As filed with the Securities and Exchange Commission on November 18, 2014
Registration No.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
CORBUS PHARMACEUTICALS HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
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Delaware
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46-4348039
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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100 River Ridge Drive
Norwood, MA 02062
Telephone: 617-963-0100
(Address of Principal Executive Offices) (Zip Code)
CORBUS
PHARMACEUTICALS HOLDINGS, INC. 2014 EQUITY COMPENSATION PLAN
(Full title of the plan)
Yuval Cohen
Chief
Executive Officer
Corbus Pharmaceuticals Holdings, Inc.
100 River Ridge Drive
Norwood, MA 02062
Telephone: 617-963-0100
(Name and address of agent for service)
Telephone Number, Including Area Code of agent for service)
Copies to:
Michael
J. Lerner, Esq.
Steven M. Skolnick, Esq.
Lowenstein Sandler LLP
1251 Avenue of the Americas
New York, New York 10020
Telephone: (212) 262-6700
Indicate by check
mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting
company” in Rule 12b-2 of the Exchange Act. (Check one):
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Large accelerated filer
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¨
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Accelerated filer
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¨
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Non-accelerated filer
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¨
(Do not check if a smaller reporting company)
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Smaller Reporting Company
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x
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CALCULATION OF
REGISTRATION FEE
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Title of securities
to be registered
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Amount
to be
registered(1)
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Proposed
maximum
offering price
per share(2)
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Proposed
maximum
aggregate
offering price(2)
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Amount of
registration fee(2)
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Common Stock, $0.0001 par value per share
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6,850,334
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$3.25
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$22,263,586.00
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$2,588.00
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(1)
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Covers 6,850,334 shares of common stock issuable under the Corbus Pharmaceuticals Holdings, Inc. 2014 Equity Compensation Plan (the “2014
Plan”), and, pursuant to Rule 416(c) under the Securities Act of 1933, as amended, an indeterminable number of shares of common stock issuable under the 2014 Plan, as these amounts may be adjusted as a result of stock splits, stock dividends,
antidilution provisions, and similar transactions.
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(2)
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Pursuant to Rule 457(c) and Rule 457(h) under the Securities Act of 1933, as amended, the proposed maximum offering price per share and the proposed
maximum aggregate offering price are estimated for the purpose of calculating the amount of the registration fee with respect to the (i) 3,584,382 shares subject to outstanding stock option awards under the 2014 Plan and (ii) 3,265,952 shares
available for future awards under the 2014 Plan, which is based on the average of the high and low sales price on the OTC Bulletin Board on November 17, 2014.
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TABLE OF CONTENTS
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The documents containing the information specified in Part I of this Registration Statement will be sent or given to
participants in the Corbus Pharmaceuticals Holdings, Inc. 2014 Equity Compensation Plan (the “2014 Plan”), as specified by Rule 428(b)(i) under the Securities Act of 1933, as amended (the “Securities Act”). Such documents are not
required to be, and are not being, filed by the Company with the Securities and Exchange Commission (the “SEC”), either as part of this Registration Statement or as prospectuses or prospectus supplements pursuant to Rule 424 under the
Securities Act. Such documents, together with the documents incorporated by reference herein pursuant to Item 3 of Part II of this Registration Statement, constitute a prospectus that meets the requirements of Section 10(a) of the
Securities Act.
Throughout this Registration Statement, the words “Corbus,” “we,” “us,” the
“Company,” and “our” refer to Corbus Pharmaceuticals Holdings, Inc. and its subsidiaries.
I-1
Part II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
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Item 3.
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Incorporation of Documents by Reference.
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The following documents, which have been filed by Corbus Pharmaceuticals Holdings, Inc. (the “Company”) with the
Commission, are hereby incorporated by reference in this Registration Statement:
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The Company’s Prospectus dated October 3, 2014 filed pursuant to Rule 424(b) of the Securities Act of 1933, as amended (the
“Securities Act”) (Registration Statement No. 333-198563) on October 7, 2014 and which includes audited financial statements for the Company’s latest fiscal year; and
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•
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The Company’s Quarterly Report on Form 10-Q filed with the SEC on November 13, 2014.
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All documents subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act
of 1934, as amended (the “Exchange Act”), after the date of this Registration Statement and prior to the filing of a post-effective amendment to this Registration Statement which indicates that all securities offered hereby have been sold
or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of filing of such documents. Any statement contained in a document
incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which
also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration
Statement. Copies of these documents are not required to be filed with this Registration Statement, and nothing in this Registration Statement shall be deemed to incorporate information furnished but not filed with the SEC.
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Item 4.
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Description of Securities.
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Not applicable.
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Item 5.
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Interests of Named Experts and Counsel.
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Not applicable.
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Item 6.
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Indemnification of Directors and Officers.
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Section 145 of the General Corporation Law of the State of Delaware (the “DGCL”) permits a corporation, under
specified circumstances, to indemnify its directors, officers, employees and agents against expenses (including attorneys’ fees) and other liabilities actually and reasonably incurred by them as a result of any suit (other than a suit brought
by or in the right of the corporation) brought against them in their capacity as such, if they acted in good faith and in a manner they reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any
criminal action or proceeding, if they had no reasonable cause to believe their conduct was unlawful. Section 145 of the DGCL also provides that directors, officers, employees and agents may also be indemnified against expenses (including
attorneys’ fees) actually and reasonably incurred by them in connection with a suit brought by or in the right of the corporation if they acted in good faith and in a manner they reasonably believed to be in or not opposed to the best interests
of the corporation, except that no indemnification may be made, unless otherwise determined by the court, if such person was adjudged liable to the corporation. The DGCL provides that the indemnification described above shall not be deemed exclusive
of other indemnification that may be granted by a corporation pursuant to its by-laws, disinterested directors’ vote, stockholders’ vote, agreement or otherwise.
The DGCL also provides corporations with the power to purchase and maintain insurance on behalf of any person who is or was a
director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation in a similar capacity for another corporation, partnership, joint venture, trust or other enterprise, against any liability asserted
against such person and incurred by such person in any such capacity, or arising out of his or her status, whether or not the corporation would have the power to indemnify him or her against such liability as described above.
II-1
The Company’s certificate of incorporation, as amended, and bylaws provide
for indemnification of our directors and executive officers to the maximum extent permitted by the DGCL. In addition, the Company entered into indemnification agreements with each of its current directors and executive officers. Each indemnification
agreement provides that we will indemnify the director or executive officer to the fullest extent permitted by law for claims arising in his or her capacity as our director, officer, employee or agent, provided that he or she acted in good faith and
in a manner that he or she reasonably believed to be in, or not opposed to, our best interests and, with respect to any criminal proceeding, had no reasonable cause to believe that his or her conduct was unlawful. In the event that we do not assume
the defense of a claim against a director or executive officer, we are required to advance his or her expenses in connection with his or her defense, provided that he or she undertakes to repay all amounts advanced if it is ultimately determined
that he or she is not entitled to be indemnified by us. The Company also intends to enter into indemnification agreements with its future directors and executive officers.
The Company has purchased directors’ and officers’ liability insurance. The Company believes that this insurance is
necessary to attract and retain qualified directors and officers.
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Item 7.
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Exemption from Registration Claimed.
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Not applicable.
For a list of exhibits, see the Exhibit Index in this Registration Statement, which is incorporated into this Item by
reference.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration
statement:
(i) To include any prospectus required by section 10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or
the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of
securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with
the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in
the effective registration statement;
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;
Provided, however
, (1) that Paragraphs (a)(1)(i) and (a)(1)(ii) of this section do not apply if the
information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to section 13 or section 15(d) of the Securities Exchange Act of
1934 (15 U.S.C. 78m or 78o(d)) that are incorporated by reference in the registration statement.
II-2
(2) That, for the purpose of determining any liability under the Securities
Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering
thereof.
(3) To remove from registration by means of a post-effective amendment any of the securities being
registered which remain unsold at the termination of the offering.
(b) The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to section 13(a) or section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each
filing of an employee benefit plan’s annual report pursuant to section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the
Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Norwood, Commonwealth of Massachusetts, on
this 18th day of November, 2014.
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Corbus Pharmaceuticals Holdings, Inc.
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By:
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/s/ Yuval Cohen Ph.D.
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Yuval Cohen Ph.D.
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Chief Executive Officer
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POWER OF ATTORNEY AND SIGNATURES
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Yuval Cohen Ph.D.
and Sean Moran, and each of them, his attorney-in-fact, with full power of substitution for him in any and all capacities, to sign any amendments to this Registration Statement, including any and all pre-effective and post-effective amendments and
to file such amendments thereto, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that said attorneys-in-fact, or their substitute or substitutes, may
do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this
registration statement has been signed by the following persons in the capacities and on the dates indicated.
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Person
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Capacity
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Date
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/s/ Yuval Cohen
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Chief Executive Officer and Director
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Yuval Cohen
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(Principal Executive Officer)
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November 18, 2014
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/s/ Sean Moran
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Chief Financial Officer
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Sean Moran
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(Principal Financial and Accounting Officer)
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November 18, 2014
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/s/ Alan Holmer
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Alan Holmer
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Director
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November 18, 2014
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/s/ David Hochman
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David Hochman
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Director
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November 18, 2014
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/s/ Renu Gupta
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Renu Gupta
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Director
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November 18, 2014
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/s/ Avery W. Catlin
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Avery W. Catlin
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Director
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November 18, 2014
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II-4
EXHIBIT INDEX
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Exhibit
Number
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Description of Exhibit
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4.1
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Certificate of Incorporation of Corbus Pharmaceuticals Holdings, Inc. (incorporated herein by reference to Exhibit 3.1 of the Registration Statement on Form S-1
(File No. 333-198563) filed by the registrant on September 3, 2014).
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4.2
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Certificate of Amendment of the Certificate of Incorporation of Corbus Pharmaceuticals Holdings, Inc. (incorporated herein by reference to Exhibit 3.2 of the
Registration Statement on Form S-1 (File No. 333-198563) filed by the registrant on September 3, 2014).
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4.3
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Bylaws of Corbus Pharmaceuticals Holdings, Inc. (incorporated herein by reference to Exhibit 3.3 of the Registration Statement on Form S-1 (File No. 333-198563)
filed by the registrant on September 3, 2014).
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4.4
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Form of Common Stock Certificate.*
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5.1
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Opinion of Lowenstein Sandler LLP.*
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23.1
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Consent of EisnerAmper LLP.*
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23.2
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Consent of Lowenstein Sandler LLP (filed as part of Exhibit 5.1).*
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24.1
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Power of Attorney (included on the signature page to this registration statement on Form S-8).*
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99.1
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Corbus Pharmaceuticals Holdings, Inc. 2014 Equity Compensation Plan (incorporated herein by reference to Exhibit 10.5 of the Registration Statement on Form S-1
(File No. 333-198563) filed by the registrant on September 3, 2014).
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II-5
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Exhibit 4.4
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Exhibit 4.4
Corbus Pharmaceuticals Holdings, Inc.
NUMBER
CERT.
SHARES
COMMON STOCK
INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE
$0.0001 PAR VALUE COMMON STOCK
THIS CERTIFIES
THAT
*SPECIMEN*
Is The Owner of
FULLY PAID AND NON-ASSESSABLE
SHARES OF COMMON STOCK OF
Corbus Pharmaceuticals Holdings, Inc.
Transferable on the books of the Corporation in person or by duly authorized attorney upon surrender of this Certificate
properly endorsed. This Certificate is not valid until countersigned by the Transfer Agent and registered by the Registrar.
Dated:
COUNTERSIGNED AND REGISTERED:
VSTOCK TRANSFER, LLC
Transfer Agent and Registrar
By:
AUTHORIZED SIGNATURE
Chief Financial Officer
Exhibit 5.1
Letterhead of Lowenstein Sandler LLP
November 18, 2014
Corbus
Pharmaceuticals Holdings, Inc.
100 River Ridge Drive
Norwood, MA 02602
Re: Registration Statement on Form S-8
Corbus Pharmaceuticals Holdings, Inc. 2014 Equity Compensation Plan
Ladies and Gentlemen;
We have acted as special counsel to Corbus Pharmaceuticals Holdings, Inc., a Delaware corporation (the “Company”),
in connection with the Company’s filing on the date hereof with the Securities and Exchange Commission of a Registration Statement on Form S-8 (the “Registration Statement”) under the Securities Act of 1933, as amended. The
Registration Statement relates to the registration of 6,850,334 shares (the “Shares”) of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), issuable pursuant to the Corbus Pharmaceuticals Holdings,
Inc. 2014 Equity Compensation Plan (the “Plan”).
In connection with rendering this opinion, we have examined or
are familiar with the Certificate of Incorporation, as amended, the Bylaws of the Company, the corporate proceedings with respect to the authorization of the Registration Statement, and such other certificates, instruments and documents as we have
considered necessary or appropriate for purposes of this opinion and have made such inquiries of such officers and representatives, as we have deemed relevant and necessary as a basis for the opinion hereinafter set forth. In such examination, we
have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, conformity to the original documents of all documents submitted to us as copies and the authenticity of the originals of such latter
documents. As to any facts material to our opinion, we have, when relevant facts were not independently established, relied upon the Registration Statement and the aforesaid records, certificates and documents.
We assume that the Company has sufficient unissued and unreserved shares of Common Stock (or will validly amend the
Company’s Certificate of Incorporation, as amended, to authorize a sufficient number of shares of Common Stock prior to the issuance thereof) available for issuance as provided in the Registration Statement and any related amendment thereto or
prospectus supplement.
Based upon such examination and review, we are of the opinion that the Shares have been duly
authorized and will, upon issuance and delivery in accordance with the terms of the Plan, be legally issued, fully paid and nonassessable outstanding shares of Common Stock.
The opinion expressed herein is limited to the corporate laws of the State of Delaware (including the statutory provisions,
all applicable provisions of the Delaware Constitution and reported judicial decisions interpreting the foregoing) and we express no opinion as to the effect on the matters covered by this letter of the laws of any other jurisdiction. We assume no
obligation to advise you of facts or circumstances that come to our attention or changes in law that occur which could affect the opinions contained herein.
We hereby consent to the filing of a copy of this opinion letter as an exhibit to the Registration Statement. In giving this
consent, we do not admit that this Firm is in the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the rules and regulations of the SEC promulgated thereunder.
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Very truly yours,
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By:
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/s/ Lowenstein Sandler LLP
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Lowenstein Sandler LLP
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