Current Report Filing (8-k)
April 07 2020 - 9:28AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d)
of
The Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): April 7, 2020
CORBUS
PHARMACEUTICALS HOLDINGS, INC.
(Exact
name of registrant as specified in its charter)
Delaware
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001-37348
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46-4348039
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(State
or other jurisdiction
of
incorporation)
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(Commission
File
Number)
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(IRS
Employer
Identification
No.)
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500
River Ridge Drive, Norwood, MA
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02062
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code: (617) 963-0100
Not
Applicable
(Former
name or former address, if changed since last report.)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant
under any of the following provisions (see General Instruction A.2. below):
[ ]
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Written communications pursuant to Rule 425
under the Securities Act (17 CFR 230.425)
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[ ]
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Soliciting material pursuant to Rule 14a-12
under the Exchange Act (17 CFR 240.14a-12)
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[ ]
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Pre-commencement communications pursuant to
Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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[ ]
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Pre-commencement communications pursuant to
Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Title
of each class
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Trading
Symbol(s)
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Name
of each exchange on which registered
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Common Stock
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CRBP
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The Nasdaq Global
Market
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Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company [ ]
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]
Item 1.01.
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Entry into a Material Definitive Agreement.
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On
April 7, 2020, Corbus Pharmaceuticals Holdings, Inc. (the “Company”) entered into an Open Market Sale AgreementSM
(the “Sale Agreement”) with
Jefferies LLC (“Jefferies”), as sales agent, pursuant to which the Company may issue and sell, from time to
time, through Jefferies, shares of its common stock, par value $0.0001 per share (the “Common Stock”).
The
Company is not obligated to sell any shares of Common Stock under the Sale Agreement. Subject to the terms and conditions
of the Sale Agreement, Jefferies will use commercially reasonable efforts consistent with its normal trading and sales practices,
applicable state and federal law, rules and regulations and the rules of The Nasdaq Global Market to sell shares of Common
Stock from time to time based upon the Company’s instructions, including any price, time or size limits specified by
the Company. Upon delivery of a placement notice, and subject to the Company’s instructions in that notice, and the terms
and conditions of the Sale Agreement generally, Jefferies 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.
Jefferies’ obligations to sell shares under the Sale Agreement are subject to satisfaction of certain conditions, including
the effectiveness of the registration statement on Form S-3 (File No. 333-237588) (the “Registration Statement”)
filed by the Company with the U.S. Securities and Exchange Commission (the “SEC”) on April 7, 2020. The Company
will pay Jefferies a commission of 3.0% of the aggregate gross proceeds from each sale of Common Stock and has agreed to
provide Jefferies with customary indemnification and contribution rights. The Company has also agreed to reimburse Jefferies for
certain specified expenses.
Shares
of Common Stock will be offered and sold pursuant to the Registration Statement and the Sale Agreement prospectus that forms a
part of such Registration Statement, following such time as the Registration Statement is declared effective by the SEC, for an
aggregate offering price of up to $75 million.
The
foregoing summary of the Sale Agreement does not purport to be complete and is qualified in its entirety by reference to the full
text of the Sale Agreement, which is attached as an exhibit to the Registration Statement and incorporated by reference into this
Item 1.01.
This
Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy any shares of Common
Stock, nor shall there be any sale of such shares in any state or other jurisdiction in which such offer, solicitation
or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction.
Item 9.01
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Financial Statements and Exhibits.
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
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CORBUS PHARMACEUTICALS HOLDINGS,
INC.
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Dated:
April 7, 2020
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By:
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/s/
Yuval Cohen
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Name:
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Yuval Cohen, PhD
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Title:
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Chief Executive Officer
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Corbus Pharmaceuticals (NASDAQ:CRBP)
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