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CORRESP
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CORRESP

 Kenneth L. Guernsey

 T: +1
415 693 2091

 kguernsey@cooley.com

 June 18, 2024

Via EDGAR

 U.S. Securities and Exchange Commission

Division of Corporation Finance

 100 F St., N.E.

Washington, D.C. 20549

Attention:
 Jessica Dickerson

Joe McCann

 Division of
Corporate Finance, Office of Life Sciences

Re:
 Nuvation Bio Inc.

Preliminary Proxy Statement on Schedule 14A

Filed May 24, 2024

File No. 001-39351

Dear Ms. Dickerson and Mr. McCann:

This letter sets forth the responses of Nuvation Bio Inc. (the “Company”) to the comments provided by the staff (the
“Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) in its comment letter dated June 10, 2024 (the “Comment Letter”) with respect to the Preliminary Proxy Statement on
Schedule 14A, filed by the Company on May 24, 2024 (the “Preliminary Proxy Statement”).

 For your convenience, on
behalf of the Company, we have reproduced the comments of the Staff from the Comment Letter in bold italics below and provided a response below each comment. Any terms not defined in this letter have the meaning ascribed to them in the Preliminary
Proxy Statement.

 Preliminary Proxy Statement on Schedule 14A, Filed May 24, 2024

Proposal 4, page 39

1.
 We note that Proposal 4 seeks stockholder approval for the conversion of Series A Convertible Preferred
Stock into Class A Common Stock. We further note that you issued this convertible preferred stock as consideration in your April 9, 2024 merger with AnHeart Therapeutics Ltd and that this conversion vote for the merger consideration is
required by NYSE rules. Given that you did not solicit your pre-merger stockholders to approve either the merger or the merger consideration, please revise your preliminary proxy statement to include all of
the information concerning the merger that is required by Items 11, 13, and 14 of Schedule 14A. For guidance refer to Note A to Schedule 14A.

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 Page Two

 Response: We respectfully advise the Staff that, prior to filing the Preliminary Proxy
Statement, we carefully reviewed the instructions in Note A of Schedule 14A to determine whether the information required by Items 11, 13 and 14 of Schedule 14A were required disclosure in the Preliminary Proxy Statement. As discussed on a call
between the Staff and representatives of Cooley LLP on June 12, 2024, and based on the analysis described below, we are of the view that the Preliminary Proxy Statement addresses all required Schedule 14A items and Note A of Schedule 14A is not
applicable.

 Background of the Acquisition

On April 10, 2024, the Company filed with the Commission a Current Report on Form
8-K (the “Closing Form 8-K”) to disclose that on April 9, 2024 the Company completed its previously announced acquisition (the
“Acquisition”) of AnHeart Therapeutics Ltd., an exempted company incorporated under the laws of the Cayman Islands (“AnHeart”), pursuant to that certain Agreement and Plan of Merger and Reorganization (the
“Merger Agreement”), by and among the Company, AnHeart, Artemis Merger Sub I, Ltd., an exempted company incorporated under the laws of the Cayman Islands and a wholly owned subsidiary of the Company, and Artemis Merger Sub II, Ltd.,
an exempted company incorporated under the laws of the Cayman Islands and a wholly owned subsidiary of the Company.

Pursuant to the terms of the Merger Agreement, the Company issued to AnHeart securityholders (i) 27,646,255 shares of
Class A Stock, (ii) 851,202 shares of Series A Preferred Stock, and (iii) Consideration Warrants collectively exercisable for approximately 2,893,731 shares of Class A Stock at an exercise price of $11.50 per share. The Company also
reserved an aggregate of approximately 15,943,933 shares of Class A Stock for issuance upon exercise of certain assumed options or settlement of certain assumed restricted stock units held by AnHeart securityholders.

As of immediately following the consummation of the Acquisition, the former securityholders of AnHeart owned approximately one-third of the Company’s capital stock (including shares issuable with respect to certain assumed options and certain assumed restricted stock units), and the legacy stockholders of the Company owned
approximately two-thirds of the Company’s capital stock, in each case determined on a fully-diluted basis and assuming approval of Proposal 4. Notwithstanding the completion of the Acquisition, the
Company has continued, and will continue, to execute in full its pre-Acquisition business and product development strategy, including its existing and planned clinical trials. The Company’s seven pre-Acquisition directors remain in place (with one retiring at the end of his current term), joined by two former AnHeart directors, and its pre-Acquisition senior management
team continues to oversee all operations, with AnHeart’s pre-Acquisition Chief Executive Officer overseeing the AnHeart subsidiary and reporting to the Company’s Chief Executive Officer.

As disclosed in the Closing Form 8-K, the Company will file audited financial
statements and pro forma financial information required pursuant to Item 9.01 of Form 8-K on an amended Closing Form 8-K no later than June 25, 2024, a date which
is 15 days prior to the Company’s originally scheduled annual meeting date of July 10, 2024 (and well in advance of the anticipated

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 June 18, 2024

 Page Three

annual meeting date, which is currently planned to be a date approximately five weeks after the Company disseminates to its stockholders a definitive proxy statement). In addition to the
foregoing financial information, the Company will include an updated business description of the Company reflecting the completion of the Acquisition under Item 8.01 of the amended Closing Form 8-K. Also, the
Company’s risk factor disclosure was updated to reflect the completion of the Acquisition in its Quarterly Report on Form 10-Q for the period ended March 31, 2024 filed with the Commission on
May 14, 2024.

 The board of directors of the Company (the “Board”) approved the Acquisition in
accordance with applicable Delaware law after an extensive due diligence investigation, careful consideration of its fiduciary duties and consultation with legal and financial advisors, and the consummation of the Acquisition did not require the
approval of the Company’s stockholders under Delaware law, the New York Stock Exchange (the “NYSE”) rules or the federal proxy rules.

Proposal 4 relates to the Company seeking stockholder approval for the purpose of issuing shares of voting Class A Stock
upon conversion of the non-voting Series A Preferred Stock that the Company issued in April 2024 upon the closing of the Acquisition. The Acquisition was structured so as to comply with NYSE Rule 312.03(c),
which generally requires a listed issuer to obtain stockholder approval prior to the issuance of its common stock if the shares (or related votes) to be issued would equal or exceed 20% of the issuer’s
pre-transaction outstanding shares (or votes). At the closing of the Acquisition, the Company issued (i) shares of Class A Stock and certain assumed options and restricted stock units representing in
aggregate less than 20% of its pre-Acquisition outstanding common stock and (ii) shares of Series A Preferred Stock and Consideration Warrants representing the balance of the Merger Consideration.
Proposal 4 concerns the conversion of the already-outstanding Series A Preferred Stock. Importantly, neither the closing of the Acquisition nor the Company’s ability to fulfill its obligations under the Merger Agreement was or is contingent on
the stockholders of the Company approving Proposal 4.

 Note A of Schedule 14A Does Not Apply to Proposal 4

Note A of Schedule 14A states that: “[w]here any item calls for information with respect to any matter to be acted upon
and such matter involves other matters with respect to which information is called for by other items of this schedule, the information called for by such other items also shall be given. For example, where a solicitation of security holders is for
the purpose of approving the authorization of additional securities which are to be used to acquire another specified company, and the registrants’ security holders will not have a separate opportunity to vote upon the transaction, the
solicitation to authorize the securities is also a solicitation with respect to the acquisition. Under those facts, information required by Items 11, 13 and 14 shall be furnished.” (Emphasis added).

Unlike the situation described in the italicized portion of Note A of Schedule 14A in the above paragraph, the Company’s
stockholders are not being asked to approve the authorization of securities for the purpose of acquiring another company or business. As explained above, the Board approved the Acquisition in accordance with applicable Delaware law after an
extensive

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 June 18, 2024

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due diligence investigation, careful consideration of its fiduciary duties and consultation with legal and financial advisors, and the consummation of the Acquisition and issuance of the Merger
Consideration did not require the approval of the Company’s stockholders under Delaware law, the NYSE rules or the federal proxy rules. Accordingly, the approval of the Company’s stockholders of Proposal 4 is independent of, and does not
have any bearing on, the already completed Acquisition. Accordingly, the Class A Stock issuable upon conversion of the Series A Preferred Stock will not be “used to acquire another specified company” as cited in Note A of Schedule
14A.

 Because the Acquisition was completed irrespective of whether the Company’s stockholders approve Proposal 4,
neither Proposal 4 nor the Company’s definitive proxy statement to be filed in connection with the annual meeting of stockholders will involve a voting or investment decision by the Company’s stockholders on the Acquisition. Rather, the
only voting and investment decision presented to the Company’s stockholders by Proposal 4 is whether the Company will continue to have outstanding, non-voting, dividend-paying Series A Preferred Stock or,
instead, will replace the outstanding Series A Preferred Stock (and thereby eliminate its mandatory cash dividend) through its conversion into shares of voting Class A Stock that the stockholders of the Company authorized years ago. We
respectfully advise that further detailed information about the Acquisition, including how the Board decided to structure the Acquisition, is not relevant, let alone material, to the voting and investment decision presented to the stockholders of
the Company by Proposal 4. Furthermore, we believe requiring compliance with Note A of Schedule 14A would likely create a misleading impression among the Company’s stockholders that a vote against Proposal 4 is tantamount to a vote against the
completed Acquisition – which is of course not the case.

 We further respectfully advise the Staff that the foregoing
analysis is supported by the Staff’s Compliance and Disclosure Interpretation, Proxy Rules and Schedules 14A/14C (Last Update: November 17, 2023), Question & Answer 151.02 (“C&DI 151.02”), which sought to
clarify the Staff’s view that a proposal “involves” another matter within the meaning of Note A of Schedule 14A when information about the other matter that is called for by Schedule 14A is material to a voting decision on the
proposal:

 Question 151.02

Question: A registrant closes the acquisition of another company in a transaction in which security holder approval is not required. A
portion of the consideration paid in the acquisition consists of convertible securities that, at the holder’s option, can be converted into shares of the registrant’s common stock or, at the registrant’s option, cash. Following the
acquisition, the registrant files a proxy statement to solicit security holder approval for the authorization of additional shares of common stock that it could issue upon the conversion of the securities issued in connection with the acquisition.
Would the solicitation of security holder approval for the authorization of the additional shares of common stock “involve” the acquisition for purposes of Note A of Schedule 14A?

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 Page Five

 Answer: A proposal “involves” another matter within the meaning of Note A
when information about the other matter that is called for by Schedule 14A is material to a security holder’s voting decision on the proposal presented. The determination as to whether there is a substantial likelihood that a
reasonable security holder would consider the information important in making a voting decision on a proposal ultimately depends on all the relevant facts and circumstances.

The authorization of additional shares of common stock is an integral part of the acquisition because it is necessary for the registrant to
meet its obligation under the convertible securities issued as consideration for the acquisition. Therefore, the proposal to authorize additional shares of common stock “involves” the acquisition. In such circumstances, the registrant
would have to include in the proxy statement information about the acquisition called for by Schedule 14A, unless such information has already been disclosed or sufficient time has passed so that the registrant’s historical filings fully
reflect the acquisition. [November 17, 2023] (Emphasis added)

 There is a key distinction between the facts underlying the
Staff’s reasoning in C&DI 151.02 and those described in the Preliminary Proxy Statement. Unlike the italicized portions of C&DI 151.02, and as further described above, the outcome of Proposal 4 has no bearing on the already completed
Acquisition because it does not have any impact on the Company’s ability to fulfill any of its obligations in connection with the Acquisition. The outcome of Proposal 4 will affect only the Company’s future equity capital structure.

Item 11 of Schedule 14A

The disclosure requirements of Item 11 of Schedule 14A apply “[i]f action is to be taken with respect to the authorization
or issuance of any securities otherwise than for exchange for outstanding securities of the registrant. . .”

 Here,
the Company is seeking stockholder approval with respect to the issuance of shares of Class A Stock upon the conversion of the already outstanding Series A Preferred Stock issued in connection with the completed Acquisition, and the Preliminary
Proxy Statement summarizes the material terms of the Series A Preferred Stock and how they differ from those of the Class A Stock. As noted above and described in the Preliminary Proxy Statement, the Acquisition was structured so as to comply
with NYSE Rule 312.03(c). We believe that, to the extent Item 11 applies to Proposal 4, all required disclosure under Item 11 is already included in the Preliminary Proxy Statement.

Item 13 of Schedule 14A

Under Instruction 1 to Item 13 of Schedule 14A, any information that is otherwise required by paragraph (a) of Item 13
that is not material to the exercise of prudent judgment in regard to the matter to be acted upon may be omitted. In addition, Instruction 1 provides that information is “deemed material” if it relates to the authorization or issuance of a
material amount of senior securities. Instruction 1 further provides that the information is “not deemed material” if the matter to be acted upon “is the authorization