UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K/A

 

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 30, 2020

 

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, MA   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 (see General Instruction A.2. below):

 

[  ] 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))

 

Title of each class   Trading Symbol(s)   Name of each exchange on which registered
Common Stock   CRBP   The Nasdaq Global Market

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1 933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

 

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. [  ]

 

 

 

   

 

 

Explanatory Note

 

This Amendment No. 1 amends the Current Report on Form 8-K of Corbus Pharmaceuticals Holdings, Inc. (the “Company”) filed on April 1, 2020 (the “Original 8-K”) to provide updated information reported under Item 5.02. Except as set forth herein, no other modifications have been made to the Original Form 8-K.

 

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

As previously disclosed, on March 30, 2020, the Compensation Committee of the Company approved the terms of amended and restated employment agreements (the “Employment Agreements”) with certain of the Company’s executive officers: Yuval Cohen, Ph.D., Chief Executive Officer; Barbara White, M.D., Chief Medical Officer; and Sean Moran, Chief Financial Officer (the “Executives”), copies of which are incorporated by reference herein. On April 17, 2020 and April 21, 2020, the Executives entered into certain amended and restated employment agreements with the Company (the “Revised Employment Agreements”) that contained certain updates, which were approved by the Compensation Committee, to the forms of Employment Agreements previously filed with the Original 8-K. The updates to the Employment Agreements include revising the length of the post-termination non-compete period from twelve months to six months from the date of cessation of the Executive’s employment with the Company and other immaterial changes to the Employment Agreements.

 

Item 9.01. Financial Statements and Exhibits.

 

(d) The following exhibits are furnished with this report:

 

Exhibit No.

 

Description

   
10.1  

Form of Second Amended and Restated Employment Agreement between Corbus Pharmaceuticals Holdings, Inc. and Yuval Cohen (incorporated by reference herein to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on April 1, 2020).

     
10.2  

Form of Second Amended and Restated Employment Agreement between Corbus Pharmaceuticals Holdings, Inc. and Barbara White (incorporated by reference herein to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on April 1, 2020).

     
10.3  

Form of Third Amended and Restated Employment Agreement between Corbus Pharmaceuticals Holdings, Inc. and Sean Moran (incorporated by reference herein to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on April 1, 2020).

 

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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: April 21, 2020 By: /s/ Yuval Cohen
  Name: Yuval Cohen
  Title: Chief Executive Officer                

 

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