Securities Registration: Employee Benefit Plan (s-8)
March 09 2017 - 6:04AM
Edgar (US Regulatory)
As
filed with the Securities and Exchange Commission on March 8, 2017
Registration
No.
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
S-8
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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46-4348039
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(State
or other jurisdiction
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(I.R.S.
Employer
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of
incorporation or organization)
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Identification
No.)
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100
River Ridge Drive
Norwood,
MA 02062
Telephone:
617-963-0100
(Address
of Principal Executive Offices) (Zip Code)
CORBUS
PHARMACEUTICALS HOLDINGS, INC. 2014 EQUITY COMPENSATION PLAN
(Full
title of the plan)
Yuval
Cohen
Chief
Executive Officer
Corbus
Pharmaceuticals Holdings, Inc.
100
River Ridge Drive
Norwood,
MA 02062
Telephone:
617-963-0100
(Name
and address of agent for service)
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
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):
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Large
accelerated filer [ ]
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Accelerated
filer [X]
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Non-accelerated
filer [ ]
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Smaller
Reporting Company [ ]
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(Do
not check if a smaller reporting company)
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CALCULATION
OF REGISTRATION FEE
Title
of securities
to
be registered
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Amount
to
be
registered(1)
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Proposed
maximum
offering
price
per
share(2)
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Proposed
maximum
aggregate
offering
price(2)
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Amount
of
registration
fee(2)
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Common Stock, $0.0001 par
value per share
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3,127,722
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$
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9.28
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$
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29,025,260
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$
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3,365
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(1)
Covers 3,127,722 shares of common stock issuable under the Corbus Pharmaceuticals Holdings, Inc. 2014 Equity Compensation Plan
(the “2014 Plan”), and, pursuant to Rule 416(c) under the Securities Act of 1933, as amended (the “Securities
Act”), an indeterminable number of shares of common stock issuable under the 2014 Plan, as these amounts may be adjusted
as a result of stock splits, stock dividends, antidilution provisions, and similar transactions.
(2)
Pursuant to Rule 457(c) and Rule 457(h) under the Securities Act, the proposed maximum offering price per share and the proposed
maximum aggregate offering price are estimated for the purpose of calculating the amount of the registration fee and are based
on the average of the high and low sales price on the
NASDAQ Global Market
on March
6, 2017.
TABLE
OF CONTENTS
EXPLANATORY
NOTE
Pursuant
to General Instruction E to Form S-8 under the Securities Act of 1933, as amended, this Registration Statement is filed by
Corbus
Pharmaceuticals Holdings, Inc.
(the “Company”) for the purpose of registering additional shares of the Company’s
common stock, par value $0.0001 per share (the “Common Stock”) under the Company’s 2014 Equity Compensation
Plan (the “2014 Plan”). The number of shares of Common Stock available for issuance under the 2014 Plan is subject
to an automatic annual increase on January 1 of each year beginning in 2015 and ending on (and including) January 1, 2024, equal
to the greater of (i) seven percent (7%) of the total number of shares of Common Stock outstanding on December 31st of the preceding
calendar year, or (ii) the difference between (x) twenty percent (20%) of the total number of shares of Common Stock outstanding
on December 31
st
of the preceding calendar year, and (y) the total number of shares of Common Stock reserved under
the 2014 Plan on December 31
st
of such preceding calendar year (including shares subject to outstanding Awards (as
defined in the 2014 Plan), issued pursuant to Awards or available for future Awards), or a lesser number of shares of Common Stock
determined by the board of directors of the Company (the “Evergreen Provision”). This Registration Statement registers
an aggregate of 3,127,722 additional shares of Common Stock available for issuance under the 2014 Plan as a result of the Evergreen
Provision.
The
shares of Common Stock registered pursuant to this Registration Statement are of the same class of securities as the 6,850,334
shares of Common Stock registered for issuance under the 2014 Plan pursuant to the currently effective Registration Statement
on Form S-8 (Registration No. 333-200350) filed on November 18, 2014, and the 1,815,683 shares of Common Stock registered for
issuance under the 2014 Plan pursuant to the currently effective Registration Statement on Form S-8 (Registration No. 333-201898)
filed on February 5, 2015 and the 1,250,000 shares of Common Stock registered for issuance under the 2014 Plan pursuant to the
currently effective Registration Statement on Form S-8 (Registration No. 333-210428) filed on March 28, 2016. The information
contained in the Company’s Registration Statements on Form S-8 (Registration Nos. 333-200350, 333-201898 and 333-210428)
is hereby incorporated by reference pursuant to General Instruction E.
Part
II
INFORMATION
REQUIRED IN THE REGISTRATION STATEMENT
Item
3. Incorporation of Documents by Reference.
The
following documents, which have been filed by the Company with the Securities and Exchange Commission (the “SEC”),
are hereby incorporated by reference in this Registration Statement:
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●
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The
Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2016, filed with the SEC on March 8, 2016;
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The
Company’s Current Reports on Form 8-K filed with the SEC on February 28, 2017 (other than any portions thereof deemed
furnished and not filed); and
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●
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The
description of the Company’s common stock contained in its Registration Statement on Form 8-A filed on April 14, 2015
pursuant to Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), including any
amendment or report updating such description.
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All
documents subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, after the date
of this Registration Statement and prior to the filing of a post-effective amendment to this Registration Statement which indicates
that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to
be incorporated by reference in this Registration Statement and to be a part hereof from the date of filing of such documents.
Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified
or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently
filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such
statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration
Statement. Copies of these documents are not required to be filed with this Registration Statement, and nothing in this Registration
Statement shall be deemed to incorporate information furnished but not filed with the SEC.
Item
8. Exhibits.
For
a list of exhibits, see the Exhibit Index in this Registration Statement, which is incorporated into this Item by reference.
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and 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 this 8
th
day of March, 2017.
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Corbus
Pharmaceuticals Holdings, Inc.
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By:
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/s/ Yuval Cohen
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Yuval
Cohen Ph.D.
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Chief
Executive Officer
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POWER
OF ATTORNEY AND SIGNATURES
KNOW
ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Yuval Cohen Ph.D. and Sean
Moran, and each of them, his attorney-in-fact, with full power of substitution for him in any and all capacities, to sign any
amendments to this Registration Statement, including any and all pre-effective and post-effective amendments and to file such
amendments thereto, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission,
hereby ratifying and confirming all that said attorneys-in-fact, or their substitute or substitutes, may do or cause to be done
by virtue hereof.
Pursuant
to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed 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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March,
8, 2017
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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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March,
8, 2017
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/s/
Alan Holmer
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Alan
Holmer
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Director
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March,
8, 2017
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/s/
David Hochman
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David
Hochman
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Director
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March,
8, 2017
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/s/
Renu Gupta
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Renu
Gupta
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Director
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March,
8, 2017
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/s/
Avery W. Catlin
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Avery
W. Catlin
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Director
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March,
8, 2017
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EXHIBIT
INDEX
Exhibit
Number
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Description
of Exhibit
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4.1
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Certificate
of Incorporation of Corbus Pharmaceuticals Holdings, Inc. (incorporated herein by reference to Exhibit 3.1 of the Registration
Statement on Form S-1 (File No. 333-198563) filed with the SEC on September 3, 2014).
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4.2
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Certificate
of Amendment of the Certificate of Incorporation of Corbus Pharmaceuticals Holdings, Inc. (incorporated herein by reference
to Exhibit 3.2 of the Registration Statement on Form S-1 (File No. 333-198563) filed with the SEC on September 3, 2014).
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4.3
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Bylaws
of Corbus Pharmaceuticals Holdings, Inc. (incorporated herein by reference to Exhibit 3.3 of the Registration Statement on
Form S-1 (File No. 333-198563) filed with the SEC on September 3, 2014).
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4.4
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Form
of Common Stock Certificate. (incorporated herein by reference to Exhibit 4.4 of the Registration Statement on Form S-8 (File
No. 333-200350) filed with the SEC on November 18, 2014.
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5.1
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Opinion
of Lowenstein Sandler LLP.*
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23.1
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Consent
of EisnerAmper LLP.*
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23.2
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Consent
of Lowenstein Sandler LLP (filed as part of Exhibit 5.1).*
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24.1
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Power
of Attorney (included on the signature page to this registration statement on Form S-8).*
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99.1
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Corbus
Pharmaceuticals Holdings, Inc. 2014 Equity Compensation Plan (incorporated herein by reference to Exhibit 10.5 of the Registration
Statement on Form S-1 (File No. 333-198563) filed with the SEC on September 3, 2014).
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*
Filed herewith.
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