Current Report Filing (8-k)
April 01 2019 - 4:08PM
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): March 28, 2019
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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500
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):
[ ]
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))
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 [X]
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. [X]
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Item
5.02
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Departure
of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.
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On
March 28, 2019, the board of directors (the “Board”) of Corbus Pharmaceuticals Holdings, Inc. (the “Company”)
approved the terms of a Separation Agreement with Dr. Mark A. Tepper, the Company’s President and Chief Scientific Officer
(the “Separation Agreement”) and a consulting agreement with Dr. Tepper (the “Consulting Agreement”, and
collectively, together with the Separation Agreement, the “Agreements”) providing for his engagement as an external
consultant to the Company. The Agreements were executed on March 31, 2019. Dr. Tepper’s last day of employment with the
Company was March 31, 2019 (the “Separation Date”) and his engagement as a consultant commenced on April 1, 2019.
Pursuant
to the terms of the Separation Agreement, and in consideration of Dr. Tepper’s assistance in the transition, Dr. Tepper’s
release of any and all claims against the Company, Dr. Tepper’s agreement to a 90-day lock-up on sales by Dr. Tepper of
shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), Dr. Tepper’s agreement
not to sell in excess of 250,000 shares of Common Stock in any calendar quarter during the term of the Consulting Agreement, and
in lieu of any severance benefits otherwise payable under the amended and restated employment agreement between the Company and
Dr. Tepper, dated April 11, 2018, Dr. Tepper will receive (i) an extension of the time period during which he may exercise any
options to purchase shares of Common Stock that are vested as of the Separation Date from 90 days to the earlier of (x) any such
option’s expiration or (y) December 31, 2021, (ii) continued vesting of outstanding stock options during the term of the
Consulting Agreement, the exercise period of which will be subject to the same extension as set forth in (i) above) and (iii)
payment of COBRA premiums for 18 months from the Separation Date. The Separation Agreement contains customary covenants in favor
of the Company related to confidentiality and non-disparagement.
Pursuant
to the terms of the Consulting Agreement, Dr. Tepper will provide advisory services related to the pre-clinical and clinical development
of the Company’s endocannabinoid platform, the Company’s business development efforts and such other services as requested
by the Company. The Consulting Agreement provides for a term of 18 months, during which the Company will pay Dr. Tepper a monthly
consulting fee of $33,667.00. The Consulting Agreement contains customary provisions regarding non-competition and non-solicitation
for the duration of the term of the Consulting agreement and for six months thereafter.
The
foregoing descriptions of the terms of the Separation Agreement and the Consulting Agreement do not purport to be complete and
are qualified in their entirety by the full text of such agreements, copies of which are attached hereto as Exhibit 10.1 and 10.2,
respectively, and are incorporated herein by reference.
(d)
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.
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CORBUS
PHARMACEUTICALS HOLDINGS, INC.
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Dated:
April 1, 2019
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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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Corbus Pharmaceuticals (NASDAQ:CRBP)
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