Corbus Pharmaceuticals Holdings Inc. filed SEC Form 8-K: Leadership Update, Regulation FD Disclosure, Financial Statements and Exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Director Resignation
On August 15, 2024, Avery W. Catlin submitted his resignation from the Board of Directors (the “Board”) of Corbus Pharmaceuticals Holdings, Inc. (the “Company”), effective as of August 15, 2024. Mr. Catlin also resigned from his positions on the Board’s Audit Committee and Compensation Committee. Mr. Catlin’s resignation was not the result of any disagreement with the Company on any matters relating to the Company’s operations, policies or practices.
Director Appointment
Effective August 16, 2024, the Board, upon the recommendation of the Nominating and Corporate Governance Committee of the Board, appointed Winston W. Kung, age 49, to serve as a member of the Board. Mr. Kung will hold this position until the next annual meeting of the Company’s stockholders or until his successor is elected and qualified, subject to his earlier resignation or removal. Mr. Kung will also serve as the chair of the Audit Committee. The Board has determined that Mr. Kung is independent within the meaning of the Nasdaq Listing Rules and Rule 10A-3 under the Securities Exchange Act of 1934, as amended. In addition, the Board has determined that Mr. Kung qualifies as an audit committee financial expert within the meaning of SEC regulations and the Nasdaq Listing Rules.
Mr. Kung has served as the Chief Financial Officer and Treasurer of ArriVent BioPharma, Inc., a biopharmaceutical company, since January 2024. Mr. Kung has served as a member of the board of Janux Therapeutics, Inc. (Nasdaq: JANX), a public clinical-stage biopharmaceutical company, since September 2022 and has served as a member of the audit committee since June 2023. From December 2017 to January 2024, Mr. Kung served as the Chief Operating Officer and Chief Financial Officer of PMV Pharmaceuticals, Inc. (Nasdaq: PMVP), a public precision oncology company. From April 2013 to November 2017, Mr. Kung held multiple positions at Celgene Corporation, a global biopharmaceutical company (acquired by Bristol-Myers Squibb), including Vice President of Business Development and Global Alliances, and Chief Business Officer at Celgene Cellular Therapeutics (a wholly-owned subsidiary of Celgene Corporation). Prior to Celgene, Mr. Kung worked at Citigroup from June 2010 to April 2013 in its Global Healthcare Investment Banking group and at Lehman Brothers (which was subsequently acquired by Barclays) from May 2007 to June 2010 in its Global Mergers and Acquisition Group. From August 2004 to May 2007, Mr. Kung worked at Amgen, a public biopharmaceutical company, as a co-founder of the Alliance Management group, and served as the deal lead on multiple acquisitions as part of the Corporate Development group. Mr. Kung also worked at Genentech Inc., a biotechnology company (acquired by Roche Holding AG), from November 1999 to September 2002 as part of the Business and Corporate Development group. Mr. Kung received a B.A. in Biology and International Relations from Brown University and a M.B.A. from Harvard Business School.
Mr. Kung will participate in the Company’s standard non-employee director compensation plan, including an initial option grant to purchase 5,566 shares of the Company’s common stock, par value $0.0001 per share (“Common Stock”) and a grant of 5,566 restricted stock units upon joining the Board, an annual cash retainer fee of $40,000 for board members and $20,000 for serving as chair of the Audit Committee (each pro-rated for the current year), and an annual grant of equity awards.
There are no transactions between Mr. Kung and the Company that would be reportable under Item 404(a) of Regulation S-K.
Concurrently with the appointment, the Company entered into an indemnification agreement with Mr. Kung (the “Indemnification Agreement”), in the form previously entered into by the Company with each of the Company’s directors and executive officers, the form of which was filed as Exhibit 10.15 to the Amendment No. 1 to Company’s Registration Statement on Form S-1 filed with the Securities and Exchange Commission on September 30, 2014. The Indemnification Agreement, subject to limitations contained therein, will obligate the Company to indemnify Mr. Kung, to the fullest extent permitted by applicable law, for certain expenses, including attorneys’ fees, judgments, penalties, fines and settlement amounts actually and reasonably incurred by him in any threatened, pending or completed action, suit, claim, investigation, inquiry, administrative hearing, arbitration or other proceeding arising out of his services as a director. Subject to certain limitations, the Indemnification Agreement provides for the advancement of expenses incurred by the indemnitee, and the repayment to the Company of the amounts advanced to the extent that it is ultimately determined that the indemnitee is not entitled to be indemnified by the Company. The Indemnification Agreement also creates certain rights in favor of the Company, including the right to assume the defense of claims and to consent to settlements. The Indemnification Agreement does not exclude any other rights to indemnification or advancement of expenses to which the indemnitee may be entitled under applicable law, the certificate of incorporation or bylaws of the Company, any agreement, a vote of stockholders or disinterested directors, or otherwise.
The foregoing is a summary of the material terms of the Indemnification Agreement and does not purport to be complete.
Item 7.01 Regulation FD Disclosure.
On August 20, 2024, the Company issued a press release announcing the appointment of Mr. Kung to its Board of Directors. A copy of the press release is furnished as Exhibit 99.1 hereto and shall not be deemed “filed” for the purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Exchange Act or the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.
Item 9.01 Financial Statements and Exhibits.
(d) The following exhibit is furnished with this report:
Exhibit No. |
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Description |
99.1 |
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Press Release issued by Corbus Pharmaceuticals Holdings, Inc. dated August 20, 2024. |
104 |
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Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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 thereunto duly authorized.
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Corbus Pharmaceuticals Holdings, Inc. |
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Date: |
August 20, 2024 |
By: |
/s/ Yuval Cohen |
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Name: Yuval Cohen |