EXPLANATORY NOTE
Pursuant to General Instruction E to Form S-8 under the Securities Act of 1933, as amended, this
Registration Statement is filed by Corbus Pharmaceuticals Holdings, Inc. (the Company) for the purpose of registering additional shares of the Companys common stock, par value $0.0001 per share (the Common Stock) under
the Companys 2014 Equity Compensation Plan (the 2014 Plan). The number of shares of Common Stock available for issuance under the 2014 Plan is subject to an automatic annual increase on January 1 of each year beginning in 2015
and ending on (and including) January 1, 2024, equal to the greater of (i) seven percent (7%) of the total number of shares of Common Stock outstanding on December 31st of the preceding calendar year, or (ii) the difference between
(x) twenty percent (20%) of the total number of shares of Common Stock outstanding on December 31st of the preceding calendar year, and (y) the total number of shares of Common Stock reserved under the 2014 Plan on December 31st of such
preceding calendar year (including shares subject to outstanding Awards (as defined in the 2014 Plan), issued pursuant to Awards or available for future Awards), or a lesser number of shares of Common Stock determined by the board of directors of
the Company (the Evergreen Provision). This Registration Statement registers an aggregate of 8,766,162 additional shares of Common Stock available for issuance under the 2014 Plan as a result of the Evergreen Provision.
The shares of Common Stock registered pursuant to this Registration Statement are of the same class of securities as the 6,850,334 shares of
Common Stock registered for issuance under the 2014 Plan pursuant to the currently effective Registration Statement on Form S-8 (Registration No. 333-200350) filed
on November 18, 2014, the 1,815,683 shares of Common Stock registered for issuance under the 2014 Plan pursuant to the currently effective
Registration Statement on Form S-8 (Registration No.
333-201898) filed on February 5, 2015, the 1,250,000 shares of Common Stock registered for issuance under the 2014 Plan pursuant to the
currently effective Registration Statement on Form S-8 (Registration No.
333-210428) filed on March 28, 2016, the 3,127,722 shares of Common Stock registered for issuance under the 2014 Plan pursuant to the
currently effective Registration Statement on Form S-8 (Registration No.
333-216547) filed on March 9, 2017, the 2,500,000 shares of Common Stock registered for issuance under the 2014 Plan pursuant to the currently
effective Registration Statement on Form S-8 (Registration No.
333-223745) filed on March 16, 2018, the 3,000,000 shares of Common Stock registered for issuance under the 2014 Plan pursuant to the currently
effective Registration Statement on Form S-8 (Registration No.
333-230219) filed on March 12, 2019, the 4,527,103 shares of Common Stock registered for issuance under the 2014 Plan pursuant to the currently
effective Registration Statement on Form S-8 (Registration No.
333-237240) filed on March 17, 2020 and the 2,500,000 shares of Common Stock registered for issuance under the 2014 Plan pursuant to the currently
effective Registration Statement on Form S-8 (Registration No.
333-254350) filed on March 16, 2021. The information contained in the Companys Registration Statements on Form S-8 (Registration Nos. 333-200350, 333-201898, 333-210428,
333-216547, 333-223745, 333-230219, 333-237240 and
333-254350) is hereby incorporated by reference pursuant to General Instruction E.
I-1