Amendment: SEC Form SC 13G/A filed by Corbus Pharmaceuticals Holdings Inc.
$CRBP
Biotechnology: Pharmaceutical Preparations
Health Care
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
Corbus Pharmaceuticals Holdings, Inc.
(Name of Issuer)
Common Stock, par value, $0.0001 per share
(Title of Class of Securities)
21833P301
(CUSIP Number)
September 30, 2024
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
☐ Rule 13d-1(b)
☒ Rule 13d-1(c)
☐ Rule 13d-1(d)
* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing
information which would alter disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that
section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
Continued on following pages
Page 1 of 9 Pages
Exhibit Index: Page 8
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CUSIP No. 21833P301
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Page 2 of 9 Pages
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1
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NAMES OF REPORTING PERSONS
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K2 HealthVentures Equity Trust LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)☐
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(b)☐
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5
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SOLE VOTING POWER
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0
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6
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SHARED VOTING POWER
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2,873 (1)
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7
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SOLE DISPOSITIVE POWER
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0
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8
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SHARED DISPOSITIVE POWER
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2,873 (1)
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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2,873 (1)
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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0.02% (1)
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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OO
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(1) See Items 2 and 4
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CUSIP No. 21833P301
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Page 3 of 9 Pages
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1
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NAMES OF REPORTING PERSONS
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Parag Shah
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)☐
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(b)☐
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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United States of America
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5
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SOLE VOTING POWER
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0
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6
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SHARED VOTING POWER
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2,873 (1)
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7
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SOLE DISPOSITIVE POWER
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0
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8
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SHARED DISPOSITIVE POWER
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2,873 (1)
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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2,873 (1)
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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0.02% (1)
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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HC, IN
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(1) See Items 2 and 4
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CUSIP No. 21833P301
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Page 4 of 9 Pages
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1
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NAMES OF REPORTING PERSONS
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Anup Arora
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)☐
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(b)☐
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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United States of America
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5
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SOLE VOTING POWER
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0
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6
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SHARED VOTING POWER
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2,873 (1)
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7
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SOLE DISPOSITIVE POWER
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0
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8
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SHARED DISPOSITIVE POWER
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2,873 (1)
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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2,873 (1)
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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0.02% (1)
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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HC, IN
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(1) See Items 2 and 4
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CUSIP No. 21833P301
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Page 5 of 9 Pages
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| Item 1(a). |
Name of Issuer:
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Corbus Pharmaceuticals Holdings, Inc. (the “Issuer”)
| Item 1(b). |
Address of Issuer’s Principal Executive Offices:
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500 River Ridge Drive, Norwood, MA 02062
| Item 2(a). |
Name of Person Filing:
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This Statement is filed on behalf of each of the following persons (collectively, the “Reporting Persons”):
| i. |
K2 HealthVentures Equity Trust LLC (“K2HV Equity”);
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| ii. |
Parag Shah (“Mr. Shah”); and
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| iii. |
Anup Arora (“Mr. Arora”).
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This Statement on Schedule 13G relates to shares of Common Stock (as defined herein) that the Reporting Persons have the right to acquire within 60 days upon exercise of warrants to purchase 2,873
shares of Common Stock at an exercise price of $208.80 per share (as adjusted by the 1-for-30 reverse stock split the Issuer completed on February 14, 2023, which warrants expire on July 28, 2030 (the “Warrants”)), directly held by K2HV Equity.
K2HV Equity is an investment vehicle for holding equity securities and may be deemed to directly beneficially own the shares of Common Stock that it has the right to acquire upon exercise of the
Warrants, as reported herein. Mr. Shah and Mr. Arora serve as the managing members of K2HV Equity and, in such capacities, may be deemed to indirectly beneficially own the shares of Common Stock that K2HV Equity directly beneficially owns.
| Item 2(b). |
Address of Principal Business Office or, if none, Residence:
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The business address of each of the Reporting Persons is: 855 Boylston Street, 10th Floor, Boston, MA 02116.
| Item 2(c). |
Citizenship:
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K2HV Equity is a Delaware limited liability company. Each of Mr. Shah and Mr. Arora is a citizen of the United States of America.
| Item 2(d). |
Titles of Classes of Securities:
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Common Stock, par value $0.0001 per share (“Common Stock”)
| Item 2(e). |
CUSIP Number:
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21833P301
| Item 3. |
If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a:
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This Item 3 is not applicable.
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CUSIP No. 21833P301
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Page 6 of 9 Pages
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| Item 4. |
Ownership:
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| Item 4(a). |
Amount Beneficially Owned:
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As of September 30, 2024, each of the Reporting Persons may be deemed the beneficial owner of 2,873 shares of Common Stock that K2HV Equity has the right to acquire within 60 days upon exercise of the
Warrants.
| Item 4(b). |
Percent of Class:
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As of September 30, 2024, each of the Reporting Persons may be deemed the beneficial owner of approximately 0.02% of the shares of Common Stock outstanding.
The percentages set forth herein are calculated based on the sum of: (i) 12,043,940 shares of Common Stock outstanding as of August 2, 2024, as reported in the Issuer’s quarterly report on Form 10-Q,
filed with the Securities and Exchange Commission on August 6, 2024, and (ii) 2,873 shares of Common Stock that are issuable to the Reporting Persons within 60 days upon exercise of the Warrants, which shares have been added to the total shares of
Common Stock outstanding in accordance with Rule 13d-3(d)(1)(i) under the Act.
| Item 4(c). |
Number of Shares as to which such person has:
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K2HV Equity, Mr. Shah and Mr. Arora
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(i) Sole power to vote or direct the vote:
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0
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(ii) Shared power to vote or direct the vote:
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2,873
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(iii) Sole power to dispose or direct the disposition of:
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0
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(iv) Shared power to dispose or direct the disposition of:
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2,873
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| Item 5. |
Ownership of Five Percent or Less of a Class.
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If this statement is being filed to report the fact that as of the date hereof the Reporting Persons have ceased to be the beneficial owners of more than five percent of the class of securities, check
the following ☒.
| Item 6. |
Ownership of More than Five Percent on Behalf of Another Person.
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This Item 6 is not applicable.
| Item 7. |
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company.
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This Item 7 is not applicable.
| Item 8. |
Identification and Classification of Members of the Group.
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This Item 8 is not applicable.
| Item 9. |
Notice of Dissolution of Group.
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This Item 9 is not applicable.
| Item 10. |
Certification. (if filing pursuant to Rule 13d-1(c))
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By signing below each Reporting Person certifies that, to the best of its or his knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the
effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
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CUSIP No. 21833P301
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Page 7 of 9 Pages
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SIGNATURE
After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.
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Dated: November 14, 2024
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K2 HEALTHVENTURES EQUITY TRUST LLC
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By:
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/s/ Anup Arora
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Name:
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Anup Arora
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Title:
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Managing Member
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PARAG SHAH
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By:
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/s/ Parag Shah
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ANUP ARORA
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By:
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/s/ Anup Arora
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CUSIP No. 21833P301
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Page 8 of 9 Pages
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EXHIBIT INDEX
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Exhibit
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Page No.
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A – Joint Filing Agreement
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9
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CUSIP No. 21833P301
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Page 9 of 9 Pages
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EXHIBIT A
JOINT FILING AGREEMENT
The undersigned hereby agree that the statement on Schedule 13G with respect to the Common Stock of Corbus Pharmaceuticals Holdings, Inc., dated as of November 14, 2024, is, and any
amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as
amended.
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Dated: November 14, 2024
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K2 HEALTHVENTURES EQUITY TRUST LLC
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By:
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/s/ Anup Arora
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Name:
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Anup Arora
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Title:
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Managing Member
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PARAG SHAH
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By:
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/s/ Parag Shah
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ANUP ARORA
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By:
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/s/ Anup Arora
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