and 2020. The condensed consolidated balance sheet as of December 31, 2020 has been derived from the Company’s audited consolidated financial statements. Operating results for the three months ended March 31, 2021 are not necessarily indicative of the results that may be expected for the year ending December 31, 2021. Certain information and disclosures normally included in the notes to annual financial statements prepared in accordance with GAAP have been omitted from these interim financial statements pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). Accordingly, these unaudited condensed consolidated financial statements should be read in conjunction with the financial statements for the fiscal year ended December 31, 2020, which are included in the Company’s 8-K/A filed with the SEC on March 11, 2021. |
Liquidity | Liquidity As of March 31, 2021, the Company has an accumulated deficit of approximately $ 96.4 million and net cash used in operating activities was approximately $ 14.7 million for the three months ended March 31, 2021. Management expects to continue to incur operating losses and negative cash flows from operations for the foreseeable future. As of March 31, 2021, the Company had cash, cash equivalents, and marketable securities of $ 824.7 million. The Company believes that its existing cash, cash equivalents, and marketable securities will be sufficient to meet its cash commitments for at least the next 12 months after the date that these consolidated financial statements are issued. The Company’s research and development activities can be costly, and the timing and outcomes are uncertain. The assumptions upon which the Company has based its estimates are routinely evaluated and may be subject to change. The actual amount of the Company’s expenditures will vary depending upon a number of factors including but not limited to the progress of the Company’s research and development activities and the level of financial resources available. |
Significant Risks and Uncertainties | Significant Risks and Uncertainties The Company’s operations are subject to a number of factors that can affect its operating results and financial condition. Such factors include, but are not limited to: the results of research and development, clinical testing and trial activities of the Company’s products, the Company’s ability to obtain regulatory approval to market its products, competition from products manufactured and sold or being developed by other companies, the price of, and demand for, Company’s products, the Company’s ability to negotiate favorable licensing or other manufacturing and marketing agreements for its products, and the Company’s ability to raise capital. The Company currently has no commercially approved products and there can be no assurance that the Company’s research and development will be successfully commercialized. Developing and commercializing a product requires significant time and capital and is subject to regulatory review and approval as well as competition from other biotechnology and pharmaceutical companies. The Company operates in an environment of rapid change and is dependent upon the continued services of its employees and vendors and obtaining and protecting intellectual property. The COVID-19 pandemic has not had a material adverse impact on the Company’s operations to date, however this disruption, if sustained or recurrent, could have a material adverse effect on the Company’s operating results and the Company’s overall financial condition. |
Emerging Growth Policy | Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933 (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”), reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s consolidated financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of revenue and expenses during the periods. Accordingly, actual results could differ from those estimates and those differences could be significant. |
Cash and Cash Equivalents | Cash and Cash Equivalents Cash equivalents include short-term, highly liquid instruments, consisting of money market accounts, a money market mutual fund and short-term investments with maturities from the date of purchase of 90 days or less. The majority of cash and cash equivalents are maintained with major financial institutions in North America. Deposits with these financial institutions may exceed the amount of insurance provided on such deposits. These deposits may be redeemed upon demand which reduces counterparty performance risk. |
Investment Securities | Investment Securities Debt securities have been classified as available-for-sale which may be sold before maturity or are not classified as held to maturity or trading. Marketable debt securities classified as available-for-sale are carried at fair value with unrealized gains or losses reported in other comprehensive income (loss). For securities in an unrealized loss positions, management considers the extent and duration of the unrealized loss, and the financial condition and near-term prospects of the issuer. Management also assesses whether it intends to sell, or it is more likely that not that it will be required to sell, a security in an unrealized loss position before recovery of its amortized cost basis. If management determines there is any other than temporary impairment, the entire difference between amortized cost and fair value is recognized as impairment through earnings. Interest income includes amortization and accretion of purchase premium and discount. Premiums and discounts on debt securities are amortized on the effective-interest method. Gains and loss on sales are recorded on the settlement date and determined using the specific identification method. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk are primarily cash, cash equivalents and marketable securities. The Company maintains its cash and cash equivalent balances in the form of business checking accounts and money market accounts, the balances of which, at times, may exceed federally insured limits. Exposure to cash and cash equivalents credit risk is reduced by placing such deposits with major financial institutions and monitoring their credit ratings. Marketable securities consist primarily of government and corporate bonds, with fixed interest rates. Exposure to credit risk of marketable securities is reduced by maintaining a diverse portfolio and monitoring their credit ratings. |
Property and Equipment | Property and Equipment Property and equipment are stated at cost less accumulated depreciation. Property and equipment are depreciated using the straight-line method over the estimated useful lives of the related assets of generally five years for computers and seven years for furniture and equipment. The cost of leasehold improvements is amortized on the straight-line method over the lesser of the estimated asset life or remaining term of the lease. Maintenance costs are expensed as incurred, while major betterments are capitalized. |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets The Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable and an impairment assessment may be performed may be performed on the recoverability or the carrying amounts. If an impairment occurs, the loss is measured by comparing the fair value of the asset to its carrying amount. |
Warrants | Warrants The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own ordinary shares, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded as a liability at their fair value on the date of issuance and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the statements of operations. The fair value of the warrants was estimated using a Monte Carlo simulation approach (see Note 4). Following the Merger, there were 5,787,472 warrants to purchase common stock outstanding, consisting of 4,791,639 Public Warrants, 162,500 Private Placement Warrants and 833,333 Forward Purchase Warrants (as defined below). Each whole warrant entitles the registered holder to purchase one share of our Class A common stock at a price of $ 11.50 per share. Pursuant to the warrant agreement, a warrant holder may exercise its warrants only for a whole number of shares of our Class A common stock. The Company evaluated Public Warrants, Private Placement Warrants and Forward Purchase Warrants (the “Warrants”) under ASC 815-40, Derivatives and Hedging—Contracts in Entity’s Own Equity, and concluded that they do not meet the criteria to be classified in stockholders’ equity. Specifically, the settlement value of the Warrants is dependent, in part, on the holder of the Warrants at the time of settlement. Because the holder of an instrument is not an input into the pricing of a fixed-for-fixed option on our common stock, the Warrants fail the indexation guidance in ASC 815-40, which would preclude classification in stockholders’ equity. Additionally, the exercise of the Warrants may be settled in cash upon the occurrence of a tender offer or exchange that involves more than 50% of the outstanding shares of the Company’s common stock. Because not all of the Company’s stockholders need to participate in such tender offer or exchange to trigger the potential cash settlement and the Company does not control the occurrence of such an event, the Company concluded that the warrants do not meet the conditions to be classified in equity. Since the Warrants meet the definition of a derivative under ASC 815, the Company recorded these Warrants as liabilities on the balance sheet at fair value upon the closing of the Merger, with subsequent changes in their respective fair values recognized in the consolidate statement of operations and comprehensive income (loss) at each reporting date. |
Deferred Financing Costs | Deferred Financing Costs Costs incurred in advance related to the Merger as described in Note 3, Merger are recorded as deferred financing costs on the condensed balance sheet as of December 31, 2020 and subsequently reclassed to additional paid in capital on the Closing Date of the Merger. |
Segment Information | Segment Information The Company manages its operations as a single segment for the purposes of assessing performance and making operating decisions. The Company’s operations are focused on oncology development activities. |
Research and Development Costs | Research and Development Costs Costs incurred in connection with research and development activities are expenses as incurred. These costs include fees paid to consultants, vendors and various entities that perform certain research and testing on behalf of the Company. |
Stock-based Compensation | Stock-based Compensation The Company recognizes compensation cost for grants of employee stock options using a fair-value measurement method, that is recognized in operating results as compensation expense based on fair value over the requisite service period of the awards. Forfeitures are recorded as they occur instead of estimating forfeitures that are expected to occur. The Company determines the fair value of stock-based awards that are based only on a service condition using the Black-Scholes option-pricing model which uses both historical and current market data to estimate fair value. The method incorporates various assumptions such as the risk-free interest rate, volatility, dividend yield, and expected life of the options. The Company determines the fair value of stock-based awards that are based on both a service condition and achievement of the first to occur of a market or performance condition using a Monte Carlo simulation. |
Income Tax | Income Taxes The Company accounts for income taxes using the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been recognized in the consolidated financial statements or in the Company’s tax returns. The difference between the financial statement and tax basis of assets and liabilities is determined annually. Deferred income tax assets and liabilities are computed for those differences that have future tax consequences using the currently enacted tax laws and rates that apply to the years in which they are expected to affect taxable income. The Company assesses the likelihood that its deferred tax assets will be recovered from future taxable income and, to the extent it believes, based upon the weight of available evidence, that it is more likely than not that all or a portion of the deferred tax assets will not be realized, a valuation allowance is established through a charge to income tax expense. The Company uses a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax positions taken, or expected to be taken, in a tax return. The provision for income taxes includes the effects of any resulting tax reserves, or unrecognized tax benefits, that are considered appropriate. The Company’s policy is to record interest and penalties related to income taxes as part of the tax provision. Returns for tax years beginning with those filed for the period ended December 31, 2018 are open to federal and state tax examination. |
Accounting Pronouncements Not Yet Adopted | Accounting Pronouncements Not Yet Adopted In February 2016, the FASB issued ASU No. 2016-02, Leases . Subsequently, the FASB issued ASU 2019-10 and then ASU 2020-05, both of which adjusted the effective date of ASU 2016-02 for non-public entities. The accounting standard is effective for non-public entities for fiscal years beginning after December 15, 2021 and interim periods within fiscal years beginning after December 15, 2022. The new standard establishes a right-of-use (ROU) model that requires a lessee to record a ROU asset and a lease liability on the balance sheet for all leases with terms longer than 12 months. Leases will be classified as either finance or operating, with classification affecting the pattern of expense recognition in the statement of operations. A modified retrospective transition approach is required at the beginning of the earliest comparative period presented in the financial statements, with certain practical expedients available. The Company is currently evaluating the impact of the pending adoption of the new standard on the Company’s consolidated financial statements. |
Merger (Tables)
Merger (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Business Combinations [Abstract] | |
Schedule of Sources and Uses of Funds Related to Merger | The following table summarizes the net proceeds from the Merger as of March 31, 2021 (in thousands): Panacea cash at bank and cash held in a trust account $ 144,642 Proceeds from PIPE investment and forward purchase agreement 501,550 Payment of underwriter fees and other offering costs ( 23,718 ) Payment to Panacea Class A common stockholders who ( 32 ) Net proceeds 622,442 Assumed assets and liabilities: Prepaid expenses 312 Accrued expenses ( 601 ) Warrant liability ( 15,268 ) Panacea equity at Effective Time $ 606,885 |
Summary of Number of Shares of Common Stock Outstanding on Merger | The following table summarized the number of shares of common stock outstanding immediately following the consummation of the Merger: Class A Class B Total Panacea shares outstanding prior to the Merger 14,862,500 3,593,750 18,456,250 Less: redemption of Panacea shares prior to the Merger ( 3,350 ) ( 3,350 ) Conversion of Panacea shares as a result of merger 3,593,750 ( 3,593,750 ) — Common stock of Panacea 18,452,900 — 18,452,900 Shares issued pursuant to the PIPE financing 47,655,000 — 47,655,000 Shares issued pursuant to the Forward Purchase 2,500,000 — 2,500,000 Issuance of shares upon the Merger 68,607,900 — 68,607,900 Conversion of Old Nuvation Redeemable Series A 68,097,805 — 68,097,805 Conversion of Old Nuvation Class A common stock 23,299,337 — 23,299,337 Conversion of Old Nuvation Class B common stock — 57,645,013 57,645,013 Conversion of Founder shares 56,645,013 ( 56,645,013 ) — Total shares of Nuvation Bio outstanding immediately 216,650,055 1,000,000 217,650,055 |
Fair Value Measurements and M_2
Fair Value Measurements and Marketable Securities Available-for-Sale (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Fair Value Disclosures And Available For Sale Securities [Abstract] | |
Schedule of Marketable securities Measured at Fair Value on Recurring Basis | March 31, 2021 Total Level 1 Level 2 Level 3 (In thousands) Assets: Marketable securities $ 185,809 $ — $ 185,809 $ — Liabilities: Warrants $ 15,561 $ — $ 15,561 December 31, 2020 Total Level 1 Level 2 Level 3 (In thousands) Marketable securities $ 185,997 $ — $ 185,997 $ — |
Schedule of Cost, Aggregate Fair Value and Unrealized Gains of Marketable Securities Available-for-sale | March 31, 2021 Amortized Fair Value Unrealized (In thousands) Marketable securities: U.S. government and government agency securities $ 91,357 $ 91,852 $ 495 Corporate bonds 93,471 93,957 486 $ 184,828 $ 185,809 $ 981 December 31, 2020 Amortized Fair Value Unrealized (In thousands) Marketable securities: U.S. government and government agency securities $ 97,495 $ 98,180 $ 685 Corporate bonds 86,945 87,817 872 $ 184,440 $ 185,997 $ 1,557 |
Schedule Of Available for sale Securities Maturity On Fair Value | Maturity information based on fair value is as follows as of March 31, 2021: Within one year After one year Total (In thousands) U.S. government and government agency securities $ 30,895 $ 60,957 $ 91,852 Corporate bonds 23,118 70,839 93,957 $ 54,013 $ 131,796 $ 185,809 |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Earnings Per Share [Abstract] | |
Summary of Securities Outstanding Excluded from Calculation of Weighted Average Shares Outstanding | The following securities outstanding at March 31, 2021 and 2020 have been excluded from the calculation of weighted average shares outstanding: Three Months Ended March 31, 2021 2020 Class A common shares subject to repurchase 15,153,602 — Class B common shares subject to repurchase — 27,276,482 Warrants 5,787,472 — Class A common stock options 10,233,201 2,972,585 |
Accumulated Other Comprehensi_2
Accumulated Other Comprehensive Income (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Statement Of Other Comprehensive Income [Abstract] | |
Schedule of Changes in Accumulated Other Comprehensive Income | 2021 2020 Balance at beginning of period $ 1,557 $ 421 Unrealized gain ( 531 ) 834 Amount reclassified for gains included in realized ( 45 ) ( 15 ) Balance at end of period $ 981 $ 1,240 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Summary of Stock-Based Compensation Expense | The stock-based compensation expense included in the Company’s consolidated statement of operations and comprehensive loss for the three months ended March 31, 2021 and 2020 is as follows (in thousands): Three Months Ended March 31, 2021 2020 Research and development $ 944 $ 277 General and administrative 622 63 $ 1,566 $ 340 |
Summary of Stock Option Activity under 2019 Plan and 2021 Plan | The following table summarizes stock option activity under the 2019 Plan and the 2021 Plan for the three months ended March 31, 2021. Shares Outstanding at December 31, 2020 43,318,218 Conversion adjustment related to the Merger (see Note 3) ( 34,827,515 ) Granted 1,774,349 Expired ( 31,851 ) Outstanding at March 31, 2021 10,233,201 Exercisable at March 31, 2021 1,301,735 |
Warrants (Tables)
Warrants (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Warrant Disclosure [Abstract] | |
Schedule of Fair Values for Outstanding Warrants | The Company determined the following fair values for the outstanding warrants (in thousands): March 31, Public Warrants $ 12,842 Private Placement Warrants 486 Forward Purchase Warrants 2,233 Total $ 15,561 |
Schedule of Quantitative Information Regarding Fair Value Measurements | The following table provides quantitative information regarding Level 3 fair value measurements: At February 10, 2021 As of Stock price $ 10.42 $ 10.45 Strike price $ 11.50 $ 11.50 Term (in years) 5.0 4.9 Volatility 35.3 % 35.5 % Risk-free rate 0.5 % 0.9 % Dividend yield 0.0 % 0.0 % Fair value of warrants $ 2.64 $ 2.69 |
Nature of Operations - Addition
Nature of Operations - Additional Information (Details) | 3 Months Ended |
Mar. 31, 2021 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Agreement Date | Oct. 20, 2020 |
Significant Accounting Polici_3
Significant Accounting Policies - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | |
Accumulated Deficit | $ (96,357) | $ (75,955) | |
Net cash used in operating activities | $ (14,730) | $ (8,718) | |
Sale of Stock, Description of Transaction | the exercise of the Warrants may be settled in cash upon the occurrence of a tender offer or exchange that involves more than 50% of the outstanding shares of the Company’s common stock. | ||
Cash and cash equivalents and marketable securities | $ 824,700 | ||
Warrants to purchase common stock outstanding | 5,787,472 | ||
Class of warrant or right, exercise price of warrants or rights | $ 11.50 | ||
Public Warrants [Member] | |||
Warrants to purchase common stock outstanding | 4,791,639 | ||
Private Placement Warrants [Member] | |||
Warrants to purchase common stock outstanding | 162,500 | ||
Forward Purchase Warrants | |||
Warrants to purchase common stock outstanding | 833,333 | ||
Computer [Member] | |||
Property and equipment, estimated useful life | 5 years | ||
Furniture and Equipment [Member] | |||
Property and equipment, estimated useful life | 7 years |
Merger - Additional Information
Merger - Additional Information (Details) | Feb. 10, 2021USD ($)$ / sharesshares | Oct. 20, 2020USD ($)$ / sharesshares | Mar. 31, 2021USD ($)$ / sharesshares | Mar. 26, 2021$ / shares | Dec. 31, 2020shares |
Business Acquisition [Line Items] | |||||
Stock issued during the period, value | $ | $ 3,787,000 | ||||
Common stock and additional paid in capital, shares issued | 217,650,055 | 149,042,155 | |||
Underwriter fees and other offering costs | $ | $ (23,718,000) | ||||
Warrant liability | $ | (15,268,000) | ||||
Forward Purchase Warrants [Member] | |||||
Business Acquisition [Line Items] | |||||
Warrants issued during the period | 833,333 | ||||
Private Placement [Member] | |||||
Business Acquisition [Line Items] | |||||
Shares issued, price per share | $ / shares | $ 10 | ||||
Panacea [Member] | |||||
Business Acquisition [Line Items] | |||||
Underwriter fees and other offering costs | $ | $ 2,500,000 | ||||
Class A Common Stock [Member] | |||||
Business Acquisition [Line Items] | |||||
Stock issued during the period, shares | 47,655,000 | ||||
Shares issued, price per share | $ / shares | $ 10 | $ 11.50 | $ 10.28 | ||
Stock issued during the period, value | $ | $ 476,600,000 | ||||
Stock conversion ratio | 0.196 | ||||
Common Stock, Voting Rights | one vote per share | ||||
Common stock and additional paid in capital, shares issued | 216,650,055 | 91,397,142 | |||
Class A Common Stock [Member] | Private Placement [Member] | |||||
Business Acquisition [Line Items] | |||||
Stock issued during the period, shares | 2,500,000 | ||||
Stock issued during the period, value | $ | $ 25,000,000 | ||||
Class A Common Stock [Member] | Panacea [Member] | |||||
Business Acquisition [Line Items] | |||||
Stock redeemed during the period, shares | 3,350 | ||||
Common stock redemption price per share | $ / shares | $ 10 | ||||
Stock redeemed or called during period, value | $ | $ 33,502 | ||||
Class B Common Stock [Member] | |||||
Business Acquisition [Line Items] | |||||
Exchange Rate | 0.196 | ||||
Conversion of Stock, Shares Issued | 1,000,000 | ||||
Common stock and additional paid in capital, shares issued | 1,000,000 | 57,645,013 |
Merger - Schedule of Net Procee
Merger - Schedule of Net Proceed from Business Combinations (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2021USD ($) | |
Business Combinations [Abstract] | |
Panacea cash at bank and cash held in a trust account | $ 144,642 |
Proceeds from PIPE investment and forward purchase agreement | 501,550 |
Payment of underwriter fees and other offering costs | 23,718 |
Payment to Panacea Class A common stockholders who exercised their right to redeem their shares | 32 |
Net proceeds | 622,442 |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Assets, Prepaid Expense and Other Assets | 312 |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Financial Liabilities | (601) |
Warrant liability | (15,268) |
Panacea Equity at Effective Time | $ 606,885 |
Merger- Summary of Number of Sh
Merger- Summary of Number of Shares of Common Stock Outstanding on Business Merger (Details) | Feb. 10, 2021shares |
Business Acquisition [Line Items] | |
Panacea shares outstanding prior to Merger | 18,456,250 |
Less: redemption of Panacea shares prior to the Merger | (3,350) |
Conversion of Panacea shares as a result of merger | 0 |
Common stock of Panacea | 18,452,900 |
Shares issued pursuant to the PIPE financing | 47,655,000 |
Shares issued pursuant to the Forward Purchase | 2,500,000 |
Issuance of shares upon the Merger | 68,607,900 |
Conversion of Old Nuvation common stock | 23,299,337 |
Conversion of Founder shares | 0 |
Total shares of Nuvation Bio outstanding immediately following the Merger | 217,650,055 |
Class A Common Stock [Member] | |
Business Acquisition [Line Items] | |
Panacea shares outstanding prior to Merger | 14,862,500 |
Less: redemption of Panacea shares prior to the Merger | (3,350) |
Conversion of Panacea shares as a result of merger | 3,593,750 |
Common stock of Panacea | 18,452,900 |
Shares issued pursuant to the PIPE financing | 47,655,000 |
Shares issued pursuant to the Forward Purchase | 2,500,000 |
Issuance of shares upon the Merger | 68,607,900 |
Conversion of Old Nuvation Redeemable Series A Convertible Preferred Stock | 68,097,805 |
Conversion of Old Nuvation common stock | 23,299,337 |
Conversion of Founder shares | 56,645,013 |
Total shares of Nuvation Bio outstanding immediately following the Merger | 216,650,055 |
Class B Common Stock [Member] | |
Business Acquisition [Line Items] | |
Panacea shares outstanding prior to Merger | 3,593,750 |
Conversion of Panacea shares as a result of merger | (3,593,750) |
Common stock of Panacea | 0 |
Shares issued pursuant to the PIPE financing | 0 |
Shares issued pursuant to the Forward Purchase | 0 |
Issuance of shares upon the Merger | 0 |
Conversion of Old Nuvation common stock | 57,645,013 |
Conversion of Founder shares | (56,645,013) |
Total shares of Nuvation Bio outstanding immediately following the Merger | 1,000,000 |
Preferred Class A [Member] | |
Business Acquisition [Line Items] | |
Conversion of Old Nuvation Redeemable Series A Convertible Preferred Stock | 68,097,805 |
Preferred Class B [Member] | |
Business Acquisition [Line Items] | |
Conversion of Old Nuvation common stock | 57,645,013 |
Fair Value Measurements and M_3
Fair Value Measurements and Marketable Securities Available For Sale - Schedule of Marketable securities Measured at Fair Value on Recurring Basis (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Defined Benefit Plan Disclosure [Line Items] | ||
Marketable securities | $ 185,809 | $ 185,997 |
Warrants | 15,561 | |
Level 1 [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Marketable securities | 0 | 0 |
Warrants | 0 | |
Level 2 [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Marketable securities | 185,809 | 185,997 |
Level 3 [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Marketable securities | 0 | $ 0 |
Warrants | $ 15,561 |
Fair Value Measurements and M_4
Fair Value Measurements and Marketable Securities Available For Sale - Schedule of Cost, Aggregate Fair Value and Unrealized Gains of Marketable Securities Available-for-sale (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Amortized Cost Basic | $ 184,828 | $ 184,440 |
Available For Sale At Fair Value | 185,809 | 185,997 |
Unrealized Gain At Fair Value | 981 | 1,557 |
U.S. Government And Government Agency Securities [Member] | ||
Amortized Cost Basic | 91,357 | 97,495 |
Available For Sale At Fair Value | 91,852 | 98,180 |
Unrealized Gain At Fair Value | 495 | 685 |
Corporate Bonds [Member] | ||
Amortized Cost Basic | 93,471 | 86,945 |
Available For Sale At Fair Value | 93,957 | 87,817 |
Unrealized Gain At Fair Value | $ 486 | $ 872 |
Fair Value Measurements and M_5
Fair Value Measurements and Marketable Securities Available For Sale - Schedule Of Available for sale Securities Maturity on Fair Value (Details) $ in Thousands | Mar. 31, 2021USD ($) |
Due With in one year, Amortized Cost | $ 54,013 |
Due after one year through five years, Amortized Cost | 131,796 |
Total, Amortized Cost | 185,809 |
U.S. Government And Government Agency Securities [Member] | |
Due With in one year, Amortized Cost | 30,895 |
Due after one year through five years, Amortized Cost | 60,957 |
Total, Amortized Cost | 91,852 |
Corporate Bonds [Member] | |
Due With in one year, Amortized Cost | 23,118 |
Due after one year through five years, Amortized Cost | 70,839 |
Total, Amortized Cost | $ 93,957 |
Fair Value Measurements and M_6
Fair Value Measurements and Marketable Securities Available For Sale - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Fair Value Disclosures And Available For Sale Securities [Abstract] | ||
Amortization | $ 0.6 | $ 0.2 |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Details) - USD ($) $ / shares in Units, $ in Millions | Mar. 26, 2021 | Feb. 10, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Oct. 20, 2020 |
Class Of Stock [Line Items] | |||||
Common stock outstanding | 217,650,055 | 149,042,155 | |||
Common Class B [Member] | |||||
Class Of Stock [Line Items] | |||||
Common stock outstanding | 1,000,000 | 57,645,013 | |||
Class A Common Stock [Member] | |||||
Class Of Stock [Line Items] | |||||
Common stock outstanding | 216,650,055 | 91,397,142 | |||
Aggregate fair value of common stock issued to common stockholder | $ 3.8 | ||||
Shares issued, price per share | $ 10.28 | $ 11.50 | $ 10 | ||
Number of shares decreased subject to repurchase under stock restriction agreement | 1,101,240 | ||||
Number of shares for repurchase option | 15,153,602 | ||||
Common Stock, Voting Rights | one vote per share | ||||
Class A and Class B Common Stock [Member] | |||||
Class Of Stock [Line Items] | |||||
Preferred Stock, Convertible, Shares Issuable | 43,188,000 | ||||
Common Stock, Voting Rights | one vote per share on all matters | ||||
Voting descriptions | Holders of Class A and Class B common stock are entitled to one vote per share on all matters, except that the holders of Class A common stock do not participate in the election of the directors who are elected exclusively by the holders of Class B common stock. Holders of Class A and Class B common stock vote together as a single class on all matters, except that (i) the holders of Class B common stock have the right, voting as a separate class, to elect and remove without cause three directors plus at least 50% of any directors in excess of seven, and (ii) the approval of the holders of a majority of Class B common stock, voting as a separate class, is required for approval by the stockholders of any acquisition (whether by merger, sale of shares or sale of assets) or liquidation. There are no cumulative voting rights | ||||
Founder | Common Class B [Member] | |||||
Class Of Stock [Line Items] | |||||
Outstanding common stock, ownership percentage | 100.00% | ||||
Founder | Class A Common Stock [Member] | |||||
Class Of Stock [Line Items] | |||||
Shares, Issued | 368,408 |
Net Loss Per Share - Summary of
Net Loss Per Share - Summary of Securities Outstanding Excluded from Calculation of Weighted Average Shares Outstanding (Details) - shares | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Class A Common Shares Subject to Repurchase [Member] | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Securities outstanding excluded from calculation of weighted average shares outstanding | 15,153,602 | |
Class B Common Shares Subject to Repurchase [Member] | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Securities outstanding excluded from calculation of weighted average shares outstanding | 27,276,482 | |
Warrants [Member] | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Securities outstanding excluded from calculation of weighted average shares outstanding | 5,787,472 | |
Class A Common Stock Options {Member] | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Securities outstanding excluded from calculation of weighted average shares outstanding | 10,233,201 | 2,972,585 |
Accumulated Other Comprehensi_3
Accumulated Other Comprehensive Income - Schedule of Changes in Accumulated Other Comprehensive Income (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Statement Of Other Comprehensive Income [Abstract] | ||
Balance at beginning of period | $ 1,557 | $ 421 |
Unrealized gain | (531) | 834 |
Amount reclassified for gains included in realized gain on marketable securities | (45) | (15) |
Balance at end of period | $ 981 | $ 1,240 |
Stock-Based Compensation - Addi
Stock-Based Compensation - Additional Information (Details) | 3 Months Ended |
Mar. 31, 2021$ / sharesshares | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Weighted average exercise price of outstanding options | $ / shares | $ 5 |
2021 Equity Incentive Plan [Member] | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Number of common stock outstanding or issuable, percentage | 4.00% |
Share-based compensation arrangement by share-based payment award, description | In addition, the number of shares of Class A common stock reserved for issuance under the 2021 Plan will automatically increase on January 1 of each year, starting on January 1, 2022 through January 1, 2031, in an amount equal to (1) 4.0% of the total number of shares of Class A common stock and Class B common stock outstanding or issuable upon conversion or exercise of outstanding instruments on December 31 of the preceding year, or (2) a lesser number of shares of Class A common stock determined by our board of directors prior to the date of the increase. |
2021 Equity Incentive Plan [Member] | Maximum [Member] | Class A Shares [Member] | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Number of common shares issuable under the plan (in shares) | 50,684,047 |
Number of shares available for issuance | 152,052,141 |
Employee Stock Purchase Plan [Member] | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Number of common stock outstanding or issuable, percentage | 1.00% |
Share-based compensation arrangement by share-based payment award, description | Additionally, the number of shares of Class A common stock reserved for issuance under the 2021 ESPP will automatically increase on January 1st of each year, beginning on January 1, 2022 and continuing through and including January 1, 2031, by 1.0% of the total number of shares of Class A common stock and Class B common stock outstanding or issuable upon conversion or exercise of outstanding instruments on December 31st of the preceding calendar year or such lesser number of shares of Class A common stock as determined by our board of directors. |
Employee Stock Purchase Plan [Member] | Maximum [Member] | Class A Shares [Member] | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Number of common shares issuable under the plan (in shares) | 4,750,354 |
Stock-Based Compensation - Summ
Stock-Based Compensation - Summary of Stock-Based Compensation Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||
Stock-based compensation expense | $ 1,566 | $ 340 |
Research and Development [Member] | ||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||
Stock-based compensation expense | 944 | 277 |
General and Administrative [Member] | ||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||
Stock-based compensation expense | $ 622 | $ 63 |
Stock-Based Compensation - Su_2
Stock-Based Compensation - Summary of Stock Option Activity under 2019 Plan and 2021 plan (Details) - 2021 and 2019 Equity Incentive Plan [Member] | 3 Months Ended |
Mar. 31, 2021shares | |
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |
Number of share option outstanding, Beginning balance | 43,318,218 |
Conversion adjustment related to the Merger | (34,827,515) |
Number of share option, Granted | 1,774,349 |
Number of share option, Expired | 31,851 |
Number of share option outstanding, Ending balance | 10,233,201 |
Number of share option exercisable, Ending balance | 1,301,735 |
Warrants - Additional Informati
Warrants - Additional Information (Details) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | ||
Mar. 31, 2021 | Mar. 26, 2021 | Oct. 20, 2020 | |
Class Of Warrant Or Right [Line Items] | |||
Warrants to purchase common stock outstanding | 5,787,472 | ||
Change in Fair Value, Loss | $ 0.3 | ||
Fair Value Transfers, Description | There were no transfers between Levels 1, 2 or 3 during the period ended March 31, 2021 | ||
Public Warrants [Member] | |||
Class Of Warrant Or Right [Line Items] | |||
Warrants to purchase common stock outstanding | 4,791,639 | ||
Private Placement Warrants [Member] | |||
Class Of Warrant Or Right [Line Items] | |||
Warrants to purchase common stock outstanding | 162,500 | ||
Forward Purchase Warrants [Member] | |||
Class Of Warrant Or Right [Line Items] | |||
Warrants to purchase common stock outstanding | 833,333 | ||
Class A Common Stock [Member] | |||
Class Of Warrant Or Right [Line Items] | |||
Warrants to purchase common stock outstanding | 5,787,472 | ||
Aggregate warrants outstanding | 5,787,472 | ||
Shares issued, price per share | $ 11.50 | $ 10.28 | $ 10 |
Warrants - Schedule of Quantita
Warrants - Schedule of Quantitative Information Regarding Level 3 Fair Value Measurements (Details) - USD ($) | Feb. 10, 2021 | Mar. 31, 2021 |
Class Of Warrant Or Right [Line Items] | ||
Fair Value Of Warrants | $ 293,000 | |
Level 3 [Member] | ||
Class Of Warrant Or Right [Line Items] | ||
Stock Price | $ 10.42 | $ 10.45 |
Strike Price | $ 11.50 | $ 11.50 |
Term(In Years) | 5 years | 4 years 10 months 24 days |
Volatility | 35.30% | 35.50% |
Risk Free Rate | 0.50% | 0.90% |
Dividend Yield | 0.00% | 0.00% |
Fair Value Of Warrants | $ 2,640 | $ 2,690 |
Warrants - Schedule of Fair Val
Warrants - Schedule of Fair Values for Outstanding Warrants (Details) $ in Thousands | Mar. 31, 2021USD ($) |
Class Of Warrant Or Right [Line Items] | |
Fair values of outstanding warrants | $ 15,561 |
Public Warrants [Member] | |
Class Of Warrant Or Right [Line Items] | |
Fair values of outstanding warrants | 12,842 |
Private Placement Warrants [Member] | |
Class Of Warrant Or Right [Line Items] | |
Fair values of outstanding warrants | 486 |
Forward Purchase Warrants | |
Class Of Warrant Or Right [Line Items] | |
Fair values of outstanding warrants | $ 2,233 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |||
Effective income tax rate | 0.00% | 0.00% | |
Unrecognized tax benefits | $ 0 | $ 0 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) - Standby Letter of Credit [Member] $ in Millions | 3 Months Ended |
Mar. 31, 2021USD ($) | |
Loss Contingencies [Line Items] | |
Letter of Credit, Amount | $ 0.5 |
Line of credit facility, frequency of commitment fee payment | annually |