SC 13D/A

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With

Sole Voting Power

13,072,340 shares of Class A Common Stock (2)

Shared Voting Power

0

Sole Dispositive Power

13,072,340 shares of Class A Common Stock (2)

Shared Dispositive Power

0

SC 13D/A 1 d892626dsc13da.htm SC 13D/A SC 13D/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

SCHEDULE 13D

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 2)*

Nuvation Bio, Inc.

(Name of Issuer)

Class A Common Stock

(Title of Class of Securities)

67080N 101

(CUSIP Number)

OTELLO STAMPACCHIA

OMEGA FUND V, L.P.

888 BOYLSTON ST., STE. 1111

BOSTON, MA 02199

TELEPHONE: 617-502-6538

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

September 4, 2024

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

*	The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).


CUSIP No. 67080N 101		13D


1.		Name of Reporting Persons Omega Fund V, L.P.
2.		Check the Appropriate Box if a Member of a Group (see instructions) (a) ☐ (b) ☒(1)
3.		SEC USE ONLY
4.		Source of Funds (see instructions) WC
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e) ☐
6.		Citizenship or Place of Organization Cayman Islands

(1)

This Schedule 13D is filed by Omega Fund V, L.P. (“Omega Fund”), Omega Fund V GP, L.P. (“Omega GP”), Omega Fund V GP Manager, Ltd. (“Omega Ltd”), Claudio Nessi (“Nessi”) and Otello Stampacchia (“Stampacchia”) (together, the “Reporting Persons”). Omega Ltd serves as the general partner of Omega GP, which serves as the general partner of Omega Fund; and each of Omega Ltd and Omega GP may be deemed to own beneficially the shares held by Omega Fund. Nessi and Stampacchia are the directors of Omega Ltd and may be deemed to beneficially own the shares held by Omega Fund. The Reporting Persons may be deemed a “group” for purposes of Section 13 of the Exchange Act and expressly disclaim status as a “group” for purposes of this Schedule 13D. Each of Nessi and Stampacchia expressly disclaims beneficial ownership of the securities reported herein, except to the extent of his or her pecuniary interest therein, if any.

(2)	This percentage set forth on the cover sheets is calculated based on 333,780,289 shares of Class A Common Stock as of September 4, 2024, as reported in the Issuer’s Current Report on Form 8-K filed with the SEC on September 5, 2024.


CUSIP No. 67080N 101		13D


1.		Name of Reporting Persons Omega Fund V GP, L.P.
2.		Check the Appropriate Box if a Member of a Group (see instructions) (a) ☐ (b) ☒(1)
3.		SEC USE ONLY
4.		Source of Funds (see instructions) AF
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e) ☐
6.		Citizenship or Place of Organization Cayman Islands

(1)

(2)	This percentage set forth on the cover sheets is calculated based on 333,780,289 shares of Class A Common Stock as of September 4, 2024, as reported in the Issuer’s Current Report on Form 8-K filed with the SEC on September 5, 2024.


CUSIP No. 67080N 101		13D


1.		Name of Reporting Persons Omega Fund V GP Manager, Ltd.
2.		Check the Appropriate Box if a Member of a Group (see instructions) (a) ☐ (b) ☒(1)
3.		SEC USE ONLY
4.		Source of Funds (see instructions) AF
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e) ☐
6.		Citizenship or Place of Organization Cayman Islands

(1)

(2)	This percentage set forth on the cover sheets is calculated based on 333,780,289 shares of Class A Common Stock as of September 4, 2024, as reported in the Issuer’s Current Report on Form 8-K filed with the SEC on September 5, 2024.


CUSIP No. 67080N 101		13D


1.		Name of Reporting Persons Claudio Nessi
2.		Check the Appropriate Box if a Member of a Group (see instructions) (a) ☐ (b) ☒(1)
3.		SEC USE ONLY
4.		Source of Funds (see instructions) AF
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e) ☐
6.		Citizenship or Place of Organization Switzerland

(1)

(2)	This percentage set forth on the cover sheets is calculated based on 333,780,289 shares of Class A Common Stock as of September 4, 2024, as reported in the Issuer’s Current Report on Form 8-K filed with the SEC on September 5, 2024.


CUSIP No. 67080N 101		13D


1.		Name of Reporting Persons Otello Stampacchia
2.		Check the Appropriate Box if a Member of a Group (see instructions) (a) ☐ (b) ☒(1)
3.		SEC USE ONLY
4.		Source of Funds (see instructions) AF
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e) ☐
6.		Citizenship or Place of Organization Italy

(1)

(2)	This percentage set forth on the cover sheets is calculated based on 333,780,289 shares of Class A Common Stock as of September 4, 2024, as reported in the Issuer’s Current Report on Form 8-K filed with the SEC on September 5, 2024.


CUSIP No. 67080N 101		13D

The following constitutes Amendment No. 2 to the Schedule 13D filed by the undersigned (“Amendment No. 2”). This Amendment No. 2 amends the Schedule 13D as specifically set forth herein.

Item 5. Interest in Securities of the Issuer

Items 5(a)-(e) are hereby amended and restated to read as follows:

(a), (b) The aggregate number and percentage of Class A Common Stock of the Issuer owned by each Reporting Person are based upon 333,780,289 shares of Class A Common Stock as of September 4, 2024, as reported in the Issuer’s Current Report on Form 8-K filed with the SEC on September 5, 2024.

The Reporting Persons may be deemed to beneficially own an aggregate of 13,072,340 shares of Class A Common Stock. This aggregate number represents approximately 3.9% of the total Shares of Class A Common Stock currently outstanding.

Each Reporting Person may be deemed to beneficially own the shares set forth below:


Omega Fund	—	13,072,340
Omega GP	—	13,072,340
Omega Ltd	—	13,072,340
Nessi	—	13,072,340
Stampacchia	—	13,072,340

The Omega Fund has the sole power to vote and dispose of 13,072,340 Shares of Class A Common Stock as a result of its direct beneficial ownership of 13,072,340 Shares of Class A Common Stock. Omega GP, Omega Ltd, Nessi and Stampacchia may be deemed, on an aggregate basis, to have shared power to vote and dispose of 13,072,340 Shares of Class A Common Stock as a result of their deemed beneficial ownership of 13,072,340 Shares of Class A Common Stock.

Pursuant to Rule 13d-4 of the Act, each of Nessi and Stampacchia expressly disclaims beneficial ownership of the securities reported herein, except to the extent of his or her pecuniary interest therein, if any.

(c) Information concerning transactions in the shares of Class A Common Stock effected within last 60 days by the Reporting Persons is set forth below.

Reporting Person Who Effected The Transaction

Date of
Transaction

Number
of Shares

Type of
Security

Average Price
Per Share

Where and How
the Transaction
was Effected

Omega Fund

07/12/2024

85,082

Class A
Common Stock

3.5112

Open market
sale on Nasdaq

Omega Fund

07/16/2024

8,493

Class A
Common Stock

3.5000

Open market
sale on Nasdaq

Omega Fund

07/24/2024

109,929

Class A
Common Stock

3.5551

Open market
sale on Nasdaq

(d) Not applicable.

(e) As of September 4, 2024, the Reporting Persons ceased to be beneficial owners of more than five percent of the Issuer’s Class A Common Stock.


CUSIP No. 67080N 101		13D

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: October 18, 2024


OMEGA FUND V, L.P.

BY: Omega Fund V GP, L.P.
ITS: GENERAL PARTNER

BY: Omega Fund V GP Manager, Ltd.
ITS: GENERAL PARTNER

By:		/s/ * Deirdre A. Cunnane, as Attorney-in-Fact
		Director

OMEGA FUND V GP, L.P.

BY: Omega Fund V GP Manager, Ltd.
ITS: GENERAL PARTNER

By:		/s/ * Deirdre A. Cunnane, as Attorney-in-Fact
		Director

OMEGA FUND V GP MANAGER, LTD.

By:		/s/ * Deirdre A. Cunnane, as Attorney-in-Fact
		Director

/s/ * Deirdre A. Cunnane, as Attorney-in-Fact
Claudio Nessi

/s/ * Deirdre A. Cunnane, as Attorney-in-Fact
Otello Stampacchia

Amendment: SEC Form SC 13D/A filed by Nuvation Bio Inc.