S-8

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

Emerging growth company

As filed with the U.S. Securities and Exchange Commission on April 18, 2024

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

NUVATION BIO INC.

(Exact name of registrant as specified in its charter)

Delaware

85-0862255

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification No.)

1500 Broadway, Suite 1401

New York, New York 10036

(Address of principal executive offices, including zip code)

AnBio Therapeutics Ltd 2021 Equity Incentive Plan

(Full titles of the plans)

David Hung, M.D.

President and Chief Executive Officer

Nuvation Bio Inc.

1500 Broadway, Suite 1401

New York, New York 10036

(332) 208-6102

(Name, address and telephone number, including area code, of agent for service)

Copies to:

Stephen Dang

Vice President, Legal

Nuvation Bio Inc.

1500 Broadway, Suite 1401

New York, New York 10036

(332) 208-6102

Kenneth L. Guernsey

John T. McKenna

Melissa H. Boyd

Cooley LLP

3 Embarcadero Center, 20th Floor

San Francisco, California 94111

(415) 693-2000

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a 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.

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. ☐

Explanatory Note

On April 9, 2024, Nuvation Bio Inc. (the “Registrant”) completed its 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 (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 Registrant, and Artemis Merger Sub II, Ltd., an exempted company incorporated under the laws of the Cayman Islands and a wholly owned subsidiary of the Registrant.

This Registration Statement on Form S-8 (this “Registration Statement”) registers the issuance and sale of an aggregate of 13,742,239 shares of Class A Common Stock, par value $0.0001 per share, of the Registrant (the “common stock”) under the AnBio Therapeutics Ltd. 2021 Equity Incentive Plan (the “Plan”), which the Registrant assumed in connection with the Acquisition.

This Registration Statement also includes a prospectus (the “Reoffer Prospectus”) prepared in accordance with General Instruction C to Form S-8 and in accordance with the requirements of Part I of Form S-3. The Reoffer Prospectus may be used for reoffers and resales of 2,201,694 shares of common stock that may be deemed to be “restricted securities” under the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder that have been acquired by the selling stockholders described in the Reoffer Prospectus. The shares of common stock included in the Reoffer Prospectus are issuable upon settlement of restricted stock units granted under the Plan that, immediately prior to the Acquisition, were outstanding and held by continuing AnHeart service providers, whether vested or unvested, and that were assumed by the Registrant in connection with the Acquisition. Inclusion of these shares in the Reoffer Prospectus does not necessarily represent a present intention to sell any or all of such shares.

REOFFER PROSPECTUS

LOGO

NUVATION BIO INC.

2,201,694 Shares of Class A Common Stock

This prospectus relates to 2,201,694 shares (the “Shares”) of Class A common stock, par value $0.0001 per share (“common stock”), of Nuvation Bio Inc. (“we,” “us” or the “Registrant”) which may be offered from time to time by stockholders who are former service providers of AnHeart Therapeutics, Ltd. (“AnHeart”) who hold restricted stock unit awards that were assumed by the Registrant (each a “Selling Stockholder” and together, the “Selling Stockholders”) for their own accounts. We will not receive any of the proceeds from the sale of Shares by the Selling Stockholders. The Selling Stockholders each hold restricted stock units granted under the Plan that, immediately prior to the Acquisition, were outstanding and held by continuing AnHeart service providers, whether vested or unvested, and which were assumed by the Registrant upon completion of the Acquisition.

The Selling Stockholders may sell the Shares in a number of different ways and at varying prices, including sales in the open market, sales in negotiated transactions and sales by a combination of these methods. The Selling Stockholders may sell any, all or none of the Shares, and we do not know when or in what amount the Selling Stockholders may sell Shares. The price at which any of the Shares may be sold, and the commissions, if any, paid in connection with any such sale, are unknown and may vary from transaction to transaction. The Shares may be sold at the market price of the common stock at the time of a sale, at prices relating to the market price over a period of time, or at prices negotiated with the buyers of Shares. The Shares may be sold through underwriters or dealers which the Selling Stockholders may select. If underwriters or dealers are used to sell the Shares, we will name them and describe their compensation in a prospectus supplement. We provide more information about how the Selling Stockholders may sell Shares in the section titled “Plan of Distribution.” The Selling Stockholders will bear all sales commissions and similar expenses. Any other expenses incurred by us in connection with the registration and offering that are not borne by the Selling Stockholders will be borne by us.

The amount of securities to be offered or resold under this reoffer prospectus by the Selling Stockholders or any other person with whom they are acting in concert for the purpose of selling our securities may not exceed, during any three-month period, the amount specified in Rule 144(e) under the Securities Act of 1933, as amended (the “Securities Act”).

Our common stock is listed on the New York Stock Exchange (“NYSE”) under the symbol “NUVB”. On April 16, 2024, the last reported sales price of our common stock was $2.81 per share.

We are a “smaller reporting company” as defined under the U.S. federal securities laws, and, as such, we have elected to comply with certain reduced public company reporting requirements for this prospectus and may elect to do so in future filings.

The Securities and Exchange Commission (the “SEC”) may take the view that, under certain circumstances, the Selling Stockholders and any broker-dealers or agents that participate with the Selling Stockholders in the distribution of the Shares may be deemed to be “underwriters” within the meaning of the Securities Act. Commissions, discounts or concessions received by any such broker-dealer or agent may be deemed to be underwriting commissions under the Securities Act. See the section titled “Plan of Distribution.”

Investing in our securities involves a high degree of risk. You should review carefully the risks and uncertainties described in the section titled “Risk Factors” beginning on page 5 of this prospectus, and under similar headings in any amendments or supplements to this prospectus. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.

Prospectus dated April 18, 2024

Table of Contents


Prospectus Summary			1
Risk Factors			5
Special Note Regarding Forward-Looking Statements			5
Use of Proceeds			6
Selling Stockholder			6
Plan of Distribution			7
Legal Matters			8
Experts			8
Information Incorporated by Reference			8
Where You Can Find More Information			9

You should rely only on the information contained in this prospectus or in any accompanying prospectus supplement by us or on our behalf. We have not authorized any other person to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely on it. We are not making an offer to sell these securities in any jurisdiction where the offer or sale is not permitted. You should assume the information appearing in this prospectus is accurate only as of the date on the front cover of this prospectus, regardless of the time of delivery of this prospectus or of any sale of the Shares. Our business, financial condition, results of operations and prospects may have changed since that date.

PROSPECTUS SUMMARY

This summary highlights information contained elsewhere in this prospectus or incorporated by reference herein and does not contain all of the information that you should consider in making your investment decision. Before investing in our securities, you should carefully read this entire prospectus, including our consolidated financial statements and the related notes thereto and the information set forth in the section titled “Risk Factors”. Unless the context otherwise requires, we use the terms “Nuvation Bio,” “company,” “we,” “us” and “our” in this prospectus to refer to Nuvation Bio Inc. and our wholly owned subsidiaries.

Nuvation Bio

We are a late-stage, global biopharmaceutical company tackling some of the greatest unmet needs in oncology by developing differentiated and novel therapeutic candidates. We were founded in 2018 by our chief executive officer, David Hung, M.D., who founded Medivation, Inc. and led its successful development of oncology drugs Xtandi^® and talazoparib (now marketed as Talzenna^®), leading to its $14.3 billion sale to Pfizer Inc. (“Pfizer”) in 2016. We leverage our team’s extensive expertise in medicinal chemistry, preclinical development, drug development, and business development to pursue oncology targets validated by strong clinical or preclinical data and develop novel small molecules that improve the activity and overcome the liabilities of currently marketed drugs.

Our most advanced clinical stage product candidate, taletrectinib, is an oral, potent, central nervous system-active, selective, next generation ROS1 inhibitor specifically designed for the potential treatment of ROS1-positive non-small cell lung cancer (NSCLC). Taletrectinib is being evaluated for ROS1-positive NSCLC in two Phase 2 single-arm pivotal trials: TRUST-I in China, and TRUST-II, a global trial. Taletrectinib has been granted Breakthrough Therapy Designations by both the U.S. Food and Drug Administration (FDA) and China’s National Medical Products Administration (NMPA) for the treatment of advanced or metastatic ROS1-positive NSCLC. China’s NMPA has accepted and granted Priority Review Designations to New Drug Applications for taletrectinib for the treatment of adult patients with locally advanced or metastatic ROS1-positive NSCLC that have and have not previously been treated with ROS1 tyrosine kinase inhibitors (TKIs). Worldwide development and commercial rights to taletrectinib have been in-licensed from Daiichi Sankyo. Rights to taletrectinib have been out-licensed in China, Japan, and Korea.

In addition to taletrectinib, our pipeline includes differentiated novel oncology therapeutic candidates that have been generated from our proprietary drug discovery and development programs and acquired through business development activities:

•

Safusidenib, a novel, oral, potent, targeted inhibitor of mutant IDH1 (mIDH1), which is being evaluated in a global Phase 2 trial in patients with grades 2 and 3 IDH1-mutant glioma;

•

NUV-868, a BD2-selective, oral small molecule bromodomain and extra-terminal (BET) inhibitor that inhibits BRD4, which is being evaluated in a Phase 1b dose escalation study in combination with olaparib in patients with ovarian cancer, pancreatic cancer, metastatic castration-resistant prostate cancer (mCRPC), triple negative breast cancer, and other solid tumors, and in combination with enzalutamide in patients with mCRPC; and

•

NUV-1511, our first drug-drug conjugate clinical candidate, which is being evaluated in a Phase 1/2 study in patients with advanced solid tumors who previously received and progressed on or after treatment with Enhertu^® and/or Trodelvy^® per approved U.S. FDA labeling, human epidermal growth factor receptor 2-negative metastatic breast cancer, mCRPC, advanced pancreatic cancer, and platinum-resistant ovarian cancer.

Since inception, we have not generated any product revenue and have incurred significant operating losses. Our net losses were $104.2 million and $75.8 million in 2022 and 2023, respectively. As of December 31, 2023, we had an accumulated deficit of $342.8 million.

About This Offering

This prospectus relates to the public resale, which is not being underwritten, by the Selling Stockholders of up to 2,201,694 shares of our common stock. The Shares may be sold by the Selling Stockholders from time to time in the open market, through negotiated transactions or otherwise at market prices prevailing at the time of sale or at negotiated prices. We will receive none of the proceeds from the sale of the Shares by the Selling Stockholders. We will bear all expenses of registration incurred in connection with this offering, but all selling and other expenses will be borne by the Selling Stockholders.

Summary of Risk Factors

Below is a summary of material factors that make an investment in our securities speculative or risky. Importantly, this summary does not address all of the risks and uncertainties that we face. Additional discussion of the risks and uncertainties summarized in this risk factor summary, as well as other risks and uncertainties that we face, can be found under the section titled “Risk Factors” incorporated by reference in this prospectus. The below summary is qualified in its entirety by that more complete discussion of such risks and uncertainties. You should consider carefully the risks and uncertainties described under the section titled “Risk Factors” as part of your evaluation of an investment in our securities:

•

We have a limited operating history and have incurred significant losses since inception and anticipate that we may continue to incur losses for the foreseeable future, and may never achieve or maintain profitability.

•

We will need substantial funding to pursue our business objectives. If we are unable to raise capital when needed or on favorable terms, we could be forced to delay, reduce or terminate our product development, other operations or commercialization efforts. Additionally, raising additional capital may cause dilution to our stockholders, restrict our operations or require us to relinquish proprietary rights.

•

If we do not obtain regulatory approval for and successfully commercialize our product candidates in one or more indications or we experience significant delays in doing so, we may never generate any revenue or become profitable.

•

Our approach to the discovery and development of product candidates based on our Drug-Drug Conjugate platform is unproven and is based on novel technology, and we do not know whether we will be able to develop any products of commercial value, or if competing technological approaches will limit the commercial value of our product candidates or render our platform obsolete.

•

Clinical trials are very expensive, time-consuming and difficult to design and implement, and involve uncertain outcomes. Furthermore, results of earlier preclinical studies and clinical trials may not be predictive of results of future preclinical studies or clinical trials.

•

We may encounter substantial delays in our preclinical studies or clinical trials or we may fail to demonstrate safety and efficacy to the satisfaction of applicable regulatory authorities.

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If any of our product candidates receives marketing approval and we, or others, later discover that the drug is less effective than previously believed or causes undesirable side effects that were not previously identified, our ability to market the drug could be compromised.

•

We may become exposed to costly and damaging liability claims, either when testing our product candidates in the clinic or at the commercial stage, and our product liability insurance may not cover all damages from such claims.

•

We have never commercialized a product candidate and we may lack the necessary expertise, personnel and resources to successfully commercialize any of our products that receive regulatory approval on our own or together with collaborators.

•

We face substantial competition, which may result in others discovering, developing or commercializing products before or more successfully than we do.

•

Even if we obtain regulatory approval for our product candidates, they will remain subject to ongoing regulatory oversight.

•

We rely on third parties to perform the chemistry work associated with our drug discovery and preclinical activities and to conduct our preclinical studies and future clinical trials, and our business could be substantially harmed if these third parties cease performing services or perform in an unsatisfactory manner.

•

We do not have our own manufacturing capabilities and will rely on third parties to produce clinical and commercial supplies of NUV-868 and our other current and future product candidates.

•

If we are not able to establish collaborations, we may have to alter some of our future development and commercialization plans.

•

Our business operations and current and future relationships with investigators, healthcare professionals, consultants, third-party payors and customers will be subject, directly or indirectly, to federal and state healthcare fraud and abuse laws, false claims laws, transparency laws, health information privacy and security laws and other healthcare laws and regulations including equivalent foreign laws and regulations. If we are unable to comply, or have not fully complied, with such laws, we could face substantial penalties.

•

If we are unable to obtain, maintain, protect and enforce sufficient patent and other intellectual property rights for our product candidates and technology, or if the scope of patent and other intellectual property rights obtained is not sufficiently broad, we may not be able to compete effectively in our market.

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Our reliance on third parties requires us to share our trade secrets, which increases the possibility that a competitor will discover them or that our trade secrets will be misappropriated or disclosed.

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We may become involved in lawsuits to protect or enforce our patents or other intellectual property, which could be expensive, time-consuming and unsuccessful, and issued patents covering our technology and product candidates could be found invalid or unenforceable if challenged.

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Third parties may initiate legal proceedings alleging that we are infringing, misappropriating or otherwise violating their intellectual property rights, the outcome of which would be uncertain and could negatively impact the success of our business.

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Intellectual property litigation could cause us to spend substantial resources and distract our personnel from their normal responsibilities.

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Our business, operations and clinical development plans and timelines and supply chain could be adversely affected by the effects of health epidemics, on the manufacturing, clinical trial and other business activities performed by us or by third parties with whom we conduct business, including our contract manufacturing organizations (“CMOs”), contract research organizations (“CROs”), shippers and others.

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Our future success depends on our ability to retain Dr. Hung and our other key employees, consultants and advisors and to attract, retain and motivate qualified personnel.

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The dual-class structure of our common stock has the effect of concentrating voting power with our Chief Executive Officer, which limits other stockholders’ ability to influence the outcome of important transactions, including a change in control.

Corporate Information

We were incorporated in Delaware in April 2020 as a blank check company under the name Panacea Acquisition Corp. (“Panacea”) and completed an initial public offering in July 2020. On February 10, 2021, a combination of Panacea and Nuvation Bio Inc. (“Legacy Nuvation Bio”) was effected through the merger of a wholly owned subsidiary of Panacea with and into Legacy Nuvation Bio, with Legacy Nuvation Bio surviving as a wholly owned subsidiary of Panacea. Upon the completion of the merger, Legacy Nuvation Bio changed its name to Nuvation Bio Operating Company Inc. and Panacea changed its name to Nuvation Bio Inc.

Our principal executive office is located in New York, New York, where we lease approximately 7,900 square feet of office space under a lease that terminates in 2027, with an option for the Company to extend the lease for an additional five years which is not reasonably assured of exercise. We also occupy approximately 25,139 square feet of office space in San Francisco, California, under a lease that terminates in 2025, approximately 2,601 additional square feet of office space in New York, New York, under a lease that terminates in 2024, and a total of approximately 1,582 square meters of office space in the People’s Republic of China, in the cities of Beijing, Guangzhou, Hangzhou, Shanghai and Yantai, under leases that terminate in 2024 through 2026. We believe that these existing facilities will be adequate for our current needs and that suitable additional or alternative space will be available in the future on commercially reasonable terms, if required.

“Nuvation Bio” and our other registered and common law trade names, trademarks and service marks are property of Nuvation Bio Inc. This prospectus contains additional trade names, trademarks and service marks of others, which are the property of their respective owners. Solely for convenience, trademarks and trade names referred to in this prospectus may appear without the ^® or ^™ symbols.

Implications of Being a Smaller Reporting Company

We are a smaller reporting company as defined in the Securities Exchange Act of 1934, as amended. We may take advantage of certain of the scaled disclosures available to smaller reporting companies and will be able to take advantage of these scaled disclosures for so long as (i) the market value of our voting and non-voting common stock held by non-affiliates is less than $250 million measured on the last business day of our second fiscal quarter or (ii) our annual revenue is less than $100 million during the most recently completed fiscal year and the market value of our voting and non-voting common stock held by non-affiliates is less than $700 million measured on the last business day of our second fiscal quarter. Specifically, as a smaller reporting company, we may choose to present only the two most recent fiscal years of audited financial statements in our Annual Report on Form 10-K and have reduced disclosure obligations regarding executive compensation, and, similar to emerging growth companies, if we are a smaller reporting company with less than $100 million in annual revenue, we would not be required to obtain an attestation report on internal control over financial reporting issued by our independent registered public accounting firm.

RISK FACTORS

Investing in our common stock involves a high degree of risk. Before you make a decision to buy our securities, you should carefully consider the risks set forth under the caption “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2023 (File No. 001-39351), filed with the SEC on February 29, 2024 pursuant to Rule 424(b) under the Securities Act, which are incorporated by reference herein, and subsequent reports filed with the SEC, together with the financial and other information contained or incorporated by reference in this prospectus. If any of these risks actually occurs, our business, prospects, financial condition and results of operations could be materially adversely affected. In that case, the trading price of our common stock would likely decline and you may lose all or a part of your investment. Only those investors who can bear the risk of loss of their entire investment should invest in our common stock.

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus and the documents incorporated by reference herein contain forward-looking statements within the meaning of Section 27A of the Securities Exchange Act of 1933, as amended, or the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act that involve substantial risks and uncertainties. Any statements contained herein that are not of historical facts may be deemed to be forward-looking statements. In some cases, you can identify forward-looking statements by terms such as “anticipate,” “assume,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “objective,” “ongoing,” “plan,” “potential,” “predict,” “project,” “should,” “will” and “would,” or the negative of these terms or other similar expressions intended to identify statements about the future. These statements speak only as of the date of this prospectus and involve known and unknown risks, uncertainties and other important factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our business, financial condition and results of operations. These forward-looking statements include, without limitation, statements about:

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our plans to develop and commercialize our product candidates;

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the initiation, timing, progress and results of our current and future preclinical studies and clinical trials, as well as our research and development programs;

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our estimates regarding expenses, future revenue, capital requirements and needs for additional financing;

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our ability to successfully acquire or in-license additional product candidates on reasonable terms;

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our ability to maintain and establish collaborations or obtain additional funding;

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our ability to obtain regulatory approval of our current and future product candidates;

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our expectations regarding the potential market size and the rate and degree of market acceptance of such product candidates;

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our continued reliance on third parties to conduct clinical trials of our product candidates, and for the manufacture of our product candidates for preclinical studies and clinical trials;

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our ability to fund our working capital requirements and expectations regarding the sufficiency of our capital resources;

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the implementation of our business model and strategic plans for our business and product candidates;

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the expected timing of becoming a commercial organization;

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our intellectual property position and the duration of our patent rights;

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developments or disputes concerning our intellectual property or other proprietary rights;

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our expectations regarding government and third-party payor coverage and reimbursement;

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our ability to compete in the markets we serve;

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the impact of government laws and regulations and liabilities thereunder;

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our need to hire additional personnel and our ability to attract and retain such personnel;

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our ability to raise additional funding in the future; and

•

the anticipated use of our cash and cash equivalents.

The foregoing list of forward-looking statements and related risks is not exhaustive. Other sections of this prospectus may include additional factors that could harm our business and financial performance. Moreover, we operate in an evolving environment. New risk factors and uncertainties may emerge from time to time, and it is not possible for management to predict all risk factors and uncertainties. As a result of these factors, we cannot assure

you that the forward-looking statements in this prospectus will prove to be accurate. Except as required by applicable law, we do not plan to publicly update or revise any forward-looking statements contained herein, whether as a result of any new information, future events, changed circumstances or otherwise, except as required by law. Because forward-looking statements are inherently subject to risks and uncertainties, some of which cannot be predicted or quantified and some of which are beyond our control, you should not rely on these forward-looking statements as predictions of future events. Although we believe that we have a reasonable basis for each forward-looking statement contained in this prospectus, the events and circumstances reflected in our forward-looking statements may not be achieved or occur and actual results could differ materially from those projected in the forward-looking statements. You should refer to the “Risk Factors” section of this prospectus for a discussion of important factors that may cause our actual results to differ materially from those expressed or implied by our forward-looking statements.

You should read this prospectus and the documents that we reference in this prospectus and have filed as exhibits to the registration statement of which this prospectus is a part (the “Registration Statement”) completely and with the understanding that our actual future results may be materially different from what we expect. We qualify all of our forward-looking statements by these cautionary statements. In addition, statements that “we believe” and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based upon information available to us as of the date of this prospectus and while we believe such information forms a reasonable basis for such statements, such information may be limited or incomplete, and such statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain and investors are cautioned not to unduly rely upon these statements.

USE OF PROCEEDS

We will not receive any of the proceeds from the sale of the Shares. All proceeds from the sale of the Shares will be for the account of the Selling Stockholders, as described below. See the sections titled “Selling Stockholders” and “Plan of Distribution” described below.

SELLING STOCKHOLDERS

The following table sets forth information regarding beneficial ownership of our common stock as of April 12, 2024, as adjusted to reflect the Shares that may be sold from time to time pursuant to this prospectus, for the Selling Stockholders. The Shares offered by the Selling Stockholders hereunder include an aggregate of 2,201,694 Shares issuable upon settlement of outstanding restricted stock units awarded to former service providers of AnHeart under the Plan which were assumed by the Registrant upon completion of the Acquisition. The Selling Stockholders’ addresses are c/o Nuvation Bio Inc., 1500 Broadway, Suite 1401, New York, NY 10036.

We have determined beneficial ownership in accordance with the rules of the SEC and the information is not necessarily indicative of beneficial ownership for any other purpose. To our knowledge, the Selling Stockholders have sole voting and sole investment power with respect to all shares that they beneficially own, subject to community property laws where applicable. In computing the number of shares of our common stock beneficially owned by a person and the percentage ownership of that person, we deemed outstanding all Shares that may be sold by such person from time to time pursuant to this prospectus and all shares of our common stock subject to options held by that person that are currently exercisable or exercisable within sixty days of April 12, 2024. We did not deem these shares outstanding, however, for the purpose of computing the percentage ownership of any other person. The following table does not reflect any shares of common stock that may be issued upon conversion of outstanding shares of our Class B Common Stock or Series A Non-Voting Convertible Preferred Stock or upon exercise of outstanding warrants held by the Selling Stockholders.

We have based percentage ownership of our common stock on 245,729,474 shares of our common stock outstanding as of April 12, 2024.


	Shares Beneficially Owned Prior to the Offering					Shares Being Offered		Shares Beneficially Owned After the Offering⁽¹⁾
Selling Stockholder	Shares			Percentage		Shares		Shares		Percentage
Andrew Li		2,999,659	⁽²⁾		1.2		193,059		2,806,600		1.1
Bing Yan		1,833,030	⁽³⁾		*		193,059		1,639,971		*
Charlotte Arnold		703,628	⁽⁴⁾		*		114,080		589,548		*
Edward Lang		1,219,517	⁽⁵⁾		*		236,937		982,580		*
Guilin Huang		157,958			*		157,958		—		—
Jia Lu		52,652			*		52,652		—		—
Junyuan (Jerry) Wang		2,804,715	⁽⁶⁾		1.1		552,852		2,251,863		*
Lihua Zheng		1,600,010	⁽⁷⁾		*		113,150		1,486,860		*
Miaoting Yu		51,335	⁽⁸⁾		*		17,550		33,785		*
Peng (Maxwell) Pan		68,620	⁽⁹⁾		*		17,550		51,070		*
Qinying Zhao		439,429	⁽¹⁰⁾		*		157,958		281,471		*
Shuanglian (Lian) Li		461,807	⁽¹¹⁾		*		193,059		268,748		*
Shuangmiao Wang		88,128	⁽¹²⁾		*		26,326		61,802		*
Utpal Khambholja		52,652			*		52,652		—		—
Wei Wang		43,877			*		43,877		—		—
Weiqing Wang		81,171	⁽¹³⁾		*		17,550		63,621		*
Wen (Wini) Yu		46,069	⁽¹⁴⁾		*		17,550		28,519		*
Xianling (Joy) Li		58,355	⁽¹⁵⁾		*		17,550		40,805		*
Ya (Eva) Wang		20,841	⁽¹⁶⁾		*		17,550		3,291		*
Yinghua (Karen) Liang		8,775			*		8,775		—		—

*	Represents beneficial ownership of less than 1%.

(1)	Assumes that all of the Shares are sold and that the Selling Stockholders do not acquire beneficial ownership of additional shares of common stock before the completion of this offering.

(2)	Includes 2,806,600 shares of common stock issuable upon exercise of outstanding stock options within 60 days of April 12, 2024.

(3)	Includes 874,968 shares of common stock issuable upon exercise of outstanding stock options within 60 days of April 12, 2024.

(4)	Includes 589,548 shares of common stock issuable upon exercise of outstanding stock options within 60 days of April 12, 2024.

(5)	Includes 982,580 shares of common stock issuable upon exercise of outstanding stock options within 60 days of April 12, 2024.

(6)	Includes 550,758 shares of common stock held by WangWang LLC, of which Mr. Wang is the Manager, and 874,968 shares issuable upon exercise of outstanding stock options within 60 days of April 12, 2024.

(7)	Includes 874,968 shares of common stock issuable upon exercise of outstanding stock options within 60 days of April 12, 2024.

(8)	Includes 33,785 shares of common stock issuable upon exercise of outstanding stock options within 60 days of April 12, 2024.

(9)	Includes 5,000 shares of common stock held in a retirement account in the name of Peng Maxwell Pan and 46,070 shares of common stock issuable upon exercise of outstanding stock options within 60 days of April 12, 2024.

(10)	Includes 281,471 shares of common stock issuable upon exercise of outstanding stock options within 60 days of April 12, 2024.

(11)	Includes 268,748 shares of common stock issuable upon exercise of outstanding stock options within 60 days of April 12, 2024.

(12)	Includes 61,802 shares of common stock issuable upon exercise of outstanding stock options within 60 days of April 12, 2024.

(13)	Includes 63,621 shares of common stock issuable upon exercise of outstanding stock options within 60 days of April 12, 2024.

(14)	Includes 28,519 shares of common stock issuable upon exercise of outstanding stock options within 60 days of April 12, 2024.

(15)	Includes 40,805 shares of common stock issuable upon exercise of outstanding stock options within 60 days of April 12, 2024.

(16)	Includes 3,291 shares of common stock issuable upon exercise of outstanding stock options within 60 days of April 12, 2024.

PLAN OF DISTRIBUTION

We are registering the Shares to permit the Selling Stockholders to conduct public secondary trading of these Shares from time to time after the date of this prospectus. We will not receive any of the proceeds of the sale of the Shares. The aggregate proceeds to the Selling Stockholders from the sale of the Shares will be the purchase price of the Shares less any discounts and commissions. We will not pay any brokers’ or underwriters’ discounts and commissions in connection with the registration and sale of the Shares. The Selling Stockholders reserve the right to accept and, together with their respective agents, to reject, any proposed purchases of Shares to be made directly or through agents.

The Shares may be sold from time to time to purchasers:

•

directly by any of the Selling Stockholders, or

•

through underwriters, broker-dealers or agents, who may receive compensation in the form of discounts, commissions or agent’s commissions from any of the Selling Stockholders or the purchasers of the Shares.

Any underwriters, broker-dealers or agents who participate in the sale or distribution of the Shares may be deemed to be “underwriters” within the meaning of the Securities Act. As a result, any discounts, commissions or concessions received by any such broker-dealer or agents who are deemed to be underwriters will be deemed to be underwriting discounts and commissions under the Securities Act. Underwriters are subject to the prospectus delivery requirements of the Securities Act and may be subject to certain statutory liabilities under the Securities Act and the Securities Exchange Act of 1934, as amended (the “Exchange Act”). We will make copies of this prospectus available to the Selling Stockholders for the purpose of satisfying the prospectus delivery requirements of the Securities Act. To our knowledge, there are currently no plans, arrangements or understandings between the Selling Stockholders and any underwriter, broker-dealer or agent regarding the sale of the Shares by the Selling Stockholders.

The Shares may be sold in one or more transactions at:

•

fixed prices;

•

prevailing market prices at the time of sale;

•

prices related to such prevailing market prices;

•

varying prices determined at the time of sale; or

•

negotiated prices.

These sales may be effected in one or more transactions:

•

on any national securities exchange or quotation service on which the Shares may be listed or quoted at the time of sale, including the NYSE;

•

in the over-the-counter market;

•

in transactions otherwise than on such exchanges or services or in the over-the-counter market;

•

any other method permitted by applicable law; or

•

through any combination of the foregoing.

These transactions may include block transactions or crosses. Crosses are transactions in which the same broker acts as an agent on both sides of the trade.

At the time a particular offering of the Shares is made, a prospectus supplement, if required, will be distributed, which will set forth the names of the Selling Stockholders, the aggregate amount of Shares being offered and the terms of the offering, including, to the extent required, (1) the name or names of any underwriters, broker-dealers or agents, (2) any discounts, commissions and other terms constituting compensation from the Selling Stockholders and (3) any discounts, commissions or concessions allowed or reallowed to be paid to broker-dealers.

The Selling Stockholders will act independently of us in making decisions with respect to the timing, manner, and size of each resale or other transfer. There can be no assurance that the Selling Stockholders will sell any or all of the Shares under this prospectus. Further, we cannot assure you that the Selling Stockholders will not transfer, distribute, devise or gift the Shares by other means not described in this prospectus. In addition, any Shares covered by this prospectus that qualify for sale under Rule 144 of the Securities Act may be sold under Rule 144 rather than under this prospectus. The Shares may be sold in some states only through registered or licensed brokers or dealers. In addition, in some states the Shares may not be sold unless they have been registered or qualified for sale or an exemption from registration or qualification is available and complied with.

The Selling Stockholders and any other person participating in the sale of the Shares will be subject to the Exchange Act. The Exchange Act rules include, without limitation, Regulation M, which may limit the timing of purchases and sales of any of the Shares by the Selling Stockholders and any other person. In addition, Regulation M may restrict the ability of any person engaged in the distribution of the Shares to engage in market-making activities with respect to the particular Shares being distributed. This may affect the marketability of the Shares and the ability of any person or entity to engage in market-making activities with respect to the Shares.

The Selling Stockholders may indemnify any broker or underwriter that participates in transactions involving the sale of the Shares against certain liabilities, including liabilities arising under the Securities Act.

LEGAL MATTERS

Cooley LLP will pass upon the validity of the securities offered hereby. As of the date of this prospectus, GC&H Investments, LLC, which is an entity beneficially owned by current and former partners and employees of Cooley LLP, beneficially owns an aggregate of 25,410 shares of our common stock, and attorneys with Cooley LLP beneficially hold an aggregate of 22,500 additional shares of our common stock.

EXPERTS

The consolidated financial statements of the Registrant as of December 31, 2023 and 2022, and for each of the years then ended, have been incorporated by reference herein and in the registration statement in reliance upon the report of KPMG LLP, independent registered public accounting firm, incorporated by reference herein, and upon the authority of said firm as experts in accounting and auditing.

INFORMATION INCORPORATED BY REFERENCE

The following documents filed with the SEC are hereby incorporated by reference in this prospectus:

•

Our Annual Report on Form 10-K (File No. 001-39351) for the fiscal year ended December 31, 2023, which includes audited financial statements for the Registrant’s latest fiscal year, filed with the SEC on February 29, 2024.

•

Our Current Reports on Form 8-K (File No. 001-39351) filed with the SEC on January 8, 2024, March 25, 2024, and April 10, 2024.

•

The description of our Class A Common Stock which is contained in a Registration Statement on Form 8-A filed on June 26, 2020 (File No. 001-39351) under the Exchange Act, including any amendment or report filed for the purpose of updating such description.

All other reports and documents subsequently filed by us pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act on or after the date of the Registration Statement and prior to the filing of a post-effective amendment to the Registration Statement which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold shall be deemed to be incorporated by reference herein and to be a part of the Registration Statement from the date of the filing of such reports and documents; provided, however, that documents or information deemed to have been furnished and not filed in accordance with the rules of the SEC shall not be deemed incorporated by reference into the Registration Statement.

Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of the Registration Statement to the extent that a statement contained herein or in any subsequently filed document that also is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of the Registration Statement.

WHERE YOU CAN FIND MORE INFORMATION

We file annual, quarterly and other reports, proxy statements and other information with the SEC. Our SEC filings are available to the public over the Internet at the SEC’s website at http://www.sec.gov. Our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, including any amendments to those reports, and other information that we file with or furnish to the SEC pursuant to Section 13(a) or 15(d) of the Exchange Act can also be accessed free of charge by linking directly from our website at www.nuvationbio.com. These filings will be available as soon as reasonably practicable after we electronically file such material with, or furnish it to, the SEC. Information contained on our website is not part of this prospectus.

We will provide without charge to each person, including any beneficial owner, to whom a copy of this prospectus is delivered, upon written or oral request of any such person, a copy of any and all of the information that has been incorporated by reference in this prospectus but not delivered with the prospectus other than the exhibits to those documents, unless the exhibits are specifically incorporated by reference into the information that this prospectus incorporates. Requests for documents should be directed to Nuvation Bio Inc., Attention: Legal Department, 1500 Broadway, Suite 1401, New York, NY 10036, (332) 208-6102.

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

The information required by Part I of Form S-8 to be contained in the Section 10(a) prospectus (other than the Reoffer Prospectus) is omitted from this registration statement in accordance with Rule 428 under the Securities Act of 1933, as amended (the “Securities Act”). The document(s) containing the information specified in Part I will be sent or given to participants in the AnBio Therapeutics Ltd 2021 Equity Incentive Plan (the “Plan”) as specified by Rule 428(b)(1) of the Securities Act. Such documents are not being filed with the Securities and Exchange Commission as part of this Registration Statement or as prospectuses or prospectus supplements pursuant to Rule 424 under the Securities Act. These document(s) and the documents incorporated by reference in this Registration Statement pursuant to Item 3 of Part II of this form, taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act.

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PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The following documents filed by Nuvation Bio Inc. (the “Registrant”) with the Securities and Exchange Commission (the “SEC”) are incorporated by reference into this Registration Statement:

(a) The Registrant’s Annual Report on Form 10-K (File No. 001-39351) for the fiscal year ended December 31, 2023, which includes audited financial statements for the Registrant’s latest fiscal year, filed with the SEC on February 29, 2024.

(b) The Registrant’s Current Reports on Form 8-K (File No. 001-39351) filed with the SEC on January 8, 2024, March 25, 2024, and April 10, 2024.

(c) The description of the Registrant’s Class A Common Stock which is contained in a Registration Statement on Form 8-A filed on June 26, 2020 (File No. 001-39351) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), including any amendment or report filed for the purpose of updating such description.

All other reports and documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act (other than Current Reports furnished under Item 2.02 or Item 7.01 of Form 8-K and exhibits furnished on such form that relate to such items) on or after the date of this Registration Statement and prior to the filing of a post-effective amendment to this Registration Statement which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be a part of this Registration Statement from the date of the filing of such reports and documents. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any subsequently filed document that also is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

ITEM 4. DESCRIPTION OF SECURITIES

Not applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL

GC&H Investments, LLC, which is an entity beneficially owned by current and former partners and associates of Cooley LLP, beneficially holds an aggregate of 25,410 shares of the Registrant’s common stock, and attorneys with Cooley LLP beneficially hold an aggregate of 22,500 additional shares of our common stock.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS

Section 145 of the Delaware General Corporation Law authorizes a court to award, or a corporation’s board of directors to grant, indemnity to directors and officers in terms sufficiently broad to permit such indemnification under certain circumstances for liabilities, including reimbursement for expenses incurred, arising under the Securities Act. The Registrant’s amended and restated certificate of incorporation permits indemnification of the Registrant’s directors, officers, employees and other agents to the maximum extent permitted by the Delaware General Corporation Law, and the Registrant’s amended and restated bylaws provide that the Registrant will indemnify its directors and executive officers and permit the Registrant to indemnify its other officers, employees and other agents, in each case to the maximum extent permitted by the Delaware General Corporation Law.

The Registrant has entered into indemnification agreements with its directors and certain of its executive officers. These agreements provide that the Registrant will indemnify its directors and such officers to the fullest extent permitted by law and its amended and restated certificate of incorporation and amended and restated bylaws.

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The Registrant also maintains a general liability insurance policy, which will cover certain liabilities of its directors and officers arising out of claims based on acts or omissions in their capacities as directors or officers.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED

The issuance of the shares being offered by the Form S-8 reoffer prospectus were deemed to be exempt from registration under the Securities Act in reliance upon Rule 701 promulgated under Section 3(b) of the Securities Act as transactions pursuant to benefit plans and contracts relating to compensation as provided under Rule 701. The recipient represented his intention to acquire the securities for investment only and not with a view to or for sale in connection with any distribution thereof, and appropriate legends were placed upon the stock certificates. The recipient had adequate access, through his relationships with the Registrant, to information about the Registrant.


ITEM 8. EXHIBITS

Exhibit

Incorporated by Reference

Number

Exhibit Description

Form

File No.

Exhibit

Filing Date

4.1

Amended and Restated Certificate of Incorporation of Nuvation Bio Inc.

Form 8-K

001-39351

3.1

February 12, 2021

4.2

Amended and Restated Bylaws of Nuvation Bio Inc.

Form 8-K

001-39351

3.2

February 12, 2021

4.3

Specimen Common Stock Certificate.

Form S-4/A

333-250036

4.2

January 19, 2021

5.1*

Opinion of Cooley LLP.

23.1*

Consent of KPMG LLP, independent registered public accounting firm.

23.2*

Consent of Cooley LLP (included in Exhibit 5.1 hereto).

24.1*

Power of Attorney (included on the signature page hereto).

99.1*

AnBio Therapeutics Ltd 2021 Equity Incentive Plan

99.2*

Forms of Option Grant Notice and Option Agreement under the AnBio Therapeutics Ltd 2021 Equity Incentive Plan

99.3*

Forms of RSU Award Grant Notice and Agreement under the AnBio Therapeutics Ltd 2021 Equity Incentive Plan

107*

Filing Fee Table

*	Filed Herewith.


ITEM 9. UNDERTAKINGS

1. The undersigned Registrant hereby undertakes:

(a)

To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:

(i)

To include any prospectus required by Section 10(a)(3) of the Securities Act;

(ii)

To reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end

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of the estimated maximum offering range may be reflected in the form of prospectus filed with the Securities and Exchange Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective Registration Statement.

(iii)

To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement;

Provided, however, that paragraphs (a)(i) and (a)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Securities and Exchange Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the Registration Statement.

(b)

That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new Registration Statement relating to the securities offered herein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c)

To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the Registration Statement shall be deemed to be a new Registration Statement relating to the securities offered herein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on April 18, 2024.


NUVATION BIO INC.

By:		/s/ David Hung, M.D.
		David Hung, M.D.
		Founder, President and Chief Executive Officer

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints David Hung, M.D. and Moses Makunje, and each one of them, as his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in their name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.


Signature	Title	Date

/s/ David Hung, M.D. David Hung, M.D.	President, Chief Executive Officer and Director (Principal Executive Officer)	April 18, 2024

/s/ Moses Makunje Moses Makunje	Vice President, Finance (Principal Financial Officer and Principal Accounting Officer)	April 18, 2024

/s/ Daniel G. Welch Daniel G. Welch	Chair of the Board of Directors	April 18, 2024

/s/ Robert B. Bazemore Jr. Robert B. Bazemore Jr.	Director	April 18, 2024

/s/ Kim Blickenstaff Kim Blickenstaff	Director	April 18, 2024

/s/ Xiangmin Cui Xiangmin Cui	Director	April 18, 2024

/s/ Kathryn E. Falberg Kathryn E. Falberg	Director	April 18, 2024

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/s/ Robert Mashal Robert Mashal, M.D.	Director	April 18, 2024

/s/ W. Anthony Vernon W. Anthony Vernon	Director	April 18, 2024

/s/ Junyuan Jerry Wang Junyuan Jerry Wang	Director	April 18, 2024

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EX-5.1

Exhibit 5.1

LOGO

John T. McKenna

+1 650 843 5059

kmckenna@cooley.com

April 18, 2024

Nuvation Bio Inc.

1500 Broadway, Suite 1401

New York, New York 10036

Ladies and Gentlemen:

We have acted as counsel to Nuvation Bio Inc., a Delaware corporation (the “Company”), in connection with the filing of a Registration Statement on Form S-8 (the “Registration Statement”) with the Securities and Exchange Commission (the “Commission”) covering (i) the offering by the Company of up to 13,742,239 shares (the “Plan Shares”) of its Class A Common Stock, $0.0001 par value (the “Class A Common Stock”), pursuant to the AnBio Therapeutics Ltd 2021 Equity Incentive Plan (the “Plan”), and (ii) the registration for resale of up to 2,201,694 shares of Class A Common Stock that may be issued upon settlement of restricted stock units (“RSUs”) held by the persons described in the prospectus (the “Prospectus” and such shares, the “Resale Shares”) included in the Registration Statement. Awards outstanding under the Plan were assumed by the Company pursuant to that certain Agreement and Plan of Merger and Reorganization, dated March 24, 2024 (the “Merger Agreement”), by and among the Company, Artemis Merger Sub I, Ltd., Artemis Merger Sub II, Ltd. and AnHeart Therapeutics Ltd.

In connection with this opinion, we have examined and relied upon (a) the Registration Statement, the prospectus related to the Plan Shares and the Prospectus, (b) the Merger Agreement, (c) the Company’s certificate of incorporation and bylaws, each as currently in effect, (d) the Plan, and (e) such other records, documents, opinions, certificates, memoranda and instruments as in our judgment are necessary or appropriate to enable us to render the opinion expressed below. We have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to originals of all documents submitted to us as copies, the accuracy, completeness and authenticity of certificates of public officials and the due authorization, execution and delivery of all documents by all persons other than the Company where authorization, execution and delivery are prerequisites to the effectiveness thereof. As to certain factual matters, we have relied upon a certificate of an officer of the Company and have not independently verified such matters.

Our opinion is expressed only with respect to the General Corporation Law of the State of Delaware. We express no opinion to the extent that any other laws are applicable to the subject matter hereof and express no opinion and provide no assurance as to compliance with any federal or state securities law, rule or regulation.

On the basis of the foregoing, and in reliance thereon, we are of the opinion that (i) the Plan Shares, when sold and issued in accordance with the Plan, the Registration Statement and the related prospectus, will be validly issued, fully paid, and nonassessable, and (ii) the Resale Shares, when issued upon settlement in accordance with the terms of the applicable RSUs, will be validly issued, fully paid and nonassessable.

This opinion is limited to the matters expressly set forth in this letter, and no opinion has been or should be implied, or may be inferred, beyond the matters expressly stated. This opinion speaks only as to law and facts in effect or existing as of the date hereof and we have no obligation or responsibility to update or supplement this opinion to reflect any facts or circumstances that may hereafter come to our attention or any changes in law that may hereafter occur.

Cooley LLP 3175 Hanover St. Palo Alto, CA 94304-1130

t: (650) 843-5059 f: (650) 849-7400 cooley.com

Nuvation Bio Inc.

April 18, 2024

Page Two

We consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to our firm under the heading “Legal Matters” in the Prospectus. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the rules and regulations of the Commission thereunder.


Sincerely,

COOLEY LLP

By:		/s/ John T. McKenna
		John T. McKenna

Cooley LLP 3175 Hanover St. Palo Alto, CA 94304-1130

t: (650) 843-5059 f: (650) 849-7400 cooley.com

EX-23.1

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

We consent to the use of our report dated February 29, 2024, with respect to the consolidated financial statements of Nuvation Bio Inc., incorporated herein by reference, and to the reference to our firm under the heading “Experts” in the prospectus.

/s/ KPMG LLP

New York, New York

April 18, 2024

EX-99.1

Exhibit 99.1

AnBio Therapeutics Ltd

2021 EQUITY INCENTIVE PLAN

1. Purpose; Eligibility.

1.1 General Purpose. The name of this plan is the AnBio Therapeutics Ltd 2021 Equity Incentive Plan (the “Plan”). The purposes of the Plan are to (a) enable AnBio Therapeutics Ltd., an exempted company with limited liability incorporated and existing under the laws of Cayman Islands with registered number 374961 (the “Company”), to attract and retain the types of Service Providers who will contribute to the Company’s long range success; (b) provide incentives that align the interests of Service Providers with those of the shareholders of the Company; and (c) promote the success of the Company’s business.

1.2 Eligible Award Recipients. The persons eligible to receive Awards are the Service Providers of the Group Companies, as approved by the Board.

1.3 Available Awards. Awards that may be granted under the Plan include (a) Incentive Stock Options, (b) Non-Qualified Stock Options, (c) Restricted Stock and (d) Restricted Stock Units.

2. Definitions.

“Affiliate” means a corporation or other entity that, directly or through one or more intermediaries, controls, is controlled by or is under common control with, the Company.

“Applicable Laws” means the requirements related to or implicated by the administration of the Plan under applicable Cayman Islands law, United States federal and state securities laws, the Code and the applicable laws of any foreign country or jurisdiction where Awards are granted under the Plan.

“Award” means any right granted under the Plan, including an Incentive Stock Option, a Non-Qualified Stock Option, a Restricted Stock Award or a Restricted Stock Unit Award.

“Award Agreement” means a written agreement, contract, certificate or other instrument or document evidencing the terms and conditions of an individual Award granted under the Plan which may, in the discretion of the Company, be transmitted electronically to any Participant. Each Award Agreement shall be subject to the terms and conditions of the Plan.

“Board” means the Board of Directors of the Company, as constituted at any time.

“Cause” means, unless the applicable Award Agreement provides otherwise, with respect to any Service Provider:

(i) criminal conduct or severe violation of ethical rules or similar acts; (ii) material breach of agreements between Participant and the Company or its subsidiaries (e.g., intellectual property or invention assignment agreement, employment contract, service agreement, non-competition agreement, confidentiality or similar agreement); (iii) misrepresentation or omission of material facts in connection with the Participant’s employment with the Company or its subsidiaries or the services provided to the Company or its subsidiaries; (iv) material breach of customary duties applicable to employees, consultants or directors or failure to comply with the Company’s or its subsidiaries’ polices or code of conduct or reasonable instruction of his or her supervisors; and (v) taking actions having a material adverse effect on the Company’s or its subsidiaries’ brand, goodwill or interest.

The Board, in its absolute discretion, shall determine the effect of all matters and questions relating to whether a Participant has been discharged for Cause.

“Change in Control” means any of the following transactions:

(i) a “Deemed Liquidation Event” as defined in the Company’s Memorandum and Articles of Association;

(ii) a transaction or series of related transactions in which a Person, or a group of related Persons, acquires from shareholders of the Company shares representing more than fifty percent (50%) of the outstanding voting power of the Company

(iii) any acquisition, reverse takeover, scheme of arrangement, or series of connected transactions ultimately resulting in a reverse takeover or a scheme of arrangement (including but not limited to any tender offer in advance of a takeover or a reverse takeover), in which the Company survives, but (A) the issued securities of the Company immediately before the completion of the transaction are converted or exchanged to other properties in the form of security, cash or otherwise through the transaction; or (B) securities accounting for more than 50% of the total voting rights of the Company’s issued securities at that time are assigned to one or more persons who did not hold any securities immediately preceding the completion of the transaction that results in a reverse takeover or a scheme of arrangement; or (C) the Company issues new voting securities with regard to such transaction and as a result of which persons holding the Company’s voting securities immediately preceding the completion of the transaction no longer hold more than fifty percent (50%) of the voting securities of the Company after the transaction; or

(iv) a one-off acquisition or a series of connected transactions through which (A) the control of the board of directors or the power to appoint a majority of the board members; or (B) the beneficial ownership of securities representing more than fifty percent (50%) of the total voting rights of the Company at that time is obtained by the affiliated group of any person or group (except for employees of one or more group companies or entities established for the benefit of such employees).

Notwithstanding the foregoing, if an Award is subject to Section 409A of the Code, a Change in Control shall not occur with respect to such Award unless such transaction constitutes a change in the ownership of the Company, a change in the effective control of the Company, or a change in the ownership of a substantial portion of the Company’s assets under Section 409A of the Code.

“Code” means the United States Internal Revenue Code of 1986, as it may be amended from time to time. Any reference to a section of the Code shall be deemed to include a reference to any regulations promulgated thereunder.

“Competitive Act” means, during a Participant’s Continuous Service and 12 months thereafter (subject to longer non-competition periods set forth in the relevant employment or service agreements), the Participant (i) directly or indirectly establishes, invests or participates in any competing business as an owner, partner, responsible person, shareholder or operator of a Competitor (except for holding not more than 5% of a listed company as a passive investor); (ii) serves as a director, officer, employee, consultant or advisor of any Competitor, or provides services to any Competitor, or (iii) intentionally takes actions benefiting any Competitor.

“Competitor” means any enterprise that competes with or will compete with the business of the Company or its subsidiaries [in the areas in which the Company or its subsidiaries conduct business]. The Board may decide the list of Competitors from time to time.

“Company” means AnBio Therapeutics Ltd., an exempted company with limited liability incorporated and existing under the laws of Cayman Islands with registered number 374961, and any successor thereto.

“Consultant” means any individual who is engaged by the Company or any subsidiary to render consulting or advisory services, whether or not compensated for such services.

“Continuous Service” means that the Participant’s service with the Company or any of its subsidiaries as a Service Provider is not interrupted or terminated. The Participant’s Continuous Service shall not be deemed to have terminated merely because of a change in the capacity in which the Participant renders service to the Company or any of its subsidiaries as a Service Provider or a change in the entity for which the Participant renders such service, provided that there is no interruption or termination of the Participant’s Continuous Service.

“Detrimental Activity” means any of the following: (i) unauthorized disclosure of any confidential or proprietary information of the Company or any of its subsidiaries; (ii) any activity that would be grounds to terminate the Participant’s employment or service with the Company or any of its subsidiaries for Cause; (iii) any Competitive Acts or the breach of any non-competition, non-solicitation, non-disparagement or other agreement containing restrictive covenants, with the Company or its subsidiaries; (iv) fraud or conduct contributing to any financial restatements or irregularities, as determined by the Board in its sole discretion; or (v) any other conduct or act determined to be materially injurious, detrimental or prejudicial to any interest of the Company or any of its subsidiaries, as determined by the Board in its sole discretion.

“Director” means a member of the Board.

“Disability” means that the Participant is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment; provided, however, for purposes of determining the term of an Incentive Stock Option pursuant to Section 6.10 hereof, the term Disability shall have the meaning ascribed to it under Section 22(e)(3) of the Code. The determination of whether an individual has a Disability shall be determined under procedures established by the Board. Except in situations where the Board is determining Disability for purposes of the term of an Incentive Stock Option pursuant to Section 6.10 hereof within the meaning of Section 22(e)(3) of the Code, the Board may rely on any determination that a Participant is disabled for purposes of benefits under any long-term disability plan maintained by the Company or any Affiliate in which a Participant participates.

“Employee” means any person, including an officer or Director, employed by the Company or a subsidiary; provided, that, for purposes of determining eligibility to receive Incentive Stock Options, an Employee shall mean an employee of the Company or a parent or subsidiary corporation within the meaning of Section 424 of the Code. Mere service as a Director or payment of a director’s fee by the Company or an Affiliate shall not be sufficient to constitute “employment” by the Company or an Affiliate.

“Exchange Act” means the Securities Exchange Act of 1934, as amended, and any successor thereto.

“Fair Market Value” means, on a given date, (i) if there is a public market for the Ordinary Shares on such date, the closing price of the shares as reported on such date on the principal national securities exchange on which the shares are listed or, if no sales of shares have been reported on any national securities exchange, then the immediately preceding date on which sales of the shares have been so reported or quoted, and (ii) if there is no public market for the Ordinary Shares on such date, then the fair market value shall be determined by the Board in good faith after taking into consideration all factors which it deems appropriate, including, without limitation, Sections 409A and 422 of the Code.

“Grant Date” means the date on which the Board adopt a resolution, or take other appropriate action, expressly granting an Award to a Participant that specifies the key terms and conditions of the Award or, if a later date is set forth in such resolution, then such date as is set forth in such resolution.

“Incentive Stock Option” means an Option intended to qualify as an incentive stock option within the meaning of Section 422 of the Code.

“Managers” means the founders of the Company, namely Junyuan Wang, Bing Yan, and Lihua Zheng, and any other individuals appointed by the Board.

“Non-Qualified Stock Option” means an Option that by its terms does not qualify or is not intended to qualify as an Incentive Stock Option.

“Option” means an Incentive Stock Option or a Non-Qualified Stock Option granted pursuant to the Plan.

“Optionholder” means a person to whom an Option is granted pursuant to the Plan or, if applicable, such other person who holds an outstanding Option.

“Option Exercise Price” means the price at which an Ordinary Share may be purchased upon the exercise of an Option.

“Ordinary Shares” means the ordinary shares, $0.0001 par value per share, of the Company.

“Participant” means an eligible person to whom an Award is granted pursuant to the Plan or, if applicable, such other person who holds an outstanding Award.

“Permitted Transferee” means: (a) a member of the Optionholder’s immediate family (child, stepchild, grandchild, parent, stepparent, grandparent, spouse, former spouse, sibling, niece, nephew, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law, including adoptive relationships), any person sharing the Optionholder’s household (other than a tenant or employee), a trust in which these persons have more than 50% of the beneficial interest, a foundation in which these persons (or the Optionholder) control the management of assets, and any other entity in which these persons (or the Optionholder) own more than 50% of the voting interests; or (b) such other transferees as may be permitted by the Board in its sole discretion.

“Person” means any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act).

“Plan” means this AnBio Therapeutics Ltd 2021 Equity Incentive Plan.

“PRC” means the People’s Republic of China, excluding Hong Kong, Macau and Taiwan for the purpose of this Plan.

“Restricted Period” has the meaning set forth in Section 7.

“Restructuring Agreement” means the Restructuring Framework Agreement (重组框架协议 in Chinese) entered into by the Company, AnBio Inc., AnBio Therapeutics (HK) Limited, AnHeart Hangzhou, Decheng Anbio Limited, Vertex Ventures China IV, L.P., 杭州德佳诚誉投资合伙企业(有限合伙), 深圳市招商招银股权投资基金合伙企业（有限合伙）, 嘉兴力鼎昌煜股权投资合伙企业(有限合伙), 杭州复林创业投资合伙企业(有限合伙), Repulse Bay Associate Corp, and other relevant parties thereto dated September 22, 2021.

“Service Providers” means the Employees, Consultants, Directors, supervisors, technology licensors and project cooperation parties for the Company or any of its subsidiaries, in each case, approved by the Board.

“Ten Percent Shareholder” means a person who owns (or is deemed to own pursuant to Section 424(d) of the Code) shares possessing more than 10% of the total combined voting power of all classes of shares of the Company or of any of its Affiliates.

“Transaction Agreements” has the meaning it is given in that certain Series B Preferred Share and Warrant Purchase Agreement on August 30, 2021, by and among the Company and the other parties thereto.

3. Administration.

3.1 Authority of the Board. Subject to the terms of the Plan, the Company’s Memorandum and Articles of Association and Transaction Agreements and Applicable Laws, and in addition to other express powers and authorization conferred by the Plan, the Board shall have the authority:

(a) to construe and interpret the Plan and any related documents and apply its provisions;

(b) to approve the size of the option pool and any changes thereto;

(d) from time to time to select, subject to the limitations set forth in the Plan, those Participants to whom Awards shall be granted and to determine the number of the Awards to be granted to each Participant;

(e) to determine the number of Ordinary Shares to be made subject to each Award;

(f) to determine whether each Option is to be an Incentive Stock Option or a Non-Qualified Stock Option;

(g) to determine the termination of Continuous Service, the termination for Cause, and the achievement of performance targets;

(h) to prescribe the terms and conditions of each Award, including, without limitation, the exercise price and medium of payment and vesting provisions, and to specify the provisions of the Award Agreement relating to such grant;

(i) to approve the fair market value of the shares;

(j) to promulgate, amend, and rescind rules and regulations relating to the administration of the Plan;

(k) to authorize any person to execute, on behalf of the Company, any instrument required to carry out the purposes of the Plan;

(l) to amend any outstanding Awards, including for the purpose of modifying the time or manner of vesting, or the term of any outstanding Award; provided, however, that if any such amendment impairs a Participant’s rights or increases a Participant’s obligations under his or her Award or creates or increases a Participant’s federal income tax liability with respect to an Award, such amendment shall also be subject to the Participant’s consent;

(m) to make decisions with respect to outstanding Awards that may become necessary upon a change in corporate control or an event that triggers anti-dilution adjustments;

(n) to interpret, administer, reconcile any inconsistency in, correct any defect in and/or supply any omission in the Plan and any instrument or agreement relating to, or Award granted under, the Plan; and

(o) to exercise discretion to make any and all other determinations which it determines to be necessary or advisable for the administration of the Plan.

If any Manager is the Participant under the Plan and also the Director, with respect to the matters of Awards granted to such Manager under the Plan, the Manager shall not vote at the Board’s meeting. Such matters shall be approved by the majority of the remaining Directors, subject to the Company’s Memorandum and Articles of Association and Transaction Agreements.

3.2 Acquisitions and Other Transactions. The Board may, from time to time, assume outstanding awards granted by another entity, whether in connection with an acquisition of such other entity or otherwise, by either (i) granting an Award under the Plan in replacement of or in substitution for the award assumed by the Company, or (ii) treating the assumed award as if it had been granted under the Plan if the terms of such assumed award could be applied to an Award granted under the Plan. Such assumed award shall be permissible if the holder of the assumed award would have been eligible to be granted an Award hereunder if the other entity had applied the rules of the Plan to such grant. The Board may also grant Awards under the Plan in settlement of or in substitution for outstanding awards or obligations to grant future awards in connection with the Company or an Affiliate acquiring another entity, an interest in another entity, or an additional interest in an Affiliate whether by merger, share purchase, asset purchase or other form of transaction.

3.3 Board Decisions Final. All decisions made by the Managers pursuant to the provisions of the Plan shall be subject to the Board’s discretion; the Board’s decisions shall be final and binding on the Company and the Participants, unless such decisions are determined by a court having jurisdiction to be arbitrary and capricious.

3.4 Delegation. The Managers may delegate administration of the Plan to any person or persons if such delegation is approved by the Board. The Board and Managers shall have the power to delegate to a subcommittee any of the administrative powers the Board or Managers are authorized to exercise (and references in the Plan to the Board or the Managers shall thereafter be to the committee or subcommittee), subject, however, to such resolutions, not inconsistent with the provisions of the Plan, as may be adopted from time to time by the Board. The Board may abolish the Managers’ authorities at any time and revest in the Board the administration of the Plan. The Managers shall act pursuant to a vote of the majority of its members or, in the case where there are only two Managers, the unanimous consent of the Managers, whether present or not, or by the written consent of the majority of the Managers and minutes shall be kept of all of their meetings and copies thereof shall be provided to the Board. Subject to the limitations prescribed by the Plan and the Board, the Managers may establish and follow such rules and regulations for the conduct of its business as it may determine to be advisable.

3.5 Managers Composition. The Managers shall consist of the Founders of the Company, Junyuan Wang, Bing Yan, and Lihua Zheng, unless otherwise determined by the Board.

3.6 Indemnification. In addition to such other rights of indemnification as they may have as Directors or Managers, and to the extent allowed by Applicable Laws, the Managers and Directors shall be indemnified by the Company against the reasonable expenses, including attorney’s fees, actually incurred in connection with any action, suit or proceeding or in connection with any appeal therein, to which the Managers or the Directors may be party by reason of any action taken or failure to act under or in connection with the Plan or any Award granted under the Plan, and against all amounts paid by the Managers or the Directors in settlement thereof (provided, however, that the settlement has been approved by the Company, which approval shall not be unreasonably withheld) or paid by the Managers or the Directors in satisfaction of a judgment in any such action, suit or proceeding, except in relation to matters as to which it shall be adjudged in such action, suit or proceeding that such Managers or Directors did not act in good faith and in a manner which such person reasonably believed to be in the best interests of the Company, or in the case of a criminal proceeding, had no reason to believe that the conduct complained of was unlawful; provided, however, that within 60 days after institution of any such action, suit or proceeding, such Managers or Directors shall, in writing, offer the Company the opportunity at its own expense to handle and defend such action, suit or proceeding.

4. Shares Subject to the Plan.

4.1 Subject to adjustment in accordance with Section 11, a total of 2,492,660 Ordinary Shares shall be available for the grant of Awards under the Plan, and upon the closing of the Share Subscription of Flip-up Shareholders (in Chinese 上翻轮股东增资交易) pursuant to Section 2.10 of the Restructuring Agreement, the total Ordinary Share available for the grant of Awards under the Plan shall be adjusted to 4,985,320. The Company shall keep available at all times the number of Ordinary Shares required to satisfy such Awards.

4.2 Ordinary Shares available for distribution under the Plan may consist, in whole or in part, of authorized and unissued shares or treasury shares.

4.3 Any Ordinary Shares subject to an Award that is canceled, forfeited or expires prior to exercise or realization, either in full or in part, shall again become available for issuance under the Plan. Notwithstanding anything to the contrary contained herein: shares subject to an Award under the Plan shall not again be made available for issuance or delivery under the Plan if such shares are (a) shares tendered in payment of an Option or (b) shares delivered or withheld by the Company to satisfy any tax withholding obligation.

4.4 If the Board authorize the assumption of awards pursuant to Section 3.2 or Section 12.1 hereof, the assumption will reduce the number of shares available for issuance under the Plan in the same manner as if the assumed awards had been granted under the Plan.

5. Eligibility.

5.1 Eligibility for Specific Awards. Incentive Stock Options may be granted to Service Providers only.

5.2 Ten Percent Shareholders. A Ten Percent Shareholder shall not be granted an Incentive Stock Option unless the Option Exercise Price is at least 110% of the Fair Market Value of the Ordinary Shares at the Grant Date and the Option is not exercisable after the expiration of five years from the Grant Date.

6. Option Provisions. Each Option granted under the Plan shall be evidenced by an Award Agreement. Each Option so granted shall be subject to the conditions set forth in this Section 6, and to such other conditions not inconsistent with the Plan as may be reflected in the applicable Award Agreement. All Options shall be separately designated Incentive Stock Options or Non-Qualified Stock Options at the time of grant, and, if certificates are issued, a separate certificate or certificates will be issued for Ordinary Shares purchased on exercise of each type of Option. Notwithstanding the foregoing, the Company shall have no liability to any Participant or any other person if an Option designated as an Incentive Stock Option fails to qualify as such at any time or if an Option is determined to constitute “nonqualified deferred compensation” within the meaning of Section 409A of the Code and the terms of such Option do not satisfy the requirements of Section 409A of the Code. The provisions of separate Options need not be identical, but each Option shall include (through incorporation of provisions hereof by reference in the Option or otherwise) the substance of each of the following provisions:

6.1 Term. Subject to the provisions of Section 5.2 regarding Ten Percent Shareholders, no Incentive Stock Option shall be exercisable after the expiration of eight years from the Grant Date. The term of a Non-Qualified Stock Option granted under the Plan shall be determined by the Board; provided, however, no Non-Qualified Stock Option shall be exercisable after the expiration of eight years from the Grant Date.

6.2 Exercise Price of an Incentive Stock Option. With respect to Incentive Stock Options held by U.S. taxpayers, subject to the provisions of Section 5.2 regarding Ten Percent Shareholders, the Option Exercise Price of each Incentive Stock Option shall be not less than 100% of the Fair Market Value of the Ordinary Shares subject to the Option on the Grant Date. Notwithstanding the foregoing, an Incentive Stock Option may be granted with an Option Exercise Price lower than that set forth in the preceding sentence if such Option is granted pursuant to an assumption or substitution for another option in a manner satisfying the provisions of Section 424(a) of the Code. With respect to Incentive Stock Options held by non-U.S. taxpayers, the Option Exercise Price of Incentive Stock Options shall be determined by the Board.

6.3 Exercise Price of a Non-Qualified Stock Option. The Option Exercise Price of each Non-Qualified Stock Option shall be not less than 100% of the Fair Market Value of the Ordinary Shares subject to the Option on the Grant Date. Notwithstanding the foregoing, a Non-Qualified Stock Option may be granted with an Option Exercise Price lower than that set forth in the preceding sentence if such Option is granted pursuant to an assumption or substitution for another option in a manner satisfying the provisions of Section 409A of the Code.

6.4 Method of Exercise. The Option Exercise Price shall be paid, to the extent permitted by Applicable Laws, either (a) in cash or (b) any other form of consideration that may be approved by the Board; in either case, within 30 days from receiving Managers’ approval of the Participant’s exercise request. Unless otherwise specifically provided in the Option, the Option Exercise Price that is paid with the Board’s approval by delivery to the Company of other Ordinary Shares acquired, directly or indirectly from the Company, shall be paid only by Ordinary Shares that have been held for more than six months (or such longer or shorter period of time required to avoid a charge to earnings for financial accounting purposes).

6.5 Transferability of an Incentive Stock Option. An Incentive Stock Option shall not be transferable except by will or by the laws of descent and distribution and shall be exercisable during the lifetime of the Optionholder only by the Optionholder.

6.6 Transferability of a Non-Qualified Stock Option. A Non-Qualified Stock Option may, in the sole discretion of the Board, be transferable to a Permitted Transferee, upon written approval by the Board or to the extent provided in the Award Agreement. If the Non-Qualified Stock Option does not provide for transferability, then the Non-Qualified Stock Option shall not be transferable except by will or by the laws of descent and distribution and shall be exercisable during the lifetime of the Optionholder only by the Optionholder. Notwithstanding the foregoing, the Optionholder may, by delivering written notice to the Company, in a form satisfactory to the Company, designate a third party who, in the event of the death of the Optionholder, shall thereafter be entitled to exercise the Option.

6.7 Vesting of Options. For the Participants other than the Consultants, unless otherwise approved by the Board, the Option will become vested and exercisable over four years, with the Option vesting each year no more than 25%; and unless otherwise approved by the Board, for the Participants other than the Consultants, the vesting schedule will be as follows: 25% of the Option will vest on the first anniversary of the Grant Date and 6.25% of the Option shares will vest on a quarterly basis thereafter, subject to the Participant’s Continuous Service through the applicable vesting date. The Option may be subject to such other terms and conditions on the time or times when it may be exercised (which may be based on performance or other criteria) as the Board may deem appropriate. The vesting provisions of individual Options may vary. No Option may be exercised for a fraction of Ordinary Shares. The Board may, but shall not be required to, provide for an acceleration of vesting and exercisability in the terms of any Award Agreement upon the occurrence of a specified event.

6.8 Termination of Continuous Service other than for Cause, Death, Disability.

In the event that a Participant’s Continuous Service terminates for reasons other than (i) for death or Disability or (ii) for Cause, and provided that no circumstance under Section 6.9 or Detrimental Activity hereof occurred on the part of such Participant, unless otherwise provided in an Award Agreement or approved by the Board:

(a) all unvested Options shall immediately terminate and cease to be exercisable;

(b) the Optionholder may exercise his or her Option (to the extent that the Optionholder was entitled to exercise such Option as of the date of termination) but only within such period of time ending on the earlier of (a) the date three months following the termination of the Optionholder’s Continuous Service or (b) the expiration of the term of the Option as set forth in the Award Agreement. If, after termination, the Optionholder does not exercise his or her Option within the time specified herein or in the Award Agreement, the Option shall terminate.

If the Optionholder applies to exercise his or her Option (to the extent that the Optionholder was entitled to exercise such Option as of the date of termination), the Board has the right (but not obligation) to send the notice to the Optionholder to pay in cash to the Optionholder as an alternative:

(1)

if the termination of the employment is due to incompetence or failure to pass performance assessment (“Termination Event of Incompetence”), at a price equal to 25% of the Fair Market Value on the date when the Board send the notice minus the Option Exercise Price;

(2)

if the termination of the employment is due to (i) the Optionholder’s resignation, (ii) Optionholder’s failure to renew an employment contract or service agreement upon expiry, (iii) the involuntary termination of the Optionholder due to material changes to the Group Companies (e.g., Change in Control, merger, division), (iv) the Optionholder’s retirement after reaching statutory retirement age or retirement age provided by the Group Companies, or (v) a termination for any other reason except for Termination Event of Incompetence (“Other Termination Events”), at a price equal to 50% of the Fair Market Value on the date when the Board send the notice minus the Option Exercise Price;

For the part of the Option that the Board has determined to pay in cash as an alternative, such Option shall be deemed as not exercised and immediately terminate.

(c) Exercised Option Shares are subject to repurchase as determined by the Board at a price calculated based upon the conditions of such termination of Continuous Service.

(1)

In the event of the termination of the Continuous Service of an Optionholder by the Company or its subsidiary due to the Termination Event of Incompetence, in the discretion of the Company or its subsidiary, exercised Option Shares are subject to repurchase as determined by the Board at a price equal to the higher of (i) 25% of the Fair Market Value on the date when the Board sends the repurchase notice to the Optionholder; or (ii) the Option Exercise Price;

(2)

In the event of Other Termination Events, exercised Option Shares are subject to repurchase as determined by the Board at a price equal to the higher of (i) 50% of the Fair Market Value on the date when the Board sends the repurchase notice to the Optionholder; or (ii) the Option Exercise Price .

6.9 Termination for Cause; Competitive Acts; Confidentiality;.

In the event that a Participant’s Continuous Service terminates for Cause, a Participant commits a Competitive Act, a Participant breaches confidentiality obligations under an Award Agreement:

(a) all outstanding Options (whether or not vested) shall immediately terminate and cease to be exercisable;

(b) exercised Option Shares will be subject to mandatory repurchase at the Option Exercise Price; if the circumstance is severe, at the lower of (i) the Option Exercise Price or (ii) corresponding value of the net assets of the Company with respect to the Option. All the fees, costs and taxes arising from such repurchase shall be borne by the Optionholder.

6.10 Disability of Optionholder. Unless otherwise provided in an Award Agreement, in the event that such Optionholder’s Continuous Service terminates as a result of the Optionholder’s Disability, provided that no circumstance under Section 6.9 or Detrimental Activity hereof occurred on the part of such Participant:

(a) all unvested Options shall immediately terminate and cease to be exercisable;

(b) the Optionholder (or the Optionholder’s legal guardian or custodian) may exercise his or her Option (to the extent that the Optionholder was entitled to exercise such Option as of the date of termination), but only within such period of time ending on the earlier of (a) the date three months following such termination or (b) the expiration of the term of the Option as set forth in the Award Agreement. If, after termination, the Option is not exercised within the time specified herein or in the Award Agreement, the Option shall terminate.

If the Optionholder (or the Optionholder’s legal guardian or custodian) applies to exercise his or her Option (to the extent that the Optionholder was entitled to exercise such Option as of the date of termination), the Board has the right (but not obligation) to send the notice to the Optionholder (or the Optionholder’s legal guardian or custodian) to pay in cash as an alternative at a price equal to 50% of the Fair Market Value on the date when the Board send the notice minus the Option Exercise Price;

For the part of the Option that the Board has determined to pay in cash as an alternative, such Option shall be deemed as not exercised and immediately terminate.

(c) Exercised options are subject to repurchase as determined by the Board at a price equal to the higher of (i) 50% of the Fair Market Value on the date when the Board sends the repurchase notice to the Optionholder; or (ii) the Option Exercise Price.

6.11 Death of Optionholder. Unless otherwise provided in an Award Agreement, in the event such Optionholder’s Continuous Service terminates as a result of the Optionholder’s death, provided that no circumstance under Section 6.9 or Detrimental Activity hereof occurred on the part of such Participant:

(a) all unvested Options shall immediately terminate and cease to be exercisable;

(b) the Option may be exercised (to the extent the Optionholder was entitled to exercise such Option as of the date of death) by the Optionholder’s estate, by a person who acquired the right to exercise the Option by bequest or inheritance or by a person designated to exercise the Option upon the Optionholder’s death (“Successor”), but only within the period ending on the earlier of (a) the date three months following the date of death or (b) the expiration of the term of such Option as set forth in the Award Agreement. If, after the Optionholder’s death, the Option is not exercised within the time specified herein or in the Award Agreement, the Option shall terminate.

If the Successor applies to exercise his or her Option (to the extent the Optionholder was entitled to exercise such Option as of the date of death), the Board has the right (but not obligation) to send the notice to the Successor to pay in cash as an alternative at a price equal to 50% of the Fair Market Value on the date when the Board send the notice minus the Option Exercise Price;

For the part of the Option that the Board has determined to pay in cash as an alternative, such Option shall be deemed as not exercised and immediately terminate.

(c) Exercised Option Shares are subject to repurchase as determined by the Board at a price equal to the higher of (i) 50% of the Fair Market Value on the date when the Board sends the repurchase notice to the Optionholder; or (ii) the Option Exercise Price.

6.12 Notwithstanding anything to the contrary, the Board does not have the right to adopt the cash payment settlement or repurchase the exercised Option Shares under Sections 6.8, 6.10 and 6.11 after the initial public offering (the “IPO”) of the Company. The disposal of the Option Shares under Section 6.8 to 6.11 are also subject to the Securities Act and other relevant Applicable Laws after the Company consummates the IPO.

6.13 Incentive Stock Option $100,000 Limitation. To the extent that the aggregate Fair Market Value (determined at the time of grant) of Ordinary Shares with respect to which Incentive Stock Options are exercisable for the first time by any Optionholder during any calendar year (under all plans of the Company and its Affiliates) exceeds $100,000, the Options or portions thereof which exceed such limit (according to the order in which they were granted) shall be treated as Non-Qualified Stock Options.

6.14 Detrimental Activity. Unless otherwise provided in an Award Agreement, all outstanding Option Shares (whether or not vested) shall immediately terminate and cease to be exercisable on the date on which an Optionholder engages in Detrimental Activity.

7. Restricted Awards. A Restricted Award is an Award of actual Ordinary Shares (“Restricted Stock”) or an Award of hypothetical Ordinary Shares (“Restricted Stock Units”) having a value equal to the Fair Market Value of an identical number of Ordinary Shares. Restricted Awards may, but need not, provide that such Restricted Award may not be sold, assigned, transferred or otherwise disposed of, pledged or hypothecated as collateral for a loan or as security for the performance of any obligation or for any other purpose for such period (the “Restricted Period”) as the Board shall determine. Each Restricted Award granted under the Plan shall be evidenced by an Award Agreement. Each Restricted Award so granted shall be subject to the conditions set forth in this Section 7, and to such other conditions not inconsistent with the Plan as may be reflected in the applicable Award Agreement.

7.1 Restricted Stock. Each Participant granted Restricted Stock shall execute and deliver to the Company an Award Agreement with respect to the Restricted Stock setting forth the restrictions and other terms and conditions applicable to such Restricted Stock. If the Managers determines that the Restricted Stock shall be held by the Company or in escrow rather than delivered to the Participant pending the release of the applicable restrictions, the Managers may require the Participant to additionally execute and deliver to the Company (A) an escrow agreement satisfactory to the Managers, if applicable and (B) the appropriate blank stock power with respect to the Restricted Stock covered by such agreement. If a Participant fails to execute an agreement evidencing an Award of Restricted Stock and, if applicable, an escrow agreement and stock power, the Award shall be null and void. Subject to the restrictions set forth in the Award Agreement, the Participant generally shall have the rights and privileges of a shareholder as to such Restricted Stock, including the right to vote such Restricted Stock and the right to receive dividends; provided that, (A) the Participant shall appoint AnBio Inc. as its proxy to vote such Restricted Stock by a proxy agreement in the form and substance to the satisfaction of [the Company and AnBio Inc]; and (B) any dividends with respect to the Restricted Stock shall be withheld by the Company for the Participant’s account, and interest may be credited on the amount of the cash dividends withheld at a rate and subject to such terms as determined by the Board. The dividends so withheld by the Company and attributable to any particular share of Restricted Stock (and earnings thereon, if applicable) shall be distributed to the Participant in cash or, at the discretion of the Board, in Ordinary Shares having a Fair Market Value equal to the amount of such dividends, if applicable, upon the release of restrictions on such share and, if such share is forfeited, the Participant shall have no right to such dividends.

7.2 Restricted Stock Units. The terms and conditions of a grant of Restricted Stock Units shall be reflected in an Award Agreement. No Ordinary Shares shall be issued at the time a Restricted Stock Unit is granted, and the Company will not be required to set aside funds for the payment of any such Award. A Participant shall have no voting rights with respect to any Restricted Stock Units granted hereunder.

7.3 Restrictions.

(a) Restrictions on Restricted Stock. Restricted Stock awarded to a Participant shall be subject to the following restrictions until the expiration of the Restricted Period, and to such other terms and conditions as may be set forth in the applicable Award Agreement: (A) if an escrow arrangement is used, the Participant shall not be entitled to delivery of the stock certificate; (B) the shares shall be subject to the restrictions on transferability set forth in the Award Agreement; (C) the shares shall be subject to forfeiture to the extent provided in the applicable Award Agreement; and (D) to the extent such shares are forfeited, the share certificates shall be returned to the Company, and all rights of the Participant to such shares and as a shareholder with respect to such shares shall terminate without further obligation on the part of the Company.

(b) Restrictions on Restricted Stock Units. Restricted Stock Units awarded to a Participant shall be subject to (A) forfeiture until the expiration of the Restricted Period and satisfaction of any applicable performance goals during such period, to the extent provided in the applicable Award Agreement, and to the extent such Restricted Stock Units are forfeited, all rights of the Participant to such Restricted Stock Units shall terminate without further obligation on the part of the Company and (B) such other terms and conditions as may be set forth in the applicable Award Agreement.

(c) Board Discretion to Remove Restrictions. The Board shall have the authority to remove any or all of the restrictions on the Restricted Stock or Restricted Stock Units whenever it may determine that, by reason of changes in Applicable Laws or other changes in circumstances arising after the Grant Date, such action is appropriate.

7.4 Restricted Period. The Restricted Period shall commence on the Grant Date and end at the time or times set forth on a schedule established by the Board in the applicable Award Agreement; provided, however, that notwithstanding any such vesting dates, the Board may in its sole discretion accelerate the vesting of any Restricted Award at any time and for any reason. The Board may, but shall not be required to, provide for an acceleration of vesting in the terms of any Award Agreement upon the occurrence of a specified event.

7.5 Delivery of Restricted Stock and Settlement of Restricted Stock Units. Upon the expiration of the Restricted Period with respect to any shares of Restricted Stock, the restrictions set forth in Section 7.3(a) and the applicable Award Agreement shall be of no further force or effect with respect to such shares, except as set forth in the applicable Award Agreement. If an escrow arrangement is used, upon such expiration, the Company shall deliver to the Participant, or his or her beneficiary, without charge, the share certificate evidencing the shares of Restricted Stock which have not then been forfeited and with respect to which the Restricted Period has expired (to the nearest full share) and any dividends credited to the Participant’s account with respect to such Restricted Stock and the interest thereon, if any. Upon the expiration of the Restricted Period with respect to any outstanding Restricted Stock Units, the Company shall deliver to the Participant, or his or her beneficiary, without charge, one Ordinary Share for each outstanding Restricted Stock Unit; provided, however, that if explicitly provided in the Award Agreement, the Board may, in its sole discretion, elect to pay cash or part cash and part Ordinary Shares in lieu of delivering Ordinary Shares for vested Restricted Stock Units. If a cash payment is made in lieu of delivering Ordinary Shares, the amount of such payment shall be equal to the Fair Market Value of the Ordinary Shares as of the date on which the Restricted Period lapsed.

No Restricted Award may be granted or settled for a fraction of an Ordinary Shares.

8. Securities Law Compliance.

8.1 Securities Registration. No Awards shall be granted under the Plan and no Ordinary Shares shall be issued and delivered upon the exercise of Options granted under the Plan unless and until the Company and/or the Participant have complied with all applicable Cayman Islands and U.S. federal and state registration, listing and/or qualification requirements and all other requirements of law or of any regulatory agencies having jurisdiction.

8.2 Representations; Legends. The Managers may, as a condition to the grant of any Award or the exercise of any Option under the Plan, require a Participant to (i) represent in writing that the Ordinary Shares received in connection with such Award are being acquired for investment and not with a view to distribution and (ii) make such other representations and warranties as are deemed appropriate by counsel to the Company. Each certificate representing Ordinary Shares acquired under the Plan shall bear a legend in such form as the Company deems appropriate.

9. Use of Proceeds from Ordinary Shares. Proceeds from the sale of Ordinary Shares pursuant to Awards, or upon exercise thereof, shall constitute general funds of the Company.

10. Miscellaneous.

10.1 Acceleration of Exercisability and Vesting. The Board shall have the power to accelerate the time at which an Award may first be exercised or the time during which an Award or any part thereof will vest in accordance with the Plan, notwithstanding the provisions in the Award Agreement stating the time at which it may first be exercised or the time during which it will vest.

10.2 Shareholder Rights. Except as provided in the Plan or an Award Agreement, no Participant shall be deemed to be the holder of, or to have any of the rights of a holder with respect to, any Ordinary Shares subject to an Award unless and until such Participant has satisfied all requirements for exercise or settlement of the Award pursuant to its terms and no adjustment shall be made for dividends (ordinary or extraordinary, whether in cash, securities or other property) or distributions of other rights for which the record date is prior to the date such Ordinary Shares certificate is issued, except as provided in Section 11 hereof.

10.3 No Employment or Other Service Rights. Nothing in the Plan or any instrument executed or Award granted pursuant thereto shall confer upon any Participant any right to continue to serve the Company or an Affiliate in the capacity in effect at the time the Award was granted or shall affect the right of the Company or an Affiliate to terminate (a) the employment of an Employee with or without notice and with or without Cause or (b) the service of a Director pursuant to the Memorandum and Articles of Association of the Company or an Affiliate, and any applicable provisions of the corporate law of the jurisdiction in which the Company or the Affiliate is incorporated, as the case may be.

10.4 Transfer; Approved Leave of Absence. For purposes of the Plan, no termination of employment by an Employee shall be deemed to result from either (a) a transfer of employment to the Company from an Affiliate or from the Company to an Affiliate, or from one Affiliate to another, or (b) an approved leave of absence for military service or sickness, or for any other purpose approved by the Company, if the Employee’s right to reemployment is guaranteed either by a statute or by contract or under the policy pursuant to which the leave of absence was granted or if the Managers otherwise so provide in writing, in either case, except to the extent inconsistent with Section 409A of the Code if the applicable Award is subject thereto.

10.5 Withholding Obligations. To the extent provided by the terms of an Award Agreement and subject to the discretion of the Managers, the Participant may satisfy any federal, state or local tax withholding obligation relating to the exercise or acquisition of Ordinary Shares under an Award by any of the following means (in addition to the Company’s right to withhold from any compensation paid to the Participant by the Company) or by a combination of such means: (a) tendering a cash payment; (b) authorizing the Company to withhold Ordinary Shares from the Ordinary Shares otherwise issuable to the Participant as a result of the exercise or acquisition of Ordinary Shares under the Award, provided, however, that no Ordinary Shares are withheld with a value exceeding the amount of tax required to be withheld by law; or (c) delivering to the Company previously owned and unencumbered Ordinary Shares of the Company.

10.6 Compliance of Laws. All allotments and issues of Ordinary Shares pursuant to the Plan shall be subject to any necessary consent, registration and approval under the relevant laws and regulations for the time being in the PRC, including but not limited to any registration required by the foreign exchange authority in the PRC. A Participant shall be responsible for obtaining any governmental or other official consent that may be required by any country or jurisdiction for or in connection with the grant of an Award or exercise thereof. The Company shall not be responsible for any failure by a Participant to obtain any such consent or for any tax or other liability to which a Participant may become subject as a result of his or her participation in the Plan.

11. Adjustments Upon Changes in Ordinary Shares. In the event of changes in the outstanding Ordinary Shares or in the capital structure of the Company by reason of any share or extraordinary cash dividend, share split, reverse share split, an extraordinary corporate transaction such as any recapitalization, reorganization, merger, consolidation, combination, exchange, or other relevant change in capitalization occurring after the Grant Date of any Award, Awards granted under the Plan and any Award Agreements, the exercise price of Option Shares and the maximum number of Ordinary Shares subject to Awards stated in Section 4 will be equitably adjusted or substituted, as to the number, price or kind of Ordinary Shares or other consideration subject to such Awards to the extent necessary to preserve the economic intent of such Award. In the case of adjustments made pursuant to this Section 11, unless the Board specifically determines that such adjustment is in the best interests of the Company or its Affiliates, the Board shall, in the case of Incentive Stock Options, ensure that any adjustments under this Section 11 will not constitute a modification, extension or renewal of the Incentive Stock Options within the meaning of Section 424(h)(3) of the Code and in the case of Non-Qualified Stock Options, ensure that any adjustments under this Section 10 will not constitute a modification of such Non-Qualified Stock Options within the meaning of Section 409A of the Code.

12. Effect of Change in Control.

12.1 In the event of a Change in Control, the Board may, but shall not be obligated to:

(a) accelerate, vest or cause the restrictions to lapse with respect to all or any portion of any Award;

(b) cancel Awards and cause to be paid to the holders of vested Awards the value of such Awards, if any, as determined by the Board, in its sole discretion, it being understood that in the case of any Option with an Option Exercise Price that equals or exceeds the price paid for Ordinary Shares in connection with the Change in Control, the Board may cancel the Option without the payment of consideration therefor;

(d) provide written notice to Participants that for a period of at least ten days prior to the Change in Control, such Awards shall be exercisable, to the extent applicable, as to all Ordinary Shares subject thereto and upon the occurrence of the Change in Control, any Awards not so exercised shall terminate and be of no further force and effect.

12.2 The obligations of the Company under the Plan shall be binding upon any successor corporation or organization resulting from the merger, consolidation or other reorganization of the Company, or upon any successor corporation or organization succeeding to all or substantially all of the assets and business of the Company and its Affiliates, taken as a whole.

13. Amendment of the Plan and Awards.

13.1 Amendment of the Plan. The Board at any time, and from time to time, may amend or terminate the Plan, subject to the Board and/or shareholder approval requirements in the Company’s Memorandum and Articles of Association and the Transaction Agreements. However, except as provided in Section 11 relating to adjustments upon changes in Ordinary Shares, no amendment shall be effective unless approved by the shareholders of the Company to the extent shareholder approval is necessary to satisfy any Applicable Laws, the Company’s Memorandum and Articles of Association and the Transaction Agreements. At the time of such amendment, the Board shall determine, upon advice from counsel, whether such amendment will be contingent on shareholder approval.

13.2 Shareholder Approval. The Board shall submit any other amendment to the Plan for shareholder approval in accordance with the Company’s Memorandum and Articles of Association and the Transaction Agreements.

13.3 Contemplated Amendments. It is expressly contemplated that the Board may, subject to shareholder approval, amend the Plan in any respect the Board deems necessary or advisable to provide eligible Service Providers with the maximum benefits provided or to be provided under the provisions of the Code and the regulations promulgated thereunder relating to Incentive Stock Options or to the nonqualified deferred compensation provisions of Section 409A of the Code and/or to bring the Plan and/or Awards granted under it into compliance therewith.

13.4 No Impairment of Rights. Rights under any Award granted before amendment of the Plan shall not be impaired by any amendment of the Plan unless (a) the Company requests the consent of the Participant and (b) the Participant consents in writing.

13.5 Amendment of Awards. The Board at any time, and from time to time, may amend the terms of any one or more Awards; provided, however, that the Board may not affect any amendment which would otherwise constitute an impairment of the rights under any Award unless (a) the Company requests the consent of the Participant and (b) the Participant consents in writing.

14. General Provisions.

14.1 Clawback; Forfeiture. Notwithstanding anything to the contrary contained herein, the Board may, in its sole discretion, provide in an Award Agreement or otherwise that the Board may cancel such Award if the Participant has engaged in or engages in any Detrimental Activity. The Board may, in its sole discretion, also provide in an Award Agreement or otherwise that (i) if the Participant has engaged in or engages in Detrimental Activity, the Participant will forfeit any gain realized on the vesting, exercise or settlement of any Award, and must repay the gain to the Company and (ii) if the Participant receives any amount in excess of what the Participant should have received under the terms of the Award for any reason (including, without limitation, by reason of a financial restatement, mistake in calculations or other administrative error), then the Participant shall be required to repay any such excess amount to the Company. Without limiting the foregoing, all Awards shall be subject to reduction, cancellation, forfeiture or recoupment to the extent necessary to comply with Applicable Laws.

14.2 Remedies. In the case that the Participant has engaged in or engages in Detrimental Activity, the Company shall be entitled to obtain a preliminary and permanent injunction and any other appropriate equitable relief. Nothing contained in this Section 14.2 shall prohibit the Company from pursuing any remedies in addition to injunctive relief, including recovery of damages.

14.3 Repurchase Rights. Any grant, vesting and/or exercise of any Award under the Plan may contain restrictions on the transferability of Ordinary Shares acquired under the Plan (such as a right of first refusal or a prohibition on transfer) and such shares may be subject to call rights and drag-along rights of the Company and certain of its investors. The Company shall also have any repurchase rights set forth in any Award Agreement.

14.4 Unfunded Plan. The Plan shall be unfunded. Neither the Company, the Board nor the Managers shall be required to establish any special or separate fund or to segregate any assets to assure the performance of its obligations under the Plan.

14.5 Delivery. Upon exercise of a right granted under this Plan, the Company shall issue Ordinary Shares or pay any amounts due within a reasonable period of time thereafter. Subject to any statutory or regulatory obligations the Company may otherwise have, for purposes of this Plan, 30 days shall be considered a reasonable period of time.

14.6 No Fractional Shares. No fractional Ordinary Shares shall be issued or delivered pursuant to the Plan. The Board shall determine whether cash, additional Awards or other securities or property shall be issued or paid in lieu of fractional Ordinary Shares or whether any fractional shares should be rounded, forfeited or otherwise eliminated.

14.7 Other Provisions. The Award Agreements authorized under the Plan may contain such other provisions not inconsistent with this Plan, including, without limitation, restrictions upon the exercise of the Awards, as the Board may deem advisable.

14.8 Section 409A. The Plan is intended to comply with Section 409A of the Code to the extent subject thereto, and, accordingly, to the maximum extent permitted, the Plan shall be interpreted and administered to be in compliance therewith. Any payments described in the Plan that are due within the “short-term deferral period” as defined in Section 409A of the Code shall not be treated as deferred compensation unless Applicable Laws require otherwise. Notwithstanding anything to the contrary in the Plan, to the extent required to avoid accelerated taxation and tax penalties under Section 409A of the Code, amounts that would otherwise be payable and benefits that would otherwise be provided pursuant to the Plan during the six (6) month period immediately following the Participant’s termination of Continuous Service shall instead be paid on the first payroll date after the six-month anniversary of the Participant’s separation from service (or the Participant’s death, if earlier). Notwithstanding the foregoing, neither the Company nor the Board or Managers shall have any obligation to take any action to prevent the assessment of any additional tax or penalty on any Participant under Section 409A of the Code and neither the Company nor the Managers will have any liability to any Participant for such tax or penalty.

14.9 Dispositions. Prior to the IPO, no Option or Option Shares, Restricted Stock or Restricted Stock Unit may be sold, transferred, pledged, encumbered, or disposed of in any way by the Participant, except by will or the laws of descent and distribution, or pursuant to the Award Agreement or otherwise approved by the Board. For avoidance of doubt, any disposal without approval from the Board shall be regarded as void, and is not binding upon the Company or the Managers, and the Participant shall no longer enjoy the interests of such Option/Option Shares, Restricted Stock or Restricted Stock Unit to be disposed of.

14.10 Public Offering. After the IPO, subject to relevant restrictions under the Plan, the Award Agreements, and Applicable Laws (including without limitation of the lockup period) , the Participant is entitled to sell, transfer or otherwise dispose of the exercised Option Shares, vested Restricted Stock or settled Restricted Stock Unit. The specific procedures thereof will be otherwise determined by the Board by then.

14.11 Beneficiary Designation. Each Participant under the Plan may from time to time name any beneficiary or beneficiaries by whom any right under the Plan is to be exercised in case of such Participant’s death. Each designation will revoke all prior designations by the same Participant, shall be in a form reasonably prescribed by the Board and shall be effective only when filed by the Participant in writing with the Company during the Participant’s lifetime.

14.12 Priority Rights. The rights and interests in and to the Incentive Stock Options and underlying Ordinary Shares held by Participants shall be subject to the priority rights and other interests of investors in the Company as agreed under the Transaction Agreements.

14.13 Expenses. The costs of administering the Plan shall be paid by the Company.

14.14 Severability. If any of the provisions of the Plan or any Award Agreement is held to be invalid, illegal or unenforceable, whether in whole or in part, such provision shall be deemed modified to the extent, but only to the extent, of such invalidity, illegality or unenforceability and the remaining provisions shall not be affected thereby.

14.15 Plan Headings. The headings in the Plan are for purposes of convenience only and are not intended to define or limit the construction of the provisions hereof.

14.16 Non-Uniform Treatment. The Board and the Managers’ determinations under the Plan need not be uniform and may be made by it selectively among persons who are eligible to receive, or actually receive, Awards. Without limiting the generality of the foregoing, the Board and the Managers shall be entitled to make non-uniform and selective determinations, amendments and adjustments, and to enter into non-uniform and selective Award Agreements.

15. Termination or Suspension of the Plan. The Plan shall terminate automatically on January 1, 2029. No Award shall be granted pursuant to the Plan after such date, but Awards theretofore granted may extend beyond that date. The Board may suspend or terminate the Plan at any earlier date pursuant to Section 13.1 hereof. No Awards may be granted under the Plan while the Plan is suspended or after it is terminated.

16. Choice of Law. The law of the state of Delaware shall govern all questions concerning the construction, validity and interpretation of this Plan, without regard to such state’s conflict of law rules.

17. Effective Date. The Plan shall take effect retroactively from September 24, 2021.

As adopted by the Board of Directors of AnBio Therapeutics Ltd on [DATE].

As approved by the shareholders of AnBio Therapeutics Ltd on [DATE].

EX-99.2

Exhibit 99.2

Incentive Stock Option Agreement

This Incentive Stock Option Agreement (this “Agreement”) is made and entered into as of [__] by and between AnBio Therapeutics Ltd., an exempted company with limited liability organized and existing under the laws of Cayman Islands (the “Company”) and [__] (the “Participant”).


Option Shares Type	Number of Option Shares	Grant Date	Exercise Price per Share (USD)	Expiration Date
Performance Stock	[__]	[__]	[__]	[__]
Total	[__]

Upon the closing of the Share Subscription of Flip-up Shareholders (in Chinese LOGO LOGO pursuant to Section 2.10 of the Restructuring Agreement, the Exercise Price per Share and Number of Option Shares shall be adjusted as follows:


Option Shares Type	Number of Option Shares	Exercise Price per Share (USD)
Performance Stock	[__]	[__]
Total	[__]

1. Grant of Option.

1.1 Grant; Type of Option. The Company hereby grants to the Participant an option (the “Option”) to purchase the total number of Ordinary Shares of the Company equal to the number of Option Shares set forth above, at the Exercise Price set forth above. The Option is being granted pursuant to the terms of the Company’s AnBio Therapeutics Ltd 2021 Equity Incentive Plan (the “Plan”). The Option is intended to be an Incentive Stock Option within the meaning of Section 422 of the Internal Revenue Code, although the Company makes no representation or guarantee that the Option will qualify as an Incentive Stock Option. To the extent that the aggregate Fair Market Value (determined on the Grant Date) of the Ordinary Shares with respect to which Incentive Stock Options are exercisable for the first time by the Participant during any calendar year (under all plans of the Company and its Affiliates) exceeds $100,000, the Option or portion thereof which exceeds such limit (according to the order in which they were granted) shall be treated as Non-Qualified Stock Options.

1.2 Consideration; Subject to Plan. The grant of the Option is made in consideration of the services to be rendered by the Participant to the Company and is subject to the terms and conditions of the Plan. Capitalized terms used but not defined herein will have the meaning ascribed to them in the Plan.

2. Vesting and Exercisability.

2.1 Vesting and Exercisability of Option. The Option will become vested and exercisable over four years, with 25% of the Option vesting on the first anniversary of the Grant Date and 6.25% of the Option shares vesting on a quarterly basis thereafter, subject to the Participant’s Continuous Service through the applicable vesting date. The Participant shall exercise no fewer than 20% of Participant’s exercisable Option shares at one time.

2.2 Suspension and Extension of Vesting Schedule. If the Participant takes leave that exceeds the total number of days of annual paid leaves and statutory national holidays and (i) the total number of days of such leave reaches or exceeds 180 days for any consecutive 24 months, or (ii) the total number of days of such leave reaches or exceeds 90 days for any consecutive 12 months, the Company shall have the right to suspend and extend the vesting period for any unvested Option for a number of days equal to the total number of days of such leave minus the total number of days of annual paid leave and statutory public holidays.

2.3 Expiration. The Option will expire on the Expiration Date set forth above, or earlier as provided in this Agreement or the Plan.

3. Exercisability of Option Following Termination of Continuous Service.

3.1 Termination of Continuous Service other than for Cause, Death, Disability. In the event that a Participant’s Continuous Service terminates for reasons other than (i) for death or Disability or (ii) for Cause, and provided that no circumstance under Section 3.2 or Detrimental Activity occurred on the part of such Participant, unless approved by the Board:

(a)

all unvested Options shall immediately terminate and cease to be exercisable;

(b)

the Optionholder may exercise his or her Option (to the extent that the Optionholder was entitled to exercise such Option as of the date of termination) but only within such period of time ending on the earlier of (a) the date three months following the termination of the Optionholder’s Continuous Service or (b) Expiration Date. If, after termination, the Optionholder does not exercise his or her Option within the time specified herein, the Option shall terminate.

(1)

(2)

For the part of the Option that the Board has determined to pay in cash as an alternative, such Option shall be deemed as not exercised and immediately terminate.

(c)

Exercised Option Shares are subject to repurchase as determined by the Board at a price calculated based upon the conditions of such termination of Continuous Service.

(1)

(2)

3.2 Termination for Cause; Competitive Acts; Confidentiality; In the event that a Participant’s Continuous Service terminates for Cause, a Participant commits a Competitive Act, a Participant breaches confidentiality obligations under Section 14 of this Agreement:

(a)

all outstanding Options (whether or not vested) shall immediately terminate and cease to be exercisable;

(b)

Option Shares acquired by the Optionholder by exercise of the Option will be subject to mandatory repurchase at the Option Exercise Price; if the circumstance is severe, at the lower of (i) the Option Exercise Price or (ii) corresponding value of the net assets of the Company with respect to the Option. All the fees, costs and taxes arising from such repurchase shall be borne by the Optionholder.

3.3 Disability of Optionholder. In the event that such Optionholder’s Continuous Service terminates as a result of the Optionholder’s Disability, provided that no circumstance under Section 3.2 or Detrimental Activity occurred on the part of such Participant:

(a)

all unvested Options shall immediately terminate and cease to be exercisable;

(b)

the Optionholder (or the Optionholder’s legal guardian or custodian) may exercise his or her Option (to the extent that the Optionholder was entitled to exercise such Option as of the date of termination), but only within such period of time ending on the earlier of (a) the date three months following such termination or (b)Expiration Date. If, after termination, the Option is not exercised within the time specified herein, the Option shall terminate.

(c)

For the part of the Option that the Board has determined to pay in cash as an alternative, such Option shall be deemed as not exercised and immediately terminate.

Option Shares acquired by the Optionholder by exercise of the Option are subject to repurchase as determined by the Board at a price equal to the higher of (i) 50% of the Fair Market Value on the date when the Board sends the repurchase notice to the Optionholder; or (ii) the Option Exercise Price.

3.4 Death of Optionholder. In the event such Optionholder’s Continuous Service terminates as a result of the Optionholder’s death, provided that no circumstance under Section 3.2 or Detrimental Activity occurred on the part of such Participant:

(a)

all unvested Options shall immediately terminate and cease to be exercisable;

(b)

the Option may be exercised (to the extent the Optionholder was entitled to exercise such Option as of the date of death) by the Optionholder’s estate, by a person who acquired the right to exercise the Option by bequest or inheritance or by a person designated to exercise the Option upon the Optionholder’s death (“Successor”), but only within the period ending on the earlier of (a) the date three months following the date of death or (b)the Expiration Date. If, after the Optionholder’s death, the Option is not exercised within the time specified herein, the Option shall terminate.

For the part of the Option that the Board has determined to pay in cash as an alternative, such Option shall be deemed as not exercised and immediately terminate.

(c)

3.5 Notwithstanding anything to the contrary, the Board does not have the right to adopt the cash payment settlement or repurchase the Option Shares under Sections 6.8, 6.10 and 6.11 after the initial public offering (the “IPO”) of the Company. The disposal of the Option Shares under Section 3.1 to 3.4 are also subject to the Securities Act and other relevant Applicable Laws after the Company consummates the IPO.

4. Manner of Exercise.

4.1 Election to Exercise. Participant’s exercise is subject to Board approval. To exercise the Option, the Participant (or in the case of exercise after the Participant’s death or incapacity, the Participant’s executor, administrator, heir or legatee, as the case may be) must deliver to the Managers a written application to exercise specifying the number of Option shares to be exercised, which shall not be less than 20% of the Participant’s exercisable Option shares. The Managers will review the Participant’s application to exercise and make a recommendation to the Board. The Board will notify the Participant of whether such application has been approved, the number of Option shares to be exercised and the consideration for such exercise. If someone other than the Participant exercises the Option, then such person must submit documentation reasonably acceptable to the Company verifying that such person has the legal right to exercise the Option.

4.2 Payment of Exercise Price. The entire Exercise Price of the Option and any applicable taxes shall be payable in full within 30 days of receiving Manager’s approval of the Participant’s exercise request, to the extent permitted by applicable statutes and regulations, either:

(a)

in cash; or

(b)

in any other form of legal consideration acceptable to the Managers.

4.3 Withholding. Prior to the issuance of Option Shares upon the exercise of the Option, the Participant must make arrangements satisfactory to the Company to pay or provide for any applicable Cayman Islands, PRC or U.S. federal, state and local withholding obligations of the Company. The Participant may satisfy any federal, state or local tax withholding obligation relating to the exercise of the Option by any of the following means:

(a)

tendering a cash payment;

(b)

authorizing the Company to withhold Ordinary Shares from the Ordinary Shares otherwise issuable to the Participant as a result of the exercise of the Option; provided, however, that no Ordinary Shares are withheld with a value exceeding the amount of tax required to be withheld by law; or

(c)

delivering to the Company previously owned and unencumbered Ordinary Shares.

The Company has the right to withhold from any compensation paid to a Participant.

5. Public Offering. After the initial public offering (IPO), subject to relevant restrictions under the Plan, this Agreement, and Applicable Laws (including without limitation of the lockup period), the Participant is entitled to sell, transfer or otherwise dispose of the Option Shares. The specific procedures thereof will be otherwise determined by the Board by then.

6. Transferability of Option Shares; Certificates.

6.1 Pre-Public Offering. Prior to an initial public offering (IPO), no Option or Option Shares may be sold, transferred, pledged, encumbered, or disposed of in any way by the Participant, except by will or the laws of descent and distribution, or pursuant to this Agreement or otherwise approved by the Board.

6.2 “Market Stand-off” Agreement. The Participant hereby agrees that it will not, without the prior written consent of the managing underwriter, during the period commencing on the date of the final prospectus relating to the registration by the Company for its own behalf of its Ordinary Shares or any other equity securities under the Securities Act on a registration statement on Form S-1 or Form F-1 or Form S-3 or Form F-3, and ending on the date specified by the Company and the managing underwriter (such period not to exceed 180 days in the case of an IPO or 90 days in the case of any registration other than an IPO or such other period as may be requested by the Company or an underwriter to accommodate regulatory restrictions on (1) the publication or other distribution of research reports and (2) analyst recommendations and opinions, including, but not limited to, the restrictions contained in applicable FINRA rules, or any successor provisions or amendments thereto), (i) lend; offer; pledge; sell; contract to sell; sell any option or contract to purchase; purchase any option or contract to sell; grant any option, right, or warrant to purchase; or otherwise transfer or dispose of, directly or indirectly, any Ordinary Shares or any securities convertible into or exercisable or exchangeable (directly or indirectly) for Ordinary Shares held immediately before the effective date of the registration statement for such offering or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of such securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Ordinary Shares or other securities, in cash, or otherwise. The foregoing provisions of this Section 6.2 shall not apply to the sale of any shares

to an underwriter pursuant to an underwriting agreement or to the establishment of a trading plan pursuant to Rule 10b5-1, provided that such plan does not permit transfers during the restricted period, or the transfer of any shares to any trust for the direct or indirect benefit of the Holder or the immediate family of the Holder, provided that the trustee of the trust agrees to be bound in writing by the restrictions set forth herein, and provided further that any such transfer shall not involve a disposition for value, and shall be applicable to the Holders only if all officers and directors are subject to the same restrictions and the Company uses commercially reasonable efforts to obtain a similar agreement from all shareholders individually owning more than 5% of the Company’s issued and outstanding Ordinary Shares (after giving effect to conversion into Ordinary Shares of all outstanding Preferred Shares). The underwriters in connection with such registration are intended third-party beneficiaries of this Section 6.2 and shall have the right, power and authority to enforce the provisions hereof as though they were a party hereto. Each Holder further agrees to execute such agreements as may be reasonably requested by the underwriters in connection with such registration that are consistent with this Section 6.2 or that are necessary to give further effect thereto.

6.3 Issuance of Option Shares. Subject to Section 6.4, provided that the application to exercise and payment are in form and substance satisfactory to the Company, the Company shall issue the Option Shares registered in the name of the Participant, the Participant’s authorized assignee, or the Participant’s legal representative, and shall deliver certificates representing the Option Shares with the appropriate legends affixed thereto.

6.4 Issuance of Option Shares May Be Postponed. Notwithstanding any other provisions of this Agreement, the issuance or delivery of Option Shares, whether subject to restrictions or unrestricted, may be postponed for such period as may be required to comply with applicable requirements of any national securities exchange or any requirements under any law or regulation applicable to the issuance or delivery of the Option Shares, including without limitation PRC foreign exchange laws and regulations. The Company shall not be obligated to issue or deliver any Option Shares if the issuance or delivery thereof would constitute a violation of any provision of any law or any regulation of any governmental authority or national securities exchange.

7. No Right to Continued Employment; No Rights as Shareholder. Neither the Plan nor this Agreement shall confer upon the Participant any right to be retained in any position, as an Employee, Consultant or Director of the Company. Further, nothing in the Plan or this Agreement shall be construed to limit the discretion of the Company to terminate the Participant’s Continuous Service at any time, with or without Cause. The Participant shall not have any rights as a shareholder with respect to any Option Shares prior to the date of exercise of the Option.

8. Transferability of Option. The Option is not transferable by the Participant other than to a designated beneficiary upon the Participant’s death or by will or the laws of descent and distribution, and is exercisable during the Participant’s lifetime only by him or her. No assignment or transfer of the Option, or the rights represented thereby, whether voluntary or involuntary, by operation of law or otherwise (except to a designated beneficiary upon death by will or the laws of descent or distribution) will vest in the assignee or transferee any interest or right herein whatsoever, but immediately upon such assignment or transfer the Option will terminate and become of no further effect.

9. Adjustments. The Option Shares may be adjusted or terminated in any manner as contemplated by Section 10 of the Plan.

10. Tax Liability and Withholding. Notwithstanding any action the Company takes with respect to any or all income tax, social insurance, payroll tax, or other tax-related withholding (“Tax-Related Items”), the ultimate liability for all Tax-Related Items is and remains the Participant’s responsibility and the Company (a) makes no representation or undertakings regarding the treatment of any Tax-Related Items in connection with the grant, vesting, or exercise of the Option or the subsequent sale of any Option Shares; and (b) does not commit to structure the Option to reduce or eliminate the Participant’s liability for Tax-Related Items.

11. Qualification as an Incentive Stock Option. It is understood that the Option is intended to qualify as an incentive stock option as defined in Section 422 of the Code to the extent permitted under Applicable Law. Accordingly, the Participant understands that in order to obtain the benefits of an incentive stock option, no sale or other disposition may be made of Ordinary Shares for which incentive stock option treatment is desired within one year following the date of exercise of the Option or within two years from the Grant Date. The Participant understands and agrees that the Company shall not be liable or responsible for any additional tax liability the Participant incurs in the event that the Internal Revenue Service for any reason determines that the Option does not qualify as an incentive stock option within the meaning of the Code.

12. Confidentiality. Participant will, and will cause his or her family members and his or her assignees to, keep the Plan, this Agreement and the transactions contemplated hereunder confidential. Without the Company’s consent, the Participant shall not disclose to any person such information except for legally required disclosure. With respect to such legally required disclosure, the Participant shall notify the Company within a reasonable time before such disclosure and use his or her best efforts to keep the disclosed information confidential. The confidentiality obligations provided for in this Section 12 shall continue in full force after the Option has been exercised.

13. Forfeiture; Detrimental Activity. If the Participant has engaged in or engages in Detrimental Activity, the Participant will forfeit any gain realized on the vesting, exercise or settlement of the Option, and must repay the gain to the Company. If the Participant receives any amount in excess of what the Participant should receive under the terms of this Agreement for any reason (including, without limitation, by reason of a financial restatement, mistake in calculations or other administrative error), then the Participant shall be required to repay any such excess amount to the Company.

14. Compliance with Law. The exercise of the Option and the issuance and transfer of Option Shares shall be subject to compliance by the Company and the Participant with all applicable requirements of Cayman Islands and U.S. federal and state securities laws and with all applicable requirements of any stock exchange on which the Company’s Ordinary Shares may become listed. No Option Shares shall be issued pursuant to this Option unless and until any then applicable requirements of state or federal laws and regulatory agencies have been fully complied with to the satisfaction of the Company and its counsel. The Participant understands that the Company is under no obligation to register the Option Shares with the Securities and Exchange Commission, any state securities commission or any stock exchange to effect such compliance.

15. Notices. Any notice required to be delivered to the Company under this Agreement shall be in writing and addressed to the general counsel of the Company at the Company’s principal corporate offices. Any notice required to be delivered to the Participant under this Agreement shall be in writing and addressed to the Participant at the Participant’s address as shown in the records of the Company. Either party may designate another address in writing (or by such other method approved by the Company) from time to time.

16. Governing Law. This Agreement will be construed and interpreted in accordance with the laws of the state of Delaware without regard to conflict of law principles.

17. Interpretation. Any dispute regarding the interpretation of this Agreement shall be submitted by the Participant or the Company to the Board for review. The resolution of such dispute by the Board shall be final and binding on the Participant and the Company.

18. Options Subject to Plan. This Agreement is subject to the Plan as approved by the Company’s shareholders. The terms and provisions of the Plan as it may be amended from time to time are hereby incorporated herein by reference. In the event of a conflict between any term or provision contained herein and a term or provision of the Plan, the applicable terms and provisions of the Plan will govern and prevail.

19. Other Restrictions on Transferability. Notwithstanding anything in this Agreement to the contrary, and in accordance with Section 13.2 of the Plan, as a condition to the receipt of Option Shares, the Participant shall execute any required documentation setting forth certain restrictions on the transferability of the Option Shares, including a right of first refusal of the Company with respect to Option Shares, the right of the Company to re-purchase Option Shares after a Participant’s termination of Continuous Service, and drag-along rights of the Company and certain investors and such other terms as the Board or the Managers shall from time to time establish.

20. Successors and Assigns. The Company may assign any of its rights under this Agreement. This Agreement will be binding upon and inure to the benefit of the successors and assigns of the Company. Subject to the restrictions on transfer set forth herein, this Agreement will be binding upon the Participant and the Participant’s beneficiaries, executors, administrators and the person(s) to whom the Option may be transferred by will or the laws of descent or distribution.

21. Severability. The invalidity or unenforceability of any provision of the Plan or this Agreement shall not affect the validity or enforceability of any other provision of the Plan or this Agreement, and each provision of the Plan and this Agreement shall be severable and enforceable to the extent permitted by law.

22. Discretionary Nature of Plan. The Plan is discretionary and may be amended, cancelled or terminated by the Company at any time, in its discretion. The grant of the Option in this Agreement does not create any contractual right or other right to receive any Options or other Awards in the future. Future Awards, if any, will be at the sole discretion of the Company. Any amendment, modification, or termination of the Plan shall not constitute a change or impairment of the terms and conditions of the Participant’s employment with the Company.

23. Amendment. The Board have the right to amend, alter, suspend, discontinue or cancel the Option, prospectively or retroactively; provided, that, no such amendment shall adversely affect the Participant’s material rights under this Agreement without the Participant’s consent.

24. No Impact on Other Benefits. The value of the Participant’s Option is not part of his or her normal or expected compensation for purposes of calculating any severance, retirement, welfare, insurance or similar employee benefit.

25. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original but all of which together will constitute one and the same instrument. Counterpart signature pages to this Agreement transmitted by facsimile transmission, by electronic mail in portable document format (.pdf), or by any other electronic means intended to preserve the original graphic and pictorial appearance of a document, will have the same effect as physical delivery of the paper document bearing an original signature.

26. Acceptance. The Participant hereby acknowledges receipt of a copy of the Plan and this Agreement. The Participant has read and understands the terms and provisions thereof, and accepts the Option subject to all of the terms and conditions of the Plan and this Agreement. The Participant acknowledges that there may be adverse tax consequences upon exercise of the Option or disposition of the Option Shares and that the Participant should consult a tax advisor prior to such exercise or disposition.

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.


ANBIO THERAPEUTICS LTD.

By:
Name: Junyuan Wang
Title: Chief Executive Officer

[__]

Acknowledgment and Agreement of Spouse

The undersigned spouse of the Participant acknowledges that he or she has read this Agreement and agrees to be bound by its terms to the extent that the Participant has executed such document.

Name:

Declaration of Unmarried Status

The Participant hereby declares that he or she is not married as of the date hereof.

Name:

EX-99.3

Exhibit 99.3

Restricted Stock Unit Agreement

(New Hire Grant)

This Restricted Stock Unit Agreement (this “Agreement”) is made and entered into as of March 24, 2024 (the “Grant Date”) by and between AnHeart Therapeutics Ltd. (f/k/a AnBio Therapeutics Ltd.), an exempted company with limited liability organized and existing under the laws of the Cayman Islands (the “Company”), and ______________, (the “Participant”). This Agreement is being entered into pursuant to the AnBio Therapeutics Ltd 2021 Equity Incentive Plan (the “Plan”). Capitalized terms used in this Agreement but not defined herein will have the meaning ascribed to them in the Plan.

1. Grant of Restricted Stock Units. Pursuant to Section 7.2 of the Plan, the Company hereby issues to the Participant on the Grant Date an Award consisting of _______ Restricted Stock Units (such number of Restricted Stock Units, as may be adjusted, as described in this Agreement, the “Restricted Stock Units”). Each Restricted Stock Unit represents the right to receive one Ordinary Share, subject to the terms and conditions set forth in this Agreement and the Plan. The Restricted Stock Units shall be credited to a separate account maintained for the Participant on the books and records of the Company (the “Account”). All amounts credited to the Account shall continue for all purposes to be part of the general assets of the Company.

2. Consideration. The grant of the Restricted Stock Units is made in consideration of the services to be rendered by the Participant to the Company.

3. Vesting. Restricted Stock Units will become vested over four years, with 25% of the Restricted Stock Units vesting on the first anniversary of the Vesting Start Date (as defined below) and the remaining Restricted Stock Units thereafter vesting in equal monthly installments, subject to the Participant’s Continuous Service through the applicable vesting date. The applicable period during which restrictions apply shall be called the “Restricted Period.” For purposes of this Agreement, the “Vesting Start Date” means __________.

4. Restrictions. Subject to any exceptions set forth in this Agreement or the Plan, during the Restricted Period and until the later of (i) such time as the Restricted Stock Units are settled or (ii) the Ordinary Shares are publicly traded, the Restricted Stock Units or the rights relating thereto (including the Settled Shares) may not be assigned, alienated, pledged, attached, sold or otherwise transferred or encumbered by the Participant. Any attempt to assign, alienate, pledge, attach, sell or otherwise transfer or encumber the Restricted Stock Units or the rights relating thereto shall be wholly ineffective and, if any such attempt is made, the Restricted Stock Units will be forfeited by the Participant and all of the Participant’s rights to such units shall immediately terminate without any payment or consideration by the Company.

5. Rights as Shareholder. The Participant shall not have any rights of a shareholder with respect to the Ordinary Shares underlying the Restricted Stock Units unless and until the applicable Restricted Stock Units vest and are settled by the issuance of such Ordinary Shares. Upon and following the settlement of the Restricted Stock Units, the Participant shall be the record owner of the Ordinary Shares underlying the Restricted Stock Units unless and until such shares are sold or otherwise disposed of, and as record owner shall be entitled to all rights of a shareholder of the Company (including voting rights).

6. Settlement of Restricted Stock Units. Promptly upon the expiration of the applicable Restricted Period, and in any event within 60 days following the date the applicable Restricted Period ends, the Company shall (a) issue and deliver to the Participant, or his or her beneficiary, without charge, the number of Ordinary Shares equal to the number of vested Restricted Stock Units (such Ordinary Shares, the “Settled Shares”), and (b) enter the Participant’s name on the books of the Company as the shareholder of record with respect to the Ordinary Shares delivered to the Participant; provided, however, that the Board may, in its sole discretion, elect to (i) pay cash or part cash and part Ordinary Shares in lieu of delivering only Ordinary Shares in respect of the Restricted Stock Units or (ii) defer the delivery of Ordinary Shares (or cash or part cash and part Ordinary Shares, as the case may be) beyond the expiration of the Restricted Period if such delivery would result in a violation of applicable law until such time as is no longer the case. If a cash payment is made in lieu of delivering Ordinary Shares, the amount of such payment shall be equal to the Fair Market Value of the Ordinary Shares as of the date on which the applicable Restricted Period lapsed with respect to the Restricted Stock Units (the “Vesting Date Fair Market Value”), less an amount equal to any required tax withholdings.

7. Termination of Continuous Service.

7.1 Treatment of Unvested Restricted Stock Units Following Termination of Continuous Service. Notwithstanding any provision of this Agreement or the Plan to the contrary, if the Participant’s Continuous Service terminates for any reason at any time before the applicable Vesting Date, the Participant’s Restricted Stock Units shall be automatically forfeited upon such termination of employment or service and neither the Company nor any Affiliate shall have any further obligations to the Participant under this Agreement.

7.2 Treatment of Settled Shares Following Termination of Continuous Service.

(a)

Termination for Reasons Other Than Cause, Death, Disability.

(i) In the event of the termination of Participant’s Continuous Service by the Company or its subsidiary due to incompetence, in the discretion of the Company, and provided that no circumstance under Section 7.2(b) or Detrimental Activity occurred on the part of such Participant, Settled Shares are subject to repurchase by the Board, at the discretion of the Board, at a price equal to the higher of (i) 25% of the Vesting Date Fair Market Value or (ii) the amount actually paid by the Participant (including costs or tax) to obtain such Settled Shares.

(ii) In the event of (i) the Participant’s resignation, (ii) Participant’s failure to renew an employment contract or service agreement upon expiry, (iii) the involuntary termination of the Participant due to material changes to the Group Companies (e.g., Change in Control, merger, division), (iv) the Participant’s retirement after reaching statutory retirement age or retirement age provided by the Group Companies, or (v) a termination for any other reason, and provided that no circumstance under Section 7.2(b) or Detrimental Activity occurred on the part of such Participant, Settled Shares are subject to repurchase by the Board, at the discretion of the Board, at a price equal to the higher of (i) 50% of the Vesting Date Fair Market Value or (ii) the amount actually paid by the Participant (including costs or tax) to obtain such Settled Shares..

(b)

Termination for Cause; Competitive Acts; Confidentiality. In the event that Participant’s Continuous Service terminates for Cause, or Participant commits a Competitive Act or Participant breaches the confidentiality obligations under this Agreement, Settled Shares and cash paid by the Company in lieu of delivering only Ordinary Shares in respect of the Restricted Stock Units shall be forfeited by the Participant and all of the Participant’s rights to such units shall immediately terminate without any payment or consideration by the Company. The Participant will forfeit any gain realized on the vesting, exercise or settlement of the Restricted Stock Units, and must repay the gain to the Company.

(c)

Termination due to Disability. If the Participant’s Continuous Service terminates as a result of the Participant’s Disability, provided that no circumstance under Section 7.2(b) or Detrimental Activity occurred on the part of such Participant,Settled Shares are subject to repurchase by the Board, at the discretion of the Board, at a price equal to the higher of (i)50% of the Vesting Date Fair Market Value or (ii) the amount actually paid by the Participant (including costs or tax) to obtain such Settled Shares.

(d)

Termination due to Death. If the Participant’s Continuous Service terminates as a result of the Participant’s death, provided that no circumstance under Section7.2(b) or Detrimental Activity occurred on the part of such Participant, Settled Shares are subject to repurchase by the Board, at the discretion of the Board, at a price equal to the higher of (i) 50% of the Vesting Date Fair Market Value or (ii) the amount actually paid by the Participant (including costs or tax) to obtain such Settled Shares.

For avoidance of doubt, if the Board elects to (i) pay cash or part cash and part Ordinary Shares in lieu of delivering only Ordinary Shares in respect of the Restricted Stock Units, the payment by cash is not subject to the repurchase set forth in this Section 7.2 (a), (c) and (d).

Notwithstanding anything to the contrary, the Board does not have the right to repurchase the Settled Shares under this Section 7.2 (a), (c) and (d) after the initial public offering (the “IPO”) of the Company or a Change in Control (as defined in the Plan). The disposal of the Settled Shares under Section 7.2 is also subject to the Securities Act and other relevant Applicable Laws after the Company consummates the IPO.

8. No Rights to Continued Service. Neither the Plan nor this Agreement shall confer upon the Participant any right to be retained in any position, as an employee, consultant or director of the Company or any Affiliate. Further, nothing in the Plan or this Agreement shall be construed to limit the discretion of the Company or an Affiliate to terminate the Participant’s employment or service with the Company or an Affiliate at any time, with or without Cause.

9. Adjustments. In the event of any change to the outstanding Ordinary Shares or the capital structure of the Company (including, without limitation, a Change in Control), if required, the Restricted Stock Units shall be adjusted or terminated in any manner as contemplated by Sections 11 and 12 of the Plan.

10. Beneficiary Designation. The Participant may file with the Board a written designation of one or more persons as the beneficiary(ies) who shall be entitled to his or her rights under this Agreement and the Plan, if any, in case of his or her death, in accordance with Section 14.11 of the Plan.

11. Tax Liability and Withholding.

11.1 The Participant shall be responsible for the amount of any required withholding taxes in respect of the Restricted Stock Units, and the Company shall have the right to take such actions as the Managers deem necessary to satisfy all obligations for the payment of such withholding taxes in accordance with Section 10.5 of the Plan and this Section 11. The Participant may, at the Participant’s election, satisfy any federal, state or local tax withholding obligation in connection with the vesting or settlement of the Restricted Stock Units by any of the following means, or by a combination of such means of the Plan, (a) tendering a cash payment, (b) having the Company withhold Ordinary Shares from the Ordinary Shares otherwise issuable or deliverable to the Participant as a result of the vesting or settlement, as applicable, of the Restricted Stock Units (provided, however, that no Ordinary Shares shall be withheld with a value exceeding the maximum amount of tax required to be withheld by law), (c) delivering to the Company previously owned and unencumbered Ordinary Shares or (d) authorizing a broker-assisted sale (or “sell-to-cover”) upon the vesting or settlement of the Restricted Stock Units.

11.2 Notwithstanding any action the Company takes with respect to any or all income tax, social insurance, payroll tax, or other tax-related withholding (“Tax-Related Items”), the ultimate liability for all Tax-Related Items is and remains the Participant’s responsibility and the Company (a) makes no representation or undertakings regarding the treatment of any Tax-Related Items in connection with the grant, vesting or settlement of the Restricted Stock Units or the subsequent sale of any shares; and (b) does not commit to structure the Restricted Stock Units to reduce or eliminate the Participant’s liability for Tax-Related Items.

13. Compliance with Law. The issuance and transfer of Ordinary Shares shall be subject to compliance by the Company and the Participant with all applicable requirements of federal and state securities laws and with all applicable requirements of any stock exchange on which the Ordinary Shares may be listed. No Ordinary Shares shall be issued pursuant to Restricted Stock Units unless and until any then applicable requirements of state or federal laws and regulatory agencies have been fully complied with to the satisfaction of the Company and its counsel. The Participant understands that the Company is under no obligation to register the Ordinary Shares with the Securities and Exchange Commission, any state securities commission or any stock exchange to effect such compliance. Furthermore, the allotment and issuance of Ordinary Shares shall be subject to any necessary consent, registration and approval

under the relevant laws and regulations for the time being in the PRC, including but not limited to any registration required by the foreign exchange authority in the PRC. The Participant shall be responsible for obtaining any governmental or other official consent that may be required by any country or jurisdiction for or in connection with the grant of the Restricted Stock Unites and issuance of the Settled Shares.

14. Clawback; Forfeiture. If the Participant has engaged in or engages in Detrimental Activity, the Participant will forfeit any gain realized on the vesting, exercise or settlement of any Restricted Stock Units (including but not limited to the Settled Shares and cash), and must repay the gain to the Company. If the Participant receives any amount in excess of what the Participant should have received under the terms of the Restricted Stock Units for any reason (including, without limitation, by reason of a financial restatement, mistake in calculations or other administrative error), then the Participant shall be required to repay any such excess amount to the Company. Without limiting the foregoing, all Restricted Stock Units shall be subject to reduction, cancellation, forfeiture or recoupment to the extent necessary to comply with Applicable Laws.

16. Governing Law. This Agreement will be construed and interpreted in accordance with the laws of the state of Delaware without regard to conflict of law principles.

18. Participant Bound by Plan. This Agreement is subject to all terms and conditions of the Plan as approved by the Company’s shareholders. The terms and provisions of the Plan as it may be amended from time to time are hereby incorporated herein by reference. In the event of a conflict between any term or provision contained herein and a term or provision of the Plan, the applicable terms and provisions of the Plan will govern and prevail.

19. Successors and Assigns. The Company may assign any of its rights under this Agreement. This Agreement will be binding upon and inure to the benefit of the successors and assigns of the Company. Subject to the restrictions on transfer set forth herein, this Agreement will be binding upon the Participant and the Participant’s beneficiaries, executors, administrators and the person(s) to whom the Restricted Stock Units may be transferred by will or the laws of descent or distribution.

20. Severability. The invalidity or unenforceability of any provision of the Plan or this Agreement shall not affect the validity or enforceability of any other provision of the Plan or this Agreement, and each provision of the Plan and this Agreement shall be severable and enforceable to the extent permitted by law.

21. Discretionary Nature of Plan. The Plan is discretionary and may be amended, cancelled or terminated by the Company at any time, in its discretion. The grant of the Restricted Stock Units in this Agreement does not create any contractual right or other right to receive any Restricted Stock Units or other Awards in the future. Future Awards, if any, will be at the sole discretion of the Company. Any amendment, modification, or termination of the Plan shall not constitute a change or impairment of the terms and conditions of the Participant’s employment with the Company.

22. Amendment. The Board have the right to amend, alter, suspend, discontinue or cancel Restricted Stock Units, prospectively or retroactively; provided that no such amendment shall adversely affect the Participant’s material rights under this Agreement without the Participant’s consent.

23. Section 409A. This Agreement is intended to comply with Section 409A of the Code or an exemption thereunder and shall be construed and interpreted in a manner consistent with the requirements for avoiding additional taxes or penalties under Section 409A of the Code. Notwithstanding the foregoing, the Company makes no representations that the payments and benefits provided under this Agreement comply with Section 409A of the Code and in no event shall the Company be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by the Participant on account of non-compliance with Section 409A of the Code.

24. No Impact on Other Benefits. The value of the Participant’s Restricted Stock Units is not part of his or her normal or expected compensation for purposes of calculating any severance, retirement, welfare, insurance or similar employee benefit.

26. Acceptance. The Participant hereby acknowledges receipt of a copy of the Plan and this Agreement. The Participant has read and understands the terms and provisions thereof, and accepts Restricted Stock Units subject to all of the terms and conditions of the Plan and this Agreement. The Participant acknowledges that there may be adverse tax consequences upon the vesting or settlement of the Restricted Stock Units or disposition of the underlying shares and that the Participant should consult a tax advisor prior to such vesting, settlement or disposition.

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.


ANHEART THERAPEUTICS LTD.

By:
Name: Junyuan (Jerry) Wang Title: Chief Executive Officer

PARTICIPANT

By:
Name:

[Signature Page to Restricted Stock Unit Agreement]

Restricted Stock Unit Agreement

(Promotion Grant)

This Restricted Stock Unit Agreement (this “Agreement”) is made and entered into as of March 24, 2024 (the “Grant Date”) by and between AnHeart Therapeutics Ltd. (f/k/a AnBio Therapeutics Ltd.), an exempted company with limited liability organized and existing under the laws of the Cayman Islands (the “Company”), and ________________, (the “Participant”). This Agreement is being entered into pursuant to the AnBio Therapeutics Ltd 2021 Equity Incentive Plan (the “Plan”). Capitalized terms used in this Agreement but not defined herein will have the meaning ascribed to them in the Plan.

27. Grant of Restricted Stock Units. Pursuant to Section 7.2 of the Plan, the Company hereby issues to the Participant on the Grant Date an Award consisting of _______ Restricted Stock Units (such number of Restricted Stock Units, as may be adjusted, as described in this Agreement, the “Restricted Stock Units”). Each Restricted Stock Unit represents the right to receive one Ordinary Share, subject to the terms and conditions set forth in this Agreement and the Plan. The Restricted Stock Units shall be credited to a separate account maintained for the Participant on the books and records of the Company (the “Account”). All amounts credited to the Account shall continue for all purposes to be part of the general assets of the Company.

28. Consideration. The grant of the Restricted Stock Units is made in consideration of the services to be rendered by the Participant to the Company.

29. Vesting. Restricted Stock Units will become vested over four years, with 1/48^th of the Restricted Stock Units vesting on a monthly basis following the Grant Date, subject to the Participant’s Continuous Service through the applicable vesting date. The applicable period during which restrictions apply shall be called the “Restricted Period.”

30. Restrictions. Subject to any exceptions set forth in this Agreement or the Plan, during the Restricted Period and until the later of (i) such time as the Restricted Stock Units are settled or (ii) the Ordinary Shares are publicly traded, the Restricted Stock Units or the rights relating thereto (including the Settled Shares) may not be assigned, alienated, pledged, attached, sold or otherwise transferred or encumbered by the Participant. Any attempt to assign, alienate, pledge, attach, sell or otherwise transfer or encumber the Restricted Stock Units or the rights relating thereto shall be wholly ineffective and, if any such attempt is made, the Restricted Stock Units will be forfeited by the Participant and all of the Participant’s rights to such units shall immediately terminate without any payment or consideration by the Company.

31. Rights as Shareholder. The Participant shall not have any rights of a shareholder with respect to the Ordinary Shares underlying the Restricted Stock Units unless and until the applicable Restricted Stock Units vest and are settled by the issuance of such Ordinary Shares. Upon and following the settlement of the Restricted Stock Units, the Participant shall be the record owner of the Ordinary Shares underlying the Restricted Stock Units unless and until such shares are sold or otherwise disposed of, and as record owner shall be entitled to all rights of a shareholder of the Company (including voting rights).

32. Settlement of Restricted Stock Units. Promptly upon the expiration of the applicable Restricted Period, and in any event within 60 days following the date the applicable Restricted Period ends, the Company shall (a) issue and deliver to the Participant, or his or her beneficiary, without charge, the number of Ordinary Shares equal to the number of vested Restricted Stock Units (such Ordinary Shares, the “Settled Shares”), and (b) enter the Participant’s name on the books of the Company as the shareholder of record with respect to the Ordinary Shares delivered to the Participant; provided, however, that the Board may, in its sole discretion, elect to (i) pay cash or part cash and part Ordinary Shares in lieu of delivering only Ordinary Shares in respect of the Restricted Stock Units or (ii) defer the delivery of Ordinary Shares (or cash or part cash and part Ordinary Shares, as the case may be) beyond the expiration of the Restricted Period if such delivery would result in a violation of applicable law until such time as is no longer the case. If a cash payment is made in lieu of delivering Ordinary Shares, the amount of such payment shall be equal to the Fair Market Value of the Ordinary Shares as of the date on which the applicable Restricted Period lapsed with respect to the Restricted Stock Units (the “Vesting Date Fair Market Value”), less an amount equal to any required tax withholdings.

33. Termination of Continuous Service.

33.1 Treatment of Unvested Restricted Stock Units Following Termination of Continuous Service. Notwithstanding any provision of this Agreement or the Plan to the contrary, if the Participant’s Continuous Service terminates for any reason at any time before the applicable Vesting Date, the Participant’s Restricted Stock Units shall be automatically forfeited upon such termination of employment or service and neither the Company nor any Affiliate shall have any further obligations to the Participant under this Agreement.

33.2 Treatment of Settled Shares Following Termination of Continuous Service.

(a)

Termination for Reasons Other Than Cause, Death, Disability.

(b)

(c)

(d)

34. No Rights to Continued Service. Neither the Plan nor this Agreement shall confer upon the Participant any right to be retained in any position, as an employee, consultant or director of the Company or any Affiliate. Further, nothing in the Plan or this Agreement shall be construed to limit the discretion of the Company or an Affiliate to terminate the Participant’s employment or service with the Company or an Affiliate at any time, with or without Cause.

35. Adjustments. In the event of any change to the outstanding Ordinary Shares or the capital structure of the Company (including, without limitation, a Change in Control), if required, the Restricted Stock Units shall be adjusted or terminated in any manner as contemplated by Sections 11 and 12 of the Plan.

36. Beneficiary Designation. The Participant may file with the Board a written designation of one or more persons as the beneficiary(ies) who shall be entitled to his or her rights under this Agreement and the Plan, if any, in case of his or her death, in accordance with Section 14.11 of the Plan.

37. Tax Liability and Withholding.

37.1 The Participant shall be responsible for the amount of any required withholding taxes in respect of the Restricted Stock Units, and the Company shall have the right to take such actions as the Managers deem necessary to satisfy all obligations for the payment of such withholding taxes in accordance with Section 10.5 of the Plan and this Section 11. The Participant may, at the Participant’s election, satisfy any federal, state or local tax withholding obligation in connection with the vesting or settlement of the Restricted Stock Units by any of the following means, or by a combination of such means of the Plan, (a) tendering a cash payment, (b) having the Company withhold Ordinary Shares from the Ordinary Shares otherwise issuable or deliverable to the Participant as a result of the vesting or settlement, as applicable, of the Restricted Stock Units (provided, however, that no Ordinary Shares shall be withheld with a value exceeding the maximum amount of tax required to be withheld by law), (c) delivering to the Company previously owned and unencumbered Ordinary Shares or (d) authorizing a broker-assisted sale (or “sell-to-cover”) upon the vesting or settlement of the Restricted Stock Units.

37.2 Notwithstanding any action the Company takes with respect to any or all income tax, social insurance, payroll tax, or other tax-related withholding (“Tax-Related Items”), the ultimate liability for all Tax-Related Items is and remains the Participant’s responsibility and the Company (a) makes no representation or undertakings regarding the treatment of any Tax-Related Items in connection with the grant, vesting or settlement of the Restricted Stock Units or the subsequent sale of any shares; and (b) does not commit to structure the Restricted Stock Units to reduce or eliminate the Participant’s liability for Tax-Related Items.

38. Confidentiality. Participant will, and will cause his or her family members and his or her assignees to, keep the Plan, this Agreement and the transactions contemplated hereunder confidential. Without the Company’s consent, the Participant shall not disclose to any person such information except for legally required disclosure. With respect to such legally required disclosure, the Participant shall notify the Company within a reasonable time before such disclosure and use his or her best efforts to keep the disclosed information confidential. The confidentiality obligations provided for in this Section 12 shall continue in full force after the Restricted Stock Units has been exercised.

39. Compliance with Law. The issuance and transfer of Ordinary Shares shall be subject to compliance by the Company and the Participant with all applicable requirements of federal and state securities laws and with all applicable requirements of any stock exchange on which the Ordinary Shares may be listed. No Ordinary Shares shall be issued pursuant to Restricted Stock Units unless and until any then applicable requirements of state or federal laws and regulatory agencies have been fully complied with to the satisfaction of the Company and its counsel. The Participant understands that the Company is under no obligation to register the Ordinary Shares with the Securities and Exchange Commission, any state securities commission or any stock exchange to effect such compliance. Furthermore, the allotment and issuance of Ordinary Shares shall be subject to any necessary consent, registration and approval

40. Clawback; Forfeiture. If the Participant has engaged in or engages in Detrimental Activity, the Participant will forfeit any gain realized on the vesting, exercise or settlement of any Restricted Stock Units (including but not limited to the Settled Shares and cash), and must repay the gain to the Company. If the Participant receives any amount in excess of what the Participant should have received under the terms of the Restricted Stock Units for any reason (including, without limitation, by reason of a financial restatement, mistake in calculations or other administrative error), then the Participant shall be required to repay any such excess amount to the Company. Without limiting the foregoing, all Restricted Stock Units shall be subject to reduction, cancellation, forfeiture or recoupment to the extent necessary to comply with Applicable Laws.

41. Notices. Any notice required to be delivered to the Company under this Agreement shall be in writing and addressed to the general counsel of the Company at the Company’s principal corporate offices. Any notice required to be delivered to the Participant under this Agreement shall be in writing and addressed to the Participant at the Participant’s address as shown in the records of the Company. Either party may designate another address in writing (or by such other method approved by the Company) from time to time.

42. Governing Law. This Agreement will be construed and interpreted in accordance with the laws of the state of Delaware without regard to conflict of law principles.

43. Interpretation. Any dispute regarding the interpretation of this Agreement shall be submitted by the Participant or the Company to the Board for review. The resolution of such dispute by the Board shall be final and binding on the Participant and the Company.

44. Participant Bound by Plan. This Agreement is subject to all terms and conditions of the Plan as approved by the Company’s shareholders. The terms and provisions of the Plan as it may be amended from time to time are hereby incorporated herein by reference. In the event of a conflict between any term or provision contained herein and a term or provision of the Plan, the applicable terms and provisions of the Plan will govern and prevail.

45. Successors and Assigns. The Company may assign any of its rights under this Agreement. This Agreement will be binding upon and inure to the benefit of the successors and assigns of the Company. Subject to the restrictions on transfer set forth herein, this Agreement will be binding upon the Participant and the Participant’s beneficiaries, executors, administrators and the person(s) to whom the Restricted Stock Units may be transferred by will or the laws of descent or distribution.

46. Severability. The invalidity or unenforceability of any provision of the Plan or this Agreement shall not affect the validity or enforceability of any other provision of the Plan or this Agreement, and each provision of the Plan and this Agreement shall be severable and enforceable to the extent permitted by law.

47. Discretionary Nature of Plan. The Plan is discretionary and may be amended, cancelled or terminated by the Company at any time, in its discretion. The grant of the Restricted Stock Units in this Agreement does not create any contractual right or other right to receive any Restricted Stock Units or other Awards in the future. Future Awards, if any, will be at the sole discretion of the Company. Any amendment, modification, or termination of the Plan shall not constitute a change or impairment of the terms and conditions of the Participant’s employment with the Company.

48. Amendment. The Board have the right to amend, alter, suspend, discontinue or cancel Restricted Stock Units, prospectively or retroactively; provided that no such amendment shall adversely affect the Participant’s material rights under this Agreement without the Participant’s consent.

49. Section 409A. This Agreement is intended to comply with Section 409A of the Code or an exemption thereunder and shall be construed and interpreted in a manner consistent with the requirements for avoiding additional taxes or penalties under Section 409A of the Code. Notwithstanding the foregoing, the Company makes no representations that the payments and benefits provided under this Agreement comply with Section 409A of the Code and in no event shall the Company be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by the Participant on account of non-compliance with Section 409A of the Code.

50. No Impact on Other Benefits. The value of the Participant’s Restricted Stock Units is not part of his or her normal or expected compensation for purposes of calculating any severance, retirement, welfare, insurance or similar employee benefit.

51. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original but all of which together will constitute one and the same instrument. Counterpart signature pages to this Agreement transmitted by facsimile transmission, by electronic mail in portable document format (.pdf), or by any other electronic means intended to preserve the original graphic and pictorial appearance of a document, will have the same effect as physical delivery of the paper document bearing an original signature.

52. Acceptance. The Participant hereby acknowledges receipt of a copy of the Plan and this Agreement. The Participant has read and understands the terms and provisions thereof, and accepts Restricted Stock Units subject to all of the terms and conditions of the Plan and this Agreement. The Participant acknowledges that there may be adverse tax consequences upon the vesting or settlement of the Restricted Stock Units or disposition of the underlying shares and that the Participant should consult a tax advisor prior to such vesting, settlement or disposition.

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.


ANHEART THERAPEUTICS LTD.

By:
Name: Junyuan (Jerry) Wang Title: Chief Executive Officer

PARTICIPANT

By:
Name:

Restricted Stock Unit Agreement

(Special Grant)

This Restricted Stock Unit Agreement (this “Agreement”) is made and entered into as of March 24, 2024 (the “Grant Date”) by and between AnHeart Therapeutics Ltd. (f/k/a AnBio Therapeutics Ltd.), an exempted company with limited liability organized and existing under the laws of the Cayman Islands (the “Company”), and _______________, (the “Participant”). This Agreement is being entered into pursuant to the AnBio Therapeutics Ltd 2021 Equity Incentive Plan (the “Plan”). Capitalized terms used in this Agreement but not defined herein will have the meaning ascribed to them in the Plan.

53. Grant of Restricted Stock Units. Pursuant to Section 7.2 of the Plan, the Company hereby issues to the Participant on the Grant Date an Award consisting of _______ Restricted Stock Units (such number of Restricted Stock Units, as may be adjusted, as described in this Agreement, the “Restricted Stock Units”). Each Restricted Stock Unit represents the right to receive one Ordinary Share, subject to the terms and conditions set forth in this Agreement and the Plan. The Restricted Stock Units shall be credited to a separate account maintained for the Participant on the books and records of the Company (the “Account”). All amounts credited to the Account shall continue for all purposes to be part of the general assets of the Company.

54. Consideration. The grant of the Restricted Stock Units is made in consideration of the services to be rendered by the Participant to the Company.

55. Vesting. Restricted Stock Units will become vested upon the achievement of the following milestones: (1) 30% of the Restricted Stock Units will vest upon the first submission of a new drug application (“NDA”) for taletrectinib with the U.S. Food and Drug Administration (“U.S. FDA”) (the “Submission RSUs”) and (2) the remaining 70% of the Restricted Stock Units will vest upon the first NDA approval for taletrectinib by the U.S. FDA (the “Approval RSUs”), in each case (i) which must occur prior to the Expiration Date (as defined below) and (ii) subject to the Participant’s Continuous Service through the applicable vesting date, except as provided in Section 7. The applicable period during which restrictions apply shall be called the “Restricted Period.” For purposes of this Agreement, the “Expiration Date” means December 31, 2033.

56. Restrictions. Subject to any exceptions set forth in this Agreement or the Plan, during the Restricted Period and until the later of (i) such time as the Restricted Stock Units are settled or (ii) the Ordinary Shares are publicly traded, the Restricted Stock Units or the rights relating thereto (including the Settled Shares) may not be assigned, alienated, pledged, attached, sold or otherwise transferred or encumbered by the Participant. Any attempt to assign, alienate, pledge, attach, sell or otherwise transfer or encumber the Restricted Stock Units or the rights relating thereto shall be wholly ineffective and, if any such attempt is made, the Restricted Stock Units will be forfeited by the Participant and all of the Participant’s rights to such units shall immediately terminate without any payment or consideration by the Company.

57. Rights as Shareholder. The Participant shall not have any rights of a shareholder with respect to the Ordinary Shares underlying the Restricted Stock Units unless and until the applicable Restricted Stock Units vest and are settled by the issuance of such Ordinary Shares. Upon and following the settlement of the Restricted Stock Units, the Participant shall be the record owner of the Ordinary Shares underlying the Restricted Stock Units unless and until such shares are sold or otherwise disposed of, and as record owner shall be entitled to all rights of a shareholder of the Company (including voting rights).

58. Settlement of Restricted Stock Units. Promptly upon the expiration of the applicable Restricted Period, and in any event within 60 days following the date the applicable Restricted Period ends, the Company shall (a) issue and deliver to the Participant, or his or her beneficiary, without charge, the number of Ordinary Shares equal to the number of vested Restricted Stock Units (such Ordinary Shares, the “Settled Shares”), and (b) enter the Participant’s name on the books of the Company as the shareholder of record with respect to the Ordinary Shares delivered to the Participant; provided, however, that the Board may, in its sole discretion, elect to (i) pay cash or part cash and part Ordinary Shares in lieu of delivering only Ordinary Shares in respect of the Restricted Stock Units or (ii) defer the delivery of Ordinary Shares (or cash or part cash and part Ordinary Shares, as the case may be) beyond the expiration of the Restricted Period if such delivery would result in a violation of applicable law until such time as is no longer the case. If a cash payment is made in lieu of delivering Ordinary Shares, the amount of such payment shall be equal to the Fair Market Value of the Ordinary Shares as of the date on which the applicable Restricted Period lapsed with respect to the Restricted Stock Units (the “Vesting Date Fair Market Value”), less an amount equal to any required tax withholdings.

59. Termination of Continuous Service.

59.1 Treatment of Unvested Restricted Stock Units Following Termination of Continuous Service. Notwithstanding any provision of this Agreement or the Plan to the contrary, except as provided below in this Section 7.1, if the Participant’s Continuous Service terminates for any reason at any time before the applicable vesting date, the Participant’s Restricted Stock Units shall be automatically forfeited upon such termination of employment or service and neither the Company nor any Affiliate shall have any further obligations to the Participant under this Agreement. Notwithstanding anything to the contrary herein, in the event the Participant’s Continuous Service is terminated by the Company or its applicable Affiliate without Cause (as defined below), then (i) all of the Participant’s outstanding Submission RSUs (to the extent unvested) shall immediately become fully vested upon such termination of employment or service (and the Restricted Period applicable to all such Submission RSUs shall be deemed to expire as of the date of such termination date) and (ii) all of the Participant’s outstanding Approval RSUs (to the extent unvested) shall remain outstanding and eligible to vest upon the first NDA approval for taletrectinib by the U.S. FDA (provided that such approval occurs prior to the Expiration Date). For purposes of this Agreement, “Cause” has the meaning set forth in the Participant’s employment, severance or similar agreement or arrangement with the Company or any of its Affiliates (or if no such agreement or arrangement exists, as defined in the Plan).

59.2 Treatment of Settled Shares Following Termination of Continuous Service.

(a)

Termination for Reasons Other Than Cause, Death, Disability.

(b)

(c)

(d)

60. No Rights to Continued Service. Neither the Plan nor this Agreement shall confer upon the Participant any right to be retained in any position, as an employee, consultant or director of the Company or any Affiliate. Further, nothing in the Plan or this Agreement shall be construed to limit the discretion of the Company or an Affiliate to terminate the Participant’s employment or service with the Company or an Affiliate at any time, with or without Cause.

61. Adjustments. In the event of any change to the outstanding Ordinary Shares or the capital structure of the Company (including, without limitation, a Change in Control), if required, the Restricted Stock Units shall be adjusted or terminated in any manner as contemplated by Sections 11 and 12 of the Plan.

62. Beneficiary Designation. The Participant may file with the Board a written designation of one or more persons as the beneficiary(ies) who shall be entitled to his or her rights under this Agreement and the Plan, if any, in case of his or her death, in accordance with Section 14.11 of the Plan.

63. Tax Liability and Withholding.

63.1 The Participant shall be responsible for the amount of any required withholding taxes in respect of the Restricted Stock Units, and the Company shall have the right to take such actions as the Managers deem necessary to satisfy all obligations for the payment of such withholding taxes in accordance with Section 10.5 of the Plan and this Section 11. The Participant may, at the Participant’s election, satisfy any federal, state or local tax withholding obligation in connection with the vesting or settlement of the Restricted Stock Units by any of the following means, or by a combination of such means of the Plan, (a) tendering a cash payment, (b) having the Company withhold Ordinary Shares from the Ordinary Shares otherwise issuable or deliverable to the Participant as a result of the vesting or settlement, as applicable, of the Restricted Stock Units (provided, however, that no Ordinary Shares shall be withheld with a value exceeding the maximum amount of tax required to be withheld by law), (c) delivering to the Company previously owned and unencumbered Ordinary Shares or (d) authorizing a broker-assisted sale (or “sell-to-cover”) upon the vesting or settlement of the Restricted Stock Units.

63.2 Notwithstanding any action the Company takes with respect to any or all income tax, social insurance, payroll tax, or other tax-related withholding (“Tax-Related Items”), the ultimate liability for all Tax-Related Items is and remains the Participant’s responsibility and the Company (a) makes no representation or undertakings regarding the treatment of any Tax-Related Items in connection with the grant, vesting or settlement of the Restricted Stock Units or the subsequent sale of any shares; and (b) does not commit to structure the Restricted Stock Units to reduce or eliminate the Participant’s liability for Tax-Related Items.

64. Confidentiality. Participant will, and will cause his or her family members and his or her assignees to, keep the Plan, this Agreement and the transactions contemplated hereunder confidential. Without the Company’s consent, the Participant shall not disclose to any person such information except for legally required disclosure. With respect to such legally required disclosure, the Participant shall notify the Company within a reasonable time before such disclosure and use his or her best efforts to keep the disclosed information confidential. The confidentiality obligations provided for in this Section 12 shall continue in full force after the Restricted Stock Units has been exercised.

65. Compliance with Law. The issuance and transfer of Ordinary Shares shall be subject to compliance by the Company and the Participant with all applicable requirements of federal and state securities laws and with all applicable requirements of any stock exchange on which the Ordinary Shares may be listed. No Ordinary Shares shall be issued pursuant to Restricted Stock Units unless and until any then applicable requirements of state or federal laws and regulatory agencies have been fully complied with to the satisfaction of the Company and its counsel. The Participant understands that the Company is under no obligation to register the Ordinary Shares with the Securities and Exchange Commission, any state securities commission or any stock exchange to effect such compliance. Furthermore, the allotment and issuance of Ordinary Shares shall be subject to any necessary consent, registration and approval under the relevant laws and regulations for the time being in the PRC, including but not limited to any registration required by the foreign exchange authority in the PRC. The Participant shall be responsible for obtaining any governmental or other official consent that may be required by any country or jurisdiction for or in connection with the grant of the Restricted Stock Unites and issuance of the Settled Shares.

66. Clawback; Forfeiture. If the Participant has engaged in or engages in Detrimental Activity, the Participant will forfeit any gain realized on the vesting, exercise or settlement of any Restricted Stock Units (including but not limited to the Settled Shares and cash), and must repay the gain to the Company. If the Participant receives any amount in excess of what the Participant should have received under the terms of the Restricted Stock Units for any reason (including, without limitation, by reason of a financial restatement, mistake in calculations or other administrative error), then the Participant shall be required to repay any such excess amount to the Company. Without limiting the foregoing, all Restricted Stock Units shall be subject to reduction, cancellation, forfeiture or recoupment to the extent necessary to comply with Applicable Laws.

67. Notices. Any notice required to be delivered to the Company under this Agreement shall be in writing and addressed to the general counsel of the Company at the Company’s principal corporate offices. Any notice required to be delivered to the Participant under this Agreement shall be in writing and addressed to the Participant at the Participant’s address as shown in the records of the Company. Either party may designate another address in writing (or by such other method approved by the Company) from time to time.

68. Governing Law. This Agreement will be construed and interpreted in accordance with the laws of the state of Delaware without regard to conflict of law principles.

69. Interpretation. Any dispute regarding the interpretation of this Agreement shall be submitted by the Participant or the Company to the Board for review. The resolution of such dispute by the Board shall be final and binding on the Participant and the Company.

70. Participant Bound by Plan. This Agreement is subject to all terms and conditions of the Plan as approved by the Company’s shareholders. The terms and provisions of the Plan as it may be amended from time to time are hereby incorporated herein by reference. In the event of a conflict between any term or provision contained herein and a term or provision of the Plan, the applicable terms and provisions of the Plan will govern and prevail.

71. Successors and Assigns. The Company may assign any of its rights under this Agreement. This Agreement will be binding upon and inure to the benefit of the successors and assigns of the Company. Subject to the restrictions on transfer set forth herein, this Agreement will be binding upon the Participant and the Participant’s beneficiaries, executors, administrators and the person(s) to whom the Restricted Stock Units may be transferred by will or the laws of descent or distribution.

72. Severability. The invalidity or unenforceability of any provision of the Plan or this Agreement shall not affect the validity or enforceability of any other provision of the Plan or this Agreement, and each provision of the Plan and this Agreement shall be severable and enforceable to the extent permitted by law.

73. Discretionary Nature of Plan. The Plan is discretionary and may be amended, cancelled or terminated by the Company at any time, in its discretion. The grant of the Restricted Stock Units in this Agreement does not create any contractual right or other right to receive any Restricted Stock Units or other Awards in the future. Future Awards, if any, will be at the sole discretion of the Company. Any amendment, modification, or termination of the Plan shall not constitute a change or impairment of the terms and conditions of the Participant’s employment with the Company.

74. Amendment. The Board have the right to amend, alter, suspend, discontinue or cancel Restricted Stock Units, prospectively or retroactively; provided that no such amendment shall adversely affect the Participant’s material rights under this Agreement without the Participant’s consent.

75. Section 409A. This Agreement is intended to comply with Section 409A of the Code or an exemption thereunder and shall be construed and interpreted in a manner consistent with the requirements for avoiding additional taxes or penalties under Section 409A of the Code. Notwithstanding the foregoing, the Company makes no representations that the payments and benefits provided under this Agreement comply with Section 409A of the Code and in no event shall the Company be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by the Participant on account of non-compliance with Section 409A of the Code.

76. No Impact on Other Benefits. The value of the Participant’s Restricted Stock Units is not part of his or her normal or expected compensation for purposes of calculating any severance, retirement, welfare, insurance or similar employee benefit.

77. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original but all of which together will constitute one and the same instrument. Counterpart signature pages to this Agreement transmitted by facsimile transmission, by electronic mail in portable document format (.pdf), or by any other electronic means intended to preserve the original graphic and pictorial appearance of a document, will have the same effect as physical delivery of the paper document bearing an original signature.

78. Acceptance. The Participant hereby acknowledges receipt of a copy of the Plan and this Agreement. The Participant has read and understands the terms and provisions thereof, and accepts Restricted Stock Units subject to all of the terms and conditions of the Plan and this Agreement. The Participant acknowledges that there may be adverse tax consequences upon the vesting or settlement of the Restricted Stock Units or disposition of the underlying shares and that the Participant should consult a tax advisor prior to such vesting, settlement or disposition.

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.


ANHEART THERAPEUTICS LTD.

By:
Name: Junyuan (Jerry) Wang Title: Chief Executive Officer

PARTICIPANT

By:
Name:

EX-FILING FEES

Exhibit 107

Filing Fee Table

Form S-8

(Form Type)

NUVATION BIO INC.

(Exact Name of Registrant as Specified in its Charter)

Table 1: Newly Registered Securities



Security Type	Security Class Title	Fee Calculation Rule	Amount to be Registered ⁽¹⁾	Proposed Maximum Offering Price Per Share	Proposed Maximum Aggregate Offering Price	Fee Rate	Amount of Registration Fee

Equity	Class A common stock, par value $0.0001 per share, issuable upon exercise of options issued pursuant to the AnBio Therapeutics Ltd 2021 Equity Incentive Plan.	457(h)	13,742,239⁽²⁾	$0.90⁽⁴⁾	$12,368,015.10⁽⁴⁾	.0001476	$1,825.52

Equity	Class A Common Stock, par value $0.0001 per share, that may be issued upon settlement of restricted stock units issued pursuant to the AnBio Therapeutics Ltd 2021 Equity Incentive Plan.	457(c) and 457(h)	2,201,694⁽³⁾	$2.90⁽⁵⁾	$6,384,912.60⁽⁵⁾	.0001476	$942.42

Total Offering Amounts					$18,752,927.70	—	$2,767.94

Total Fees Previously Paid					—	—	—

Total Fee Offsets					—	—	—

Net Fee Due					—	—	$2,767.94

(1)

Pursuant to Rule 416(a) promulgated under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall also cover any additional shares of the Registrant’s Class A common stock (“Common Stock”) that become issuable under the AnBio Therapeutics Ltd 2021 Equity Incentive Plan (the “Plan”) set forth herein by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without receipt of consideration that increases the number of outstanding shares of the Registrant’s Common Stock.

(2)	Represents Common Stock reserved for future issuance pursuant to stock options under the Plan.

(3)	Represents restricted stock units issued pursuant to the Plan held by the persons described in the Registration Statement

(4)	Estimated in accordance with Rule 457(h) under the Securities Act, solely for the purpose of calculating the registration fee. The offering price per share and the aggregate offering price are based upon $0.90, which is the weighted-average exercise price for options outstanding under the Plan.

(5)

Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(c) and 457(h) promulgated under the Securities Act. The proposed maximum offering price per share and the proposed maximum aggregate offering price are calculated using the average of the high and low prices of the Registrant’s Common Stock as reported on the New York Stock Exchange on April 15, 2024, which date is within five business days prior to the filing of this Registration Statement.