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): March 01, 2023 |
CORBUS PHARMACEUTICALS HOLDINGS, INC.
(Exact name of Registrant as Specified in Its Charter)
Delaware |
001-37348 |
46-4348039 |
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(State or Other Jurisdiction |
(Commission File Number) |
(IRS Employer |
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500 River Ridge Drive |
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Norwood, Massachusetts |
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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:
Securities registered pursuant to Section 12(b) of the Act:
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Trading |
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Common Stock, par value $0.0001 per share |
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CRBP |
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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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On March 1, 2023, the Board of Directors (the “Board”) of Corbus Pharmaceuticals Holdings, Inc. (the “Company”), upon the recommendation of the Nominating and Corporate Governance Committee of the Board, appointed Yong Ben, M.D., MBA, age 49, to serve as a member of the Board. Dr. Ben will hold this position until the next annual meeting of the Company’s stockholders or until his successor is elected and qualified, subject to his earlier resignation or removal.
Dr. Ben has over 20 years of clinical development expertise including strategic planning, oncology clinical trial design and execution and successful BLA/NDA submissions. Dr. Ben is currently Venture Partner at Eight Roads Venture (formerly known as Fidelity Ventures) since August 2022. Prior to that, Dr. Ben served as Chief Medical Officer for BeiGene, Ltd. (NASDAQ: BGNE), a global biotechnology company specializing in drugs for cancer treatment, from February 2019 to February 2022, and served as a clinical advisor with the company until July 2022. Prior to BeiGene, Dr. Ben served as Chief Medical Officer for BioAtla, Inc. (NASDAQ: BCAB), an immunotherapy company, from May 2017 to February 2019. Prior to BioAtla, Dr. Ben was the Global Clinical Leader, Immuno-Oncology Clinical Development, for AstraZeneca PLC (NASDAQ: AZN) from August 2014 to May 2017. Dr. Ben received his medical degree from Norman Bethune College of Medicine and was a surgical oncologist at Peking Union Medical College Hospital with a post-doctoral fellowship at California Pacific Medical Center. Dr. Ben also received a MBA from the University of California, San Diego.
Dr. Ben will participate in the Company’s standard non-employee director compensation plan, including an initial option grant to purchase 5,307 shares of the Company’s common stock, par value $0.0001 per share (“Common Stock”) upon joining the Board, an annual cash retainer fee of $40,000 (pro-rated for the current year), and an annual stock option grant to purchase shares of the Company’s Common Stock.
There are no transactions between Dr. Ben and the Company that would be reportable under Item 404(a) of Regulation S-K.
Concurrently with the appointment, the Company entered into an indemnification agreement with Dr. Ben (the “Indemnification Agreement”), in the form previously entered into by the Company with each of the Company’s directors and executive officers, the form of which was filed as Exhibit 10.15 to the Amendment No. 1 to Company’s Registration Statement on Form S-1 filed with the Securities and Exchange Commission on September 30, 2014. The Indemnification Agreement, subject to limitations contained therein, will obligate the Company to indemnify Dr. Ben, to the fullest extent permitted by applicable law, for certain expenses, including attorneys’ fees, judgments, penalties, fines and settlement amounts actually and reasonably incurred by him in any threatened, pending or completed action, suit, claim, investigation, inquiry, administrative hearing, arbitration or other proceeding arising out of his services as a director. Subject to certain limitations, the Indemnification Agreement provides for the advancement of expenses incurred by the indemnitee, and the repayment to the Company of the amounts advanced to the extent that it is ultimately determined that the indemnitee is not entitled to be indemnified by the Company. The Indemnification Agreement also creates certain rights in favor of the Company, including the right to assume the defense of claims and to consent to settlements. The Indemnification Agreement does not exclude any other rights to indemnification or advancement of expenses to which the indemnitee may be entitled under applicable law, the certificate of incorporation or bylaws of the Company, any agreement, a vote of stockholders or disinterested directors, or otherwise.
The foregoing is a summary of the material terms of the Indemnification Agreement and does not purport to be complete.
Item 7.01 Regulation FD Disclosure.
On March 6, 2023, the Company issued a press release announcing the appointment of Dr. Ben to its Board of Directors. 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 9.01 Financial Statements and Exhibits.
(d) The following exhibit is furnished with this report:
Exhibit No. |
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Description |
99.1 |
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Press Release issued by Corbus Pharmaceuticals Holdings, Inc. dated March 6, 2023. |
104 |
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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 thereunto duly authorized.
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CORBUS PHARMACEUTICALS HOLDINGS, INC |
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Date: |
March 6, 2023 |
By: |
/s/ Yuval Cohen |
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Name: Yuval Cohen |
Exhibit 99.1
Corbus Pharmaceuticals Expands Board of Directors with Appointment of Yong Ben, M.D., MBA
Norwood, MA, March 6, 2023 (PR NEWSWIRE) -- Corbus Pharmaceuticals Holdings, Inc. (NASDAQ: CRBP) (“Corbus” or the “Company”), a precision oncology company, today announced the appointment of Yong Ben, M.D., MBA, to the Company’s Board of Directors.
“Dr. Ben is a distinguished oncology researcher and pharma industry executive, with multiple drug approvals to his credit, and his appointment is a welcome addition to our Board,” Alan Holmer, Chairman of the Board of Directors of Corbus. “Our recent license agreement for CRB-701 has helped cement our position as a precision oncology, and this appointment augments our Board with extensive experience in oncology drug development in both the US and China. Dr. Ben’s more recent work in healthcare venture investment will add unique perspective. We look forward to his contributions.”
“Throughout his career, Dr. Ben has led complex and diverse clinical development programs from Phase 1 to Phase 3 trials, from strategic planning and study execution to regulatory submissions,” added Dr. Yuval Cohen, Chief Executive Officer of Corbus. “We look forward to his expert counsel as we advance our nectin-4 targeting ADC (CRB-701) and our TGF-beta targeting mAb (CRB-601) programs.”
Dr. Ben has over 20 years of medical experience in academia and pharmaceutical and biotech companies, including clinical practice, drug discovery and development in oncology and hematological malignancies. He is currently venture partner at Eight Roads Venture (formerly known as Fidelity Ventures). Prior to that he was Chief Medical Officer, Solid Tumors at BeiGene Pharmaceuticals. Prior to BeiGene, Dr. Ben served as Chief Medical Officer at San Diego-based biotech company BioAtla. Previously, he was global clinical leader of immuno-oncology clinical development at AstraZeneca, leading the approval of durvalumab in urothelial cancer. Dr. Ben’s career highlights also include his work on the approval of ixazomib in multiple myeloma at Millennium Pharmaceuticals and the approval of axitinib in renal cancer at Pfizer. He started his career as a surgical oncologist at Peking Union Medical College Hospital and completed a postdoctoral fellowship at California Pacific Medical Center. Dr. Ben received his medical degree from Norman Bethune College of Medicine and his MBA from the University of California, San Diego.
“Corbus has assembled a compelling pipeline of precision oncology assets, and I am excited by the prospect of targeting Nectin-4 and TGFb,” said Dr. Ben. “I look forward to working with the talented Corbus team to develop CRB-701 and CRB-601 and realize their potential.”
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-701, a next generation antibody drug conjugate that targets the expression of Nectin-4 on cancer cells to release a cytotoxic payload and CRB-601, an anti-integrin monoclonal antibody that blocks the activation of TGFβ expressed on cancer cells. Corbus is headquartered in Norwood, Massachusetts. For
more information on Corbus, visit corbuspharma.com. Connect with us on Twitter, LinkedIn and Facebook.
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