Current Report Filing (8-k)
February 28 2017 - 9:20AM
Edgar (US Regulatory)
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): February 28, 2017
CORBUS
PHARMACEUTICALS HOLDINGS, INC.
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(Exact
name of registrant as specified in its charter)
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Delaware
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001-37348
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46-4348039
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(State
or other jurisdiction
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(Commission
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(IRS
Employer
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of
incorporation)
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File
Number)
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Identification
No.)
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100
River Ridge Drive, Norwood, MA
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02062
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code:
(617) 963-0100
Not
Applicable
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(Former
name or former address, if changed since last report.)
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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):
[ ]
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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[ ]
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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[ ]
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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[ ]
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item
1.01. Entry Into a Material Definitive Agreement.
On
February 28, 2017, Corbus Pharmaceuticals Holdings, Inc. (the “Company”) entered into a Securities Purchase Agreement
(the “Purchase Agreement”) with institutional and accredited investors providing for the issuance and sale by the
Company of 3,887,815 shares of the Company’s common stock, par value $0.0001 per share (the “Shares”),
in a registered direct offering (the “Offering”). The Shares were offered at a price of $7.00 per Share. The closing
of the Offering is expected to occur on or about February 28, 2017, subject to the satisfaction of customary closing conditions.
The
Company estimates that the gross proceeds from the Offering will be $27.2 million and the net proceeds will be approximately
$27.1 million, after deducting offering expenses. The Company intends to use the net proceeds from the Offering towards
the continued clinical development of Resunab and for general corporate purposes, which may include increasing working capital
and funding capital expenditures.
The
Shares are being offered by the Company pursuant to a shelf registration statement on Form S-3 (File No. 333-207936), which was
declared effective by the Securities and Exchange Commission (the “SEC”) on November 19, 2015. The Shares may be offered
only by means of a prospectus, including a prospectus supplement, forming a part of the effective registration statement. A prospectus
supplement relating to the Offering will be filed with the SEC and will be available on the SEC’s website at http://www.sec.gov.
Attached
as Exhibit 5.1 to this Current Report is the opinion of Lowenstein Sandler LLP relating to the legality of the issuance and sale
of the Shares.
The
Purchase Agreement contains customary representations, warranties and covenants by the Company and the investors including representations
and warranties that the respective parties made to, and solely for the benefit of, the other parties thereto in the context of
all of the terms and conditions of that agreement and in the context of the specific relationship between the parties. The provisions
of the Purchase Agreement, including the representations and warranties contained therein, are not for the benefit of any party
other than the parties to the Purchase Agreement or as stated therein and is not intended as a document for investors and the
public to obtain factual information about the current state of affairs of the parties to those documents and agreements. Rather,
investors and the public should look to other disclosures contained in the Company’s filings with the SEC. The foregoing
summary of the Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the Purchase
Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report.
This
Current Report does not constitute an offer to sell the Shares or a solicitation of an offer to buy these Shares, nor shall there
be any sale of these Shares in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any such state or jurisdiction.
This
Current Report contains forward-looking statements that involve risks and uncertainties, such as statements related to the anticipated
closing of the Offering and the amount and use of net proceeds expected from the Offering. The risks and uncertainties involved
include the Company’s ability to satisfy certain conditions to closing on a timely basis or at all, as well as other risks
detailed from time to time in the Company’s SEC filings.
Item
7.01. Regulation FD Disclosure.
On
February 28, 2017, the Company issued a press release related to the Offering.
A
copy of the press releases is attached
hereto as Exhibits 99.1 to this Current Report and incorporated herein by reference. The information in this Current Report on
Form 8-K under Item 7.01, including the information contained in Exhibit 99.1 is being furnished to the Securities and Exchange
Commission, and shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of
1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and shall not be deemed
to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall
be expressly set forth by a specific reference in such filing.
Forward
Looking Statements
Statements
contained in this Current Report on Form 8-K regarding matters that are not historical facts are “forward-looking statements”
within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements may involve risk and uncertainties,
such as statements related to the anticipated closing of the Offering and the amount of proceeds expected from the Offering. The
risks and uncertainties involved include the Company’s ability to satisfy certain conditions to closing on a timely basis
or at all, as well as other risks detailed from time to time in the Company’s Securities and Exchange Commission filings,
including in its annual filing on Form 10-K filed with the SEC on March 28, 2016 and the final prospectus supplement to be filed
with the SEC.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits.
Exhibit
No.
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Description
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5.1
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Opinion
of Lowenstein Sandler LLP
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10.1
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Securities
Purchase Agreement dated February 28, 2017, between Corbus Pharmaceuticals Holdings, Inc. and certain investors
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23.1
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Consent
of Lowenstein Sandler LLP (included in Exhibit 5.1)
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99.1
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Press
Release, dated February 28, 2017
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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.
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CORBUS
PHARMACEUTICALS HOLDINGS, INC.
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Dated:
February 28, 2017
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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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EXHIBIT
INDEX
Exhibit
No.
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Description
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5.1
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Opinion
of Lowenstein Sandler LLP
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10.1
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Securities
Purchase Agreement, dated February 28, 2017 between Corbus Pharmaceuticals Holdings, Inc. and certain investors
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23.1
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Consent
of Lowenstein Sandler LLP (included in Exhibit 5.1)
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99.1
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Press
Release, dated February 28, 2017
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