SCHEDULE 13G

CUSIP Number(s):

670703107

1

Names of Reporting Persons

Deerfield Management Company, L.P.

2

Check the appropriate box if a member of a Group (see instructions)

(a)

(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

0.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

Checkbox not checked

11

Percent of class represented by amount in row (9)

0.0 %

12

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13G

CUSIP Number(s):

670703107

1

Names of Reporting Persons

Deerfield Mgmt IV, L.P.

2

Check the appropriate box if a member of a Group (see instructions)

(a)

(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

0.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

Checkbox not checked

11

Percent of class represented by amount in row (9)

0.0 %

12

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13G

CUSIP Number(s):

670703107

1

Names of Reporting Persons

Deerfield Private Design Fund IV, L.P.

2

Check the appropriate box if a member of a Group (see instructions)

(a)

(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

0.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

Checkbox not checked

11

Percent of class represented by amount in row (9)

0.0 %

12

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13G

CUSIP Number(s):

670703107

1

Names of Reporting Persons

Deerfield Mgmt HIF, L.P.

2

Check the appropriate box if a member of a Group (see instructions)

(a)

(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

0.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

Checkbox not checked

11

Percent of class represented by amount in row (9)

0.0 %

12

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13G

CUSIP Number(s):

670703107

1

Names of Reporting Persons

Deerfield Healthcare Innovations Fund, L.P.

2

Check the appropriate box if a member of a Group (see instructions)

(a)

(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

0.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

Checkbox not checked

11

Percent of class represented by amount in row (9)

0.0 %

12

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13G

CUSIP Number(s):

670703107

1

Names of Reporting Persons

Deerfield Mgmt, L.P.

2

Check the appropriate box if a member of a Group (see instructions)

(a)

(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

0.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

Checkbox not checked

11

Percent of class represented by amount in row (9)

0.0 %

12

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13G

CUSIP Number(s):

670703107

1

Names of Reporting Persons

Deerfield Partners, L.P.

2

Check the appropriate box if a member of a Group (see instructions)

(a)

(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

0.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

Checkbox not checked

11

Percent of class represented by amount in row (9)

0.0 %

12

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13G

CUSIP Number(s):

670703107

1

Names of Reporting Persons

James E. Flynn

2

Check the appropriate box if a member of a Group (see instructions)

(a)

(b)

3

Sec Use Only

4

Citizenship or Place of Organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

0.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

Checkbox not checked

11

Percent of class represented by amount in row (9)

0.0 %

12

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13G

Item 1.

(a)

Name of issuer:

Nuvalent, Inc.

(b)

Address of issuer's principal executive offices:

One Broadway, 14th Floor, Cambridge, Massachusetts 02142

Item 2.

(a)

Name of person filing:

James E. Flynn, Deerfield Management Company, L.P., Deerfield Mgmt IV, L.P., Deerfield Private Design Fund IV, L.P., Deerfield Mgmt HIF, L.P., Deerfield Healthcare Innovations Fund, L.P., Deerfield Mgmt, L.P. and Deerfield Partners, L.P.

(b)

Address or principal business office or, if none, residence:

James E. Flynn, Deerfield Management Company, L.P., Deerfield Mgmt IV, L.P., Deerfield Private Design Fund IV, L.P., Deerfield Mgmt HIF, L.P., Deerfield Healthcare Innovations Fund, L.P., Deerfield Mgmt, L.P. and Deerfield Partners, L.P. 345 Park Avenue South, 12th Floor, New York, NY 10010

(c)

Citizenship:

Deerfield Management Company, L.P., Deerfield Mgmt IV, L.P., Deerfield Private Design Fund IV, L.P., Deerfield Mgmt HIF, L.P and Deerfield Healthcare Innovations Fund, L.P., Deerfield Mgmt, L.P. and Deerfield Partners, L.P. - Delaware limited partnerships; James E. Flynn - United States citizen

(d)

Title of class of securities:

Class A common stock, $0.0001 par value per share

(e)

CUSIP No.:

670703107

Item 3.

If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

(a)

Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);

(b)

Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);

(c)

Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);

(d)

Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);

(e)

An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);

(f)

An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);

(g)

A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);

(h)

A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

(i)

A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

(j)

A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:

(k)

Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).

Item 4.

Ownership

(a)

Amount beneficially owned:

Deerfield Management Company, L.P. - 0 shares Deerfield Mgmt IV, L.P. - 0 shares Deerfield Mgmt HIF, L.P. - 0 shares Deerfield Mgmt, L.P. - 0 shares Deerfield Healthcare Innovations Fund, L.P. - 0 shares Deerfield Private Design Fund IV, L.P. - 0 shares Deerfield Partners, L.P. - 0 shares James E. Flynn - 0 shares

(b)

Percent of class:

Deerfield Management Company, L.P. - 0.0% Deerfield Mgmt IV, L.P. - 0.0% Deerfield Mgmt HIF, L.P. - 0.0% Deerfield Mgmt, L.P. - 0.0% Deerfield Healthcare Innovations Fund, L.P. - 0.0% Deerfield Private Design Fund IV, L.P. - 0.0% Deerfield Partners, L.P. - 0.0% James E. Flynn - 0.0%

(c)

Number of shares as to which the person has:

(i) Sole power to vote or to direct the vote:

All Reporting Persons - 0

(ii) Shared power to vote or to direct the vote:

Deerfield Management Company, L.P. - 0 Deerfield Mgmt IV, L.P. - 0 Deerfield Private Design Fund IV, L.P. - 0 Deerfield Mgmt HIF, L.P. - 0 Deerfield Healthcare Innovations Fund, L.P. - 0 Deerfield Mgmt, L.P. - 0 shares Deerfield Partners, L.P. - 0 shares James E. Flynn - 0

(iii) Sole power to dispose or to direct the disposition of:

All Reporting Persons - 0

(iv) Shared power to dispose or to direct the disposition of:

Deerfield Management Company, L.P. - 0 Deerfield Mgmt IV, L.P. - 0 Deerfield Private Design Fund IV, L.P. - 0 Deerfield Mgmt HIF, L.P. - 0 Deerfield Healthcare Innovations Fund, L.P. - 0 Deerfield Mgmt, L.P. - 0 shares Deerfield Partners, L.P. - 0 shares James E. Flynn - 0

Item 5.

Ownership of 5 Percent or Less of a Class.

Ownership of 5 percent or less of a class

Item 6.

Ownership of more than 5 Percent on Behalf of Another Person.

Not Applicable

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.

Not Applicable

Item 8.

Identification and Classification of Members of the Group.

If a group has filed this schedule pursuant to §240.13d-1(b)(1)(ii)(J), so indicate under Item 3(j) and attach an exhibit stating the identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to §240.13d-1(c) or §240.13d-1(d), attach an exhibit stating the identity of each member of the group.

See Exhibit B

Item 9.

Notice of Dissolution of Group.

Not Applicable

Item 10.

Certifications:

Not Applicable

SIGNATURE

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

Deerfield Management Company, L.P.

Signature:	/s/ Jonathan Isler
Name/Title:	Jonathan Isler, Attorney-In-Fact
Date:	07/17/2026

Deerfield Mgmt IV, L.P.

Signature:	/s/ Jonathan Isler
Name/Title:	Jonathan Isler, Attorney-In-Fact
Date:	07/17/2026

Deerfield Private Design Fund IV, L.P.

Signature:	/s/ Jonathan Isler
Name/Title:	Jonathan Isler, Attorney-In-Fact
Date:	07/17/2026

Deerfield Mgmt HIF, L.P.

Signature:	/s/ Jonathan Isler
Name/Title:	Jonathan Isler, Attorney-In-Fact
Date:	07/17/2026

Deerfield Healthcare Innovations Fund, L.P.

Signature:	/s/ Jonathan Isler
Name/Title:	Jonathan Isler, Attorney-In-Fact
Date:	07/17/2026

Deerfield Mgmt, L.P.

Signature:	/s/ Jonathan Isler
Name/Title:	Jonathan Isler, Attorney-In-Fact
Date:	07/17/2026

Deerfield Partners, L.P.

Signature:	/s/ Jonathan Isler
Name/Title:	Jonathan Isler, Attorney-In-Fact
Date:	07/17/2026

James E. Flynn

Signature:	/s/ Jonathan Isler
Name/Title:	Jonathan Isler, Attorney-In-Fact
Date:	07/17/2026

Exhibit Information

Exhibit List Exhibit A. Joint Filing Agreement. Exhibit B. Item 8 Statement. Exhibit C. Power of Attorney (1). (1) Power of Attorney previously filed as Exhibit 24 to a Form 3 with regard to BiomX Inc. filed with the Securities and Exchange Commission on March 19, 2024 by Deerfield Private Design Fund V, L.P., Deerfield Healthcare Innovations Fund II, L.P., Deerfield Mgmt V, L.P., Deerfield Mgmt HIF II, L.P., Deerfield Management Company, L.P. and James E. Flynn.