Table of Contents As filed with the U.S. Securities and Exchange Commission on March 29, 2021. Registration No. 333-254176 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 1 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 NUVATION BIO INC. (Exact name of registrant as specified in its charter) Delaware 2834 85-0862255 (State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer incorporation or organization) Classification Code Number) Identification No.) 1500 Broadway, Suite 1401 New York, New York 10036 (332) 208-6102 (Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices) David Hung, MD President and Chief Executive Officer Nuvation Bio Inc. 1500 Broadway, Suite 1401 New York, New York 10036 (332) 208-6102 (Name, address, including zip code, and telephone number, including area code, of agent for service) Copies to: Kenneth L. Guernsey John T. McKenna Cooley LLP 101 California Street, 5th Floor San Francisco, California 94111 (415) 693-2000 Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement is declared effective. If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ☒ If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐ If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐ If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filer ☐ Accelerated filer ☐ Non-accelerated filer ☒ Smaller reporting company ☒ Emerging growth company ☒ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐ CALCULATION OF REGISTRATION FEE Amount Proposed Proposed Title of Each Class of to be Maximum Aggregate Maximum Aggregate Securities To Be Registered Registered(1) Offering Price Per Share Offering Price Amount of Registration Fee Class A common stock, par value $0.0001 per share 65,728,247(2) $10.26(3) $674,371,814.22(3) $73,574 Warrants to purchase Class A common stock 995,833(4) $— $— $—(5) Total $674,371,814.22 $73,574(6) (1) In the event of a stock split, stock dividend or other similar transaction involving shares of Class A common stock, par value $0.0001 per share (“Common Stock”) of Nuvation Bio Inc. (the “Registrant”), in order to prevent dilution, the number of shares of Common Stock registered hereby shall be automatically increased to cover the additional shares of Common Stock in accordance with Rule 416(a) under the Securities Act. (2) Consists of (i) 60,936,608 shares of Common Stock registered for sale by the selling securityholders named in this registration statement (including the shares referred to in the following clauses (ii) and (iii)), (ii) 833,333 shares of Common Stock issuable upon the exercise of the Forward Purchase Warrants (as defined below), (iii) 162,500 shares of Common Stock issuable upon the exercise of Private Placement Warrants (as defined below) and (iv) 4,791,639 shares of Common Stock issuable upon the exercise of the Public Warrants (as defined below). (3) Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(c) under the Securities Act. The price per share and aggregate offering price are based on the average of the high and low prices of the Common Stock on March 26, 2021, as reported on the New York Stock Exchange. (4) Consists of the resale of (i) 162,500 Private Placement Warrants, which were issued on July 6, 2020 and (ii) 833,333 Forward Purchase Warrants, which were issued on February 10, 2021 and will become exercisable on July 6, 2021. (5) In accordance with Rule 457(i), the entire registration fee for the Private Placement Warrants is allocated to the shares of Common Stock underlying the Private Placement Warrants, and no separate fee is payable for the Private Placement Warrants. (6) $68,676 was paid upon the initial filing of this registration statement. The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine. Table of Contents The information in this preliminary prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities nor does it seek an offer to buy these securities in any jurisdiction where the offer or sale is not permitted. Subject to Completion, Dated March 29, 2021 PRELIMINARY PROSPECTUS Up to 60,936,608 Shares of Class A Common Stock Up to 5,787,472 Shares of Class A Common Stock Issuable Upon Exercise of Warrants Up to 995,833 Warrants to Purchase Class A Common Stock This prospectus relates to the issuance by us of an aggregate of up to 5,787,472 shares of our Class A common stock, $0.0001 par value per share (the “common stock”), which consists of (i) up to 162,500 shares of common stock that are issuable upon the exercise of private placement warrants (the “Private Placement Warrants”) originally issued in a private placement (“Private Placement”) to EcoR1 Panacea Holdings, LLC (the “Sponsor”) and PA Co-Investment LLC (“Cowen Investments”), in connection with the initial public offering of Panacea Acquisition Corp. (“Panacea”), (ii) 833,333 shares of common stock that are issuable upon the exercise of warrants (the “Forward Purchase Warrants” and together with the Private Placement Warrants, the “Private Warrants”) issued pursuant to that certain forward purchase agreement, dated June 30, 2020, by and among Panacea and the Sponsor and certain of its affiliates (the “Forward Purchase”) and (iii) up to 4,791,639 shares of common stock that are issuable upon the exercise of public warrants (the “Public Warrants” and, together with the Private Warrants, the “warrants”). We will receive the proceeds from the exercise of any warrants for cash. This prospectus also relates to the offer and sale from time to time by the selling securityholders named in this prospectus or their permitted transferees (the “selling securityholders”) of (i) up to 60,936,608 shares of common stock consisting of (a) up to 487,500 shares of common stock (the “Private Placement Shares”) issued to the Sponsor and Cowen Investments in the Private Placement, (b) up to 2,500,000 shares of common stock (the “Forward Purchase Shares”) issued to the Sponsor and certain of its affiliates in the Forward Purchase, (c) up to 995,833 shares of common stock issuable upon exercise of the Private Warrants, (d) up to 45,655,000 shares of common stock (the “PIPE Shares”) issued on February 10, 2021 in a private placement pursuant to subscription agreements, dated October 20, 2020, (e) up to 10,929,867 additional shares of common stock pursuant to that certain Amended and Restated Registration Rights Agreement, dated February 10, 2021, between us and the selling securityholders, granting such holders registration rights with respect to such shares and (f) 368,408 shares of common stock to be issued to a commercial partner under an Agreement Regarding Subsequent Shares entered into in March 2021), and (ii) up to 995,833 Private Warrants. We will not receive any proceeds from the sale of shares of common stock or warrants by the selling securityholders pursuant to this prospectus. The selling securityholders may offer, sell or distribute all or a portion of the securities hereby registered publicly or through private transactions at prevailing market prices or at negotiated prices. We will not receive any of the proceeds from such sales of the shares of common stock or warrants, except with respect to amounts received by us upon exercise of the warrants. We will bear all costs, expenses and fees in connection with the registration of these securities, including with regard to compliance with state securities or “blue sky” laws. The selling securityholders will bear all commissions and discounts, if any, attributable to their sale of shares of common stock or Private Warrants. See the section titled “Plan of Distribution.” Our common stock and Public Warrants are listed on the New York Stock Exchange (“NYSE”) under the symbols “NUVB” and “NUVB.WS,” respectively.