Amended Current Report Filing (8-k/a)
September 22 2021 - 7:53AM
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2021-08-16
2021-08-16
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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K/A
CURRENT
REPORT
Pursuant
to Section 13 or 15(d)
of
The Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): August 16, 2021
CORBUS
PHARMACEUTICALS HOLDINGS, INC.
(Exact
name of registrant as specified in its charter)
Delaware
|
|
001-37348
|
|
46-4348039
|
(State
or other jurisdiction
of
incorporation)
|
|
(Commission
File
Number)
|
|
(IRS
Employer
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)
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|
|
☐
|
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))
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Title
of each class
|
|
Trading
Symbol(s)
|
|
Name
of each exchange on which registered
|
Common
Stock
|
|
CRBP
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|
The
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 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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. ☐
Explanatory
Note
On
August 18, 2021, Corbus Pharmaceuticals Holdings, Inc. (the “Company”) filed a Current Report on Form 8-K (the “Original
Form 8-K”) to report Barbara White’s resignation as Chief Medical Officer. The Company is filing this amendment to the Original
Form 8-K to disclose the terms of the Separation and General Release Agreement and the Consulting Agreement, each agreement by and between
Dr. White and the Company. No other modifications have been made to the Original Form 8-K.
Item
5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
On
September 17, 2021, Dr. White and the Company entered into a Separation and General Release Agreement (the “Separation Agreement”)
related to Dr. White’s resignation as Chief Medical Officer from the Company.
Pursuant
to the terms of the Separation Agreement, Dr. White and the Company agreed, among other things, that Dr. White’s last day of employment
with the Company was September 17, 2021 (the “Separation Date”) and that: (i) the Company will pay Dr. White an aggregate
amount of $454,400 for the twelve month period following the effective date of the Separation Agreement; (ii) provided that Dr. White
completes and timely files all necessary COBRA election documentation, the Company will reimburse Dr. White for her COBRA premiums for
12 months after the effective date of the Separation Agreement; and (iii) the Company will grant Dr. White an extension of the period
of time that Dr. White may exercise any vested stock options as of the Separation Date, until June 17, 2023. The Separation Agreement
further provides for general release, cooperation and non-disclosure provisions in favor of the Company. All benefits described above
are subject to required tax withholding.
The
foregoing description of the Separation Agreement does not purport to be complete and is qualified in its entirety by reference to the
full text of such agreement, a copy of which is attached hereto as Exhibit 10.1, and is incorporated herein by reference.
Item
9.01 Financial Statements and Exhibits.
SIGNATURE
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.
|
|
|
|
Date:
September 22, 2021
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By:
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/s/
Yuval Cohen
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|
Name:
|
Yuval
Cohen, Ph.D.
|
|
Title:
|
Chief
Executive Officer
|
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