Securities Registration: Employee Benefit Plan (s-8)
March 17 2020 - 4:32PM
Edgar (US Regulatory)
As
filed with the Securities and Exchange Commission on March 17, 2020
Registration
No. 333-
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
|
|
46-4348039
|
(State
or other jurisdiction
|
|
(I.R.S.
Employer
|
of
incorporation or organization)
|
|
Identification
No.)
|
500
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.
500
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, a smaller reporting
company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,”
“smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
|
Large
accelerated filer [ ]
|
Accelerated
filer [X]
|
|
|
|
|
Non-accelerated
filer [ ]
|
Smaller
reporting company [X]
|
|
|
|
|
|
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 7(a)(2)(B) of the Securities Act.
[ ]
CALCULATION
OF REGISTRATION FEE
Title of securities
to be registered
|
|
Amount
to be
registered(1)
|
|
|
Proposed maximum
offering price
per share(2)
|
|
|
Proposed maximum
aggregate
offering price(2)
|
|
|
Amount of
registration
fee(2)
|
|
Common Stock, $0.0001 par value per share
|
|
|
4,527,103
|
|
|
$
|
3.81
|
|
|
$
|
17,248,262.40
|
|
|
$
|
2,240.00
|
|
(1)
Covers 4,527,103 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 11, 2020.
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 31st of the preceding calendar year, and (y) the total number of shares of Common Stock reserved under the 2014 Plan
on December 31st 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 4,527,103
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, 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, 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 3,127,722 shares of Common
Stock registered for issuance under the 2014 Plan pursuant to the currently effective Registration Statement on Form S-8 (Registration
No. 333-216547) filed on March 9, 2017, the 2,500,000 shares of Common Stock registered for issuance under the 2014 Plan pursuant
to the currently effective Registration Statement on Form S-8 (Registration No. 333-223745) filed on March 16, 2018 and the 3,000,000
shares of Common Stock registered for issuance under the 2014 Plan pursuant to the currently effective Registration Statement
on Form S-8 (Registration No. 333-230219) filed on March 12, 2019. The information contained in the Company’s Registration
Statements on Form S-8 (Registration Nos. 333-200350, 333-201898, 333-210428, 333-216547, 333-223745 and 333-230219) 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:
|
●
|
The
Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2019, filed with the SEC on March 16, 2020;
|
|
|
|
|
●
|
The
Company’s Current Report on Form 8-K filed with the SEC on February 7, 2020 (other than any portions thereof deemed
furnished and not filed);
|
|
|
|
|
●
|
The
Company’s Definitive Proxy Statement on Schedule 14A, filed with the SEC on April 10, 2019; and
|
|
|
|
|
●
|
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.
|
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 17th day of March,
2020.
|
Corbus
Pharmaceuticals Holdings, Inc.
|
|
|
|
By:
|
/s/
Yuval Cohen
|
|
|
Yuval
Cohen Ph.D.
|
|
|
Chief
Executive Officer
|
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
|
|
Capacity
|
|
Date
|
|
|
|
|
|
/s/
Yuval Cohen
|
|
Chief
Executive Officer and Director
|
|
|
Yuval
Cohen
|
|
(Principal
Executive Officer)
|
|
March
17, 2020
|
|
|
|
|
|
/s/
Sean Moran
|
|
Chief
Financial Officer
|
|
|
Sean
Moran
|
|
(Principal
Financial and Accounting Officer)
|
|
March
17, 2020
|
|
|
|
|
|
/s/
Alan Holmer
|
|
|
|
|
Alan
Holmer
|
|
Director
|
|
March
17, 2020
|
|
|
|
|
|
/s/
Avery W. Catlin
|
|
|
|
|
Avery
W. Catlin
|
|
Director
|
|
March
17, 2020
|
|
|
|
|
|
/s/
David Hochman
|
|
|
|
|
David
Hochman
|
|
Director
|
|
March
17, 2020
|
|
|
|
|
|
/s/
John Jenkins
|
|
|
|
|
John
Jenkins
|
|
Director
|
|
March
17, 2020
|
|
|
|
|
|
/s/
Rachelle Jacques
|
|
|
|
|
Rachelle
Jacques
|
|
Director
|
|
March
17, 2020
|
|
|
|
|
|
/s/
Pete Salzmann
|
|
|
|
|
Pete
Salzmann
|
|
Director
|
|
March
17, 2020
|
|
|
|
|
|
EXHIBIT
INDEX
*
Filed herewith.
Corbus Pharmaceuticals (NASDAQ:CRBP)
Historical Stock Chart
From May 2024 to Jun 2024
Corbus Pharmaceuticals (NASDAQ:CRBP)
Historical Stock Chart
From Jun 2023 to Jun 2024