Amendment: SEC Form SCHEDULE 13D/A filed by Corvus Pharmaceuticals Inc.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 10)
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Corvus Pharmaceuticals, Inc. (Name of Issuer) |
Common stock (Title of Class of Securities) |
221015100 (CUSIP Number) |
OrbiMed Advisors LLC 601 Lexington Avenue, 54th Floor, New York, NY, 10022 (212) 739 6400 OrbiMed Capital GP V LLC 601 Lexington Avenue, 54th Floor, New York, NY, 10022 (212) 739 6400 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
04/29/2025 (Date of Event Which Requires Filing of This Statement) |

SCHEDULE 13D
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CUSIP No. | 221015100 |
1 |
Name of reporting person
ORBIMED ADVISORS LLC | ||||||||
2 | Check the appropriate box if a member of a Group (See Instructions)
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3 | SEC use only | ||||||||
4 |
Source of funds (See Instructions)
AF | ||||||||
5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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6 | Citizenship or place of organization
DELAWARE
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Number of Shares Beneficially Owned by Each Reporting Person With: |
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11 | Aggregate amount beneficially owned by each reporting person
9,785,423.00 | ||||||||
12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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13 | Percent of class represented by amount in Row (11)
13.8 % | ||||||||
14 | Type of Reporting Person (See Instructions)
IA |
SCHEDULE 13D
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CUSIP No. | 221015100 |
1 |
Name of reporting person
ORBIMED CAPITAL GP V LLC | ||||||||
2 | Check the appropriate box if a member of a Group (See Instructions)
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3 | SEC use only | ||||||||
4 |
Source of funds (See Instructions)
AF | ||||||||
5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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6 | Citizenship or place of organization
DELAWARE
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Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
11 | Aggregate amount beneficially owned by each reporting person
9,785,423.00 | ||||||||
12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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13 | Percent of class represented by amount in Row (11)
13.8 % | ||||||||
14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
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Item 1. | Security and Issuer | |
(a) | Title of Class of Securities:
Common stock | |
(b) | Name of Issuer:
Corvus Pharmaceuticals, Inc. | |
(c) | Address of Issuer's Principal Executive Offices:
863 Mitten Road, Suite 102, Burlingame,
CALIFORNIA
, 94010. | |
Item 1 Comment:
This Amendment No. 10 ("Amendment No. 10") to Schedule 13D supplements and amends the Statement on Schedule 13D of OrbiMed Advisors LLC ("OrbiMed Advisors") and OrbiMed Capital GP V LLC ("GP V") (collectively, the "Reporting Persons") originally filed with the Securities and Exchange Commission (the "SEC") on April 1, 2016 with Samuel D. Islay as an additional reporting person, and amended by Amendment No. 1 thereto filed with the SEC on January 26, 2018, Amendment No. 2 thereto filed with the SEC on March 14, 2018, Amendment No. 3 thereto filed with the SEC on July 2, 2019, Amendment No. 4 thereto filed with the SEC on April 17, 2020, Amendment No. 5 thereto filed with the SEC on February 17, 2021, Amendment No. 6 thereto filed with the SEC on August 4, 2021, Amendment No. 7 thereto filed with the SEC on September 22, 2021, Amendment No. 8 thereto filed with the SEC on November 3, 2021, and Amendment No. 9 thereto filed with the SEC on May 8, 2024. This Amendment No. 10 is being filed to report (i) that the percentage of outstanding Shares that the Reporting Persons may be deemed to beneficially own increased by more than 1% as a result of a change in the number of Shares outstanding and (ii) the Blocker (as defined below) has increased from 9.99 % to 19.99%. | ||
Item 2. | Identity and Background | |
(a) | OrbiMed Advisors, a limited liability company organized under the laws of Delaware and a registered investment adviser under the Investment Advisers Act of 1940, as amended.
GP V, a limited liability company organized under the laws of Delaware.
Carl L. Gordon is a United States citizen.
Sven H. Borho is a German and Swedish citizen.
W. Carter Neild is a United States citizen.
Geoffrey C. Hsu is a United States citizen.
C. Scotland Stevens is a United States citizen.
David P. Bonita is a United States citizen.
Peter A. Thompson is a United States citizen.
Matthew S. Rizzo is a United States citizen.
Trey Block is a United States citizen. | |
(b) | 601 Lexington Avenue, 54th Floor, New York, New York 10022. | |
(c) | OrbiMed Advisors, a limited liability company organized under the laws of Delaware and a registered investment adviser under the Investment Advisers Act of 1940, as amended.
GP V, a limited liability company organized under the laws of Delaware.
Carl L. Gordon is a member of OrbiMed Advisors.
Sven H. Borho is a member of OrbiMed Advisors.
W. Carter Neild is a member of OrbiMed Advisors.
Geoffrey C. Hsu is a member of OrbiMed Advisors.
C. Scotland Stevens is a member of OrbiMed Advisors.
David P. Bonita is a member of OrbiMed Advisors.
Peter A. Thompson is a member of OrbiMed Advisors.
Matthew S. Rizzo is a member of OrbiMed Advisors.
Trey Block is the Chief Financial Officer of OrbiMed Advisors. | |
(d) | Not applicable. | |
(e) | Not applicable. | |
(f) | Item 2(a) is incorporated herein by reference. | |
Item 3. | Source and Amount of Funds or Other Consideration | |
Not applicable. | ||
Item 4. | Purpose of Transaction | |
The Reporting Persons from time to time intend to review their investment in the Issuer on the basis of various factors, including the Issuer's business, financial condition, results of operations and prospects, general economic and industry conditions, the securities markets in general and those for the Issuer's Shares in particular, as well as other developments and other investment opportunities. Based upon such review, the Reporting Persons will take such actions in the future as the Reporting Persons may deem appropriate in light of the circumstances existing from time to time. If the Reporting Persons believe that further investment in the Issuer is attractive, whether because of the market price of Shares or otherwise, they may acquire Shares or other securities of the Issuer either in the open market or in privately negotiated transactions. Similarly, depending on market and other factors, the Reporting Persons may determine to dispose of some or all of the Shares currently owned by the Reporting Persons or otherwise acquired by the Reporting Persons either in the open market or in privately negotiated transactions.
Except as set forth in this Amendment No. 10, the Reporting Persons have not formulated any plans or proposals which relate to or would result in: (a) the acquisition by any person of additional securities of the Issuer or the disposition of securities of the Issuer; (b) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries; (c) a sale or transfer of a material amount of the assets of the Issuer or any of its subsidiaries; (d) any change in the present Board of Directors or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board; (e) any material change in the Issuer's capitalization or dividend policy of the Issuer; (f) any other material change in the Issuer's business or corporate structure; (g) any change in the Issuer's charter or bylaws or other instrument corresponding thereto or other action which may impede the acquisition of control of the Issuer by any person; (h) causing a class of the Issuer's securities to be deregistered or delisted from a national securities exchange or to cease to be authorized to be quoted in an inter dealer quotation system of a registered national securities association; (i) a class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Act; or (j) any action similar to any of those enumerated above. | ||
Item 5. | Interest in Securities of the Issuer | |
(a) | The following disclosure is based upon 71,011,230 Shares, which amount includes 68,169,461 outstanding Shares of the Issuer, as set forth in the Issuer's Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on April 25, 2025, plus pre-funded warrants to purchase 1,444,085 Shares and common warrants to purchase 1,397,684 Shares beneficially owned by OrbiMed Private Investments V, LP ("OPI V"), a limited partnership organized under the laws of Delaware.
As of the date of this filing, OPI V beneficially owns 9,785,423 Shares constituting approximately 13.8% of the issued and outstanding Shares, which amount includes pre-funded warrants to purchase 1,444,085 Shares and common warrants to purchase 1,397,684 Shares. The pre-funded warrants and common warrants are further described in Item 6 below. GP V is the general partner of OPI V, pursuant to the terms of the limited partnership agreement OPI V. As a result, OrbiMed Advisors and GP V share power to direct the vote and disposition of the Shares held by OPI V and may be deemed directly or indirectly, including by reason of their mutual affiliation, to be the beneficial owners of the Shares held by OPI V. OrbiMed Advisors exercises this investment and voting power through a management committee comprised of Carl L. Gordon, Sven H. Borho, and W. Carter Neild, each of whom disclaims beneficial ownership of the Shares held by OPI V. | |
(b) | Item 5(a) is incorporated by reference herein. | |
(c) | Not applicable. | |
(d) | Not applicable. | |
(e) | Not applicable. | |
Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
In addition to the relationships between the Reporting Persons described in Items 2 and 5 above, GP V is the general partner of OPI V, pursuant to the terms of the limited partnership agreement of OPI V. OrbiMed Advisors is the managing member of GP V, pursuant to the terms of the limited liability company agreement of GP V. Pursuant to these agreements and relationships, OrbiMed Advisors and GP V have discretionary investment management authority with respect to the assets of OPI V. Such authority includes the power of GP V to vote and otherwise dispose of securities purchased by OPI V. The number of outstanding Shares attributable to OPI V is 9,785,423 Shares. OrbiMed Advisors and GP V may each be considered to hold indirectly 9,785,423 Shares.
Peter Thompson ("Thompson"), a member of OrbiMed Advisors, has been a member of the Board of Directors of the Issuer since November 2014, and, accordingly, the Reporting Persons may have the ability to affect and influence control of the Issuer. From time to time, Thompson may receive stock options or other awards of equity based compensation pursuant to the Issuer's compensation arrangements for non employee directors. Thompson is obligated to transfer any Shares issued under any such stock options or other awards, or the economic benefit thereof, to the Reporting Persons, which will in turn ensure that such shares or economic benefits are provided to OPI V.
On May 6, 2024, the Issuer granted to the Reporting Persons pre-funded warrants to purchase 1,444,085 Shares and common warrants to purchase 1,397,684 Shares. The warrants may be exercised at any time and from time to time on or after May 6, 2024, until it has been exercised in full. The warrants contained an exercise limitation prohibiting the holder from exercising the warrants until such time as the holder, its affiliates and any other person whose beneficial ownership of Shares would be aggregated with the holder's, would not beneficially own after any such exercise more than 9.99% of the then issued and outstanding Shares (the "Blocker"). Due to an increase of the Blocker to 19.99%, the warrants beneficially owned by the Reporting Persons are presently exercisable. | ||
Item 7. | Material to be Filed as Exhibits. | |
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Exhibit Description
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1. Joint Filing Agreement among OrbiMed Advisors LLC and OrbiMed
Capital GP V LLC.
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2. Pre-Funded Warrant to Purchase Shares of Common Stock (incorporated
by reference to Exhibit 4.2 to the Issuer's Registration Statement on
Form S-1 (SEC 333-236214), filed with the SEC on February 3, 2020)
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3. Warrant to Purchase Shares of Common Stock or Pre-Funded Warrants
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SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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