Post-effective Amendment to Registration Statement (pos Am)
September 08 2016 - 4:29PM
Edgar (US Regulatory)
As
filed with the U.S. Securities and Exchange Commission on September 8, 2016
Registration
No. 333-198563
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
Post-Effective
Amendment
No. 2
to
Form
S-1
REGISTRATION
STATEMENT UNDER
THE
SECURITIES ACT OF 1933
Corbus
Pharmaceuticals Holdings, Inc.
(Exact
Name of Registrant as Specified in its Charter)
Delaware
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2834
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46-4348039
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(State
or other jurisdiction of
incorporation or organization)
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(Primary
Standard Industrial
Classification Code Number)
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(I.R.S.
Employer
Identification No.)
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100
River Ridge Drive
Norwood,
MA 02062
Telephone:
617-963-0100
(Address,
including zip code, and telephone number,
including
area code, of principal executive offices)
Yuval
Cohen
Chief
Executive Officer
Corbus
Pharmaceuticals Holdings, Inc.
100
River Ridge Drive
Norwood,
MA 02062
Telephone:
(Address,
including zip code, and telephone number,
including
area code, of agent for service)
Copies
to:
Michael
J. Lerner, Esq.
Steven
M. Skolnick, Esq.
Lowenstein
Sandler LLP
1251
Avenue of the Americas
New
York, New York 10020
Telephone:
(212) 262-6700
Approximate
date of proposed sale to public: As soon as practicable on or after the effective date of this registration statement If any of
the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933 check the following box. [X]
If
this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please
check the following box and list the Securities Act registration statement number of the earlier effective registration statement
for the same offering. [ ]
If
this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list
the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ]
If
this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list
the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ]
Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller
reporting company. See definitions of “large accelerated filer,” “accelerated filer,” and smaller reporting
company’ in Rule 12b-2 of the Exchange Act. (Check one):
Large
accelerated filer [ ]
|
Accelerated
filer [ ]
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Non-accelerated
filer [ ]
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Smaller
reporting company [X]
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(Do
not check if a smaller reporting company)
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DEREGISTRATION
OF SECURITIES
On
September 3, 2014, Corbus Pharmaceuticals Holdings, Inc., a Delaware corporation (the “
Company
”), filed
a registration statement with the Securities and Exchange Commission (the “
SEC
”) on Form S-1 (Registration
No. 333-198563) (the “
Registration Statement
”), which was amended by Pre-Effective Amendment No. 1
to Form S-1 filed with the SEC on September 30, 2014 and Pre-Effective Amendment No. 2 to Form S-1 filed with the SEC on October
2, 2014, for the purpose of registering for resale 20,206,636 shares (the “
Shares
”) of the Company’s common stock, par value $0.0001 per share (the “
Common Stock
”), by certain of the Company’s
selling stockholders (the “
Selling Stockholders
”). The Registration Statement was declared effective
by the SEC on October 3, 2014, and was amended by Post-Effective Amendment No. 1, filed on March 31, 2015 and declared effective
on April 6, 2015. This Post-Effective Amendment No. 2 to Form S-1 is being filed to deregister, as of the effective date of this
Post-Effective Amendment No. 2, any shares of Common Stock under the Registration Statement that have not been sold pursuant to
the Registration Statement and to terminate the effectiveness of the Registration Statement. In connection with a private offering
of Company securities by the Company pursuant to Regulation D of the Securities Act of 1933, as amended (the “
Securities
Act
”), and Rule 506 promulgated thereunder, the Company entered into a registration rights agreement (the “
Registration
Rights
Agreement
”) with each of the Selling Stockholders, which required the Company to maintain
the effectiveness of the Registration Statement for a period of one year or for such shorter period ending on the earlier to occur
of (i) the date as of which all of the Selling Stockholders may sell all of the shares of Common Stock registered for resale on
the Registration Statement without restriction pursuant to Rule 144 (or any successor rule thereto) promulgated under the Securities
Act or (ii) the date when all of the shares of Common Stock registered on the Registration Statement shall have been sold. Accordingly,
the Company is no longer required to maintain the effectiveness of the Registration Statement by the Registration Rights Agreement.
ITEM
16.
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EXHIBITS
AND FINANCIAL STATEMENT SCHEDULES
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24.1
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Power
of Attorney (included on the signature page of this Registration Statement)
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SIGNATURES
Pursuant
to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf
by the undersigned, thereunto duly authorized, in the City of Norwood, Commonwealth of Massachusetts on September 8, 2016.
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CORBUS PHARMACEUTICALS HOLDINGS, INC.
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By:
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/s/
Yuval Cohen
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Name:
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Yuval
Cohen
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Title:
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Chief
Executive Officer
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By:
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/s/
Sean Moran
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Name:
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Sean
Moran
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Title:
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Chief
Financial Officer
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Pursuant
to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed below by the following
persons in the capacities and on the dates indicated.
Person
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Capacity
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Date
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/s/
Yuval Cohen
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Chief
Executive Officer and Director
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Yuval
Cohen
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(Principal
Executive Officer)
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September
8, 2016
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/s/
Sean Moran
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Chief
Financial Officer
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Sean
Moran
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(Principal
Financial and Accounting Officer)
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September
8, 2016
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/s/
*
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Alan
Holmer
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Director
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September
8, 2016
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/s/
*
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David
Hochman
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Director
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September
8, 2016
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/s/
*
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Renu
Gupta
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Director
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September
8, 2016
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/s/
*
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Avery
W. Catlin
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Director
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September
8, 2016
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*
By:
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/s/
Yuval Cohen
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September
8, 2016
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Yuval
Cohen
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Attorney-in-fact
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