As
filed with the Securities and Exchange Commission on April 7, 2020
Registration
No. 333-
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
S-3
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 of
incorporation
or organization)
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(I.R.S.
Employer
Identification
Number)
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Corbus
Pharmaceuticals Holdings, Inc.
500
River Ridge Drive
Norwood,
MA 02062
(617)
963-0100
(Address,
including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Yuval
Cohen
Chief
Executive Officer
Corbus
Pharmaceuticals Holdings, Inc.
500
River Ridge Drive
Norwood,
MA 02062
(617)
963-0100
(Name,
address, including zip code, and telephone number, including area code, of agent for service)
Copies
of all communications, including communications sent to the agent for service, to:
Michael
J. Lerner, Esq.
Steven
M. Skolnick, Esq.
Lowenstein
Sandler LLP
1251
Avenue of the Americas
New
York, New York 10020
Tel:
(212) 262-6700
Approximate
date of commencement of proposed sale to the public: From time to time after this Registration Statement becomes effective.
If
the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please
check the following box:
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[ ]
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If
any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415
under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment
plans, check the following box:
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[X]
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If
this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please
check the following box and list the Securities Act registration statement number of the earlier effective registration statement
for the same offering.
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[ ]
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If
this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective registration statement for the same offering.
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[ ]
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If
this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall
become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box.
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[ ]
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If
this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register
additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following
box.
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[ ]
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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.
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[ ]
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Large
accelerated filer:
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[ ]
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Accelerated
filer:
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[X]
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Non-accelerated
filer:
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[ ]
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Smaller
reporting company:
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[X]
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Emerging
growth company:
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[ ]
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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 Securities Act. [ ]
CALCULATION
OF REGISTRATION FEE
Title
of each class of
securities
to be registered(1)
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Amount
to be registered(1) (2)
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Proposed
maximum offering price per unit(1) (2)
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Proposed
maximum aggregate offering price(1) (2)
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Amount
of registration fee(2)
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Common
Stock, par value $0.0001 per share(3)
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Preferred
Stock, par value $0.0001 per share(4)
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Warrants(5)
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Debt
Securities(6)
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Subscription
Rights(7)
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Units(8)
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TOTAL:
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$
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200,000,000
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$
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25,960
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(1)
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In
no event will the aggregate offering price of all securities issued from time to time by the registrant under this registration
statement exceed $200,000,000 or its equivalent in any other currency, currency units, or composite currency or currencies.
The securities covered by this registration statement may be sold separately, together or as units with other securities registered
under this registration statement.
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(2)
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The
proposed maximum aggregate price has been estimated solely for the purpose of calculating the registration fee pursuant to
Rule 457(o) under the Securities Act of 1933, as amended (the “Securities Act”).
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(3)
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Subject
to note (1), this registration statement covers such an indeterminate amount of common stock (with accompanying purchase rights,
if any) as may be sold, from time to time, at indeterminate prices, by the registrant and such indeterminate number of shares
of common stock as may, from time to time, be issued upon conversion or exchange of other securities registered hereunder,
to the extent any such securities are, by their terms, convertible or exchangeable for common stock.
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(4)
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Subject
to note (1), this registration statement covers such an indeterminate number of shares of preferred stock (with accompanying
purchase rights, if any) as may be sold from time to time at indeterminate prices by the registrant. Also covered is such
an indeterminate amount of common stock (with accompanying purchase rights, if any) (i) as may be issuable or deliverable
upon conversion of shares of preferred stock, and (ii) as may be required for delivery upon conversion of shares of preferred
stock as a result of anti-dilution provisions.
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(5)
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Subject
to note (1), this registration statement covers such an indeterminate amount and number of warrants (including subscription
rights) representing rights to purchase common stock, preferred stock and debt securities registered under this registration
statement as may be sold from time to time at indeterminate prices by the registrant. Also covered is such an indeterminate
amount of common stock and preferred stock (in each case, with accompanying purchase rights, if any) and debt securities (i)
as may be issuable or deliverable upon exercise of warrants, and (ii) as may be required for delivery upon exercise of any
warrants as a result of anti-dilution provisions.
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(6)
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Subject
to note (1), this registration statement covers such an indeterminate amount of debt securities as may be sold from time to
time at indeterminate prices by the registrant. If any debt securities are issued at an original issue discount, then the
offering price shall be in such greater principal amount as shall result in an aggregate initial offering price not to exceed
$200,000,000. Also covered is such an indeterminate amount of common stock and preferred stock (in each case, with accompanying
purchase rights, if any) (i) as may be issuable or deliverable upon the exercise or conversion of debt securities, and (ii)
as may be required for delivery upon exercise or conversion of debt securities as a result of anti-dilution provisions.
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(7)
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Subject
to note (1), this registration statement covers such an indeterminate amount and number of subscription rights, representing
rights to purchase common stock, preferred stock, warrants and debt securities registered under this registration statement,
as may be sold from time to time at indeterminate prices by the registrant. Also covered is such an indeterminate amount of
common stock, preferred stock and warrants (in each case, with accompanying purchase rights, if any) and debt securities (i)
as may be issuable or deliverable upon exercise of subscription rights, and (ii) as may be required for delivery upon exercise
of any subscription rights as a result of anti-dilution provisions.
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(8)
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Each
unit will represent an interest in two or more securities, which may or may not be separable from one another.
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The
Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until
the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become
effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective
on such date as the Commission acting pursuant to said Section 8(a), may determine.
EXPLANATORY
NOTE
This
registration statement contains two prospectuses:
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a
base prospectus which covers the offering, issuance and sale by the registrant of up
to a maximum aggregate offering price of $200,000,000 of the registrant’s common
stock, preferred stock, debt securities, warrants, subscription rights and/or units;
and
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a
sale agreement prospectus covering the offering, issuance and sale by the registrant
of up to a maximum aggregate offering price of $75,000,000 of the registrant’s
common stock that may be issued and sold under a sale agreement with Jefferies LLC.
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The
base prospectus immediately follows this explanatory note. The specific terms of any securities to be offered pursuant to the
base prospectus will be specified in a prospectus supplement to the base prospectus. The sale agreement prospectus immediately
follows the base prospectus. The common stock that may be offered, issued and sold by the registrant under the sale agreement
prospectus is included in the $200,000,000 of securities that may be offered, issued and sold by the registrant under the base
prospectus. Upon termination of the sale agreement with Jefferies LLC, any portion of the $75,000,000 included in the sale
agreement prospectus that is not sold pursuant to the sale agreement will be available for sale in other offerings pursuant to
the base prospectus and a corresponding prospectus supplement, and if no shares are sold under the sale agreement, the full $75,000,000
of securities may be sold in other offerings pursuant to the base prospectus.
The
information in this prospectus is not complete and may be changed. A registration statement relating to these securities has been
filed with the Securities and Exchange Commission. These securities may not be sold until the registration statement is declared
effective. This prospectus is not an offer to sell these securities, and is not soliciting an offer to buy these securities, nor
shall there be any sale of these securities, in any state or other jurisdiction where such offer, solicitation or sale is not
permitted or would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.
Subject
to completion, dated April 7, 2020
PROSPECTUS
Corbus
Pharmaceuticals Holdings, Inc.
$200,000,000
Common
Stock
Preferred
Stock
Warrants
Debt
Securities
Subscription
Rights
Units
We
may offer, issue and sell from time to time together or separately, in one or more offerings, any combination of (i) our common
stock, (ii) our preferred stock, which we may issue in one or more series, (iii) warrants, (iv) senior or subordinated debt securities,
(v) subscription rights and (vi) units. The debt securities may consist of debentures, notes, or other types of debt. The debt
securities, preferred stock, warrants and subscription rights may be convertible into, or exercisable or exchangeable for, common
or preferred stock or other securities of ours. The units may consist of any combination of the securities listed above.
The
aggregate public offering price of the securities that we may offer will not exceed $200,000,000. We will offer the securities
in an amount and on terms that market conditions will determine at the time of the offering. Our common stock is listed on the
Nasdaq Global Market under the symbol “CRBP.” The last reported sale price for our common stock on April 6,
2020 as quoted on the Nasdaq Global Market was $5.19 per share. You are urged to obtain current market quotations of our
common stock. We have no preferred stock, warrants, debt securities, subscription rights or units listed on any market. Each prospectus
supplement will indicate if the securities offered thereby will be listed on any securities exchange.
Investing
in our securities involves risk. You should carefully consider the risks that we refer you to under the section captioned “Risk
Factors” in this prospectus on page 2 before buying our securities.
Should
we offer any of the securities described in this prospectus, we will provide you with the specific terms of the particular securities
being offered in supplements to this prospectus. You should read this prospectus and any supplement, together with additional
information described under the headings “Additional Information” and “Incorporation of Certain Information
by Reference” carefully before you invest. This prospectus may not be used to sell securities unless accompanied by a prospectus
supplement.
We
may sell these securities directly to our stockholders or to other purchasers or through agents on our behalf or through underwriters
or dealers as designated from time to time. If any agents or underwriters are involved in the sale of any of these securities,
the applicable prospectus supplement will provide the names of the agents or underwriters and any applicable fees, commissions
or discounts.
Neither
the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or
determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
The
date of this prospectus is , 2020.
TABLE
OF CONTENTS
Corbus
Pharmaceuticals Holdings, Inc. is referred to herein as “Corbus,” “the Company,” “we,” “us,”
and “our,” unless the context indicates otherwise.
You
may only rely on the information contained in this prospectus and the accompanying prospectus supplement or that we have referred
you to. We have not authorized anyone to provide you with different information. This prospectus and any prospectus supplement
do not constitute an offer to sell or a solicitation of an offer to buy any securities other than the securities offered by this
prospectus and the prospectus supplement. This prospectus and any prospectus supplement do not constitute an offer to sell or
a solicitation of an offer to buy any securities in any circumstances in which such offer or solicitation is unlawful. Neither
the delivery of this prospectus or any prospectus supplement nor any sale made hereunder shall, under any circumstances, create
any implication that there has been no change in our affairs since the date of this prospectus or such prospectus supplement or
that the information contained by reference to this prospectus or any prospectus supplement is correct as of any time after its
date.
ABOUT
THIS PROSPECTUS
This
prospectus is part of a registration statement that we filed with the Securities and Exchange Commission, or SEC, using a “shelf”
registration process. Under this shelf registration process, we may from time to time offer and sell, in one or more offerings,
any or all of the securities described in this prospectus, separately or together, up to an aggregate offering price of $200,000,000.
This prospectus provides you with a general description of our securities being offered. When we issue the securities being offered
by this prospectus, we will provide a prospectus supplement (which term includes, as applicable, the at-the-market sale agreement
prospectus filed with the registration statement of which this prospectus forms a part) that will contain specific information
about the terms of that offering. The prospectus supplement may also add, update or change information contained in this prospectus.
You should read both this prospectus and any prospectus supplement together with additional information described under the heading
“Additional Information” and “Incorporation of Certain Information by Reference.”
PROSPECTUS
SUMMARY
The
following summary highlights some information from this prospectus. It is not complete and does not contain all of the information
that you should consider before making an investment decision. You should read this entire prospectus, including the “Risk
Factors” section on page 2 and the disclosures to which that section refers you, the financial statements and related
notes and the other more detailed information appearing elsewhere or incorporated by reference into this prospectus before investing
in any of the securities described in this prospectus.
About
Us
We
are a Phase 3, clinical stage pharmaceutical company focused on the development and commercialization of novel therapeutics to
treat chronic and serious inflammatory and fibrotic diseases with clear unmet medical needs by targeting the human endocannabinoid
system, or ECS. We are developing a pipeline of cannabinoid drug candidates which are rationally designed, synthetic, small molecule
drugs which target the ECS to treat inflammatory and fibrotic diseases. Our focus on the ECS is backed by an ever-expanding body
of knowledge on the biology of the ECS and its role as being a master regulator of inflammation and fibrosis. Our lead investigational
drug candidate, lenabasum, is a novel, synthetic, oral, cannabinoid type 2 (CB2) agonist designed to resolve chronic inflammation,
limit fibrosis and support tissue repair. We are currently developing lenabasum to treat four life threatening diseases: systemic
sclerosis, or SSc, dermatomyositis, or DM, cystic fibrosis, or CF, and systemic lupus erythematosus, or SLE. In addition, we are
developing a pipeline of experimental drug candidates from our library of novel compounds targeting the ECS. Our pipeline also
includes CRB-4001, a second generation, peripherally restricted cannabinoid receptor type 1, or CB1, inverse agonist designed
to treat organ specific fibrotic liver diseases, such as nonalcoholic steatohepatitis, or NASH.
Corporate
Information
Our
principal executive offices are located at 500 River Ridge Drive, Norwood, Massachusetts 02062, and our telephone number is (617)
963-0100. Our website address is www.corbuspharma.com. We have included our website address as an inactive textual reference only
and our website and the information contained on, or that can be accessed through, our website will not be deemed to be incorporated
by reference in, and are not considered part of, this prospectus. You should not rely on our website or any such information in
making your decision whether to purchase our securities.
RISK
FACTORS
Before
purchasing any of the securities you should carefully consider the risk factors incorporated by reference in this prospectus from
our Annual Report on Form 10-K for the fiscal year ended December 31, 2019 and any subsequent updates described in our Quarterly
Reports on Form 10-Q and Current Reports on Form 8-K, as well as the risks, uncertainties and additional information set forth
in our SEC reports on Forms 10-K, 10-Q and 8-K and in the other documents incorporated by reference in this prospectus. For a
description of these reports and documents, and information about where you can find them, see “Additional Information”
and “Incorporation of Certain Information By Reference.” Additional risks not presently known or that we presently
consider to be immaterial could subsequently materially and adversely affect our financial condition, results of operations, business
and prospects.
FORWARD-LOOKING
STATEMENTS
This
prospectus, including the documents that we incorporate by reference, contains forward-looking statements as that term is defined
in the federal securities laws. The events described in forward-looking statements contained in this prospectus, including the
documents that we incorporate by reference, may not occur. Generally, these statements relate to our business plans or strategies,
projected or anticipated benefits or other consequences of our plans or strategies, financing plans, projected or anticipated
benefits from acquisitions that we may make, or projections involving anticipated revenues, earnings or other aspects of our operating
results or financial position, and the outcome of any contingencies. Any such forward-looking statements are based on current
expectations, estimates and projections of management. We intend for these forward-looking statements to be covered by the safe-harbor
provisions for forward-looking statements. Words such as “may,” “expect,” “believe,” “anticipate,”
“project,” “plan,” “intend,” “estimate,” and “continue,” and their
opposites and similar expressions are intended to identify forward-looking statements. We caution you that these statements are
not guarantees of future performance or events and are subject to a number of uncertainties, risks and other influences, many
of which are beyond our control that may influence the accuracy of the statements and the projections upon which the statements
are based. Factors that may affect our results include, but are not limited to, the risks and uncertainties discussed in the “Risk
Factors” section on page 2 of this prospectus, in our Annual Report on Form 10-K for the fiscal year ended December
31, 2019 or in other reports we file with the Securities and Exchange Commission.
Any
one or more of these uncertainties, risks and other influences could materially affect our results of operations and whether forward-looking
statements made by us ultimately prove to be accurate. Our actual results, performance and achievements could differ materially
from those expressed or implied in these forward-looking statements. We undertake no obligation to publicly update or revise any
forward-looking statements, whether from new information, future events or otherwise.
You
should rely only on the information in this prospectus. We have not authorized any other person to provide you with different
information. If anyone provides you with different or inconsistent information, you should not rely upon it.
USE
OF PROCEEDS
Unless
we inform you otherwise in the prospectus supplement relating to a particular offering of securities, we will use the net proceeds
from the sale of the securities offered by this prospectus and the exercise price from the exercise of any convertible securities,
if any, for general corporate purposes, which may include funding research, development and product manufacturing, clinical trials,
acquisitions or investments in businesses, products or technologies that are complementary to our own, increasing our working
capital, reducing indebtedness, and capital expenditures.
When
particular securities are offered, the prospectus supplement relating to that offering will set forth our intended use of the
net proceeds received from the sale of those securities we sell. Pending the application of the net proceeds for these purposes,
we expect to invest the proceeds in short-term, interest-bearing instruments or other investment-grade securities.
THE
SECURITIES WE MAY OFFER
General
The
descriptions of the securities contained in this prospectus, together with the applicable prospectus supplements, summarize all
of the material terms and provisions of the various types of securities that we may offer. We will describe in the applicable
prospectus supplement relating to any securities the particular terms of the securities offered by that prospectus supplement.
If we indicate in the applicable prospectus supplement, the terms of the securities may differ from the terms we have summarized
below. We may also include in the prospectus supplement information about material United States federal income tax considerations
relating to the securities, and the securities exchange, if any, on which the securities will be listed.
We
may sell from time to time, in one or more offerings:
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common
stock;
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preferred
stock;
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debt
securities;
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subscription
rights to purchase shares of common stock, preferred stock or debt securities;
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warrants
to purchase shares of common stock or preferred stock; and
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units
consisting of any combination of the securities listed above.
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In
this prospectus, we refer to the common stock, preferred stock, debt securities, subscription rights, warrants and units collectively
as “securities.” The total dollar amount of all securities that we may sell pursuant to this prospectus will not exceed
$200,000,000.
If
we issue debt securities at a discount from their original stated principal amount, then, for purposes of calculating the total
dollar amount of all securities issued under this prospectus, we will treat the initial offering price of the debt securities
as the total original principal amount of the debt securities.
This
prospectus may not be used to consummate a sale of securities unless it is accompanied by a prospectus supplement.
DESCRIPTION
OF CAPITAL STOCK
General
Our
authorized capital stock consists of:
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150,000,000
shares of common stock, par value $0.0001 per share; and
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10,000,000
shares of preferred stock, par value $0.0001 per share, of which, as of the date of this prospectus, none of which shares
have been designated.
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As
of close of business on April 6, 2020, 72,490,449 shares of common stock were issued and outstanding and no shares of
preferred stock were issued and outstanding.
The
additional shares of our authorized capital stock available for issuance may be issued at times and under circumstances so as
to have a dilutive effect on earnings per share and on the equity ownership of the holders of our common stock. The ability of
our board of directors to issue additional shares of stock could enhance the board’s ability to negotiate on behalf of the
stockholders in a takeover situation but could also be used by the board to make a change of control more difficult, thereby denying
stockholders the potential to sell their shares at a premium and entrenching current management. The following description is
a summary of the material provisions of our capital stock. You should refer to our certificate of incorporation, as amended, and
our bylaws, both of which are on file with the SEC as exhibits to previous SEC filings, for additional information. The summary
below is qualified by provisions of applicable law.
Common
Stock
Voting.
The holders of the common stock are entitled to one vote for each share held of record on all matters on which the holders are
entitled to vote (or consent pursuant to written consent). Directors are elected by a plurality of the votes present in person
or represented by proxy and entitled to vote.
Dividends.
The holders of the common stock are entitled to receive, ratably, dividends only if, when and as declared by our board of directors
out of funds legally available therefor and after provision is made for each class of capital stock having preference over the
common stock.
Liquidation
Rights. In the event of our liquidation, dissolution or winding-up, the holders of common stock are entitled to share, ratably,
in all assets remaining available for distribution after payment of all liabilities and after provision is made for each class
of capital stock having preference over the common stock.
Conversion
Right. The holders of the common stock have no conversion rights.
Preemptive
and Similar Rights. The holders of the common stock have no preemptive or similar rights.
Redemption/Put
Rights. There are no redemption or sinking fund provisions applicable to the common stock. All of the outstanding shares of
our common stock are fully-paid and nonassessable.
Transfer
Agent and Registrar
The
transfer agent and registrar for our common stock is Continental Stock Transfer & Trust Company, LLC.
Preferred
Stock
We
are authorized to issue up to 10,000,000 shares of preferred stock, all of which are undesignated. Our board of directors has
the authority, within the limitations and restrictions prescribed by law and without stockholder approval, to provide by resolution
for the issuance of shares of preferred stock, and to fix the rights, preferences, privileges and restrictions thereof, including
dividend rights, conversion rights, voting rights, terms of redemption, liquidation preference and the number of shares constituting
any series of the designation of such series, by delivering an appropriate certificate of amendment to our amended and restated
certificate of incorporation to the Delaware Secretary of State pursuant to the Delaware General Corporation Law, or the DGCL.
The issuance of preferred stock could have the effect of decreasing the market price of the common stock, impeding or delaying
a possible takeover and adversely affecting the voting and other rights of the holders of our common stock.
If
we offer a specific series of preferred stock under this prospectus, we will describe the terms of the preferred stock in the
prospectus supplement for such offering and will file a copy of the certificate establishing the terms of the preferred stock
with the SEC. To the extent required, this description will include:
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the
title and stated value;
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the
number of shares offered, the liquidation preference per share and the purchase price;
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the
dividend rate(s), period(s) and/or payment date(s), or method(s) of calculation for such dividends;
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whether
dividends will be cumulative or non-cumulative and, if cumulative, the date from which dividends will accumulate;
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the
procedures for any auction and remarketing, if any;
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the
provisions for a sinking fund, if any;
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the
provisions for redemption, if applicable;
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any
listing of the preferred stock on any securities exchange or market;
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whether
the preferred stock will be convertible into our common stock, and, if applicable, the conversion price (or how it will be
calculated) and conversion period;
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whether
the preferred stock will be exchangeable into debt securities, and, if applicable, the exchange price (or how it will be calculated)
and exchange period;
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voting
rights, if any, of the preferred stock;
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a
discussion of any material and/or special U.S. federal income tax considerations applicable to the preferred stock;
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the
relative ranking and preferences of the preferred stock as to dividend rights and rights upon liquidation, dissolution or
winding up of our affairs; and
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any
material limitations on issuance of any class or series of preferred stock ranking senior to or on a parity with the series
of preferred stock as to dividend rights and rights upon liquidation, dissolution or winding up of our affairs.
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Transfer
Agent and Registrar for Preferred Stock
The
transfer agent and registrar for any series or class of preferred stock will be set forth in each applicable prospectus supplement.
Anti-takeover
Effects of Delaware Law and our Certificate of Incorporation, as amended
Our
certificate of incorporation, as amended, and bylaws contain provisions that could have the effect of discouraging potential acquisition
proposals or tender offers or delaying or preventing a change of control. These provisions are as follows:
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they
provide that special meetings of stockholders may be called only by our board of directors acting pursuant to a resolution
approved by the affirmative vote of a majority of the board of directors;
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they
do not include a provision for cumulative voting in the election of directors. Under cumulative voting, a minority stockholder
holding a sufficient number of shares may be able to ensure the election of one or more directors. The absence of cumulative
voting may have the effect of limiting the ability of minority stockholders to effect changes to our board of directors; and
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they
allow us to issue, without stockholder approval, up to 10,000,000 shares of preferred stock, with such designations, rights,
and preferences as may be determined from time to time by our board of directors that could adversely affect the rights and
powers of the holders of the common stock, including dividend, liquidation, conversion, voting, or other rights that could
adversely affect the voting power or other rights of the holders of our common stock. The issuance of preferred stock could
have the effect of restricting dividends on our common stock, diluting the voting power of our common stock, impairing the
liquidation rights of our common stock, or delaying or preventing a change in control of our company, all without further
action by our stockholders.
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We
are subject to the provisions of Section 203 of the General Corporation Law of the State of Delaware, an anti-takeover law. In
general, Section 203 prohibits a publicly held Delaware corporation from engaging in a “business combination” with
an “interested stockholder” for a period of three years after the date of the transaction in which the person became
an interested stockholder, unless the business combination is approved in the following prescribed manner:
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prior
to the time of the transaction, the board of directors of the corporation approved either the business combination or the
transaction which resulted in the stockholder becoming an interested stockholder;
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upon
completion of the transaction that resulted in the stockholder becoming an interested stockholder, the stockholder owned at
least 85% of the voting stock of the corporation outstanding at the time the transaction commenced, excluding for purposes
of determining the number of shares outstanding (1) shares owned by persons who are directors and also officers and (2) shares
owned by employee stock plans in which employee participants do not have the right to determine confidentially whether shares
held subject to the plan will be tendered in a tender or exchange offer; and
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at
or subsequent to the time of the transaction, the business combination is approved by the board and authorized at an annual
or special meeting of stockholders, and not by written consent, by the affirmative vote of at least 66 2/3% of the outstanding
voting stock which is not owned by the interested stockholder.
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Generally,
for purposes of Section 203, a “business combination” includes a merger, asset or stock sale, or other transaction
resulting in a financial benefit to the interested stockholder. An “interested stockholder” is a person who, together
with affiliates and associates, owns or, within three years prior to the determination of interested stockholder status, owned
15% or more of a corporation’s outstanding voting securities.
Stockholder
Action by Written Consent
Our
certificate of incorporation, as amended, specifically denies the ability of stockholders to take action by written consent of
the stockholders in lieu of a meeting.
Potential
Effects of Authorized but Unissued Stock
We
have shares of common stock and preferred stock available for future issuance without stockholder approval. We may utilize these
additional shares for a variety of corporate purposes, including future public offerings to raise additional capital, to facilitate
corporate acquisitions or payment as a dividend on the capital stock.
The
existence of unissued and unreserved common stock and preferred stock may enable our board of directors to issue shares to persons
friendly to current management or to issue preferred stock with terms that could render more difficult or discourage a third-party
attempt to obtain control of us by means of a merger, tender offer, proxy contest or otherwise, thereby protecting the continuity
of our management. In addition, the board of directors has the discretion to determine designations, rights, preferences, privileges
and restrictions, including voting rights, dividend rights, conversion rights, redemption privileges and liquidation preferences
of each series of preferred stock, all to the fullest extent permissible under the DGCL and subject to any limitations set forth
in our certificate of incorporation, as amended. The purpose of authorizing the board of directors to issue preferred stock and
to determine the rights and preferences applicable to such preferred stock is to eliminate delays associated with a stockholder
vote on specific issuances. The issuance of preferred stock, while providing desirable flexibility in connection with possible
financings, acquisitions and other corporate purposes, could have the effect of making it more difficult for a third party to
acquire, or could discourage a third party from acquiring, a majority of our outstanding voting stock.
DESCRIPTION
OF STOCK WARRANTS
We
summarize below some of the provisions that will apply to the warrants unless the applicable prospectus supplement provides otherwise.
This summary may not contain all information that is important to you. The complete terms of the warrants will be contained in
the applicable warrant certificate and warrant agreement. These documents have been or will be included or incorporated by reference
as exhibits to the registration statement of which this prospectus is a part. You should read the warrant certificate and the
warrant agreement. You should also read the prospectus supplement, which will contain additional information and which may update
or change some of the information below.
General
We
may issue, together with common or preferred stock as units or separately, warrants for the purchase of shares of our common or
preferred stock. The terms of each warrant will be discussed in the applicable prospectus supplement relating to the particular
series of warrants. The form(s) of certificate representing the warrants and/or the warrant agreement will be, in each case, filed
with the SEC as an exhibit to a document incorporated by reference in the registration statement of which this prospectus is a
part on or prior to the date of any prospectus supplement relating to an offering of the particular warrant. The following summary
of material provisions of the warrants and the warrant agreements are subject to, and qualified in their entirety by reference
to, all the provisions of the warrant agreement and warrant certificate applicable to a particular series of warrants.
The
prospectus supplement relating to any series of warrants that are offered by this prospectus will describe, among other things,
the following terms to the extent they are applicable to that series of warrants:
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the
procedures and conditions relating to the exercise of the warrants;
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the
number of shares of our common or preferred stock, if any, issued with the warrants;
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the
date, if any, on and after which the warrants and any related shares of our common or preferred stock will be separately transferable;
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the
offering price of the warrants, if any;
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the
number of shares of our common or preferred stock which may be purchased upon exercise of the warrants and the price or prices
at which the shares may be purchased upon exercise;
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the
date on which the right to exercise the warrants will begin and the date on which the right will expire;
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a
discussion of the material United States federal income tax considerations applicable to the exercise of the warrants;
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anti-dilution
provisions of the warrants, if any;
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call
provisions of the warrants, if any; and
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any
other material terms of the warrants.
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Each
warrant may entitle the holder to purchase for cash, or, in limited circumstances, by effecting a cashless exercise for, the number
of shares of our common or preferred stock at the exercise price that is described in the applicable prospectus supplement. Warrants
will be exercisable during the period of time described in the applicable prospectus supplement. After that period, unexercised
warrants will be void. Warrants may be exercised in the manner described in the applicable prospectus supplement.
A
holder of a warrant will not have any of the rights of a holder of our common or preferred stock before the stock is purchased
upon exercise of the warrant. Therefore, before a warrant is exercised, the holder of the warrant will not be entitled to receive
any dividend payments or exercise any voting or other rights associated with shares of our common or preferred stock which may
be purchased when the warrant is exercised.
Transfer
Agent and Registrar
The
transfer agent and registrar, if any, for any warrants will be set forth in the applicable prospectus supplement.
DESCRIPTION
OF DEBT SECURITIES
This
prospectus describes certain general terms and provisions of debt securities that we may offer. The debt securities may be issued
pursuant to, in the case of senior debt securities, a senior indenture, and in the case of subordinated debt securities, a subordinated
indenture, in each case in the forms filed as exhibits to this registration statement, which we refer to as the “indentures.”
The indentures will be entered into between us and a trustee to be named prior to the issuance of any debt securities, which we
refer to as the “trustee.” The indentures will not limit the amount of debt securities that can be issued thereunder
and will provide that the debt securities may be issued from time to time in one or more series pursuant to the terms of one or
more securities resolutions or supplemental indentures creating such series.
We
have summarized below the material provisions of the indentures and the debt securities or indicated which material provisions
will be described in the related prospectus supplement for any offering of debt securities. These descriptions are only summaries,
and you should refer to the relevant indenture for the particular offering of debt securities itself which will describe completely
the terms and definitions of the offered debt securities and contain additional information about the debt securities.
Terms
When
we offer to sell a particular series of debt securities, we will describe the specific terms of the securities in a prospectus
supplement. The prospectus supplement will set forth the following terms, as applicable, of the debt securities offered thereby:
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the
designation, aggregate principal amount, currency or composite currency and denominations;
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the
price at which such debt securities will be issued and, if an index formula or other method is used, the method for determining
amounts of principal or interest;
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the
maturity date and other dates, if any, on which principal will be payable;
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whether
or not the debt securities will be secured or unsecured, and the terms of any secured debt;
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whether
the debt securities rank as senior debt, senior subordinated debt, subordinated debt or any combination thereof, and the terms
of any subordination;
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the
interest rate (which may be fixed or variable), if any;
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the
date or dates from which interest will accrue and on which interest will be payable, and the record dates for the payment
of interest;
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the
manner of paying principal and interest;
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the
place or places where principal and interest will be payable;
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the
terms of any mandatory or optional redemption by us or any third party including any sinking fund;
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the
terms of any conversion or exchange;
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the
terms of any redemption at the option of holders or put by the holders;
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any
tax indemnity provisions;
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if
the debt securities provide that payments of principal or interest may be made in a currency other than that in which the
debt securities are denominated, the manner for determining such payments;
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the
portion of principal payable upon acceleration of a Discounted Debt Security (as defined below);
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whether
and upon what terms debt securities may be defeased;
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any
events of default or covenants in addition to or in lieu of those set forth in the indentures;
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provisions
for electronic issuance of debt securities or for the issuance of debt securities in uncertificated form; and
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any
additional provisions or other special terms not inconsistent with the provisions of the indentures, including any terms that
may be required or advisable under United States or other applicable laws or regulations, or advisable in connection with
the marketing of the debt securities.
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Debt
securities of any series may be issued as registered debt securities or uncertificated debt securities, in such denominations
as specified in the terms of the series.
Securities
may be issued under the indentures as Discounted Debt Securities to be offered and sold at a substantial discount from the principal
amount thereof. Special United States federal income tax and other considerations applicable thereto will be described in the
prospectus supplement relating to such Discounted Debt Securities. “Discounted Debt Security” means a security where
the amount of principal due upon acceleration is less than the stated principal amount.
We
are not obligated to issue all debt securities of one series at the same time and, unless otherwise provided in the prospectus
supplement, we may reopen a series, without the consent of the holders of the debt securities of that series, for the issuance
of additional debt securities of that series. Additional debt securities of a particular series will have the same terms and conditions
as outstanding debt securities of such series, except for the date of original issuance and the offering price, and will be consolidated
with, and form a single series with, such outstanding debt securities.
Ranking
The
senior debt securities will rank equally with all of our other senior and unsubordinated debt. Our secured debt, if any, will
be effectively senior to the senior debt securities to the extent of the value of the assets securing such debt. The subordinated
debt securities will be subordinate and junior in right of payment to all of our present and future senior indebtedness to the
extent and in the manner described in the prospectus supplement and as set forth in the board resolution, officer’s certificate
or supplemental indenture relating to such offering.
We
have only a stockholder’s claim on the assets of our subsidiaries. This stockholder’s claim is junior to the claims
that creditors of our subsidiaries have against our subsidiaries. Holders of our debt securities will be our creditors and not
creditors of any of our subsidiaries. As a result, all the existing and future liabilities of our subsidiaries, including any
claims of their creditors, will effectively be senior to the debt securities with respect to the assets of our subsidiaries. In
addition, to the extent that we issue any secured debt, the debt securities will be effectively subordinated to such secured debt
to the extent of the value of the assets securing such secured debt.
The
debt securities will be obligations exclusively of Corbus Pharmaceuticals Holdings, Inc. To the extent that our ability to service
our debt, including the debt securities, may be dependent upon the earnings of our subsidiaries, our ability to do so will be
dependent on the ability of our subsidiaries to distribute those earnings to us as dividends, loans or other payments.
Certain
Covenants
Any
covenants that may apply to a particular series of debt securities will be described in the prospectus supplement relating thereto.
Successor
Obligor
The
indentures will provide that, unless otherwise specified in the securities resolution or supplemental indenture establishing a
series of debt securities, we shall not consolidate with or merge into, or transfer all or substantially all of our assets to,
any person in any transaction in which we are not the survivor, unless:
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the
person is organized under the laws of the United States or a jurisdiction within the United States;
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the
person assumes by supplemental indenture all of our obligations under the relevant indenture, the debt securities and any
coupons;
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immediately
after the transaction no Default (as defined below) exists; and
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we
deliver to the trustee an officers’ certificate and opinion of counsel stating that the transaction complies with the
foregoing requirements and that all conditions precedent provided for in the indenture relating to the transaction have been
complied with.
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In
such event, the successor will be substituted for us, and thereafter all of our obligations under the relevant indenture, the
debt securities and any coupons will terminate.
The
indentures will provide that these limitations shall not apply if our board of directors makes a good faith determination that
the principal purpose of the transaction is to change our state of incorporation.
Exchange
of Debt Securities
Registered
debt securities may be exchanged for an equal aggregate principal amount of registered debt securities of the same series and
date of maturity in such authorized denominations as may be requested upon surrender of the registered debt securities at an agency
of the Company maintained for such purpose and upon fulfillment of all other requirements of such agent.
Default
and Remedies
Unless
the securities resolution or supplemental indenture establishing the series otherwise provides (in which event the prospectus
supplement will so state), an “Event of Default” with respect to a series of debt securities will occur if:
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we
default in any payment of interest on any debt securities of such series when the same becomes due and payable and the default
continues for a period of 30 days;
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(2)
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we
default in the payment of all or any part of the principal and premium, if any, of any debt securities of such series when
the same becomes due and payable at maturity or upon redemption, acceleration or otherwise and such default shall continue
for five or more days;
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(3)
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we
default in the performance of any of our other agreements applicable to the series and the default continues for 30 days after
the notice specified below;
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(4)
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a
court of competent jurisdiction enters an order or decree under any Bankruptcy Law (as defined below) that:
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(A)
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is
for relief against us in an involuntary case,
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(B)
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appoints
a Custodian (as defined below) for us or for any substantial part of our property, or
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(C)
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orders
the winding up or liquidation of us, and the order or decree remains unstayed and in effect for 90 days;
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(5)
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we,
pursuant to or within the meaning of any Bankruptcy Law:
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(A)
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commence
a voluntary case,
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(B)
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consent
to the entry of an order for relief against us in an involuntary case,
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(C)
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consent
to the appointment of a Custodian for us or for any substantial part of our property, or
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(D)
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make
a general assignment for the benefit of our creditors; or
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(6)
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there
occurs any other Event of Default provided for in such series.
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The
term “Bankruptcy Law” means Title 11 of the United States Code or any similar Federal or State law for the relief
of debtors. The term “Custodian” means any receiver, trustee, assignee, liquidator or a similar official under any
Bankruptcy Law.
“Default”
means any event which is, or after notice or passage of time would be, an Event of Default. A Default under subparagraph (3) above
is not an Event of Default until the trustee or the holders of at least 25% in principal amount of the series notify us of the
Default and we do not cure the Default within the time specified after receipt of the notice.
The
trustee may require indemnity satisfactory to it before it enforces the indentures or the debt securities of the series. Subject
to certain limitations, holders of a majority in principal amount of the debt securities of the series may direct the trustee
in its exercise of any trust or power with respect to such series. Except in the case of Default in payment on a series, the trustee
may withhold from securityholders of such series notice of any continuing Default if the trustee determines that withholding notice
is in the interest of such securityholders. We are required to furnish the trustee annually a brief certificate as to our compliance
with all conditions and covenants under the indentures.
The
indentures will not have cross-default provisions. Thus, a default by us on any other debt, including any other series of debt
securities, would not constitute an Event of Default.
Amendments
and Waivers
The
indentures and the debt securities or any coupons of the series may be amended, and any Default may be waived as follows:
Unless
the securities resolution or supplemental indenture otherwise provides (in which event the applicable prospectus supplement will
so state), the debt securities and the indentures may be amended with the consent of the holders of a majority in principal amount
of the debt securities of all series affected voting as one class. Unless the securities resolution or supplemental indenture
otherwise provides (in which event the applicable prospectus supplement will so state), a Default other than a Default in payment
on a particular series may be waived with the consent of the holders of a majority in principal amount of the debt securities
of the series. However, without the consent of each securityholder affected, no amendment or waiver may:
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change
the fixed maturity of or the time for payment of interest on any debt security;
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reduce
the principal, premium or interest payable with respect to any debt security;
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change
the place of payment of a debt security or the currency in which the principal or interest on a debt security is payable;
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change
the provisions for calculating any redemption or repurchase price with respect to any debt security;
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adversely
affect any holder’s right to receive payment of principal and interest or to institute suit for the enforcement of any
such payment;
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reduce
the amount of debt securities whose holders must consent to an amendment or waiver;
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make
any change that materially adversely affects the right to convert any debt security;
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waive
any Default in payment of principal of or interest on a debt security; or
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adversely
affect any holder’s rights with respect to redemption or repurchase of a debt security.
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Without
the consent of any securityholder, the indentures or the debt securities may be amended to:
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provide
for assumption of our obligations to securityholders in the event of a merger or consolidation requiring such assumption;
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cure
any ambiguity, omission, defect or inconsistency;
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conform
the terms of the debt securities to the description thereof in the prospectus and prospectus supplement offering such debt
securities;
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create
a series and establish its terms;
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provide
for the acceptance of appointment by a successor trustee or to facilitate the administration of the trusts by more than one
trustee;
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provide
for uncertificated or unregistered securities;
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make
any change that does not adversely affect the rights of any securityholder;
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add
to our covenants; or
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make
any other change to the indentures so long as no debt securities are outstanding.
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Conversion
Rights
Any
securities resolution or supplemental indenture establishing a series of debt securities may provide that the debt securities
of such series will be convertible at the option of the holders thereof into or for our common stock or other equity or debt instruments.
The securities resolution or supplemental indenture may establish, among other things, (1) the number or amount of shares of common
stock or other equity or debt instruments for which $1,000 aggregate principal amount of the debt securities of the series is
convertible, as may be adjusted pursuant to the terms of the relevant indenture and the securities resolution; and (2) provisions
for adjustments to the conversion rate and limitations upon exercise of the conversion right. The indentures provide that we will
not be required to make an adjustment in the conversion rate unless the adjustment would require a cumulative change of at least
1% in the conversion rate. However, we will carry forward any adjustments that are less than 1% of the conversion rate and take
them into account in any subsequent adjustment of the conversion rate.
Legal
Defeasance and Covenant Defeasance
Debt
securities of a series may be defeased in accordance with their terms and, unless the securities resolution or supplemental indenture
establishing the terms of the series otherwise provides, as set forth below. We at any time may terminate as to a series all of
our obligations (except for certain obligations, including obligations with respect to the defeasance trust and obligations to
register the transfer or exchange of a debt security, to replace destroyed, lost or stolen debt securities and coupons and to
maintain paying agencies in respect of the debt securities) with respect to the debt securities of the series and any related
coupons and the relevant indenture, which we refer to as legal defeasance. We at any time may terminate as to a series our obligations
with respect to any restrictive covenants which may be applicable to a particular series, which we refer to as covenant defeasance.
We
may exercise our legal defeasance option notwithstanding our prior exercise of our covenant defeasance option. If we exercise
our legal defeasance option, a series may not be accelerated because of an Event of Default. If we exercise our covenant defeasance
option, a series may not be accelerated by reference to any covenant which may be applicable to a series.
To
exercise either defeasance option as to a series, we must (1) irrevocably deposit in trust with the trustee (or another trustee)
money or U.S. Government Obligations (as defined below), deliver a certificate from a nationally recognized firm of independent
accountants expressing their opinion that the payments of principal and interest when due on the deposited U.S. Government Obligations,
without reinvestment, plus any deposited money without investment will provide cash at such times and in such amounts as will
be sufficient to pay the principal and interest when due on all debt securities of such series to maturity or redemption, as the
case may be; and (2) comply with certain other conditions. In particular, we must obtain an opinion of tax counsel that the defeasance
will not result in recognition of any gain or loss to holders for federal income tax purposes.
“U.S.
Government Obligations” means direct obligations of the United States or any agency or instrumentality of the United States,
the payment of which is unconditionally guaranteed by the United States, which, in either case, have the full faith and credit
of the United States pledged for payment and which are not callable at the issuer’s option, or certificates representing
an ownership interest in such obligations.
Regarding
the Trustee
Unless
otherwise indicated in a prospectus supplement, the trustee will also act as depository of funds, transfer agent, paying agent
and conversion agent, as applicable, with respect to the debt securities. In certain circumstances, we or the securityholders
may remove the trustee as the trustee under a given indenture. The indenture trustee may also provide additional unrelated services
to us as a depository of funds, registrar, trustee and similar services.
Governing
Law
The
indentures and the debt securities will be governed by New York law, except to the extent that the Trust Indenture Act of 1939
is applicable.
DESCRIPTION
OF SUBSCRIPTION RIGHTS
We
may issue subscription rights to purchase our common stock or debt securities. These subscription rights may be offered independently
or together with any other security offered hereby and may or may not be transferable by the stockholder receiving the subscription
rights in such offering. In connection with any offering of subscription rights, we may enter into a standby arrangement with
one or more underwriters or other purchasers pursuant to which the underwriters or other purchasers may be required to purchase
any securities remaining unsubscribed for after such offering.
The
prospectus supplement relating to any subscription rights we offer, if any, will, to the extent applicable, include specific terms
relating to the offering, including some or all of the following:
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the
price, if any, for the subscription rights;
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the
exercise price payable for our common stock or debt securities upon the exercise of the subscription rights;
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the
number of subscription rights to be issued to each stockholder;
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the
number and terms of our common stock or debt securities which may be purchased per each subscription right;
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the
extent to which the subscription rights are transferable;
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any
other terms of the subscription rights, including the terms, procedures and limitations relating to the exchange and exercise
of the subscription rights;
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the
date on which the right to exercise the subscription rights shall commence, and the date on which the subscription rights
shall expire;
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the
extent to which the subscription rights may include an over-subscription privilege with respect to unsubscribed securities
or an over-allotment privilege to the extent the securities are fully subscribed; and
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if
applicable, the material terms of any standby underwriting or purchase arrangement which may be entered into by us in connection
with the offering of subscription rights.
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DESCRIPTION
OF UNITS
We
may issue units comprised of one or more of the other securities described in this prospectus in any combination. Each unit will
be issued so that the holder of the unit is also the holder of each security included in the unit. Thus, the holder of a unit
will have the rights and obligations of a holder of each included security (but, to the extent convertible securities are included
in the units, the holder of the units will be deemed the holder of the convertible securities and not the holder of the underlying
securities). The unit agreement under which a unit is issued, if any, may provide that the securities included in the unit may
not be held or transferred separately, at any time or at any time before a specified date. The applicable prospectus supplement
may describe:
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the
designation and terms of the units and of the securities comprising the units, including whether and under what circumstances
those securities may be held or transferred separately;
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any
provisions for the issuance, payment, settlement, transfer or exchange of the units or of the securities comprising the units;
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the
terms of the unit agreement governing the units;
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United
States federal income tax considerations relevant to the units; and
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whether
the units will be issued in fully registered global form.
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This
summary of certain general terms of units and any summary description of units in the applicable prospectus supplement do not
purport to be complete and are qualified in their entirety by reference to all provisions of the applicable unit agreement and,
if applicable, collateral arrangements and depositary arrangements relating to such units. The forms of the unit agreements and
other documents relating to a particular issue of units will be filed with the SEC each time we issue units, and you should read
those documents for provisions that may be important to you.
FORMS
OF SECURITIES
Each
debt security and, to the extent applicable, warrant, subscription right and unit, will be represented either by a certificate
issued in definitive form to a particular investor or by one or more global securities representing the entire issuance of securities.
Certificated securities in definitive form and global securities will be issued in registered form. Definitive securities name
you or your nominee as the owner of the security, and in order to transfer or exchange these securities or to receive payments
other than interest or other interim payments, you or your nominee must physically deliver the securities to the trustee, registrar,
paying agent or other agent, as applicable. Global securities name a depositary or its nominee as the owner of the debt securities
or warrants represented by these global securities. The depositary maintains a computerized system that will reflect each investor’s
beneficial ownership of the securities through an account maintained by the investor with its broker/dealer, bank, trust company
or other representative, as we explain more fully below.
Global
Securities
Registered
Global Securities. We may issue the registered debt securities and, to the extent applicable, warrants, subscription rights
and units, in the form of one or more fully registered global securities that will be deposited with a depositary or its nominee
identified in the applicable prospectus supplement and registered in the name of that depositary or nominee. In those cases, one
or more registered global securities will be issued in a denomination or aggregate denominations equal to the portion of the aggregate
principal or face amount of the securities to be represented by registered global securities. Unless and until it is exchanged
in whole for securities in definitive registered form, a registered global security may not be transferred except as a whole by
and among the depositary for the registered global security, the nominees of the depositary or any successors of the depositary
or those nominees.
If
not described below, any specific terms of the depositary arrangement with respect to any securities to be represented by a registered
global security will be described in the prospectus supplement relating to those securities. We anticipate that the following
provisions will apply to all depositary arrangements.
Ownership
of beneficial interests in a registered global security will be limited to persons, called participants, that have accounts with
the depositary or persons that may hold interests through participants. Upon the issuance of a registered global security, the
depositary will credit, on its book-entry registration and transfer system, the participants’ accounts with the respective
principal or face amounts of the securities beneficially owned by the participants. Any dealers, underwriters or agents participating
in the distribution of the securities will designate the accounts to be credited. Ownership of beneficial interests in a registered
global security will be shown on, and the transfer of ownership interests will be effected only through, records maintained by
the depositary, with respect to interests of participants, and on the records of participants, with respect to interests of persons
holding through participants. The laws of some states may require that some purchasers of securities take physical delivery of
these securities in definitive form. These laws may impair your ability to own, transfer or pledge beneficial interests in registered
global securities.
So
long as the depositary, or its nominee, is the registered owner of a registered global security, that depositary or its nominee,
as the case may be, will be considered the sole owner or holder of the securities represented by the registered global security
for all purposes under the applicable indenture or warrant agreement. Except as described below, owners of beneficial interests
in a registered global security will not be entitled to have the securities represented by the registered global security registered
in their names, will not receive or be entitled to receive physical delivery of the securities in definitive form and will not
be considered the owners or holders of the securities under the applicable indenture or warrant agreement. Accordingly, each person
owning a beneficial interest in a registered global security must rely on the procedures of the depositary for that registered
global security and, if that person is not a participant, on the procedures of the participant through which the person owns its
interest, to exercise any rights of a holder under the applicable indenture or warrant agreement. We understand that under existing
industry practices, if we request any action of holders or if an owner of a beneficial interest in a registered global security
desires to give or take any action that a holder is entitled to give or take under the applicable indenture or warrant agreement,
the depositary for the registered global security would authorize the participants holding the relevant beneficial interests to
give or take that action, and the participants would authorize beneficial owners owning through them to give or take that action
or would otherwise act upon the instructions of beneficial owners holding through them.
Principal,
premium, if any, interest payments on debt securities and any payments to holders with respect to warrants represented by a registered
global security registered in the name of a depositary or its nominee will be made to the depositary or its nominee, as the case
may be, as the registered owner of the registered global security. None of the Company, the trustees, the warrant agents or any
other agent of the Company, the trustees or the warrant agents will have any responsibility or liability for any aspect of the
records relating to payments made on account of beneficial ownership interests in the registered global security or for maintaining,
supervising or reviewing any records relating to those beneficial ownership interests.
We
expect that the depositary for any of the securities represented by a registered global security, upon receipt of any payment
of principal, premium, interest or other distribution of underlying securities or other property to holders on that registered
global security, will immediately credit participants’ accounts in amounts proportionate to their respective beneficial
interests in that registered global security as shown on the records of the depositary. We also expect that payments by participants
to owners of beneficial interests in a registered global security held through participants will be governed by standing customer
instructions and customary practices, as is now the case with the securities held for the accounts of customers in bearer form
or registered in “street name,” and will be the responsibility of those participants.
If
the depositary for any of these securities represented by a registered global security is at any time unwilling or unable to continue
as depositary or ceases to be a clearing agency registered under the Securities Exchange Act of 1934, as amended, or the Exchange
Act, and a successor depositary registered as a clearing agency under the Exchange Act is not appointed by us within 90 days,
we will issue securities in definitive form in exchange for the registered global security that had been held by the depositary.
Any securities issued in definitive form in exchange for a registered global security will be registered in the name or names
that the depositary gives to the relevant trustee or warrant agent or other relevant agent of ours or theirs. It is expected that
the depositary’s instructions will be based upon directions received by the depositary from participants with respect to
ownership of beneficial interests in the registered global security that had been held by the depositary.
PLAN
OF DISTRIBUTION
Initial
Offering and Sale of Securities
Unless
otherwise set forth in a prospectus supplement accompanying this prospectus, we may sell the securities being offered hereby,
from time to time, by one or more of the following methods:
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to
or through underwriting syndicates represented by managing underwriters;
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through
one or more underwriters without a syndicate for them to offer and sell to the public;
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through
dealers or agents; and
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to
investors directly in negotiated sales or in competitively bid transactions.
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Offerings
of securities covered by this prospectus also may be made into an existing trading market for those securities in transactions
at other than a fixed price, either:
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on
or through the facilities of the Nasdaq Global Market or any other securities exchange or quotation or trading service on
which those securities may be listed, quoted, or traded at the time of sale; and/or
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to
or through a market maker other than on the securities exchanges or quotation or trading services set forth above.
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Those
at-the-market offerings, if any, will be conducted by underwriters acting as principal or agent of the Company, who may also be
third-party sellers of securities as described above. The prospectus supplement with respect to the offered securities will set
forth the terms of the offering of the offered securities, including:
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the
name or names of any underwriters, dealers or agents;
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the
purchase price of the offered securities and the proceeds to us from such sale;
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any
underwriting discounts and commissions or agency fees and other items constituting underwriters’ or agents’ compensation;
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any
initial public offering price and any discounts or concessions allowed or reallowed or paid to dealers;
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any
securities exchange on which such offered securities may be listed; and
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any
underwriter, agent or dealer involved in the offer and sale of any series of the securities.
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The
distribution of the securities may be effected from time to time in one or more transactions:
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at
fixed prices, which may be changed;
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at
market prices prevailing at the time of the sale;
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at
varying prices determined at the time of sale; or
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at
negotiated prices.
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Each
prospectus supplement will set forth the manner and terms of an offering of securities including:
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whether
that offering is being made to underwriters, through agents or directly to the public;
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the
rules and procedures for any auction or bidding process, if used;
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the
securities’ purchase price or initial public offering price; and
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the
proceeds we anticipate from the sale of the securities, if any.
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In
addition, we may enter into derivative or hedging transactions with third parties, or sell securities not covered by this prospectus
to third parties in privately negotiated transactions. The applicable prospectus supplement may indicate, in connection with such
a transaction, that the third parties may sell securities covered by and pursuant to this prospectus and an applicable prospectus
supplement. If so, the third party may use securities pledged by us or borrowed from us or others to settle such sales and may
use securities received from us to close out any related short positions. We may also loan or pledge securities covered by this
prospectus and an applicable prospectus supplement to third parties, who may sell the loaned securities or, in an event of default
in the case of a pledge, sell the pledged securities pursuant to this prospectus and the applicable prospectus supplement.
Sales
Through Underwriters
If
underwriters are used in the sale of some or all of the securities covered by this prospectus, the underwriters will acquire the
securities for their own account. The underwriters may resell the securities, either directly to the public or to securities dealers,
at various times in one or more transactions, including negotiated transactions, at a fixed public offering price or at varying
prices determined at the time of sale. The obligations of the underwriters to purchase the securities will be subject to certain
conditions. Unless indicated otherwise in a prospectus supplement, the underwriters will be obligated to purchase all the securities
of the series offered if any of the securities are purchased.
Any
initial public offering price and any concessions allowed or reallowed to dealers may be changed intermittently.
Sales
Through Agents
Unless
otherwise indicated in the applicable prospectus supplement, when securities are sold through an agent, the designated agent will
agree, for the period of its appointment as agent, to use specified efforts to sell the securities for our account and will receive
commissions from us as will be set forth in the applicable prospectus supplement.
Securities
bought in accordance with a redemption or repayment under their terms also may be offered and sold, if so indicated in the applicable
prospectus supplement, in connection with a remarketing by one or more firms acting as principals for their own accounts or as
agents for us. Any remarketing firm will be identified and the terms of its agreement, if any, with us and its compensation will
be described in the prospectus supplement. Remarketing firms may be deemed to be underwriters in connection with the securities
remarketed by them.
If
so indicated in the applicable prospectus supplement, we may authorize agents, underwriters or dealers to solicit offers by certain
specified institutions to purchase securities at a price set forth in the prospectus supplement pursuant to delayed delivery contracts
providing for payment and delivery on a future date specified in the prospectus supplement. These contracts will be subject only
to those conditions set forth in the applicable prospectus supplement, and the prospectus supplement will set forth the commissions
payable for solicitation of these contracts.
Direct
Sales
We
may also sell offered securities directly to institutional investors or others. In this case, no underwriters or agents would
be involved. The terms of such sales will be described in the applicable prospectus supplement.
General
Information
Broker-dealers,
agents or underwriters may receive compensation in the form of discounts, concessions or commissions from us and/or the purchasers
of securities for whom such broker-dealers, agents or underwriters may act as agents or to whom they sell as principal, or both.
This compensation to a particular broker-dealer might be in excess of customary commissions.
Underwriters,
dealers and agents that participate in any distribution of the offered securities may be deemed “underwriters” within
the meaning of the Securities Act of 1933, as amended, or the Securities Act, so any discounts or commissions they receive in
connection with the distribution may be deemed to be underwriting compensation. Those underwriters and agents may be entitled,
under their agreements with us, to indemnification by us against certain civil liabilities, including liabilities under the Securities
Act, or to contribution by us to payments that they may be required to make in respect of those civil liabilities. Certain of
those underwriters or agents may be customers of, engage in transactions with, or perform services for, us or our affiliates in
the ordinary course of business. We will identify any underwriters or agents, and describe their compensation, in a prospectus
supplement. Any institutional investors or others that purchase offered securities directly, and then resell the securities, may
be deemed to be underwriters, and any discounts or commissions received by them from us and any profit on the resale of the securities
by them may be deemed to be underwriting discounts and commissions under the Securities Act.
We
will file a supplement to this prospectus, if required, pursuant to Rule 424(b) under the Securities Act, if we enter into any
material arrangement with a broker, dealer, agent or underwriter for the sale of securities through a block trade, special offering,
exchange distribution or secondary distribution or a purchase by a broker or dealer. Such prospectus supplement will disclose:
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the
name of any participating broker, dealer, agent or underwriter;
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the
number and type of securities involved;
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the
price at which such securities were sold;
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any
securities exchanges on which such securities may be listed;
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the
commissions paid or discounts or concessions allowed to any such broker, dealer, agent or underwriter, where applicable; and
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other
facts material to the transaction.
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In
order to facilitate the offering of certain securities under this prospectus or an applicable prospectus supplement, certain persons
participating in the offering of those securities may engage in transactions that stabilize, maintain or otherwise affect the
price of those securities during and after the offering of those securities. Specifically, if the applicable prospectus supplement
permits, the underwriters of those securities may over-allot or otherwise create a short position in those securities for their
own account by selling more of those securities than have been sold to them by us and may elect to cover any such short position
by purchasing those securities in the open market.
In
addition, the underwriters may stabilize or maintain the price of those securities by bidding for or purchasing those securities
in the open market and may impose penalty bids, under which selling concessions allowed to syndicate members or other broker-dealers
participating in the offering are reclaimed if securities previously distributed in the offering are repurchased in connection
with stabilization transactions or otherwise. The effect of these transactions may be to stabilize or maintain the market price
of the securities at a level above that which might otherwise prevail in the open market. The imposition of a penalty bid may
also affect the price of securities to the extent that it discourages resales of the securities. No representation is made as
to the magnitude or effect of any such stabilization or other transactions. Such transactions, if commenced, may be discontinued
at any time.
In
order to comply with the securities laws of certain states, if applicable, the securities must be sold in such jurisdictions only
through registered or licensed brokers or dealers. In addition, in certain states the securities may not be sold unless they have
been registered or qualified for sale in the applicable state or an exemption from the registration or qualification requirement
is available and is complied with.
Rule
15c6-1 under the Exchange Act generally requires that trades in the secondary market settle in two business days, unless the parties
to any such trade expressly agree otherwise. Your prospectus supplement may provide that the original issue date for your securities
may be more than two scheduled business days after the trade date for your securities. Accordingly, in such a case, if you wish
to trade securities on any date prior to the second business day before the original issue date for your securities, you will
be required, by virtue of the fact that your securities initially are expected to settle in more than two scheduled business days
after the trade date for your securities, to make alternative settlement arrangements to prevent a failed settlement.
This
prospectus, any applicable prospectus supplement and any applicable pricing supplement in electronic format may be made available
on the Internet sites of, or through other online services maintained by, us and/or one or more of the agents and/or dealers participating
in an offering of securities, or by their affiliates. In those cases, prospective investors may be able to view offering terms
online and, depending upon the particular agent or dealer, prospective investors may be allowed to place orders online.
Other
than this prospectus, any applicable prospectus supplement and any applicable pricing supplement in electronic format, the information
on our website or the website of any agent or dealer, and any information contained in any other website maintained by any agent
or dealer:
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is
not part of this prospectus, any applicable prospectus supplement or any applicable pricing supplement or the registration
statement of which they form a part;
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has
not been approved or endorsed by us or by any agent or dealer in its capacity as an agent or dealer, except, in each case,
with respect to the respective website maintained by such entity; and
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should
not be relied upon by investors.
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There
can be no assurance that we will sell all or any of the securities offered by this prospectus.
This
prospectus may also be used in connection with any issuance of common stock or preferred stock upon exercise of a warrant if such
issuance is not exempt from the registration requirements of the Securities Act.
In
addition, we may issue the securities as a dividend or distribution or in a subscription rights offering to our existing securityholders.
In some cases, we or dealers acting with us or on our behalf may also purchase securities and reoffer them to the public by one
or more of the methods described above. This prospectus may be used in connection with any offering of our securities through
any of these methods or other methods described in the applicable prospectus supplement.
LEGAL
MATTERS
Unless
otherwise indicated in the applicable prospectus supplement, the validity of the securities offered hereby will be passed upon
for us by Lowenstein Sandler LLP, New York, New York. If the validity of the securities offered hereby in connection with offerings
made pursuant to this prospectus are passed upon by counsel for the underwriters, dealers or agents, if any, such counsel will
be named in the prospectus supplement relating to such offering.
EXPERTS
The
consolidated balance sheets of Corbus Pharmaceuticals Holdings, Inc. and Subsidiaries as of December 31, 2019 and 2018 and the
related consolidated statements of operations, stockholders’ equity and cash flows for each of the years then ended, have
been audited by EisnerAmper LLP, an independent registered public accounting firm as stated in their reports, which are incorporated
herein by reference, which reports (1) express an unqualified opinion on the financial statements, and (2) express an adverse
opinion on the effectiveness of internal control over financial reporting. Such consolidated financial statements have been incorporated
herein by reference in reliance on the reports of such firm, given upon their authority as experts in auditing and accounting.
DISCLOSURE
OF COMMISSION POSITION
ON INDEMNIFICATION FOR SECURITIES ACT LIABILITIES
Section
145 of the DGCL provides that we may indemnify any person who was or is a party or is threatened to be made a party to any threatened,
pending or completed action, suit or proceeding, whether civil, criminal or investigative (other than an action by us or in our
right) by reason of the fact that he is or was our director, officer, employee or agent, or is or was serving at our request as
a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against
expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by
him or her in connection with such action, suit or proceeding if he acted in good faith and in a manner he or she reasonably believed
to be in or not opposed to our best interests, and, with respect to any criminal action or proceeding, had no reasonable cause
to believe his or her conduct was unlawful. Section 145 further provides that we similarly may indemnify any such person serving
in any such capacity who was or is a party or is threatened to be made a party to any threatened, pending or completed action
or suit by is or in our right to procure judgment in our favor, against expenses actually and reasonably incurred in connection
with the defense or settlement of such action or suit if he or she acted in good faith and in a manner he reasonably believed
to be in or not opposed to our best interests and except that no indemnification shall be made in respect of any claim, issue
or matter as to which such person shall have been adjudged to be liable to us unless and only to the extent that the Delaware
Court of Chancery or such other court in which such action or suit was brought shall determine upon application that, despite
the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled
to indemnity for such expenses which the Court of Chancery or such other court shall deem proper.
Our
certificate of incorporation, as amended, limits the liability of our directors to the fullest extent permitted by Delaware law.
In addition, we have entered into indemnification agreements with certain of our directors and officers whereby we have agreed
to indemnify those directors and officers to the fullest extent permitted by law, including indemnification against expenses and
liabilities incurred in legal proceedings to which the director or officer was, or is threatened to be made, a party by reason
of the fact that such director or officer is or was a director, officer, employee or agent of the Company, provided that such
director or officer acted in good faith and in a manner that the director or officer reasonably believed to be in, or not opposed
to, the best interests of the Company.
We
have director and officer liability insurance to cover liabilities our directors and officers may incur in connection with their
services to us, including matters arising under the Securities Act. Our certificate of incorporation and bylaws also provide that
we will indemnify our directors and officers who, by reason of the fact that he or she is one of our officers or directors of
our company, is involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative, related
to their board role with the company.
Insofar
as indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers and controlling
persons pursuant to the foregoing provisions, or otherwise, we have been advised that in the opinion of the SEC such indemnification
is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, we will, unless in the opinion of our counsel the matter
has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification
by us is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.
ADDITIONAL
INFORMATION
This
prospectus is part of a Registration Statement on Form S-3 that we have filed with the SEC relating to the shares of our securities
being offered hereby. This prospectus does not contain all of the information in the Registration Statement and its exhibits.
The Registration Statement, its exhibits and the documents incorporated by reference in this prospectus and their exhibits, all
contain information that is material to the offering of the securities hereby. Whenever a reference is made in this prospectus
to any of our contracts or other documents, the reference may not be complete. You should refer to the exhibits that are a part
of the Registration Statement in order to review a copy of the contract or documents. The Registration Statement and the exhibits
are available at the SEC’s Public Reference Room or through its website.
We
file annual, quarterly and current reports, proxy statements and other information with the SEC. The SEC maintains an Internet
site at http://www.sec.gov that contains reports, proxy and information statements, and other information regarding issuers, such
as us, that file electronically with the SEC. Additionally, you may access our filings with the SEC through our website at http://www.corbuspharma.com.
We have included our website address as an inactive textual reference only and our website and the information contained on, or
that can be accessed through, our website will not be deemed to be incorporated by reference in, and are not considered part of,
this prospectus.
We
will provide you without charge, upon your oral or written request, with an electronic or paper copy of any or all reports, proxy
statements and other documents we file with the SEC, as well as any or all of the documents incorporated by reference in this
prospectus (other than exhibits to such documents unless such exhibits are specifically incorporated by reference into such documents).
Requests for such copies should be directed to:
Corbus
Pharmaceuticals Holdings, Inc.
500
River Ridge Drive
Norwood,
MA 02062
Telephone
number: (617) 963-0100
You
should rely only on the information in this prospectus and the additional information described above and under the heading “Incorporation
of Certain Information by Reference” below. We have not authorized any other person to provide you with different information.
If anyone provides you with different or inconsistent information, you should not rely upon it. We are not making an offer to
sell these securities in any jurisdiction where such offer or sale is not permitted. You should assume that the information in
this prospectus was accurate on the date of the front cover of this prospectus only. Our business, financial condition, results
of operations and prospects may have changed since that date.
INCORPORATION
OF CERTAIN INFORMATION BY REFERENCE
The
SEC allows us to “incorporate by reference” information that we file with it into this prospectus, which means that
we can disclose important information to you by referring you to those documents. The information incorporated by reference is
an important part of this prospectus. The information incorporated by reference is considered to be a part of this prospectus,
and information that we file later with the SEC will automatically update and supersede information contained in this prospectus
and any accompanying prospectus supplement.
We
incorporate by reference the documents listed below that we have previously filed with the SEC:
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Our
Annual Report on Form 10-K for the year ended December 31, 2019, filed with the SEC on March 16, 2020;
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our
Current Reports on Form 8-K filed with the SEC on February 7, 2020, March 10, 2020 and April 1, 2020 (other than any portions
thereof deemed furnished and not filed); and
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the
description of our common stock, par value $0.0001 per share, contained in our Form 8-A filed on April 14, 2015, including
any amendment or report filed for the purpose of updating such description.
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All
reports and other documents that we file with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date
of this prospectus but before the termination of the offering of the securities hereunder will also be considered to be incorporated
by reference into this prospectus from the date of the filing of these reports and documents, and will supersede the information
herein; provided, however, that all reports, exhibits and other information that we “furnish” to the SEC will not
be considered incorporated by reference into this prospectus. We undertake to provide without charge to each person (including
any beneficial owner) who receives a copy of this prospectus, upon written or oral request, a copy of all of the preceding documents
that are incorporated by reference (other than exhibits, unless the exhibits are specifically incorporated by reference into these
documents). You may request a copy of these materials in the manner set forth under the heading “Additional Information,”
above.
$200,000,000
Common
Stock
Preferred
Stock
Warrants
Debt
Securities
Subscription
Rights
Units
PROSPECTUS
, 2020
The
information contained in this prospectus is not complete and may be changed. A registration statement relating to these securities
has been filed with the Securities and Exchange Commission. These securities may not be sold until the registration statement
is declared effective. This prospectus is not an offer to sell these securities, and is not soliciting an offer to buy these securities,
nor shall there be any sale of these securities, in any state or jurisdiction where such offer, solicitation or sale is not permitted
or would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.
Subject
to completion, dated April 7, 2020
PROSPECTUS
Up
to $75,000,000
Common
Stock
We
have entered into a Open Market Sale AgreementSM, or sale agreement, with Jefferies LLC relating to shares
of our common stock offered by this prospectus. In accordance with the terms of the sale agreement, we may offer and sell shares
of our common stock having an aggregate offering price of up to $75,000,000 million from time to time through Jefferies LLC,
acting as sales agent.
Our
common stock is listed on the Nasdaq Global Market under the symbol “CRBP.” On April 6, 2020, the last reported
sales price of our common stock on the Nasdaq Global Market was $5.19 per share.
Investing
in our common stock involves risks. Before buying any shares, you should read the discussion of material risks of investing in
our common stock in “Risk Factors” beginning on page 5 of this prospectus and in the documents incorporated by reference
in this prospectus.
Neither
the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or
determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
Upon
delivery of a placement notice, and subject to our instructions in that notice and the terms and conditions of the sale agreement
generally, Jefferies LLC may sell our common stock by any method permitted by law deemed to be an “at the market offering”
as defined by Rule 415(a)(4) promulgated under the Securities Act of 1933, as amended, or the Securities Act. Jefferies LLC is
not required to sell any specific number or dollar amount of securities, but will act as a sales agent using commercially reasonable
efforts consistent with its normal trading and sales practices, on mutually agreed terms between Jefferies LLC and us. There is
no arrangement for funds to be received in any escrow, trust or similar arrangement.
Jefferies
LLC will be entitled to compensation at a fixed commission rate equal to 3% of the gross sales price per share sold. In connection
with the sale of our common stock on our behalf, Jefferies LLC will be deemed to be an “underwriter” within the meaning
of the Securities Act and the compensation of Jefferies LLC will be deemed to be underwriting commissions or discounts. See “Plan
of Distribution” beginning on page 12 for additional information regarding the compensation to be paid to Jefferies
LLC.
The
date of this prospectus is , 2020.
TABLE
OF CONTENTS
ABOUT
THIS PROSPECTUS
This
prospectus is part of registration statement on Form S-3 that we have filed with the Securities and Exchange Commission, or the
SEC, using a “shelf” registration process. Under the shelf registration process, we may offer shares of our common
stock having an aggregate offering price of up to $75,000,000 from time to time under this prospectus at prices and on terms
to be determined by market conditions at the time of the offering.
We
provide information to you about this offering of shares of our common stock in this at the market sale agreement prospectus,
which describes the specific terms of this offering of common stock. To the extent there is a conflict between the information
contained in this at the market sale agreement prospectus, on the one hand, and the information contained in any document incorporated
by reference that was filed with the SEC before the date of this prospectus, on the other hand, you should rely on the information
in this at the market sale agreement prospectus. If any statement in one of these documents is inconsistent with a statement
in another document having a later date — for example, a document incorporated by reference in this prospectus — the
statement in the document having the later date modifies or supersedes the earlier statement.
We
have not authorized anyone to provide you with information different from or inconsistent with the information contained in or
incorporated by reference in this prospectus. We take no responsibility for, and can provide no assurance as to the reliability
of, any other information that others may give you. You should assume that the information appearing in this prospectus and the
documents incorporated by reference in this prospectus is accurate only as of the date of those respective documents, regardless
of the time of delivery of those respective documents. Our business, financial condition, results of operations and prospects
may have changed since those dates. You should read this prospectus and the documents incorporated by reference in this prospectus
in their entirety before making an investment decision. You should also read and consider the information in the documents to
which we have referred you in the sections of this prospectus entitled “Additional Information” and “Incorporation
of Certain Information by Reference.”
We
are offering to sell, and seeking offers to buy, shares of our common stock only in jurisdictions where offers and sales are permitted.
The distribution of this prospectus and the offering of our common stock in certain jurisdictions may be restricted by law. Persons
outside the United States who come into possession of this prospectus must inform themselves about, and observe any restrictions
relating to, the offering of our common stock and the distribution of this prospectus outside the United States. This prospectus
does not constitute, and may not be used in connection with, an offer to sell, or a solicitation of an offer to buy, any securities
offered by this prospectus by any person in any jurisdiction in which it is unlawful for such person to make such an offer or
solicitation.
All
references in this prospectus to “Corbus,” the “Company,” “we,” “us,” or “our”
mean Corbus Pharmaceuticals Holdings, Inc. and its subsidiaries unless we state otherwise or the context otherwise indicates.
This prospectus and the information incorporated herein by reference contain references to trademarks, service marks and trade
names owned by us or other companies. Solely for convenience, trademarks, service marks and trade names referred to in this prospectus
and the information incorporated herein, including logos, artwork, and other visual displays, may appear without the ®
or ™ symbols, but such references are not intended to indicate, in any way, that we will not assert, to the fullest
extent under applicable law, our rights or the rights of the applicable licensor to these trademarks, service marks and trade
names. We do not intend our use or display of other companies’ trade names, service marks or trademarks to imply a relationship
with, or endorsement or sponsorship of us by, any other companies. Other trademarks, trade names and service marks appearing in
this prospectus are the property of their respective owners.
SUMMARY
This
summary highlights selected information about us and this common stock offering. This summary is not complete and may not contain
all of the information that is important to you. We encourage you to read this prospectus, including the information under the
caption “Risk Factors” and the information we incorporate by reference, in its entirety.
Overview
We
are a Phase 3, clinical-stage pharmaceutical company focused on the development and commercialization of novel therapeutics to
treat chronic and serious inflammatory and fibrotic diseases with clear unmet medical needs by targeting the human endocannabinoid
system, or ECS. We are developing a pipeline of cannabinoid drug candidates which are rationally designed, synthetic, small molecule
drugs which target the ECS to treat inflammatory and fibrotic diseases. Our focus on the ECS is backed by an ever-expanding body
of knowledge on the biology of the ECS and its role as being a master regulator of inflammation and fibrosis. Our lead investigational
drug candidate, lenabasum, is a novel, synthetic, oral, cannabinoid type 2, or CB2, agonist designed to resolve chronic inflammation,
limit fibrosis and support tissue repair. We are currently developing lenabasum to treat four life threatening diseases: systemic
sclerosis, or SSc, dermatomyositis, or DM, cystic fibrosis, or CF, and systemic lupus erythematosus, or SLE. In addition, we are
developing a pipeline of experimental drug candidates from our library of novel compounds targeting the ECS. Our pipeline also
includes CRB-4001, a second generation, peripherally restricted cannabinoid receptor type 1, or CB1, inverse agonist designed
to treat organ specific fibrotic liver diseases, such as nonalcoholic steatohepatitis, or NASH.
Lenabasum
selectively binds to CB2 in the periphery, which is preferentially expressed on activated immune cells, fibroblasts and other
cell types, including muscle and bone cells. Lenabasum stimulates the production of Specialized Pro-Resolving Lipid Mediators,
or SPMs, that act to resolve inflammation and halt fibrosis without immunosuppression by activating endogenous pathways. These
pathways are activated in healthy individuals during the course of normal immune responses but are dysfunctional in patients with
chronic inflammatory and fibrotic diseases. By its binding to CB2, lenabasum drives innate immune responses from the activation
phase into the resolution phase. CB2 plays a central role in modulating and resolving inflammation by, in effect, turning heightened
inflammation “off” and restoring homeostasis. This has been demonstrated in animal models lacking CB2 as well as humans
with genetic polymorphism in the CB2 gene, as these exhibit excessive inflammation and fibrosis in response to activators of the
innate immune system.
Lenabasum
is currently being evaluated in a Phase 3 SSc study that has completed the enrollment of 365 patients with top-line data expected
to be reported in the summer of 2020, a Phase 2b CF study that has completed the enrollment of 426 patients with top-line data
expected in the summer of 2020, and a Phase 3 study in DM that is expected to enroll 150 patients. In addition, we are conducting
a Phase 2 SLE study funded by a grant through the National Institutes of Health, or NIH, that is expected to enroll 100 patients.
Open-label extension studies are ongoing in SSc and DM for patients who completed the Phase 2 studies and Phase 3 studies in these
indications. Lenabasum has generated positive clinical data in three consecutive Phase 2 studies in diffuse cutaneous SSc, CF
and skin-predominant DM. Lenabasum has demonstrated acceptable safety and tolerability profiles in clinical studies to date.
The
U.S. Food and Drug Administration, or FDA, has granted lenabasum Orphan Drug Designation as well as Fast Track Status for SSc
and CF, and Orphan Drug Designation for DM. The European Medicines Authority, or EMA, has granted lenabasum Orphan Drug Designation
for SSc, CF and DM.
Since
our inception, we have devoted substantially all of our efforts to business planning, research and development, recruiting management
and technical staff, acquiring operating assets and raising capital. Our research and development activities have included conducting
preclinical studies, developing manufacturing methods and the manufacturing of our drug lenabasum for clinical trials and conducting
clinical studies in patients. Two of the four clinical programs for lenabasum are being supported by non -dilutive awards and
grants. The NIH has funded the majority of the clinical development costs for the DM Phase 2 clinical trial and is funding the
SLE Phase 2 clinical trials. In cystic fibrosis, the Phase 2b clinical trial is being supported by a 2018 award from the Cystic
Fibrosis Foundation, or CFF, of up to $25 million, and the Phase 2 clinical trial was partially funded by a $5 million award from
the Cystic Fibrosis Foundation Therapeutics, Inc., a non-profit drug discovery and development affiliate of the CFF.
In
September 2018, we acquired an exclusive worldwide license to develop, manufacture and market drug candidates from more than 600
compounds, targeting the endocannabinoid system from Jenrin Discovery LLC, or Jenrin. The pipeline includes CRB-4001, our peripherally-restricted,
CB1 inverse agonist targeting liver, lung, heart and kidney fibrotic diseases. The current patent portfolio for CRB-4001 includes
multiple issued patents and pending patent applications. CRB-4001 was developed in collaboration with and with financial support
from the NIH. CRB-4001 was specifically designed to eliminate blood-brain barrier penetration and brain CB1 receptor occupancy
that mediate the neuropsychiatric issues associated with first-generation CB1 inverse agonists such as rimonabant. Potential indications
for CRB-4001 include NASH, primary biliary cholangitis, idiopathic pulmonary fibrosis, radiation-induced pulmonary fibrosis, myocardial
fibrosis after myocardial infarction, and acute interstitial nephritis, among others.
On
January 3, 2019, we entered into a strategic collaboration with Kaken Pharmaceutical Co., Ltd., or Kaken, for the development
and commercialization in Japan of our investigational drug lenabasum for the treatment of SSc and DM, two rare and serious autoimmune
diseases. Under the terms of the agreement, Kaken received an exclusive license to commercialize and market lenabasum in Japan
for SSc and DM. In March 2019, Kaken made an upfront payment to us of $27 million. We will be eligible to receive up to an additional
$173 million upon achievement of certain regulatory, development and sales milestones as well as double-digit royalties.
Corporate
Information
Our
principal executive offices are located at 500 River Ridge Drive, Norwood, Massachusetts 02062, and our telephone number is (617)
963-0100. Our website address is www.corbuspharma.com. We have included our website address as an inactive textual reference only
and our website and the information contained on, or that can be accessed through, our website will not be deemed to be incorporated
by reference in, and are not considered part of, this prospectus. You should not rely on our website or any such information in
making your decision whether to purchase our securities.
THE
OFFERING
Common
stock offered by us
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Shares
of our common stock having an aggregate offering price of up to $75,000,000 million.
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Common
stock to be outstanding after this offering
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Up
to 86,941,316 shares of common stock, assuming sales of 14,450,867 shares in this offering at a public offering
price of $5.19 per share, which was the closing price of our common stock on the Nasdaq Global Market, or Nasdaq, on
April 6, 2020. The actual number of shares issued will vary depending on the sales price under this offering.
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Manner
of offering
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“At
the market” offering that may be made from time to time through our sales agent, Jefferies LLC. See “Plan of Distribution”
beginning on page 12 of this prospectus.
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Use
of Proceeds
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We
currently intend to use the net proceeds from this offering to fund our continued development of lenabasum, CRB-4001 and our
other preclinical compounds as well as for general corporate purposes, which may include funding preclinical studies and clinical
trials, manufacturing lenabasum and CRB-4001 for clinical trials and, if approved, commercial launch, and acquisitions or investments
in businesses, products or technologies that are complementary, and to increase our working capital and fund capital expenditures.
See “Use of Proceeds” on page 8 of this prospectus.
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Risk
Factors
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Investing
in our common stock involves a high degree of risk. See “Risk Factors” beginning on page 5 of this prospectus
and under similar headings in the other documents that are filed after the date hereof and incorporated by reference in this
prospectus for a discussion of factors to consider before deciding to purchase shares of our common stock.
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Nasdaq
Global Market symbol
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“CRBP”
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The
number of shares of common stock to be outstanding after this offering is based on 72,490,449 shares of common stock outstanding
on April 6, 2020 and excludes:
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16,313,506 shares
of common stock issuable upon the exercise of outstanding options at a weighted average exercise price of $5.09 per
share, of which 8,699,682 options were vested as of March 31, 2020;
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1,000,000 shares
of common stock issuable upon the exercise of outstanding warrants at a weighted average exercise price of $13.20 per
share, of which 500,000 warrants were exercisable as of March 31, 2020; and
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5,621,910 shares
of our common stock available for future issuance under our 2014 Equity Compensation Plan as of March 31, 2020.
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RISK
FACTORS
An
investment in our shares of common stock involves a high degree of risk. Prior to making a decision about investing in our shares
of common stock, you should carefully consider the risks, uncertainties and assumptions discussed under Item 1A, “Risk Factors,”
in our Annual Report on Form 10-K for the fiscal year ended December 31, 2019, which is incorporated herein by reference and may
be amended, supplemented or superseded from time to time by other reports we file with the SEC in the future, together with information
in this prospectus and any other information incorporated by reference into this prospectus, including the risk factors set forth
below. See the sections of this prospectus entitled “Additional Information” and “Incorporation of Certain Information
by Reference.” Additional risks and uncertainties not presently known to us, or that we currently see as immaterial, may
also harm our business. If any of these risks occur, our business, financial condition and operating results could be harmed,
the trading price of our common stock could decline and you could lose part or all of your investment.
This
prospectus also contains forward-looking statements that involve risks and uncertainties. Our actual results could differ materially
from those anticipated in these forward-looking statements as a result of certain factors, including the risks faced by us described
below and elsewhere in this prospectus. See “Special Note Regarding Forward-Looking Statements” for information relating
to these forward-looking statements.
Risks
Relating to The Offering
You
may experience immediate and substantial dilution in the book value per share of the common stock you purchase.
Because
the price per share of our common stock being offered may be higher than the book value per share of our common stock, you may
suffer substantial dilution in the net tangible book value of the common stock you purchase in this offering. See the section
entitled “Dilution” below for a more detailed discussion of the dilution you will incur if you purchase common stock
in this offering. In addition, we have a significant number of options and restricted stock outstanding. If the holders of these
securities exercise them or become vested in them, as applicable, you may incur further dilution.
Sales
of a significant number of shares of our common stock in the public markets, or the perception that such sales could occur, could
depress the market price of our common stock.
Sales
of a substantial number of shares of our common stock in the public markets, or the perception that such sales could occur, could
depress the market price of our common stock and impair our ability to raise capital through the sale of additional equity securities.
We have agreed, without the prior written consent of Jefferies LLC and subject to certain exceptions set forth in the sale agreement,
not to sell or otherwise dispose of any common stock or securities convertible into or exchangeable for shares of common stock,
warrants or any rights to purchase or acquire common stock during the period beginning on the third trading day immediately prior
to the delivery of any placement notice delivered by us to Jefferies LLC and ending on the third trading day immediately following
the final settlement date with respect to the shares sold pursuant to such notice. We have further agreed, subject to certain
exceptions set forth in the sale agreement, not to sell or otherwise dispose of any common stock or securities convertible into
or exchangeable for shares of common stock, warrants or any rights to purchase or acquire common stock in any other “at-the-market”
or continuous equity transaction prior to the termination of the sale agreement with Jefferies LLC. It is possible that we could
issue and sell additional shares of our common stock in the public markets. We cannot predict the effect that future sales of
our common stock would have on the market price of our common stock.
Our
share price has been and could remain volatile.
The
market price of our common stock has historically experienced and may continue to experience significant volatility. From January
2017 through April 6, 2020, the market price of our common stock has fluctuated from a high of $10.50 per share in the
first quarter of 2017, to a low of $3.29 per share in the first quarter of 2020. Our progress in developing and commercializing
our products, the impact of government regulations on our products and industry, the potential sale of a large volume of our common
stock by stockholders, our quarterly operating results, changes in general conditions in the economy or the financial markets
and other developments affecting us or our competitors could cause the market price of our common stock to fluctuate substantially
with significant market losses. If our stockholders sell a substantial number of shares of common stock, especially if those sales
are made during a short period of time, those sales could adversely affect the market price of our common stock and could impair
our ability to raise capital. In addition, in recent years, the stock market has experienced significant price and volume fluctuations.
This volatility has affected the market prices of securities issued by many companies for reasons unrelated to their operating
performance and may adversely affect the price of our common stock. In addition, we could be subject to a securities class action
litigation as a result of volatility in the price of our stock, which could result in substantial costs and diversion of management’s
attention and resources and could harm our stock price, business, prospects, results of operations and financial condition.
Our
management team may invest or spend the proceeds of this offering in ways with which you may not agree or in ways which may not
yield a significant return.
Our
management will have broad discretion over the use of proceeds from this offering. The net proceeds from this offering will be
used to fund our continued development of lenabasum, CRB-4001 and our other preclinical compounds as well as for general corporate
purposes, which may include funding preclinical studies and clinical trials, manufacturing lenabasum and CRB-4001 for clinical
trials and, if approved, commercial launch, and acquisitions or investments in businesses, products or technologies that are complementary,
and to increase our working capital and fund capital expenditures. We may also use a portion of the net proceeds to in-license,
acquire or invest in complementary businesses or products; however, we have no current commitments or obligations to do so.
Our
management will have considerable discretion in the application of the net proceeds from this offering, and you will not have
the opportunity, as part of your investment decision, to assess whether the proceeds are being used appropriately. The net proceeds
may be used for corporate purposes that do not increase our operating results or enhance the value of our common stock. Pending
their use, we may invest the net proceeds from this offering in short-term, investment-grade, interest-bearing securities. These
investments may not yield a favorable return to our stockholders. If we do not invest or apply the net proceeds from this offering
in ways that enhance stockholder value, we may fail to achieve expected financial results, which could cause our stock price to
decline.
Future
sales of shares by existing stockholders could cause our stock price to decline.
Sales
of a substantial number of shares of our common stock in the public market could occur at any time. These sales, or the perception
in the market that the holders of a large number of shares of common stock intend to sell shares, could reduce the market price
of our common stock.
As
of December 31, 2019, we had outstanding options to purchase an aggregate of 13,245,366 shares of our common stock at a weighted
average exercise price of $5.19 per share and warrants to purchase an aggregate of 1,000,000 shares of our common stock at a weighted
average exercise price of $13.20 per share. The exercise of such outstanding options and warrants will result in further dilution
of your investment. If our existing stockholders sell substantial amounts of our common stock in the public market, or if the
public perceives that such sales could occur, this could have an adverse impact on the market price of our common stock, even
if there is no relationship between such sales and the performance of our business.
SPECIAL
NOTE REGARDING FORWARD-LOOKING STATEMENTS
This
prospectus and the information incorporated herein by reference contain forward-looking statements within the meaning of the federal
securities laws, which statements involve substantial risks and uncertainties. All statements, other than statements of historical
facts, included or incorporated by reference in this prospectus regarding our strategy, future events, future operations, future
financial position, future revenue, projected costs, prospects, plans, objectives of management and expected market growth are
forward-looking statements. The words “anticipate,” “believe,” “estimate,” “expect,”
“intend,” “may,” “plan,” “predict,” “project,” “would”
and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain
these identifying words. These forward-looking statements include, among other things, statements about:
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our
lack of operating history and history of operating losses;
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our
anticipated timing for clinical development, regulatory submissions, commencement and completion of clinical trials and product
approvals;
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the
results of our clinical trials, including the possibility of unfavorable clinical trial results or that results from our clinical
trials will differ from results in past clinical trials;
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actual
or anticipated variations in our operating results;
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our
cash position;
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market
conditions in our industry;
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our
ability to complete required clinical trials of our product candidates and obtain approval from the FDA or other regulatory
agencies in different jurisdictions;
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our
ability to maintain or protect the validity of our patents and other intellectual property;
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our
ability to retain key personnel;
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our
ability to internally develop new inventions and intellectual property;
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interpretations
of current laws and the passages of future laws;
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acceptance
of our business model by investors;
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the
accuracy of our estimates regarding expenses and capital requirements;
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our
ability to adequately support growth;
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our
expectations related to the use of proceeds from this offering and prior offerings and other financing activities; and
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our
estimates regarding expenses, future revenue, capital requirements and ability to satisfy our capital needs.
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Forward-looking
statements may also concern our expectations relating to our subsidiaries. We caution you that
the foregoing list may not contain all of the forward-looking statements made in this prospectus and the information incorporated
herein.
We
may not actually achieve the plans, intentions or expectations disclosed in our forward-looking statements, and you should not
place undue reliance on our forward-looking statements. Actual results or events could differ materially from the plans, intentions
and expectations disclosed in the forward-looking statements we make. We have included important factors in the cautionary statements
included in this prospectus and the information incorporated herein, particularly in “Risk Factors,” that could cause
actual results or events to differ materially from the forward-looking statements that we make. Our forward-looking statements
do not reflect the potential impact of any future acquisitions, mergers, dispositions, joint ventures or investments that we may
make.
You
should read this prospectus, the documents that we incorporate by reference into this prospectus, including our Annual Report
on Form 10-K for the year ended December 31, 2019, and the documents that we have filed as exhibits to our filings with the SEC
completely and with the understanding that our actual future results may be materially different from what we expect. We do not
assume any obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise,
except as required by law.
USE
OF PROCEEDS
The
amount of proceeds from this offering will depend upon the number of shares of our common stock sold and the market price at which
they are sold. There can be no assurance that we will be able to sell any shares under or fully utilize the sale agreement with
Jefferies LLC as a source of financing. We currently intend to use the net proceeds from this offering to fund our continued
development of lenabasum, CRB-4001 and our other preclinical compounds as well as for general corporate purposes, which may include
funding preclinical studies and clinical trials, manufacturing lenabasum and CRB-4001 for clinical trials and, if approved, commercial
launch, and acquisitions or investments in businesses, products or technologies that are complementary, and to increase our working
capital and fund capital expenditures. We have not determined the amount of net proceeds to be used specifically
for such purposes and, as a result, management will retain broad discretion over the allocation of net proceeds. The occurrence
of unforeseen events or changed business conditions could result in the application of the net proceeds from this offering in
a manner other than as described in this prospectus. Pending their uses, we intend to invest the net proceeds of this offering
in interest-bearing bank accounts or in short-term, interest-bearing, investment-grade securities.
DILUTION
If
you invest in our common stock in this offering, your ownership interest will be diluted to the extent of the difference between
the price per share you pay in this offering and our pro forma net tangible book value per share after this offering. We calculate
net tangible book value per share by dividing our net tangible book value, which is tangible assets less total liabilities, by
the number of outstanding shares of our common stock.
Our
net tangible book value as of December 31, 2019 was approximately $6.2 million, or $0.10 per share. Net tangible book value per
share after this offering gives effect to the sale of $75 million of common stock in this offering at an assumed offering
price of $5.19 per share, which was the closing price of our common stock as reported on Nasdaq on April 6, 2020,
after deducting offering commissions and estimated expenses payable by us. Our net tangible book value as of December 31, 2019,
after giving effect to this offering as described above, would have been approximately $78.8 million, or $1.00 per
share of common stock. This represents an immediate increase in net tangible book value of $0.90 per share to existing
stockholders and an immediate dilution of $4.19 per share to new investors purchasing our common stock in this offering.
The following table illustrates the per share dilution:
Assumed
offering price per share
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$
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5.19
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Net
tangible book value per share as of December 31, 2019
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$
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0.10
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Increase
in net tangible book value per share attributable to new investors
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$
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0.90
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As
adjusted net tangible book value per share as of December 31, 2019, after giving effect to this offering
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$
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1.00
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Dilution
per share to new investors in this offering
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$
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4.19
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The
above discussion and table are based on 64,672,893 shares of our common stock outstanding as of December 31, 2019 and excludes,
as of that date:
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13,245,366
shares of common stock issuable upon the exercise of outstanding options at a weighted average exercise price of $5.19 per
share, of which 7,836,094 options were vested as of December 31, 2019;
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1,000,000
shares of common stock issuable upon the exercise of outstanding warrants at a weighted average exercise price of $13.20 per
share, of which 500,000 warrants were exercisable as of December 31, 2019; and
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4,313,836
shares of our common stock available for future issuance under our 2014 Equity Compensation
Plan as of December 31, 2019. In accordance with the terms of our 2014 Equity Compensation
Plan, effective as of January 1, 2020, the number of shares of common stock available
for issuance under the 2014 Equity Compensation Plan increased by 4,527,103 shares,
which was seven percent (7%) of the outstanding shares of common stock on December 31,
2019. As of January 1, 2020, 8,540,939 shares of our common stock were available for
future issuance under our 2014 Equity Compensation Plan.
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To
the extent that options or warrants are exercised, new options are issued under our 2014 Equity Compensation Plan, or we issue
additional shares of common stock in the future, there may be further dilution to investors participating in this offering. In
addition, we may choose to raise additional capital because of market conditions or strategic considerations, even if we believe
that we have sufficient funds for our current or future operating plans. If we raise additional capital through the sale of equity
or convertible debt securities, the issuance of these securities could result in further dilution to our stockholders.
DESCRIPTION
OF CAPITAL STOCK
General
Our
authorized capital stock consists of:
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150,000,000
shares of common stock, par value $0.0001 per share; and
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10,000,000
shares of preferred stock, par value $0.0001 per share, of which, as of the date of this prospectus, none of which shares
have been designated.
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As
of close of business on April 6, 2020, 72,490,449 shares of common stock were issued and outstanding and no shares of
preferred stock were issued and outstanding.
The
additional shares of our authorized capital stock available for issuance may be issued at times and under circumstances so as
to have a dilutive effect on earnings per share and on the equity ownership of the holders of our common stock. The ability of
our board of directors to issue additional shares of stock could enhance the board’s ability to negotiate on behalf of the
stockholders in a takeover situation but could also be used by the board to make a change of control more difficult, thereby denying
stockholders the potential to sell their shares at a premium and entrenching current management. The following description is
a summary of the material provisions of our capital stock. You should refer to our certificate of incorporation, as amended and
bylaws, both of which are on file with the SEC as exhibits to previous SEC filings, for additional information. The summary below
is qualified by provisions of applicable law.
Common
Stock
Voting.
The holders of the common stock are entitled to one vote for each share held of record on all matters on which the holders are
entitled to vote (or consent pursuant to written consent). Directors are elected by a plurality of the votes present in person
or represented by proxy and entitled to vote.
Dividends.
The holders of the common stock are entitled to receive, ratably, dividends only if, when and as declared by our board of directors
out of funds legally available therefor and after provision is made for each class of capital stock having preference over the
common stock.
Liquidation
Rights. In the event of our liquidation, dissolution or winding-up, the holders of common stock are entitled to share, ratably,
in all assets remaining available for distribution after payment of all liabilities and after provision is made for each class
of capital stock having preference over the common stock.
Conversion
Right. The holders of the common stock have no conversion rights.
Preemptive
and Similar Rights. The holders of the common stock have no preemptive or similar rights.
Redemption/Put
Rights. There are no redemption or sinking fund provisions applicable to the common stock. All of the outstanding shares of
our common stock are fully-paid and nonassessable.
Transfer
Agent and Registrar
The
transfer agent and registrar for our common stock is Continental Stock Transfer & Trust Company, LLC.
Preferred
Stock
We
are authorized to issue up to 10,000,000 shares of preferred stock, all of which are undesignated. Our board of directors has
the authority, within the limitations and restrictions prescribed by law and without stockholder approval, to provide by resolution
for the issuance of shares of preferred stock, and to fix the rights, preferences, privileges and restrictions thereof, including
dividend rights, conversion rights, voting rights, terms of redemption, liquidation preference and the number of shares constituting
any series of the designation of such series, by delivering an appropriate certificate of amendment to our amended and restated
certificate of incorporation to the Delaware Secretary of State pursuant to the Delaware General Corporation Law, or the DGCL.
The issuance of preferred stock could have the effect of decreasing the market price of the common stock, impeding or delaying
a possible takeover and adversely affecting the voting and other rights of the holders of our common stock.
Anti-takeover
Effects of Delaware Law and our Certificate of Incorporation, as amended
Our
certificate of incorporation, as amended, and bylaws contain provisions that could have the effect of discouraging potential acquisition
proposals or tender offers or delaying or preventing a change of control. These provisions are as follows:
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they
provide that special meetings of stockholders may be called only by our board of directors acting pursuant to a resolution
approved by the affirmative vote of a majority of the board of directors;
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they
do not include a provision for cumulative voting in the election of directors. Under cumulative voting, a minority stockholder
holding a sufficient number of shares may be able to ensure the election of one or more directors. The absence of cumulative
voting may have the effect of limiting the ability of minority stockholders to effect changes to our board of directors; and
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they
allow us to issue, without stockholder approval, up to 10,000,000 shares of preferred stock, with such designations, rights,
and preferences as may be determined from time to time by our board of directors that could adversely affect the rights and
powers of the holders of the common stock, including dividend, liquidation, conversion, voting, or other rights that could
adversely affect the voting power or other rights of the holders of our common stock. The issuance of preferred stock could
have the effect of restricting dividends on our common stock, diluting the voting power of our common stock, impairing the
liquidation rights of our common stock, or delaying or preventing a change in control of our company, all without further
action by our stockholders.
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We
are subject to the provisions of Section 203 of the General Corporation Law of the State of Delaware, an anti-takeover law. In
general, Section 203 prohibits a publicly held Delaware corporation from engaging in a “business combination” with
an “interested stockholder” for a period of three years after the date of the transaction in which the person became
an interested stockholder, unless the business combination is approved in the following prescribed manner:
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prior
to the time of the transaction, the board of directors of the corporation approved either the business combination or the
transaction which resulted in the stockholder becoming an interested stockholder;
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upon
completion of the transaction that resulted in the stockholder becoming an interested stockholder, the stockholder owned at
least 85% of the voting stock of the corporation outstanding at the time the transaction commenced, excluding for purposes
of determining the number of shares outstanding (1) shares owned by persons who are directors and also officers and (2) shares
owned by employee stock plans in which employee participants do not have the right to determine confidentially whether shares
held subject to the plan will be tendered in a tender or exchange offer; and
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at
or subsequent to the time of the transaction, the business combination is approved by the board and authorized at an annual
or special meeting of stockholders, and not by written consent, by the affirmative vote of at least 66 2/3% of the outstanding
voting stock which is not owned by the interested stockholder.
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Generally,
for purposes of Section 203, a “business combination” includes a merger, asset or stock sale, or other transaction
resulting in a financial benefit to the interested stockholder. An “interested stockholder” is a person who, together
with affiliates and associates, owns or, within three years prior to the determination of interested stockholder status, owned
15% or more of a corporation’s outstanding voting securities.
Stockholder
Action by Written Consent
Our
certificate of incorporation, as amended, specifically denies the ability of stockholders to take action by written consent of
the stockholders in lieu of a meeting.
Potential
Effects of Authorized but Unissued Stock
We
have shares of common stock and preferred stock available for future issuance without stockholder approval. We may utilize these
additional shares for a variety of corporate purposes, including future public offerings to raise additional capital, to facilitate
corporate acquisitions or payment as a dividend on the capital stock.
The
existence of unissued and unreserved common stock and preferred stock may enable our board of directors to issue shares to persons
friendly to current management or to issue preferred stock with terms that could render more difficult or discourage a third-party
attempt to obtain control of us by means of a merger, tender offer, proxy contest or otherwise, thereby protecting the continuity
of our management. In addition, the board of directors has the discretion to determine designations, rights, preferences, privileges
and restrictions, including voting rights, dividend rights, conversion rights, redemption privileges and liquidation preferences
of each series of preferred stock, all to the fullest extent permissible under the DGCL and subject to any limitations set forth
in our certificate of incorporation, as amended. The purpose of authorizing the board of directors to issue preferred stock and
to determine the rights and preferences applicable to such preferred stock is to eliminate delays associated with a stockholder
vote on specific issuances. The issuance of preferred stock, while providing desirable flexibility in connection with possible
financings, acquisitions and other corporate purposes, could have the effect of making it more difficult for a third party to
acquire, or could discourage a third-party from acquiring, a majority of our outstanding voting stock.
PLAN
OF DISTRIBUTION
We
have entered into a sale agreement with Jefferies, under which we may offer and sell up to $75,000,000 of our shares of common
stock from time to time through Jefferies acting as agent. Sales of our shares of common stock, if any, under this prospectus
supplement and the accompanying prospectus will be made by any method that is deemed to be an “at the market offering”
as defined in Rule 415(a)(4) under the Securities Act.
Each
time we wish to issue and sell our shares of common stock under the sale agreement, we will notify Jefferies of the number of
shares to be issued, the dates on which such sales are anticipated to be made, any limitation on the number of shares to be sold
in any one day and any minimum price below which sales may not be made. Once we have so instructed Jefferies, unless Jefferies
declines to accept the terms of such notice, Jefferies has agreed to use its commercially reasonable efforts consistent with its
normal trading and sales practices to sell such shares up to the amount specified on such terms. The obligations of Jefferies
under the sale agreement to sell our shares of common stock are subject to a number of conditions that we must meet.
The
settlement of sales of shares between us and Jefferies is generally anticipated to occur on the second trading day following the
date on which the sale was made. Sales of our shares of common stock as contemplated in this prospectus supplement will be settled
through the facilities of The Depository Trust Company or by such other means as we and Jefferies may agree upon. There is no
arrangement for funds to be received in an escrow, trust or similar arrangement.
We
will pay Jefferies a commission equal to 3% of the aggregate gross proceeds we receive from each sale of our shares of common
stock. Because there is no minimum offering amount required as a condition to close this offering, the actual total public offering
amount, commissions and proceeds to us, if any, are not determinable at this time. In addition, we have agreed to reimburse Jefferies
for the fees and disbursements of its counsel, payable upon execution of the sale agreement, in an amount not to exceed $50,000,
in addition to certain ongoing disbursements of its legal counsel. In accordance with Rule 5110 of the Financial Industry
Regulatory Authority, Inc., these reimbursed fees and expenses are deemed sales compensation in connection with this offering.
We estimate that the total expenses for the offering, excluding any commissions or expense reimbursement payable to Jefferies
under the terms of the sale agreement, will be approximately $100,000. The remaining sale proceeds, after deducting any
other transaction fees, will equal our net proceeds from the sale of such shares.
Jefferies
will provide written confirmation to us before the open on The Nasdaq Global Market on the day following each day on which our
shares of common stock are sold under the sale agreement. Each confirmation will include the number of shares sold on that day,
the aggregate gross proceeds of such sales and the proceeds to us.
In
connection with the sale of our shares of common stock on our behalf, Jefferies will be deemed to be an “underwriter”
within the meaning of the Securities Act, and the compensation of Jefferies will be deemed to be underwriting commissions or discounts.
We have agreed to indemnify Jefferies against certain civil liabilities, including liabilities under the Securities Act. We have
also agreed to contribute to payments Jefferies may be required to make in respect of such liabilities.
The
offering of our shares of common stock pursuant to the sale agreement will terminate upon the earlier of (i) the sale of all
shares of common stock subject to the sale agreement and (ii) the termination of the sale agreement as permitted therein. We
and Jefferies may each terminate the sale agreement at any time upon ten days’ prior notice.
This
summary of the material provisions of the sale agreement does not purport to be a complete statement of its terms and conditions.
A copy of the sale agreement is filed as an exhibit to the registration statement of which this prospectus supplement forms a
part.
Jefferies
and its affiliates may in the future provide various investment banking, commercial banking, financial advisory and other financial
services for us and our affiliates, for which services they may in the future receive customary fees. In the course of its business,
Jefferies may actively trade our securities for its own account or for the accounts of customers, and, accordingly, Jefferies
may at any time hold long or short positions in such securities.
A
prospectus supplement and the accompanying prospectus in electronic format may be made available on a website maintained by Jefferies,
and Jefferies may distribute the prospectus supplement and the accompanying prospectus electronically.
LEGAL
MATTERS
The
validity of the common stock being offered will be passed upon for us by Lowenstein Sandler LLP, New York, New York.
Covington & Burling LLP, New York, New York is counsel for Jefferies LLC in connection with this offering.
EXPERTS
The
consolidated balance sheets of Corbus Pharmaceuticals Holdings, Inc. and Subsidiaries as of December 31, 2019 and 2018 and the
related consolidated statements of operations, stockholders’ equity and cash flows for each of the years then ended, have
been audited by EisnerAmper LLP, an independent registered public accounting firm, as stated in their reports, which are incorporated
herein by reference, which reports (1) express an unqualified opinion on the financial statements, and (2) express an adverse
opinion on the effectiveness of internal control over financial reporting. Such consolidated financial statements have been incorporated
herein by reference in reliance on the reports of such firm, given upon their authority as experts in auditing and accounting.
ADDITIONAL
INFORMATION
This
prospectus is part of a Registration Statement on Form S-3 that we have filed with the SEC relating to the securities being offered
hereby. This prospectus does not contain all of the information in the Registration Statement and its exhibits. The Registration
Statement, its exhibits and the documents incorporated by reference in this prospectus and their exhibits, all contain information
that is material to the offering of the Securities hereby. Whenever a reference is made in this prospectus to any of our contracts
or other documents, the reference may not be complete. You should refer to the exhibits that are a part of the Registration Statement
in order to review a copy of the contract or documents. The Registration Statement and the exhibits are available at the SEC’s
Public Reference Room or through its Website.
We
file annual, quarterly and current reports, proxy statements and other information with the SEC. The SEC maintains an Internet
site at http://www.sec.gov that contains reports, proxy and information statements, and other information regarding issuers, such
as us, that file electronically with the SEC. Additionally, you may access our filings with the SEC through our website at http://www.corbuspharma.com.
We have included our website address as an inactive textual reference only and our website and the information contained on, or
that can be accessed through, our website will not be deemed to be incorporated by reference in, and are not considered part of,
this prospectus.
We
will provide you without charge, upon your oral or written request, with an electronic or paper copy of any or all reports, proxy
statements and other documents we file with the SEC, as well as any or all of the documents incorporated by reference in this
prospectus (other than exhibits to such documents unless such exhibits are specifically incorporated by reference into such documents).
Requests for such copies should be directed to:
Corbus
Pharmaceuticals Holdings, Inc.
500
River Ridge Drive
Norwood,
MA 02062
Telephone
number: (617) 963-0100
You
should rely only on the information in this prospectus and the additional information described above and under the heading “Incorporation
of Certain Information by Reference” below. We have not authorized any other person to provide you with different information.
If anyone provides you with different or inconsistent information, you should not rely upon it. We are not making an offer to
sell these securities in any jurisdiction where such offer or sale is not permitted. You should assume that the information in
this prospectus was accurate on the date of the front cover of this prospectus only. Our business, financial condition, results
of operations and prospects may have changed since that date.
INCORPORATION
OF CERTAIN INFORMATION BY REFERENCE
The
SEC allows us to “incorporate by reference” information that we file with it into this prospectus, which means that
we can disclose important information to you by referring you to those documents. The information incorporated by reference is
an important part of this prospectus. The information incorporated by reference is considered to be a part of this prospectus,
and information that we file later with the SEC will automatically update and supersede information contained in this prospectus
and any accompanying prospectus supplement.
We
incorporate by reference the documents listed below that we have previously filed with the SEC:
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Our
Annual Report on Form 10-K for the year ended December 31, 2019, filed with the SEC on March 16, 2020;
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our
Current Reports on Form 8-K filed with the SEC on February 7, 2020, March 10, 2020 and April 1, 2020 (other than any portions
thereof deemed furnished and not filed); and
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the
description of our common stock, par value $0.0001 per share, contained in our Form 8-A filed on April 14, 2015, including
any amendment or report filed for the purpose of updating such description.
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All
reports and other documents that we file with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act
of 1934, as amended, between the date of the initial registration statement and the effectiveness of the registration statement,
and following the effectiveness of the registration statement until the termination of the offering of the securities hereunder,
will also be considered to be incorporated by reference into this prospectus from the date of the filing of these reports and
documents, and will supersede the information herein; provided, however, that all reports, exhibits and other information that
we “furnish” to the SEC will not be considered incorporated by reference into this prospectus. We undertake to provide
without charge to each person (including any beneficial owner) who receives a copy of this prospectus, upon written or oral request,
a copy of all of the preceding documents that are incorporated by reference (other than exhibits, unless the exhibits are specifically
incorporated by reference into these documents). You may request a copy of these materials in the manner set forth under the heading
“Additional Information,” above.
Any
statements contained in a document incorporated by reference in this prospectus shall be deemed to be modified, superseded or
replaced for purposes of this prospectus to the extent that a statement contained in this prospectus (or in any other subsequently
filed document which also is incorporated by reference in this prospectus) modifies, supersedes or replaces such statement. Any
statement so modified, superseded or replaced shall not be deemed, except as so modified, superseded or replaced, to constitute
a part of this prospectus. Statements contained in this prospectus and any document incorporated by reference as to the contents
of any contract, agreement or other document referred to are not necessarily complete, and in each instance reference is made
to the copy of the contract, agreement or other document filed as an exhibit to the registration statement or any incorporated
document, each statement being so qualified by this reference.
Up
to $75,000,000
Common
Stock
PROSPECTUS
,
2020
PART
II
INFORMATION
NOT REQUIRED IN PROSPECTUS
Item
14. Other Expenses of Issuance and Distribution
The
following table sets forth the costs and expenses payable by Corbus in connection with the sale of securities being registered.
All amounts are estimates except the SEC registration fee (which has previously been paid).
SEC Registration Fee
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$
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25,960
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Legal Fees and Expenses
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10,000
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*
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Accounting Fees and Expenses
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5,000
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*
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Printing and Engraving
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2,000
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*
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Miscellaneous
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380
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*
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Total:
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$
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43,340
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*
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Item
15. Indemnification of Directors and Officers
The
Delaware General Corporation Law authorizes corporations to limit or eliminate, subject to certain conditions, the personal liability
of directors to corporations and their stockholders for monetary damages for breach of their fiduciary duties. Our certificate
of incorporation, as amended, limits the liability of our directors to the fullest extent permitted by Delaware law. In addition,
we have entered into indemnification agreements with certain of our directors and officers whereby we have agreed to indemnify
those directors and officers to the fullest extent permitted by law, including indemnification against expenses and liabilities
incurred in legal proceedings to which the director or officer was, or is threatened to be made, a party by reason of the fact
that such director or officer is or was a director, officer, employee or agent of the Company, provided that such director or
officer acted in good faith and in a manner that the director or officer reasonably believed to be in, or not opposed to, the
best interests of the Company.
We
have director and officer liability insurance to cover liabilities our directors and officers may incur in connection with their
services to us, including matters arising under the Securities Act. Our certificate of incorporation, as amended, and bylaws also
provide that we will indemnify our directors and officers who, by reason of the fact that he or she is one of our officers or
directors of our company, is involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative
related to their board role with the company.
Item
16. Exhibits
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Filed
herewith.
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**
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To
be filed, if applicable, by amendment or by a report filed under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange
Act of 1934, as amended, and incorporated herein by reference.
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***
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To
be filed pursuant to Section 305(b)(2) of the Trust Indenture Act of 1939, as amended.
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Item
17. Undertakings
The
undersigned Registrant hereby undertakes:
(1)
To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:
(a)
To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933,
(b)
To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set
forth in the Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if
the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high
end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule
424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate
offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement,
(c)
To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement
or any material change to such information in the Registration Statement.
Provided,
however, that paragraphs (1)(a), (1)(b) and (1)(c) above do not apply if the registration statement is on Form S-3 and the information
required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished
to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated
by reference in the registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part
of the registration statement.
(2)
That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall
be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at
that time shall be deemed to be the initial bona fide offering thereof.
(3)
To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold
at the termination of the offering.
(4)
That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser:
(a)
If the Registrant is relying on Rule 430B:
(i)
Each prospectus filed by the Registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as
of the date the filed prospectus was deemed part of and included in the registration statement; and
(ii)
Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance
on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information
required by section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement
as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale
of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and
any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement
relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration
statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by
reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with
a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement
or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date.
(b)
If the Registrant is subject to Rule 430C, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating
to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A,
shall be deemed to be a part of and included in the registration statement as of the date it is first used after effectiveness.
Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement
or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part
of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify
any statement that was made in the registration statement or prospectus that was part of the registration statement or made in
any such document immediately prior to such date of first use.
(5)
That, for the purpose of determining liability of the Registrant under the Securities Act of 1933 to any purchaser in the initial
distribution of the securities, the Registrant undertakes that in a primary offering of securities of the Registrant pursuant
to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities
are offered or sold to such purchaser by means of any of the following communications, the Registrant will be a seller to the
purchaser and will be considered to offer or sell such securities to such purchaser:
(i)
Any preliminary prospectus or prospectus of the Registrant relating to the offering required to be filed pursuant to Rule 424;
(ii)
Any free writing prospectus relating to the offering prepared by or on behalf of the Registrant or used or referred to by the
Registrant;
(iii)
The portion of any other free writing prospectus relating to the offering containing material information about Registrant or
its securities provided by or on behalf of the Registrant; and
(iv)
Any other communication that is an offer in the offering made by the Registrant to the purchaser.
(6)
The Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing
of the Registrant’s annual report pursuant to section 13(a) or section 15(d) of the Securities Exchange Act of 1934 (and,
where applicable, each filing of an employee benefit plan’s annual report pursuant to section 15(d) of the Securities Exchange
Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(7)
The undersigned hereby undertakes to file an application for the purpose of determining the eligibility of the trustee to act
under subsection (a) of Section 310 of the Trust Indenture Act in accordance with the rules and regulations prescribed by the
Commission under Section 305(b)(2) of the Act.
(8)
Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the forgoing provisions, or otherwise, the Registrant has been advised that
in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment
by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful
defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the
securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy
as expressed in the Act and will be governed by the final adjudication of such issue.
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-3 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 7th day of
April, 2020.
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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 (Principal Executive Officer)
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KNOW
ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Yuval Cohen and Sean Moran,
and each of them, each with full power to act without the other, his true and lawful attorneys-in-fact and agents, each with full
power of substitution and resubstitution, for such person and in his name, place and stead, in any and all capacities, to sign
any amendments to this Registration Statement, and to sign any registration statement for the same offering covered by this Registration
Statement, including post-effective amendments or registration statements filed pursuant to Rule 462(b) under the Securities Act
of 1933, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and
Exchange Commission, hereby ratifying and confirming that each of said such attorneys-in-fact and agents or his substitute or
substitutes, may do or cause to be done by virtue hereof.
Pursuant
to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature
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Title
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Date
|
|
|
|
|
|
/s/
Yuval Cohen
|
|
Chief
Executive Officer and Director
|
|
April
7, 2020
|
Yuval
Cohen, Ph. D.
|
|
(Principal
Executive Officer)
|
|
|
|
|
|
|
|
/s/
Sean Moran
|
|
Chief
Financial Officer
|
|
April
7, 2020
|
Sean
Moran
|
|
(Principal
Financial and Accounting Officer)
|
|
|
|
|
|
|
|
/s/
Alan Holmer
|
|
Director
|
|
April
7, 2020
|
Alan
Holmer
|
|
|
|
|
|
|
|
|
|
/s/
Avery W. Catlin
|
|
Director
|
|
April
7, 2020
|
Avery
W. Catlin
|
|
|
|
|
|
|
|
|
|
/s/
John Jenkins
|
|
Director
|
|
April
7, 2020
|
John
Jenkins
|
|
|
|
|
|
|
|
|
|
/s/
David Hochman
|
|
Director
|
|
April
7, 2020
|
David
Hochman
|
|
|
|
|
|
|
|
|
|
/s/
Rachelle Jacques
|
|
Director
|
|
April
7, 2020
|
Rachelle
Jacques
|
|
|
|
|
|
|
|
|
|
/s/
Peter Salzmann
|
|
Director
|
|
April
7, 2020
|
Peter
Salzmann
|
|
|
|
|
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