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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): February 09, 2023

 

 

CORBUS PHARMACEUTICALS HOLDINGS, INC.

(Exact name of Registrant as Specified in Its Charter)

 

 

Delaware

001-37348

46-4348039

(State or Other Jurisdiction
of Incorporation)

(Commission File Number)

(IRS Employer
Identification No.)

 

 

 

 

 

500 River Ridge Drive

 

Norwood, Massachusetts

 

02062

(Address of Principal Executive Offices)

 

(Zip Code)

 

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:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class

 

Trading
Symbol(s)

 


Name of each exchange on which registered

Common Stock, par value $0.0001 per share

 

CRBP

 

The Nasdaq Capital Market

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 Entry into a Material Definitive Agreement.

On February 12, 2023, Corbus Pharmaceuticals Holdings, Inc. (the “Company”) entered into an Exclusive License Agreement (the “License Agreement”) with CSPC Megalith Biopharmaceutical Co., Ltd. (“CSPC”), pursuant to which the Company received an exclusive license to obtain certain exclusive rights to develop and commercialize CRB-701 (SYS6002), a novel clinical stage antibody drug conjugate targeting Nectin-4. The License Agreement covers exclusive commercialization rights to CRB-701 in the United States, Canada, the European Union (including the European Free Trade Area), the United Kingdom, and Australia.

 

The Company will pay CSPC an upfront payment of $7.5 million ($5.0 million at signing followed by a $2.5 million payment after eighteen months). CSPC will also be eligible to receive low double digit royalties on net sales and up to $130 million in potential development and regulatory milestone payments and $555 million in potential commercial milestone payments.

 

The License Agreement shall expire on a country-by-country basis upon the later of: (i) the expiration or abandonment of the last to expire valid claim of a licensed patent in such country covering such licensed product, (ii) ten years after the date of first commercial sale in such country and (iii) expiration of the regulatory exclusivity for such licensed product in the applicable country. CSPC may terminate the License Agreement automatically upon written notice to the Company if the Company files a claim asserting that the patents licensed under the License Agreement are invalid or unenforceable or upon 180 days’ prior written notice to Corbus following a change of control of Corbus, subject to certain exceptions. The Company may terminate the License Agreement upon 180 days’ written notice to CSPC after full and timely payment of the $7.5 million upfront fee. Each party may terminate the License Agreement if the other party materially breaches its obligations under the License Agreement and fails to cure such material breach within 90 days from the date of such notice of breach or upon any bankruptcy proceedings by either party.

 

The License Agreement also contains customary representations, warranties and covenants, as well as customary provisions relating to indemnification, confidentiality and other matters.

 

A copy of the License Agreement will be filed as an exhibit in a subsequent periodic report to be filed under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On December 20, 2022, the Company held a special meeting of stockholders (the “Special Meeting”). At the Special Meeting, the Company’s stockholders granted the Company’s Board of Directors (the “Board”) the discretion to effect a reverse stock split of the Company’s issued and outstanding common stock (the “Common Stock”) through an amendment (the “Amendment”) to its Certificate of Incorporation, as amended and restated to date (the “Charter”), at a ratio of not less than 1-for-4 and not more than 1-for-40, such ratio to be determined by the Board.

 

On February 9, 2023, the Board approved a 1-for-30 Reverse Stock Split (“Reverse Stock Split”) and the Company filed the Amendment for the Reverse Stock Split with the Secretary of State of the State of Delaware. The Reverse Stock Split will become effective in accordance with the terms of the Amendment at 12:01 AM Eastern Time on February 14, 2023 (the “Effective Time”). The Common Stock will continue to be traded on The Nasdaq Capital Market under the symbol CRBP and will begin trading on a reverse split-adjusted basis when the market opens on Tuesday, February 14, 2023, under a new CUSIP number, 21833P301.

 

At the Effective Time, every 30 shares of the Company’s issued and outstanding Common Stock will be converted automatically into one issued and outstanding share of Common Stock, with no corresponding reduction in the number of authorized shares of Common Stock, and without any change in the par value per share. Stockholders holding shares through a brokerage account will have their shares automatically adjusted to reflect the 1-for-30 Reverse Stock Split. It is not necessary for stockholders holding shares of the Common Stock in certificated form to exchange their existing stock certificates for new stock certificates of the Company in connection with the Reverse Stock Split, although stockholders may do so if they wish.

 

The Reverse Stock Split will affect all stockholders uniformly and will not alter any stockholder’s percentage interest in the Company’s equity, except to the extent that the Reverse Stock Split would result in a stockholder owning a fractional share. No fractional shares will be issued in connection with the Reverse Stock Split. Stockholders who would otherwise be entitled to receive a fractional share will instead receive a cash payment (without interest) equal to such fraction multiplied by the average of the closing sales prices of Common Stock on the exchange the Company is currently trading during regular trading hours for the five consecutive trading days immediately preceding the effective date of the Reverse Stock Split (with such average closing sales prices being adjusted to give effect to the Reverse Stock Split). The Reverse Stock Split will reduce the number of shares of Common Stock outstanding from approximately 125,280,881 million shares to approximately 4,176,029 million shares. Proportional adjustments will be made to the number of shares of Common Stock issuable upon exercise or conversion of the Company’s equity awards, convertible preferred stock and warrants, as well as the applicable exercise price. Stockholders with shares in brokerage accounts should direct any questions concerning the Reverse Stock Split to their broker; all other stockholders may direct questions to the Company’s transfer agent, Continental Stock Transfer & Trust, at (212) 509-4000.

 


The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, which is filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated by reference herein.

Item 7.01 Regulation FD Disclosure.

On February 13, 2023, the Company issued a press release announcing the License Agreement and the Reverse Stock Split. A copy of the press release is furnished as Exhibit 99.1 hereto and shall not be deemed “filed” for the purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Exchange Act or the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.

Item 8.01 Other Events.

The Company is using the slides attached hereto as Exhibit 99.2 to this Current Report on Form 8-K in connection with management presentations to describe its business.

Item 9.01 Financial Statements and Exhibits.

 

(d)

Exhibits.

 

 

 

 

Exhibit No.

Description

3.1

Certificate of Amendment to the Amended and Restated Certificate of Incorporation of Corbus Pharmaceuticals Holdings, Inc., dated February 9, 2023

99.1

Press Release issued by Corbus Pharmaceuticals Holdings, Inc. dated February 13, 2023

99.2

Investor Presentation

104

Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

 


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.

 

 

 

Corbus Pharmaceuticals Holdings, Inc.

 

 

 

 

Date:

February 13, 2023

By:

/s/ Yuval Cohen

 

 

 

Name: Yuval Cohen
Title: Chief Executive Office

 


Exhibit 3.1

CERTIFICATE OF AMENDMENT TO THE

AMENDED AND RESTATED

CERTIFICATE OF INCORPORATION

OF

CORBUS PHARMACEUTICALS HOLDINGS, INC.

 

Corbus Pharmaceuticals Holdings, Inc. (the “Corporation”), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, does hereby certify as follows:

FIRST: The name of the Corporation is Corbus Pharmaceuticals Holdings, Inc.

SECOND: That a resolution was duly adopted by the Board of Directors of the Corporation pursuant to Section 242 of the General Corporation Law of the State of Delaware setting forth an amendment to the Certificate of Incorporation of the Corporation and declaring said amendment to be advisable. The stockholders of the Corporation duly approved said proposed amendment at a meeting of stockholders held in accordance with Section 242 of the General Corporation Law of the State of Delaware.

THIRD: Article FOURTH of the Amended and Restated Certificate of Incorporation of the Corporation, as amended to date, be and hereby is further amended by adding the following after the first paragraph of Section A of Article FOURTH:

“Upon effectiveness (“Effective Time”) of this amendment to the Amended and Restated Certificate of Incorporation of the Corporation, a one-for-thirty reverse stock split (the “Reverse Split”) of the Corporation’s shares of Common Stock that are issued and outstanding or held by the Corporation immediately prior to the Effective Time shall become effective, pursuant to which each thirty (such number, the “Reverse Split Factor”) shares of Common Stock issued and outstanding or held by the Corporation in treasury immediately prior to the Effective Time (“Old Common Stock”) shall automatically, and without any action by the holder thereof, be reclassified and combined into one (1) validly issued, fully paid and non-assessable share of Common Stock (“New Common Stock”), subject to the treatment of fractional interests as described below and with no corresponding reduction in the number of authorized shares of Common Stock.

No fractional shares of New Common Stock will be issued in connection with the Reverse Split. Stockholders of record who otherwise would be entitled to receive fractional shares of New Common Stock, will be entitled to receive cash (without interest) in lieu of fractional shares of New Common Stock, equal to the product of: (i) such fraction multiplied by (ii) the average of the closing sales prices of our Old Common Stock on the exchange the Corporation is currently trading during regular trading hours for the five consecutive trading days immediately preceding the date of the Effective Time multiplied by (iii) the Reverse Split Factor.

Each holder of a certificate or certificates representing one or more shares of the Old Common Stock shall be entitled to receive as soon as practicable, upon surrender of such certificate together with a properly completed and executed letter of transmittal in the form provided by the Corporation, a certificate or certificates representing the largest whole number of shares of New Common Stock to which such holder shall be entitled as a result of the Reverse Split. Each stock certificate that, immediately prior to the Effective Time, represented shares of Old Common Stock that were issued and outstanding immediately prior to the Effective Time shall, upon the Effective Time, automatically and without the necessity of presenting the same for exchange, represent that number of whole shares of New Common Stock into which the shares formerly represented by such certificate have been reclassified pursuant to the Reverse Split (as well as the right to receive cash

1


Exhibit 3.1

in lieu of any fractional shares of New Common Stock otherwise issuable in respect thereof after the Effective Time).”

FOURTH: That said amendment will have an Effective Time of 12:01 A.M., Eastern Time, on February 14, 2023.

IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to be signed by duly authorized officer this 9th day of February, 2023.

 

CORBUS PHARMACEUTICALS HOLDINGS, INC.

By: /s/ Yuval Cohen

Name: Yuval Cohen

Title: Chief Executive Officer

 

2


Exhibit 99.1

Corbus Pharmaceuticals expands oncology pipeline with the addition of a clinical stage Nectin-4 targeting Antibody Drug Conjugate (ADC)

CRB-701 (SYS6002) is designed for improved therapeutic index and to act on a broad range of Nectin-4 expressing tumors
Clinical development is underway and will focus on urothelial cancer and other Nectin-4-positive solid tumors potentially including lung, breast and prostate cancer
Licensing agreement with CSPC Pharmaceutical Group grants exclusive development and commercialization rights in the United States, Canada, Europe and Australia
A reverse stock split of 1:30 will be carried out in conjunction with this deal effective on February 14, 2023

---

Norwood, MA, February 13, 2023 (PR NEWSWIRE) -- Corbus Pharmaceuticals Holdings, Inc. (NASDAQ: CRBP) (“Corbus” or the “Company”), a precision oncology company, today announced that it has entered into an exclusive licensing agreement with CSPC Megalith Biopharmaceutical Co., Ltd, a subsidiary of CSPC Pharmaceutical Group Limited (CSPC; HKEX: 01093) for development and commercialization of CRB-701 (SYS6002): a novel clinical stage antibody drug conjugate (ADC) targeting Nectin-4. The agreement covers exclusive commercialization rights to CRB-701 in the United States, Canada, the European Union (including the European Free Trade Area), the United Kingdom, and Australia. CSPC will retain all rights to SYS6002 in the remaining global markets. The IND for CRB-701 has been cleared by the US FDA. CRB-701 is currently being investigated by CSPC in a Phase 1 dose escalation clinical trial in advanced solid tumors in China. Corbus is planning to bridge data from this Phase 1 trial to support a US clinical trial starting in 2024. Corbus and CSPC will work collaboratively to execute the clinical development of CRB-701 with Corbus responsible for the clinical development in the US and other licensed territories.

 

“This agreement adds a promising clinical-stage asset with a validated mechanism of action to our pipeline and reinforces the evolution of Corbus into a precision oncology company. We will leverage the R&D infrastructure that we have established for our TGFβ modulator (CRB-601) to also enhance our understanding of Nectin-4,” said Yuval Cohen, Ph.D., Chief Executive Officer of Corbus. “By combining recent cost-reduction measures as well as prioritization of resources to this new program, we can maintain our previously stated cash runway through the second quarter of 2024.”

 

CSPC will receive an upfront payment of $7.5 million. CSPC will also be eligible to receive royalties on net sales and up to $130 million in potential development and regulatory milestone payments and $555 million in potential commercial milestone payments.

 

“CRB-701 has several key features that support a differentiated profile,” said Rachael Brake, Ph.D., Chief Scientific Officer of Corbus. “These include site specific conjugation chemistry that leads to low payload release in plasma, a novel Fc-enabled antibody with an improved pharmacokinetic profile and toxicology data that suggests that there is an ability to achieve higher exposures with CRB-701. We look forward to working with CSPC to advance clinical development of this asset and realize its full potential.”

 

 

1


Exhibit 99.1

“This partnership with Corbus, is an example of our focused effort to bring our innovative pipeline overseas to help patients battling cancer. We look forward to collaborating with Corbus with the goal of developing this ADC as a potentially impactful treatment option to patients in need,” said Zhang Cuilong, Chief Executive Officer of CSPC.

 

Reverse Stock Split

 

Concurrent with the licensing agreement, Corbus also announced a 1-for-30 reverse stock split of its common stock, effective on February 14, 2023. Beginning on February 14, 2023, the Company’s common stock will continue to trade on The Nasdaq Capital Market on a reverse split adjusted basis under the trading symbol ‘CRBP’, but will trade under the following CUSIP number 21833P301: The reverse stock split was approved by Corbus stockholders on December 20th and is intended to increase the Company's stock price to regain compliance with the $1.00 minimum bid price requirement of The NASDAQ Capital Market. Upon effectiveness of the reverse stock split, every thirty shares of common stock issued and outstanding will be automatically converted into one share of Corbus common stock, with no corresponding reduction in the number of authorized shares of the common stock. Any fraction of a share of common stock that would be created will be paid out to stockholders in cash equal to such fraction multiplied by the average of the closing sales prices of the common stock on The Nasdaq Capital Market for the five consecutive trading days immediately preceding the effective date of the reverse split, adjusted to give effect to the 1-for-30 reverse split.

 

For additional information on the reverse stock split, please refer to Corbus’ Current Report on Form 8-K filed today, February 13, 2023.

 

About Corbus

 

Corbus is a precision oncology company committed to helping people defeat serious illness by bringing innovative scientific approaches to well understood biological pathways. Corbus’ current pipeline includes CRB-601, an anti-integrin monoclonal antibody that blocks the activation of TGFβ expressed on cancer cells, and CRB-701, a next generation antibody drug conjugate that targets the expression of Nectin-4 on cancer cells to release a cytotoxic payload. Corbus is headquartered in Norwood, Massachusetts. For more information on Corbus, visit corbuspharma.com. Connect with us on Twitter, LinkedIn and Facebook.

 

About CSPC Pharmaceutical Group Limited

 

CSPC is a leading pharmaceutical conglomerate in China with strong capabilities in research and development, manufacturing, and marketing of innovative drugs. The Company was listed on the Hong Kong Stock Exchange (stock code: HK1093) in 1994 and became a constituent stock of the Hang Sang Index in 2018. Currently, it is also a constituent stock of Hang Seng Composite Index, Hang Seng Healthcare Index, Hang Seng Mainland Healthcare Index, Hang Seng Stock Connect Index, Hang Seng (Hong Kong-listed) 100 Index and Hang Seng China Enterprise Index. CPSC has more than 24,000 employees. CSPC has a national top research and development team with research and development bases in Shijiazhuang, Shanghai, Beijing, and the United States, focusing on the discovery, research and development of small molecule targeted drugs, nanodrugs, monoclonal antibody drugs, bispecific antibody drugs, antibody-drug conjugates, mRNA vaccines, small nucleic acid drugs and biological drugs in the immune field. For more information, please visit its website at CSPC Pharmaceutical Group Limited.

 

2


Exhibit 99.1

Forward-Looking Statements
This press release contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 and Private Securities Litigation Reform Act, as amended, including those relating to the Company's restructuring, trial results, product development, clinical and regulatory timelines, market opportunity, competitive position, possible or assumed future results of operations, business strategies, potential growth opportunities, the Company’s compliance with Nasdaq’s continued listing criteria and other statement that are predictive in nature. These forward-looking statements are based on current expectations, estimates, forecasts and projections about the industry and markets in which we operate and management's current beliefs and assumptions.

 

These statements may be identified by the use of forward-looking expressions, including, but not limited to, "expect," "anticipate," "intend," "plan," "believe," "estimate," "potential,” "predict," "project," "should," "would" and similar expressions and the negatives of those terms. These statements relate to future events or our financial performance and involve known and unknown risks, uncertainties, and other factors, including whether the Company will be able to regain and maintain compliance with Nasdaq’s continued listing criteria, the potential impact of the COVID-19 pandemic and the potential impact of sustained social distancing efforts, on our operations, clinical development plans and timelines, which may cause actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Such factors include those set forth in the Company's filings with the Securities and Exchange Commission. Prospective investors are cautioned not to place undue reliance on such forward-looking statements, which speak only as of the date of this press release. The Company undertakes no obligation to publicly update any forward-looking statement, whether as a result of new information, future events or otherwise.

 

INVESTOR CONTACT:

Sean Moran

Chief Financial Officer

Corbus Pharmaceuticals, Inc.

sean.moran@corbuspharma.com

 

Bruce Mackle
Managing Director
LifeSci Advisors, LLC
bmackle@lifesciadvisors.com

3


Slide 1

Connecting Innovation to Purpose Corporate Presentation February 2023 NASDAQ: CRBP • CorbusPharma.com • @CorbusPharma Exhibit 99.2


Slide 2

Forward-Looking Statements This presentation contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 and Private Securities Litigation Reform Act, as amended, including those relating to the Company’s restructuring, trial results, product development, clinical and regulatory timelines, market opportunity, competitive position, possible or assumed future results of operations, business strategies, potential growth opportunities and other statements that are predictive in nature. These forward-looking statements are based on current expectations, estimates, forecasts and projections about the industry and markets in which we operate and management’s current beliefs and assumptions. These statements may be identified by the use of forward-looking expressions, including, but not limited to, “expect,” “anticipate,” “intend,” “plan,” “believe,” “estimate,” “potential,” “predict,” “project,” “should,” “would” and similar expressions and the negatives of those terms. These statements relate to future events or our financial performance and involve known and unknown risks, uncertainties, and other factors, including the potential impact of the recent COVID-19 pandemic and the potential impact of sustained social distancing efforts, on our operations, clinical development plans and timelines, which may cause actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Such factors include those set forth in the Company’s filings with the Securities and Exchange Commission. Prospective investors are cautioned not to place undue reliance on such forward-looking statements, which speak only as of the date of this presentation. The Company undertakes no obligation to publicly update any forward-looking statement, whether as a result of new information, future events or otherwise.


Slide 3

Introducing the new Corbus Pharmaceuticals Norwood, MA (Boston area) NASDAQ: CRBP Precision oncology + differentiated assets Established targets  enhance probability of success Multiple catalysts in 2023 – 2024


Slide 4

Compound Indications Preclinical Phase 1 Phase 2 Phase 3 Next Generation Nectin-4 targeting ADC CRB-701 Next generation Nectin-4 targeting ADC Urothelial cancer Nectin-4 enriched solid tumors Anti-Integrin mAb CRB-601 Anti-⍺vβ8 mAb (TGFβ-targeting) ⍺vβ8 enriched solid tumors IND Q3 2023 First Patient Q4 2023 A diversified pipeline with different risk profiles Ongoing (China) Starts 2024 (US and China) √  FDA IND cleared


Slide 5

CRB-701 Next Gen Nectin-4 Targeting ADC


Slide 6

Nectin-4 is a clinically validated target with untapped potential Nectin-4: Cell adhesion molecule important in adherence junction formation A ligand of TIGIT, known to inhibit NK cell activity Tumor-associated antigen (TAA) with a restricted distribution in normal tissue and overexpression in multiple tumors PADCEV® (SeaGen/Astellas) : Only FDA-approved Nectin-4 targeting ADC (in urothelial cancer)  has safety limitations Source(s): Heath, E.I., Rosenberg, J.E. The biology and rationale of targeting nectin-4 in urothelial carcinoma. Nat Rev Urol 18, 93–103 (2021). (Licensed permission) *Drug-to-antibody ratio Improve therapeutic index in urothelial cancer 1 Expansion beyond urothelial cancer 2 Opportunities for a novel ADC


Slide 7

PADCEV® projected to reach up to ~$5B in global sales by 2028 Late-stage Clinical Development Source(s): SeaGen website, Evaluate Ltd $5B 1Projected revenues for UC/Bladder only Indications Phase 1 Phase 2 Phase 3 Approved 2L+ Urothelial Cancer (UC) Monotherapy 1L Urothelial Cancer + pembrolizumab Muscle-invasive Bladder Cancer (MIBC) + pembrolizumab Advanced Solid Tumors Monotherapy ®


Slide 8

PADCEV® safety limitations impact tolerability and dose intensity A Black Box warning for PADCEV ® cautions physicians regarding the skin toxicity risk1 PADCEV® monotherapy1 PADCEV® + pembrolizumab2 Skin Reactions 55% 67% Peripheral Neuropathy 52% 61% PADCEV® Adverse Events (% of patients) Source(s): 1. PADCEV® Prescribing Information. 2. 2022 ESMO, LBA73 - Study EV-103 Cohort K. 3. Rosenberg et al., 2020, JCO April 1 38 (10) . Greater than 25% of PADCEV® discontinuations are linked to peripheral neuropathy 3 ®


Slide 9

CRB-701 CRB-701: next generation site-specific Nectin-4 targeting ADC CRB-701 Mechanism of CRB-701 ADC  Selective binding of CRB-701 to Nectin-4 Internalization of CRB-701/Nectin-4 complex via endocytosis Intracellular cytosol release of MMAE (payload) due to lysosomal trafficking MMAE cytotoxic effect – tubulin polymerization inhibition – G2/M cell cycle arrest - apoptosis Bystander effect: Nearby tumor cells exposed to MMAE/ADC released from targeted cell also undergo apoptosis Source(s): Modified image from Corbus data on file (SYS6002) MMAE = Monomethyl auristatin E ADCC = antibody-dependent cellular cytotoxicity CDC = complement dependent cytotoxicity


Slide 10

CRB-701 is designed to be an improved Nectin-4 targeting ADC Novel antibody Comparable affinity and selectivity to the antibody in current SOC but proprietary CDRs. CRB-701 has ADCC / CDC functionality. Potential for retreatment in PADCEV® intolerant patients. Designed for improved therapeutic index Site specific conjugation and novel linker technology enables homogenous payload incorporation & release. High plasma stability and low free plasma payload. Simpler manufacturing Single enzyme, KLICK™ linker chemistry with modification of a native antibody  simpler and cheaper CMC Preferred dosing Long half-life & low free plasma payload supports low frequency dosing vs. PADCEV® once-weekly dosing Source(s): Corbus data on file ADCC = antibody-dependent cellular cytotoxicity CDC = complement dependent cytotoxicity CDR = complementarity-determining region CMC = chemistry, manufacturing and controls


Slide 11

CRB-701: preclinical data suggests a differentiated Nectin-4 targeting ADC Longer half-life of the ADC and lower plasma concentration of payload Preferentially delivers payload to the tumor vs. plasma Better efficacy in Nectin-4 low expressing urothelial tumors Tumor Growth Inhibition (TGI) @ 3mg/kg in a primary human bladder cancer model (Nectin-4 H score = 50)  CRB-701 SOC 74.5%  (p < 0.05) 53.7% (p = 0.70) Rat Primate Treat tumors with low Nectin-4 expression Demonstrate low toxicity due to free payload Enhance efficacy by greater tumor delivery of payload Comparison of ADC and payload concentrations in tumor vs. plasma (tumor / serum ratio AUC 0-t ) Source(s): Corbus data on file MMAE = monomethyl auristatin E SOC = standard of care There is 164X more MMAE released in the tumor vs the blood reducing risk of toxicity 164X 0.5X Potential to: 55X 7X ADC @ Day 7 2.5X 5X Payload (Cmax) Compared to SOC ADC is present for longer than 7 days Less payload in plasma


Slide 12

CRB-701: differentiated by immune-mediated tumor destruction functionality The CRB-701 antibody has built-in Fc receptor binding activity  innate immune mediated tumor destruction CRB-701 has demonstrated potency against FcγR1, C1q and FcRn This additional antibody functionality is designed to increase efficacy of CRB-701 via a secondary mechanism CRB-701 Antibody-dependent cellular cytotoxicity (ADCC) < 1 nM CRB-701 Complement-dependent cytotoxicity (CDC) < 10 nM Source(s): Corbus data on file ADCC = antibody-dependent cellular cytotoxicity CDC = complement dependent cytotoxicity


Slide 13

CRB-701: designed for a differentiated product profile Feature CRB-701* PADCEV® BT8009 MOA ADC  ADC BTC  Clinical Stage Phase 1 (China) Approved Phase 2 Other functionality  ADCC + CDC No ADCC or CDC No ADCC or CDC Payload release Internalization Internalization Can release without internalization Linker conjugation Site specific Random Random Dosing TBD Low frequency 1.25 mg/kg Days 1, 8, 15 / 28 days 7.5 mg/m2  D1, 8/ 21 days Nectin-4 tumor expression required Active in low and high  Source(s): Company websites, clinicaltrials.gov, European Public Assessment Report of PADCEV® (2022). PADCEV® prescribing information. Rigby et al, BT8009; A Nectin-4 Targeting Bicycle Toxin Conjugate for Treatment of Solid Tumors. Mol Cancer Ther. 2022 Dec 2;21(12):1747-1756. doi: 10.1158/1535-7163.MCT-21-0875.2022. Chu et al., 2021 Clin Cancer Res. Sept 15; 27(18): doi:10.1158/1078-0432.CCR-20-4175. Jain et al, Current ADC Linker Chemistry. Pharm Res. 2015 Nov;32(11):3526-40. doi: 10.1007/s11095-015-1657-7. Center for Drug Evaluation and Research, NDA/BLA Multi-disciplinary Review and Evaluation – BLA 761137 (2019). Corbus data on file. *US and European commercialization rights in-licensed from CSPC Pharmaceutical Group (China) ADCC = antibody-dependent cellular cytotoxicity  CDC = complement dependent cytotoxicity  BTC = Bicycle toxin conjugate  


Slide 14

Urothelial cancer provides the first clinical validation of using a Nectin-4 targeting ADC PADCEV® in urothelial cancer 97% of patients were Nectin-4 positive2 290 avg H-score (range 14 - 300) 2 63% of samples had H-scores ≥ 100 in an independent study 524 patients2 PADCEV® monotherapy1 ORR 44% Complete Response 12% Mean DOR 7.6 months Nectin-4 expression spans beyond urothelial cancer3 UC <---- Other highly expressing tumors ----> Source(s): 1. PADCEV® Prescribing Information. 2. Chu et al., 2021 Clin Cancer Res. Sept 15; 27(18): doi:10.1158/1078-0432.CCR-20-4175. 3. Corbus proprietary analysis: Log2 nectin-4 expression in 10,000 individual tumors (primary data from TCGA) Elevated Nectin-4 expression: urothelial, breast, ovarian, cervical, colorectal, rectal, esophageal, gastric, lung, thyroid, prostate, cholangiocarcinoma, pancreatic cancer, testicular cancer


Slide 15

CRB-701 differentiation + novel development strategy  expansion beyond urothelial cancer CRB-701 Improved therapeutic Companion diagnostic Developing CDx is key to patient selection Indication validation Nonclinical validation of the Nectin-4 receptor will influence indication selection Limited competition Focus on indications outside of the scope of the current competitors CDx = companion diagnostic


Slide 16

Corbus data analysis points to specific tumors outside current competition Source(s): Corbus proprietary analysis: Log2 fold change of nectin-4 expression as a ratio to normal tissue Differentiation of CRB-701’s approach Selecting tumors with a strong differential Nectin-4 gene expression Uncovering insights re Nectin-4 (recycling & density) in nonclinical systems and primary tumors Creating validation in tumor types that support clinical development beyond the competition Tumor Types (redacted) Developing in unspecified, advanced solid tumors


Slide 17

CSPC: a top five biopharmaceutical company in China1 HKSE: 1093.HK Market Cap: $15.7B2 2021 Revenue: $4.1B2 # of employees: 23,000+ 864 drug licenses, 68 API licenses 1,363 patent applications among which 772 have been authorized ~300 R&D projects under development, ~100 innovative projects Recent US deals: Flame, Elevation Source(s): 1. GlobalData as of Dec 31, 2022. 2. Yahoo Finance as of Feb 10, 2023. Company websites. CSPC data on file.


Slide 18

CRB-701 collaboration will leverage CSPC capabilities Translational work on MOA in solid tumors Companion diagnostic validation Clinical bridging study in US using China RP2D (2024) Phase 1b/2 in Nectin-4 enriched solid tumors Dose escalation (underway in China) Urothelial cancer clinical development Companion diagnostic development Clinical drug supply Joint Steering Committee (JSC)


Slide 19

US activation of CRB-701 is planned in 2024 2023 Q1 2023 Q2 2023 Q3 2023 Q4 2024 Q1 2024 Q2 2024 Q3 2024 Q4 The Corbus development approach will consider: Clinical differentiation Translational validation Companion diagnostic development CRB-701 Development Timeline Non-clinical validation of Nectin-4 China US Candidate companion diagnostic development Dose Escalation FPI Dose Expansion US bridging RP2D US US Source(s): Corbus data on file.


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CRB-601 Potential “best-in-class” ⍺vβ8 mAb


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CRB-601 has the potential to enhance checkpoint inhibition Focus on adopting a precision-targeted approach Novel mechanism to target TGFb in the tumor microenvironment Large opportunity potential if POC is validated


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TGFβ TGFβ plays a central role in immunoregulation and cancer Source(s): Dahmani A, Delisle JS. TGF-β in T Cell Biology: Implications for Cancer Immunotherapy. Cancers (Basel). 2018;10(6):194. Published 2018 Jun 11. doi:10.3390/cancers10060194 TGFβ has been associated with immune cell exclusion in cancer Targeting TGFβ has been challenging Local tumor versus systemic signaling may be key Pro-inflammatory Anti-inflammatory Resistant Epithelium Tumor stroma


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TGFβ predicts poor clinical outcomes in a subset of cancer patients 0 25 20 15 10 5 0.0 0.2 0.4 0.6 0.8 1.0 N = 8,461 cancers, multiple cell types Time (years) Overall survival, % Immunogenomic subtypes in cancer Source(s): Thorsson, et al. The Immune Landscape of Cancer, Immunity. 2018; 48:817 C1 C2 C3 C4 C5 C6 WOUND HEALING INF-γ DOMINANT INFLAMMATORY LYMPHOCYTE DEPLETED IMMUNOLOGICALLY QUIET TGFβ DOMINANT TGFβ predominance gene signature Gene expression, immune cell quantification & network mapping 33 different cancer types / 8,000+ tumors


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Targeting the integrin ⍺vβ8 represents a novel approach to regulating TGFβ Source(s): Huang et al., 2021. Recent progress in TGFβ inhibitors for cancer therapy. Novel point of therapeutic intervention Blocking the ⍺vβ8 activation of TGFβ in the local tumor micro environment TGF-β Antibody Ligand Trap


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Significant opportunity in improving response to PD-1 /L1’s 70 - 80% of patients do not respond to PD-1/L1 therapy1 $70B+ in projected PD-1/L1 sales worldwide by 20282 Opportunity to improve response with biomarker-based, precision combos Source(s): Sun, JY., Zhang, D., Wu, S. et al. Resistance to PD-1/PD-L1 blockade cancer immunotherapy: mechanisms, predictive factors, and future perspectives. Biomark Res 8, 35 (2020). Evaluate, January 2023


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TGF-β signaling has a negative association with PD-L1 inhibitor responses clinically Anti PD-1 response in Urothelial cancer (68 responders / 230 non-responders) TGFb1 gene expression nonresponse p = 0.00011 OS (likelihood ratio test) p = 0.0096 Source(s): Mariathasan et al., 2018 Nature. 554(7693): 544–548. doi:10.1038/nature25501. OS (months) Positive Outcomes Negative Outcomes Pre-existing T-cell immunity High TMB An Increase in TGF-β signaling


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Renewed interest in TGFβ via new approaches to prevent activation Source(s): Company websites. Clinicaltrials.gov. Internall analysis. CRB-601 PF-06940434 SRK-181 ABBV-151 PLN-101095 TBD MOA ⍺vβ8 ⍺vβ8 L-TGFβ GARP (TGFβ1) ⍺vβ8/β1 ⍺vβ8 Clinical Stage IND in H2 2023 Phase 1 Phase 1 Phase 1 IND Preclinical Indications Solid Tumors Solid Tumors Solid Tumors Solid Tumors Solid Tumors TBD Type Monoclonal Antibody Monoclonal Antibody Monoclonal Antibody Monoclonal Antibody Small Molecule Small Molecule ROA IV IV IV IV Oral Oral


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CRB-601 enhances anti-PD-1 therapy in checkpoint inhibition sensitive and resistant murine tumor models CRB-601: 10 mg/kg BIW Anti-PD-1: 10 mg/kg BIW 10 animals / group Animals randomized at 50-80 mm3 Comparisons across arms *p<0.05, ***p<0.001, ****p<0.0001 % TGI MC38 EMT6 4T1 Anti-PD-1 54 -8 6 CRB-601 46 37 10 Combo 89 65 41 Resistant Checkpoint blockade sensitivity Sensitive MC38 (Inflamed Tumor) EMT6 (Excluded Tumor) 4T1 (Desert Tumor) *** **** **** *** * *** *** *** * Source(s): Corbus data on file


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Blockade of ⍺vβ8 in combination with anti-PD-1 increased TIL populations in immune excluded EMT6 tumors **** *** **** **** **** *** **** **** Ki67+CD4 T Cells Ki67+CD8 T Cells CD4 T Cells CD8 T Cells Tumor Size * *** * **** ** *** ** *** ** **** * **** * Treatment Days -14 0 3 6 10 Anti-PD-1, 10 mg/kg, IP CRB-601, 30 mg/kg, IP EMT6 orthotopic implantation PD readouts Tumor volume = 200 mm3 (when treatment initiated) *p<0.05; **p<0.01; ***p<0.001; ****p<0.0001 M1/M2 Ratio NK Cells ** ** **** **** * * Source(s): Corbus data on file


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Levels of αvβ8 expression on tumor cells are closely related to the antitumor activity of CRB-601 in the same syngeneic models. Corbus data demonstrates the value proposition of enriching patients for response CDx strategy for CRB-601 to increase probability of success Source(s): Corbus data on file CDx = companion diagnostic p values were calculated by t-test. *p <0.05, **p<0.01 TGI % vs. ⍺vβ8 %


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Applying a proprietary algorithm to define the clinical focus for CRB-601 A multi-parametric, immune-focused algorithm has refined indications for CRB-601 The combination of immune features and gene expression profiles have identified 9 indications for clinical priority High Low Quartiles Source(s): Corbus proprietary analysis Clustered Tumor Types


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Patient selection strategies will enhance the probability of success Source(s): Corbus proprietary analysis: Log2 fold change of nectin-4 expression as a ratio to normal tissue Controls Ovarian Melanoma Breast Colon Prioritization of indications with differential gene expression vs. normal tissues will emphasize focus on the tumor potential of ⍺vβ8 Development of a NEW patient enrichment biomarker will assist in enriching for responses and addressing the right immune resistant patient population with CRB-601 Tumor Types (redacted)


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CRB-601 Next Steps IND filing scheduled for H2-2023 FPI expected before the end of 2023 Non-clinical validation of a potential patient selection biomarker in 2023 Dose escalation and confirmation will be the focus through 2024


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Upcoming catalysts


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2023 - 2024 Catalysts 2023 Q1 2023 Q2 2023 Q3 2023 Q4 2024 Q1 2024 Q2 2024 Q3 2024 Q4 CRB - 601 ⍺vβ8 mAb CRB - 701 Nectin-4 targeting ADC FPI (China) RP2D (China) RP2D (US) US CDx partnership IND FPI AACR-NCI-EORTC ASCO Clin Pharm TGFβ Summit Trials in Progress AACR ESMO ASCO Trials in Progress Bridging (US) Conference presentation Clinical milestone SITC Non-clinical update PK = pharmacokinetics CDx = companion diagnostic RP2D = recommended phase 2 dose FPI = first patient in  


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Leadership


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Management Team Yuval Cohen, PhD Chief Executive Officer, Director Corbus co-founder and Chief Executive Officer since 2014. Previously the President and co-founder of Celsus Therapeutics from 2005 Sean Moran, CPA, MBA Chief Financial Officer Corbus co-founder and Chief Financial Officer since 2014. Prior senior financial management experience in emerging biotech and medical device companies. Craig Millian, MBA Chief Operating Officer Experience leading commercial organizations and building successful brands at multiple biopharma companies Rachael Brake, PhD Chief Scientific Officer Expert in developing and executing innovative drug discovery and clinical development oncology programs at several leading pharmaceutical companies Christina Bertsch Head of Human Resources Accomplished senior human resource executive providing strategic HR consulting services to both large and small businesses across a variety of industries


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Board of Directors Amb. Alan Holmer Ret. Chairman of the Board More than two decades of public service in Washington, D.C. including Special Envoy to China; Former CEO of PhRMA Avery W. (Chip) Catlin Director More than 25 years of senior financial leadership experience in life science companies; Former CFO and Secretary of Celldex Therapeutics Yuval Cohen, PhD Chief Executive Officer, Director Corbus co-founder and Chief Executive Officer since 2014. Previously the President and co-founder of Celsus Therapeutics from 2005 Rachelle Jacques Director More than 25-year professional career, experience in U.S. and global biopharmaceutical commercial leadership, including multiple high-profile product launches in rare diseases; CEO of Akari Therapeutics (NASDAQ: AKTX) John K. Jenkins, MD Director Distinguished 25-year career serving at the U.S. FDA, including 15 years of senior leadership in CDER and OND Pete Salzmann, MD, MBA Director 20 years of industry experience and currently serves as Chief Executive Officer of Immunovant (NASDAQ: IMVT), a biopharmaceutical company focused on developing therapies for patients with autoimmune diseases Anne Altmeyer, PhD, MBA, MPH Director 20 years of experience advancing oncology R&D programs and leading impactful corporate development transactions; currently President & CEO of TigaTx


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Investment Summary Advancing anti-⍺vβ8 integrin program to IND submission in H2-2023 Engaging in business development activities to expand Corbus oncology pipeline Sufficient capital to fund operations through the second quarter of 2024 CRBP Ticker $66 Million Cash and investments as of  September 30,2022  4.17M Common Shares Outstanding1 (4.87M Fully Diluted) 1 Focus on developing precision oncology + differentiated assets Clinically developing the next generation Nectin-4 targeting ADC 1. Reflects 1 for 30 reverse stock split effective Feb 14, 2023


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