Current Report Filing (8-k)
October 08 2020 - 9:23AM
Edgar (US Regulatory)
0001595097
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0001595097
2020-10-08
2020-10-08
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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): October 8, 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):
☐
|
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
2.05. Costs Associated with Exit or Disposal Activities.
On
October 8, 2020, Corbus Pharmaceuticals Holdings, Inc. (the “Company”) announced a reduction in workforce to reduce
operating costs and better align its workforce with the needs of its business following (i) the Company’s recent announcement
that the Company’s Phase 2b study of lenabasum in patients with cystic fibrosis failed to meet its primary endpoint, (ii)
the Company’s recent announcement that topline data from its RESOLVE-1 Phase 3 study of lenabasum in patients with diffuse
cutaneous systemic sclerosis showed no significant differences in the primary and secondary endpoints when comparing lenabasum
to placebo and (iii) the Company’s ongoing reprioritizing of its research and development pipeline.
Under this plan, the
Company plans to reduce its 2020 workforce by 54%, including 89 employees that will be terminated, resulting in a workforce
of 76 employees. In connection with the reduction in workforce, and in compliance with the WARN Act, for a period of sixty
days commencing on October 8, 2020, the affected employees will be provided severance benefits, including cash severance
payments, reimbursement of medical insurance premiums, and outplacement services. Employees who have been employed
for more than one year will be offered an extended severance period. Each affected employee’s eligibility for these
severance benefits is contingent upon such employee’s execution (and no revocation) of a separation agreement, which includes
a general release of claims against the Company.
In
connection with this workforce reduction, the Company estimates that it will incur aggregate restructuring charges in the fourth
quarter of 2020 of approximately $3.3 million related to cash severance payments and other employee-related costs, which will
primarily be paid during the fourth quarter of 2020. The Company’s estimates are subject to a number of assumptions, and
actual results may differ. The Company may also incur additional costs not currently contemplated due to events that may occur
as a result of, or that are associated with, the workforce reduction.
The
Company recorded cash and cash equivalents of approximately $83 million at September 30, 2020. After giving effect
to the reduction in workforce measures discussed above, and certain other reductions in operations expenses, the Company is
aiming to have cash and cash equivalents to fund operations and capital requirements into the first half of 2022.
This
Item 2.05 contains forward-looking statements, including, but not limited to, statements related to the expected costs associated
with termination benefits and the financial impact of the reduction in force. These forward-looking statements are based on the
Company’s current expectations and inherently involve significant risks and uncertainties. The Company’s actual results
and the timing of events could differ materially from those anticipated in such forward looking statements as a result of these
risks and uncertainties, which include, without limitation, risks related to cost reduction efforts. In addition, the Company’s
workforce reduction costs may be greater than anticipated and the workforce reduction may have an adverse impact on the Company’s
development activities. A further description of the risks and uncertainties relating to the business of the Company is contained
in the Company’s Annual Report on Form 10-K for the year ended December 31, 2019, filed with the Securities and Exchange
Commission (the “SEC”) on March 16, 2020, and the Company’s subsequent current and periodic reports filed with
the SEC. The Company undertakes no duty or obligation to update any forward-looking statements contained in this Item 2.05 as
a result of new information, future events or changes in its expectations.
Item
5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements
of Certain Officers.
In
connection with the reduction in workforce described above, effective as of the close of business on October 23, 2020, Robert Discordia will no longer serve
as the Company’s Chief Operating Officer or be employed by the Company. Dr. Discordia will receive certain post-termination
benefits as set forth in his Amended and Restated Employment Agreement with the Company, effective as of April 11, 2020 (the “Discordia
Agreement”). The foregoing description of the Discordia Agreement does not purport to be complete and is qualified in its
entirety by reference to the full text of the Discordia Agreement, a copy of which was filed as Exhibit 10.5 to the Company’s
periodic report on Form 10-Q for the quarter ended March 30, 2020, and is incorporated herein by reference.
Item
7.01. Regulation FD.
On
October 8, 2020, the Company issued a press release announcing the restructuring plan. A copy of the press release is attached
hereto as Exhibit 99.1.
The
information in this Current Report on Form 8-K under Item 7.01, including the information contained in Exhibit 99.1, is being
furnished to the Securities and Exchange Commission, and shall not be deemed to be “filed” for the purposes of Section
18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities
of that section, and shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as
amended, or the Exchange Act, except as shall be expressly set forth by a specific reference in such filing.
Item
8.01 Other Information.
On
October 8, 2020, the Company also announced that it will allocate resources towards its lenabasum clinical development program
in dermatomyositis and systemic lupus erythematosus, and its pipeline of other novel drug candidates that target the endocannabinoid
system (“ECS”). The pipeline includes cannabinoid receptor type 1 (CB1) inverse agonists, follow-on cannabinoid receptor
type 2 (CB2) agonists, as well as other programs with their own unique mechanism of action in the ECS field.
The
Company plans to present the full dataset from the RESOLVE-1 Phase 3 study at upcoming medical conferences and is continuing to
analyze the data to better understand the potential for further study in systemic sclerosis. The full dataset from the Company’s
Phase 2b study in cystic fibrosis is currently being presented at the 2020 North American Cystic Fibrosis Conference.
Item
9.01 Financial Statements and Exhibits.
SIGNATURE
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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Date:
October 8, 2020
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By:
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/s/
Yuval Cohen
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Name:
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Yuval
Cohen, Ph.D.
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Title:
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Chief
Executive Officer
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