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): June 17, 2021

CORBUS PHARMACEUTICALS HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

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):

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 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. ☐

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

As described under Proposal 4 of Item 5.07 of this report, on June 17, 2021, the stockholders of Corbus Pharmaceuticals Holdings, Inc. (the “Company”) voted at the Company’s Annual Meeting of Stockholders (the “Annual Meeting”) to approve an amendment to the Company’s certificate of incorporation, as amended (the “Charter”), to increase the Company’s authorized shares of common stock from 150,000,000 to 300,000,000 (the “Charter Amendment”). The Charter Amendment was filed with the Secretary of State of Delaware on June 17, 2021.

The foregoing summary of the Charter Amendment does not purport to be complete and is qualified in its entirety by reference to the Charter Amendment, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated by reference in this Item 5.03. The material terms of the Charter Amendment are detailed in the Company’s definitive proxy statement on Schedule 14A for the Annual Meeting, which was filed with the Securities and Exchange Commission on April 6, 2021.

Item 5.07 Submission of Matters to a Vote of Security Holders.

On June 17, 2021, the Company held its Annual Meeting. The matters voted on at the Annual Meeting were: (1) the election of directors, (2) the ratification of the appointment of EisnerAmper LLP as the Company’s independent registered public accounting firm for the Company’s fiscal year ending December 31, 2021, (3) the approval, on an advisory basis, of the executive compensation of the Company’s named executive officers and (4) the approval of an amendment to the Charter to increase the Company’s authorized shares of common stock from 150,000,000 to 300,000,000. The final voting results were as follows:

1. The election of each of Dr. Yuval Cohen, Alan Holmer, Avery W. Catlin, Peter Salzmann, John Jenkins and Rachelle Jacques as directors to hold office for a term of one year, until his or her successor is duly elected and qualified or he or she is otherwise unable to complete his or her term.

The votes were cast for this matter as follows:

2. The proposal to ratify the appointment of EisnerAmper LLP as the Company’s independent registered public accounting firm for the Company’s fiscal year ending December 31, 2021 was approved based upon the following votes:

3. The votes were cast as follows with respect to the proposal to vote, on an advisory basis, on the compensation of the Company’s named executive officers as described in the Company’s definitive proxy statement:

4. The votes were cast as follows with respect to the proposal to approve an amendment to the Charter to increase the Company’s authorized shares of common stock from 150,000,000 to 300,000,000:

Item 9.01. Financial Statements and Exhibits.

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.

EXHIBIT INDEX