Current Report Filing (8-k)
June 17 2021 - 4:32PM
Edgar (US Regulatory)
0001595097
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0001595097
2021-06-17
2021-06-17
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iso4217:USD
xbrli:shares
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of
The
Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): June 17, 2021
CORBUS
PHARMACEUTICALS HOLDINGS, INC.
(Exact
name of registrant as specified in its charter)
Delaware
|
|
001-37348
|
|
46-4348039
|
(State
or other jurisdiction
|
|
(Commission
|
|
(IRS
Employer
|
of
incorporation)
|
|
File
Number)
|
|
Identification
No.)
|
500
River Ridge Drive, Norwood, MA
|
|
02062
|
(Address
of principal executive offices)
|
|
(Zip
Code)
|
Registrant’s
telephone number, including area code: (617) 963-0100
Not
Applicable
(Former
name or former address, if changed since last report.)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions (see General Instruction A.2. below):
☐
|
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
|
|
|
☐
|
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
|
|
|
☐
|
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
|
|
|
☐
|
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
|
Securities
registered pursuant to Section 12(b) of the Act:
Title
of Each Class
|
|
Trading
Symbol
|
|
Name
of Each Exchange on Which Registered
|
Common
Stock, par value $0.0001 per share
|
|
CRBP
|
|
Nasdaq
Global Market
|
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1 933 (17 CFR §230.405)
or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging
growth company ☐
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 13(a) of the Exchange Act. ☐
Item
5.03 Amendments to the Articles of Incorporation or Bylaws; Change in Fiscal Year
As
described under Proposal 4 of Item 5.07 of this report, on June 17, 2021, the stockholders of Corbus Pharmaceuticals Holdings, Inc. (the
“Company”) voted at the Company’s Annual Meeting of Stockholders (the “Annual Meeting”) to approve an amendment
to the Company’s certificate of incorporation, as amended (the “Charter”), to increase the Company’s authorized
shares of common stock from 150,000,000 to 300,000,000 (the “Charter Amendment”). The Charter Amendment was filed with the
Secretary of State of Delaware on June 17, 2021.
The
foregoing summary of the Charter Amendment does not purport to be complete and is qualified in its entirety by reference to the Charter
Amendment, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated by reference in this Item 5.03.
The material terms of the Charter Amendment are detailed in the Company’s definitive proxy statement on Schedule 14A for the Annual
Meeting, which was filed with the Securities and Exchange Commission on April 6, 2021.
Item
5.07 Submission of Matters to a Vote of Security Holders.
On
June 17, 2021, the Company held its Annual Meeting. The matters voted on at the Annual Meeting were: (1) the election of directors, (2)
the ratification of the appointment of EisnerAmper LLP as the Company’s independent registered public accounting firm for the Company’s
fiscal year ending December 31, 2021, (3) the approval, on an advisory basis, of the executive compensation of the Company’s named
executive officers and (4) the approval of an amendment to the Charter to increase the Company’s authorized shares of common stock
from 150,000,000 to 300,000,000. The final voting results were as follows:
1.
The election of each of Dr. Yuval Cohen, Alan Holmer, Avery W. Catlin, Peter Salzmann, John Jenkins and Rachelle Jacques as directors
to hold office for a term of one year, until his or her successor is duly elected and qualified or he or she is otherwise unable to complete
his or her term.
The
votes were cast for this matter as follows:
Nominees
|
|
Votes
For
|
|
Votes
Withheld
|
|
Broker
Non-Votes
|
Yuval
Cohen, Ph.D.
|
|
39,869,008
|
|
1,712,610
|
|
32,703,757
|
Alan
Holmer
|
|
39,624,357
|
|
1,957,261
|
|
32,703,757
|
Avery
W. Catlin
|
|
39,743,363
|
|
1,838,255
|
|
32,703,757
|
Peter
Salzmann
|
|
37,798,785
|
|
3,782,833
|
|
32,703,757
|
John
Jenkins
|
|
37,319,599
|
|
4,262,019
|
|
32,703,757
|
Rachelle
Jacques
|
|
38,799,947
|
|
2,781,671
|
|
32,703,757
|
2.
The proposal to ratify the appointment of EisnerAmper LLP as the Company’s independent registered public accounting firm for the
Company’s fiscal year ending December 31, 2021 was approved based upon the following votes:
Votes
For
|
|
Votes
Against
|
|
Abstentions
|
72,865,397
|
|
662,723
|
|
757,255
|
3.
The votes were cast as follows with respect to the proposal to vote, on an advisory basis, on the compensation of the Company’s
named executive officers as described in the Company’s definitive proxy statement:
Votes
For
|
|
Votes
Against
|
|
Abstentions
|
|
Broker
Non-Votes
|
36,346,860
|
|
4,599,776
|
|
634,982
|
|
32,703,757
|
4.
The votes were cast as follows with respect to the proposal to approve an amendment to the Charter to increase the Company’s authorized
shares of common stock from 150,000,000 to 300,000,000:
Votes
For
|
|
Votes
Against
|
|
Abstentions
|
64,140,597
|
|
9,691,289
|
|
453,489
|
Item
9.01. Financial Statements and Exhibits.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
|
CORBUS
PHARMACEUTICALS HOLDINGS, INC.
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|
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Dated:
June 17, 2021
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By:
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/s/
Yuval Cohen
|
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Name:
|
Yuval
Cohen
|
|
Title:
|
Chief
Executive Officer
|
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