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

CORBUS PHARMACEUTICALS HOLDINGS, INC.

(Exact name of Registrant as Specified in Its Charter)

(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:

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 8.01 Other Events.

Financial Update and Preliminary Financial Information for the Year Ended December 31, 2023

Through the date of this filing, Corbus Pharmaceuticals Holdings, Inc. (the “Company”) has sold or agreed to sell approximately $16.8 million in aggregate gross proceeds of shares of its common stock under the Open Market Sale Agreement, dated August 6, 2020, by and between the Company and Jefferies LLC (as amended, the “Sale Agreement”).

The Company has not finalized its financial statements as of and for the year ended December 31, 2023. Based on its current estimates, the Company expects to report that it had cash, cash equivalents, and investments of approximately $20.9 million as of December 31, 2023, which includes $13.7 million in cash and cash equivalents. The actual amounts that the Company will report will be subject to its financial closing procedures and any final adjustments that may be made prior to the time its financial results for the year ended December 31, 2023 are finalized and filed with the U.S. Securities and Exchange Commission. The preliminary financial data included herein has been prepared by, and is the responsibility of, management. The Company’s independent registered public accounting firm has not audited, reviewed, compiled, or applied agreed-upon procedures with respect to the preliminary financial data and, accordingly, does not express an opinion or any other form of assurance with respect thereto. This estimate should not be viewed as a substitute for financial statements prepared in accordance with accounting principles generally accepted in the United States. It does not reflect any updates following December 31, 2023, including any sales made under the Sale Agreement following such date, or consider any events or circumstances after the date that it was prepared, and is not necessarily indicative of the results to be achieved in any future period. Accordingly, you should not place undue reliance on this preliminary estimate. The Company assumes no duty to update this preliminary estimate except as required by law.

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.