Filed Pursuant to
Rule 424(b)(3)
Registration No.
333-237588
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 May 1, 2020, the last reported sales price of our common stock on the Nasdaq
Global Market was $6.02 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 14 for additional information regarding the compensation to be paid to Jefferies
LLC.
The
date of this prospectus is May 4, 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
|
|
Shares
of our common stock having an aggregate offering price of up to $75,000,000 million.
|
|
|
|
Common
stock to be outstanding after this offering
|
|
Up
to 85,180,804 shares of common stock, assuming sales of 12,690,355 shares
in this offering at a public offering price of $5.91 per share, which was the
closing price of our common stock on the Nasdaq Global Market, or Nasdaq, on April 23,
2020. The actual number of shares issued will vary depending on the sales price under
this offering.
|
|
|
|
Manner
of offering
|
|
“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 14 of this prospectus.
|
|
|
|
Use
of Proceeds
|
|
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 10 of this prospectus.
|
|
|
|
Risk
Factors
|
|
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.
|
|
|
|
Nasdaq
Global Market symbol
|
|
“CRBP”
|
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 23, 2020 and
excludes:
●
|
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;
|
|
|
●
|
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
|
|
|
●
|
5,621,910 shares
of our common stock available for future issuance under our 2014 Equity Compensation Plan as of March 31, 2020.
|
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 following risks, uncertainties and assumptions, as well as those 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 Our Securities
Our certificate of incorporation,
as amended, designates the Court of Chancery of the State of Delaware as the sole and exclusive forum for certain types of actions
and proceedings that may be initiated by our stockholders, which could limit our stockholders’ ability to obtain a favorable
judicial forum for disputes with us or our directors, officers or other employees.
Our certificate of
incorporation requires that, unless the Company consents in writing to the selection of an alternative forum, the Court of Chancery
of the State of Delaware will, to the fullest extent permitted by law, be the sole and exclusive forum for each of the following:
|
●
|
any
derivative action or proceeding brought on behalf of the Company;
|
|
|
|
|
●
|
any
action asserting a claim for breach of any fiduciary duty owed by any director, officer or other employee of the Company to
the Company or the Company’s stockholders, creditors or other constituents;
|
|
|
|
|
●
|
any
action asserting a claim against the Company or any director or officer of the Company arising pursuant to, or a claim against
the Company or any director or officer of the Company, with respect to the interpretation or application of any provision
of, the DGCL, our certificate of incorporation or bylaws; or
|
|
|
|
|
●
|
any
action asserting a claim governed by the internal affairs doctrine;
|
provided, that, if and only if the Court
of Chancery of the State of Delaware dismisses any of the foregoing actions for lack of subject matter jurisdiction, any such
action or actions may be brought in another state court sitting in the State of Delaware.
The exclusive forum
provision is limited to the extent permitted by law, and it will not apply to claims arising under the Exchange Act, the Securities
Act or for any other federal securities laws which provide for exclusive federal jurisdiction.
Although we believe
this provision benefits us by providing increased consistency in the application of Delaware law in the types of lawsuits to which
it applies, this provision may limit or discourage a stockholder’s ability to bring a claim in a judicial forum that it
finds favorable for disputes with us or our directors, officers or other employees, which may discourage such lawsuits against
us and our directors, officers and other employees. Alternatively, if a court were to find the choice of forum provision contained
in our certificate of incorporation to be inapplicable or unenforceable in an action, we may incur additional costs associated
with resolving such action in other jurisdictions, which could adversely affect our business and financial condition.
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 23, 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.
Risks
Related to COVID-19
The
coronavirus COVID-19 pandemic or the widespread outbreak of any other communicable disease could materially and adversely
affect our business, financial condition and results of operations.
We
face risks related to health epidemics or outbreaks of communicable diseases, for example, the recent outbreak around the
world of the highly transmissible and pathogenic coronavirus COVID-19. The outbreak of such communicable diseases could
result in a widespread health crisis that could adversely affect general commercial activity and the economies and financial
markets of many countries.
In
December 2019, a novel strain of coronavirus, COVID-19, was reported to have surfaced in Wuhan, China and on March 11, 2020 was
declared a pandemic by the World Health Organization. The extent to which COVID-19 may impact our preclinical and clinical trial
operations will depend on future developments, which are highly uncertain and cannot be predicted with confidence, such as the
duration and geographic reach of the outbreak, the severity of COVID-19, and the effectiveness of actions to contain and treat
COVID-19.
To
date, many countries around the world have imposed quarantines and restrictions on travel and mass gatherings to slow the spread
of COVID-19 and have closed non-essential businesses. As local jurisdictions continue to put restrictions in place, our ability
to continue to operate our business may also be limited. Such events may result in a period of business, supply and drug product
manufacturing disruption, and in reduced operations, any of which could materially affect our business, financial condition and
results of operations.
Some
of our business partners and manufacturing operations are in China and Italy, each of which have reported large and sustained
numbers of patient cases and deaths. We have significant manufacturing operations in these countries, including production of
our commercial and clinical active pharmaceutical ingredient. Although we have not experienced any material disruptions to these
manufacturing operations or any material delays in shipping our commercial and clinical active pharmaceutical ingredient to our
clinical trial sites to date, the continued impact resulting from the COVID-19 outbreak in these areas or in other areas where
we have operations, or if the COVID-19 outbreak in these areas were to increase in severity, or the perception that such an outbreak
could occur, and the measures taken by the governments of countries affected could adversely affect our business, financial condition
or results of operations by limiting our ability to manufacture or ship materials within or outside China or Italy or forcing
temporary closure of facilities that we rely upon.
The
spread of COVID-19, which has caused a broad impact globally, may materially affect us economically. While the potential economic
impact brought by, and the duration of, COVID-19 may be difficult to assess or predict, a widespread pandemic could result in
significant disruption of global financial markets, reducing our ability to access capital, which could in the future negatively
affect our liquidity. In addition, a recession or market correction resulting from the spread of COVID-19 could materially affect
our business and the value of our common shares.
We
are currently conducting our clinical trials in multiple countries where there has been a COVID-19 outbreak, and enrollment
in our Phase 3 DETERMINE study in DM is ongoing. The continued spread of COVID-19 globally, and the resulting travel
restrictions in place by governments to help stop the spread of COVID-19, could adversely impact our clinical trial
operations, including the ability of our patients, principal investigators and site staff to travel to our clinical trial
sites, and our ability to recruit and retain patients and principal investigators and site staff who, as healthcare
providers, may have heightened exposure to COVID-19 if an outbreak occurs in their geography. To date, one of the sites in
our Phase 3 SSc trial has withdrawn from open-label study participation because of COVID-19. We cannot predict
whether other clinical testing sites will withdraw from participation in any of our studies temporarily or permanently. In
addition, if the patients enrolled in our clinical trials become infected with COVID-19, we may have more
adverse events and deaths in our clinical trials as a result. We may also face difficulties enrolling patients in our
clinical trials if the patient populations that are eligible for our clinical trials are impacted by the coronavirus disease.
Vulnerable patients, including patients with autoimmune disorders like the patients enrolled in our clinical trials, may be
at a higher risk of contracting COVID-19 and may experience more severe symptoms from the disease, adversely affecting our
chances for regulatory approval or requiring further clinical studies.
The
COVID-19 outbreak may also affect the ability of our staff and the parties we work with to carry out our non-clinical,
clinical, and drug manufacturing activities. We rely on clinical sites, investigators and other study staff, consultants,
independent contractors, contract research organizations and other third-party service providers to assist us in managing,
monitoring and otherwise carrying out our nonclinical studies and clinical trials. We also rely on consultants, independent
contractors, contract manufacturing organizations, and other third-party service providers to assist us in managing,
monitoring and otherwise carrying out our API production, formulation, and drug manufacturing activities. COVID-19 may affect
the ability of any of these external people, organizations, or companies to devote sufficient time and resources to our
programs or to travel to perform work for us.
Potential
negative impacts of the COVID-19 outbreak on the conduct of current or future clinical studies include delays in gaining feedback
from regulatory agencies, starting new clinical studies, and recruiting subjects to studies that are enrolling. Although we have
implemented remote data monitoring procedures for our clinical trials, the potential negative impacts also include inability to
have study visits at study sites, incomplete collection of safety and efficacy data, and higher rates of drop-out of subjects
from ongoing studies, delays in site entry of study data into the data base, delayed monitoring of study data because of restricted
physical access to study sites, delays in site responses to queries, delays in data-base lock, delays in data analyses, delays
in time to top-line data, and delays in completing study reports. New or worsening COVID-19 disruptions or restrictions could
have the potential to further negatively impact our non-clinical studies, clinical trials, and drug manufacturing activities.
As
a result of the factors described above, the expected timeline for data readouts of our drug manufacturing activities, non-clinical
studies, clinical trials, and certain regulatory filings may be negatively impacted, which would adversely affect our ability
to obtain regulatory approval for and to commercialize our product candidates, increase our operating expenses and have a material
adverse effect on our financial results.
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:
|
●
|
our
lack of operating history and history of operating losses;
|
|
|
|
|
●
|
our
anticipated timing for clinical development, regulatory submissions, commencement and completion of clinical trials and product
approvals;
|
|
|
|
|
●
|
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;
|
|
|
|
|
●
|
actual
or anticipated variations in our operating results;
|
|
|
|
|
●
|
our
cash position;
|
|
|
|
|
●
|
market
conditions in our industry;
|
|
|
|
|
●
|
our
ability to complete required clinical trials of our product candidates and obtain approval from the FDA or other regulatory
agencies in different jurisdictions;
|
|
|
|
|
●
|
the potential impact of the recent COVID-19 pandemic,
including sustained social distancing efforts, on our operations, including our clinical development plans and timelines;
|
|
|
|
|
●
|
our
ability to maintain or protect the validity of our patents and other intellectual property;
|
|
|
|
|
●
|
our
ability to retain key personnel;
|
|
|
|
|
●
|
our
ability to internally develop new inventions and intellectual property;
|
|
|
|
|
●
|
interpretations
of current laws and the passages of future laws;
|
|
|
|
|
●
|
acceptance
of our business model by investors;
|
|
|
|
|
●
|
the
accuracy of our estimates regarding expenses and capital requirements;
|
|
|
|
|
●
|
our
ability to adequately support growth;
|
|
|
|
|
●
|
our
expectations related to the use of proceeds from this offering and prior offerings and other financing activities; and
|
|
|
|
|
●
|
our
estimates regarding expenses, future revenue, capital requirements and ability to satisfy our capital needs.
|
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 $5.91 per share, which was
the closing price of our common stock as reported on Nasdaq on April 23, 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 $1.02 per share of common stock. This represents an immediate
increase in net tangible book value of $0.92 per share to existing stockholders and an immediate dilution of $4.89 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
|
|
|
|
|
|
$
|
5.91
|
|
Net tangible book value per share as of December 31, 2019
|
|
$
|
0.10
|
|
|
|
|
|
Increase in net tangible book value per share attributable to new investors
|
|
$
|
0.92
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As adjusted net tangible book value per share as of December 31, 2019, after giving effect to this offering
|
|
|
|
|
|
$
|
1.02
|
|
|
|
|
|
|
|
|
|
|
Dilution per share to new investors in this offering
|
|
|
|
|
|
$
|
4.89
|
|
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:
●
|
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;
|
|
|
●
|
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
|
|
|
●
|
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.
|
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:
|
●
|
150,000,000
shares of common stock, par value $0.0001 per share; and
|
|
|
|
|
●
|
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.
|
As of close of business on April 23,
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:
|
●
|
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;
|
|
|
|
|
●
|
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
|
|
|
|
|
●
|
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.
|
We
are subject to the provisions of Section 203 of the DGCL, 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:
|
●
|
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;
|
|
|
|
|
●
|
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
|
|
|
|
|
●
|
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.
|
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.
Choice of Forum
Unless the Company consents in writing
to the selection of an alternative forum, the Court of Chancery of the State of Delaware shall be the sole and exclusive
forum for any stockholder to bring (i) any derivative action or proceeding brought on behalf of the Company, (ii) any action
asserting a claim of breach of fiduciary duty owed by any director, officer or other employee of the Company or the
Company’s stockholders, creditors or constituents, (iii) any action asserting a claim against the Company or any
director or officer of the Company arising pursuant to, or a claim against the Company or any director or officer of the
Company, with respect to the interpretation or application of any provision of, the DGCL, our certificate of incorporation or
bylaws, or (iv) any action asserting a claim governed by the internal affairs doctrine, except for, in each of the
aforementioned actions, any claims to which the Court of Chancery of the State of Delaware determines it lacks jurisdiction.
This provision will not apply to claims arising under the Exchange Act, the Securities Act or for any other federal
securities laws which provide for exclusive federal jurisdiction. Although the exclusive forum provision in our
certificate of incorporation, as amended, does not apply to claims arising under the Securities Act, our board of directors
has the power to amend our bylaws and we may in the future adopt a federal forum selection provision that would apply to
claims arising under the Securities Act or other claims if and to the extent permissible under Delaware law.
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:
●
|
Our
Annual Report on Form 10-K for the year ended December 31, 2019, filed with the SEC on March 16, 2020;
|
|
|
●
|
our Definitive Proxy Statement on Schedule 14A,
filed on April 9, 2020;
|
|
|
●
|
our
Current Reports on Form 8-K filed with the SEC on February 7, 2020, March 10, 2020,
April 1, 2020, as amended by the Amendment on Form 8-K/A filed with the SEC on April
21, 2020, and April 7, 2020 (other than any portions thereof deemed furnished
and not filed); and
|
|
|
●
|
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.
|
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
May 4,
2020
Corbus Pharmaceuticals (NASDAQ:CRBP)
Historical Stock Chart
From May 2024 to Jun 2024
Corbus Pharmaceuticals (NASDAQ:CRBP)
Historical Stock Chart
From Jun 2023 to Jun 2024