Current Report Filing (8-k)
August 22 2017 - 4:26PM
Edgar (US Regulatory)
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): August 21, 2017
CORBUS
PHARMACEUTICALS HOLDINGS, INC.
(Exact
name of registrant as specified in its charter)
Delaware
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000-55327
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46-4348039
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(State
or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS
Employer
ID Number)
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100
River Ridge Drive, Norwood, MA
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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:
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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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 [X]
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. [X]
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Item
1.01.
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Entry
into a Material Definitive Agreement.
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On
August 21, 2017, Corbus Pharmaceuticals, Inc. (“CPI”), a Delaware corporation and wholly-owned subsidiary of
Corbus Pharmaceuticals Holdings, Inc. (the “Company”), entered into a Lease Agreement (the “Lease Agreement”)
for a term of seven years with River Ridge Limited Partnership (the “Landlord”), as landlord, pursuant to which CPI
agreed to lease from the Landlord certain premises (the “Leased Premises”) located in Norwood, Massachusetts, to be
used as the Company’s corporate offices.
The
Leased Premises consist of approximately 32,733 leasable square feet. The base rent for the Leased Premises increases over the
Term (as defined below), and ranges from approximately $470,000 for the first year to $908,341 for the seventh year. The initial
term of the Lease Agreement (the “Term”) is for a period of seven years and shall begin on the earlier of (x) the
date of completion of CPI’s work to be performed to prepare the Leased Premises for its initial occupancy and (y) the 181st
day after the execution of the Lease Agreement (the “Commencement Date”). The Commencement Date is expected to occur
on or about February 18, 2018.
In
addition, in connection with the signing of the Lease Agreement, the Company executed a Guarantee (the “Guarantee”)
in favor of the Landlord, pursuant to which the Company unconditionally guaranteed the full performance of CPI of the terms of
the Lease Agreement.
The
foregoing description of the Lease Agreement and the Guarantee is not a complete description of all the terms of such agreements.
For a complete description of all the terms, please refer to the full text of the Lease Agreement and the Guarantee, copies of
which are filed herewith as Exhibits 10.1 and 10.2, respectively, to this Current Report on Form 8-K and incorporated into this
Item 1.01 by reference.
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Item
2.03
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Creation
of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
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The
information under Item 1.01 above is incorporated by reference into this Item 2.03, and is qualified in its entirety by reference
to the full text of the Lease Agreement and the Guarantee, copies of which are filed herewith as Exhibits 10.1 and 10.2, respectively,
to this Current Report on Form 8-K and incorporated into this Item 2.03 by reference.
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Item
7.01
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Regulation
FD Disclosure.
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On
August 22, 2017, the Company will be using the slides attached hereto as Exhibit 99.1 in connection with management presentations
to describe its business.
The
information in this Current Report on Form 8-K under Item 7.01, including the information contained in Exhibit 99.1, is being
furnished to the Securities and Exchange Commission, and shall not be deemed to be “filed” for the purposes of Section
18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section, and shall not be deemed to
be incorporated by reference into any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, except as
shall be expressly set forth by a specific reference in such filing.
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Item
9.01
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Financial
Statements and Exhibits.
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(d)
Exhibits
Exhibit
Number
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Description
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10.1
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Lease
Agreement, dated August 21, 2017, by and between Corbus Pharmaceuticals, Inc. and River Ridge Limited Partnership.
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10.2
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Guarantee,
dated August 21, 2017, by Corbus Pharmaceuticals Holdings, Inc.
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99.1
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Investor
Presentation.
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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.
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CORBUS
PHARMACEUTICALS HOLDINGS, INC.
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Dated:
August 22, 2017
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By:
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/s/
Yuval Cohen
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Name:
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Yuval
Cohen
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Title:
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Chief
Executive Officer
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EXHIBIT
INDEX
Exhibit
Number
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Description
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10.1
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Lease
Agreement, dated August 21, 2017, by and between Corbus Pharmaceuticals, Inc. and River Ridge Limited Partnership.
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10.2
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Guarantee,
dated August 21, 2017, by Corbus Pharmaceuticals Holdings, Inc.
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99.1
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Investor
Presentation.
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