Check the appropriate box to designate
the rule pursuant to which this Schedule is filed:
*The remainder of this cover page shall
be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any
subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder
of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of
1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions
of the Act (however, see the Notes).
SCHEDULE 13G
(Amendment No. 1)
CUS
IP NO.
21833P103
1
|
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Adam K. Stern
|
2
|
CHECK THE APPROPRIATE BOX IF MEMBER OF A GROUP
(a)
¨
(b)
x
*
|
3
|
SEC USE ONLY
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
USA
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
1,127,250
|
6
|
SHARED VOTING POWER
1,300,000
|
7
|
SOLE DISPOSITIVE POWER
1,127,250
|
8
|
SHARED DISPOSITIVE POWER
1,300,000
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,427,250**
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
4.9%***
|
12
|
TYPE OF REPORTING PERSON
IN
|
* The reporting person expressly disclaims
(i) the existence of any group and (ii) beneficial ownership with respect to any shares other than the shares owned of record by
such reporting person and as set forth below.
** This amount consists of: (i) 45,000
shares of the Company’s common stock, $.0001 par value per share (the “Common Stock”) held by Mr. Stern, (ii)
500 shares of Common Stock held by Mr. Stern’s spouse and children, (iii) 2,000 shares of Common Stock underlying long call
options, (iv) 150,000 shares of Common Stock held by the AKS Family Foundation (“AKS”), (v) 1,150,000 shares of Common
Stock held by A.K.S. Family Partners, L.P. (“AKSLP”) and (vi) warrants to purchase 1,079,750 shares of Common Stock
held by Mr. Stern. Mr. Stern has voting and investment control of the securities held by AKS and AKSLP. Mr. Stern disclaims beneficial
ownership of the securities held by AKS and AKSLP except as relates to his pecuniary interest in such securities.
*** Based on 44,437,673 shares of Common
Stock outstanding as of November 7, 2016, as reported in the Company’s Quarterly Report on Form 10-Q, plus an additional
3,887,815 shares of Common Stock issued by the Company as reported in a press release dated February 28, 2017.
SCHEDULE 13G
(Amendment No. 1)
CUS
IP NO.
21833P103
1
|
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
A.K.S. Family Partners, L.P.
|
2
|
CHECK THE APPROPRIATE BOX IF MEMBER OF A GROUP
(a)
¨
(b)
x
*
|
3
|
SEC USE ONLY
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Nevada
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
0
|
6
|
SHARED VOTING POWER
1,150,000
|
7
|
SOLE DISPOSITIVE POWER
0
|
8
|
SHARED DISPOSITIVE POWER
1,150,000
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,150,000
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
2.4%**
|
12
|
TYPE OF REPORTING PERSON
OO
|
* The reporting person expressly disclaims
(i) the existence of any group and (ii) beneficial ownership with respect to any shares other than the shares owned of record by
such reporting person.
** Based on 44,437,673 shares of Common
Stock outstanding as of November 7, 2016, as reported in the Company’s Quarterly Report on Form 10-Q, plus an additional
3,887,815 shares of Common Stock issued by the Company as reported in a press release dated February 28, 2017.
SCHEDULE 13G
(Amendment No. 1)
CUS
IP NO.
21833P103
1
|
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
AKS Family Foundation
|
2
|
CHECK THE APPROPRIATE BOX IF MEMBER OF A GROUP
(a)
¨
(b)
x
*
|
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
|
6
|
SHARED VOTING POWER
150,000
|
7
|
SOLE DISPOSITIVE POWER
0
|
8
|
SHARED DISPOSITIVE POWER
150,000
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
150,000
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.3%**
|
12
|
TYPE OF REPORTING PERSON
CO
|
* The reporting person expressly disclaims
(i) the existence of any group and (ii) beneficial ownership with respect to any shares other than the shares owned of record by
such reporting person.
** Based on 44,437,673 shares of Common
Stock outstanding as of November 7, 2016, as reported in the Company’s Quarterly Report on Form 10-Q, plus an additional
3,887,815 shares of Common Stock issued by the Company as reported in a press release dated February 28, 2017.
SCHEDULE 13G
(Amendment No. 1)
|
Item 1(a).
|
Name of Issuer:
|
Corbus Pharmaceuticals Holdings, Inc. (the
“Company”).
|
Item 1(b).
|
Address of Issuer’s Principal Executive Offices:
|
100 River Ridge Drive, Norwood,
Massachusetts 02062.
|
Item 2(a) and (b).
|
Name of Person Filing and Address of Principal Business or Office or, if none, Residence:
|
Adam K. Stern
A.K.S Family Partners, L.P.
AKS Family Foundation
810 Seventh Avenue, 18
th
Floor
New York, NY 10019
Adam Stern is a citizen of the United
States.
A.K.S Family Partners, L.P. was
organized under the laws of the State of
Nevada.
AKS Family Foundation was organized under
the laws of the State of
Delaware.
|
Item 2(d).
|
Title of Class of Securities:
|
Common Stock
21833P103
|
Item 3.
|
If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:
|
(a)
|
¨
|
Broker or Dealer registered under Section 15 of the Act.
|
(b)
|
¨
|
Bank as defined in Section 3(a)(6) of the Act.
|
(c)
|
¨
|
Insurance Company as defined in Section 3(a)(19) of the Act.
|
(d)
|
¨
|
Investment company registered under Section 8 of the Investment Company Act of 1940.
|
(e)
|
¨
|
An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
|
(f)
|
¨
|
An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);
|
(g)
|
¨
|
A parent holding company or control person in accordance with Rule 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
|
(j)
|
¨
|
Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
|
|
(a)
|
Amount beneficially owned:
|
Adam Stern
|
-
|
2,427,250 shares.
|
This is composed of (i) 45,000
shares of the Company’s Common Stock held by Mr. Stern, (ii) 500 shares held by Mr. Stern’s spouse and children, (iii)
2,000 shares of Common Stock underlying long call options, (iv) 150,000 shares of Common Stock held by the AKS Family Foundation
(“AKS”), (v) 1,150,000 shares of Common Stock held by A.K.S. Family Partners, L.P. (“AKSLP”) and (vi) warrants
to purchase 1,079,750 shares of Common Stock held by Mr. Stern. Mr. Stern has voting and investment control of the securities held
by AKS and AKSLP. Mr. Stern disclaims beneficial ownership of the securities held by AKS and AKSLP except as relates to his pecuniary
interest in such securities.
A.K.S Family Partners, L.P. -
|
1,150,000 shares.
|
|
|
AKS Family Foundation -
|
150,000 shares.
|
Adam Stern
|
-
|
4.9%
|
A.K.S Family Partners, L.P.
|
-
|
2.4%.
|
AKS Family Foundation
|
-
|
0.3%
|
|
(c)
|
Number of shares as to which the person has:
|
|
(i)
|
Sole power to vote or to direct the vote:
|
Adam Stern
|
-
|
1,127,250 shares.
|
A.K.S Family Partners, L.P.
|
-
|
-0- shares.
|
AKS Family Foundation
|
-
|
-0- shares.
|
|
(ii)
|
Shared power to vote or to direct the vote:
|
Adam Stern
|
-
|
1,300,000 shares.
|
A.K.S Family Partners, L.P.
|
-
|
1,150,000 shares.
|
AKS Family Foundation
|
-
|
150,000 shares.
|
|
(iii)
|
Sole power to dispose or to direct the disposition of:
|
Adam Stern
|
-
|
1,127,250 shares.
|
A.K.S Family Partners, L.P.
|
-
|
-0- shares.
|
AKS Family Foundation
|
-
|
-0- shares.
|
|
(iv)
|
Shared power to dispose or to direct the disposition of:
|
Adam Stern
|
-
|
1,300,000 shares.
|
A.K.S Family Partners, L.P.
|
-
|
1,150,000 shares.
|
AKS Family Foundation
|
-
|
150,000 shares.
|
Adam Stern beneficially owns
directly 45,500 shares of Common Stock, including 500 shares of Common Stock held by Mr. Stern’s spouse and children, 2,000
shares of Common Stock underlying long call options and 1,079,750 shares of Common Stock underlying warrants. By virtue of Mr.
Stern’s position as (i) General Partner of A.K.S. Family Partners, L.P. and (ii) President of AKS Family Foundation, Mr.
Stern may be deemed to have the shared power to vote or direct the vote of the shares held by such entities and the shared power
to dispose or direct the disposition of the shares held by such entities. Accordingly, Mr. Stern may be deemed to be the beneficial
owner of the 1,300,000 shares described above constituting 2.7% of the outstanding Common Stock of the Company. Adam Stern disclaims
beneficial ownership of the shares held by the AKS Family Foundation or A.K.S. Family Partners, L.P., except as relates to this
pecuniary interest in such securities.
|
Item 5.
|
Ownership of Five Percent
or Less of a Class
:
x
|
|
Item 6.
|
Ownership of More Than Five 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:
|
Not Applicable
|
Item 9.
|
Notice of Dissolution of Group:
|
Not Applicable
By signing below each of Adam
Stern, A.K.S. Family Partners, L.P. and AKS Family Foundation certifies that, to the best of such reporting person’s knowledge
and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing
or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant
in any transaction having that purpose or effect.
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.
Dated: March 1, 2017
/s/ Adam K Stern
|
|
Adam K. Stern
|
|
|
|
A.K.S. FAMILY PARTNERS, L.P.
|
|
By:
|
/s/ Adam K Stern
|
|
Adam K. Stern, General Partner
|
|
|
|
AKS FAMILY FOUNDATION
|
|
|
|
By:
|
/s/ Adam k Stern
|
|
Adam K. Stern, President
|
|