Corbus Pharmaceuticals Holdings, Inc 8-K, filed Mar 10, 2020
Corbus Pharmaceuticals Holdings, Inc. (CRBP)
About this 8-K
Corbus Pharmaceuticals Holdings, Inc filed this 8-K on March 10, 2020, reporting on events of March 5, 2020.
Items reported
- Item 5.02: Director or officer change, or executive pay
- Item 7.01: Regulation FD disclosure
- Item 9.01: Financial statements and exhibits
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): March 5, 2020
CORBUS PHARMACEUTICALS HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 001-37348 | 46-4348039 | ||
| (State or other jurisdiction | (Commission | (IRS Employer | ||
| of incorporation) | File Number) | Identification No.) |
| 500 River Ridge Drive, Norwood, MA | 02062 | |
| (Address of principal executive offices) | (Zip Code) |
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):
| [ ] | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| [ ] | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| [ ] | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| [ ] | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| Common Stock | CRBP | The Nasdaq Global Market |
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 [ ]
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 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On March 5, 2020, Paris Panayiotopoulos submitted his resignation from the Board of Directors (the “Board”) of Corbus Pharmaceuticals Holdings, Inc. (the “Company”), effective as of March 6, 2020. Mr. Panayiotopoulos indicated that his resignation was not the result of any disagreement with the Company on any matters relating to the Company’s operations, policies or practices. In connection with the resignation of Mr. Panayiotopoulos, the Board appointed Rachelle Jacques as a member of the Audit Committee, Compensation Committee, and as a member and chair of the Nominating and Corporate Governance Committee.
On March 6, 2020, the Board, upon the recommendation of the Nominating and Corporate Governance Committee of the Board, appointed Peter Salzmann, M.D., M.B.A., age 52, to serve as a member of the Board.
Dr. Salzmann has served as the Chief Executive Officer of Immunovant, Inc. (NASDAQ: IMVT), a clinical-stage biopharmaceutical company focused on enabling normal lives for patients with autoimmune diseases, since June 2019, and as a member of its board of directors since October 2019. Previously, from November 2018 to June 2019, he served as Global Brand Development Leader in Immunology at Eli Lilly and Company (NYSE: LLY), where he designed and executed a comprehensive indication development strategy and oversaw Phase 2 and 3 clinical trial execution. From March 2013 to October 2018, Dr. Salzmann was Head of U.S. Immunology at Eli Lilly, and Managing Director of Lilly Alps from January 2011 to April 2013. From January 2008 to December 2010, Dr. Salzmann was the Head of Marketing for Eli Lilly China. Dr. Salzmann earned a B.A. in Chemistry from Northwestern University, an M.D. from University of Chicago’s Pritzker School of Medicine, and an M.B.A. from Stanford University’s Graduate School of Business. Dr. Salzmann was selected as a director because of his extensive prior experience in the biopharmaceutical industry and his leadership experience at other public companies.
Dr. Salzmann will participate in the Company’s standard non-employee director compensation plan, including an initial option grant to purchase 66,600 shares of the Company’s common stock, par value $0.0001 per share (“Common Stock”) upon joining the Board, an annual cash retainer fee of $35,000 (pro-rated for the current year), and an annual stock option grant to purchase shares of the Company’s Common Stock.
There are no transactions between Dr. Salzmann and the Company that would be reportable under Item 404(a) of Regulation S-K.
Concurrently with the appointment of Dr. Salzmann as a director, the Company entered into an indemnification agreement with Dr. Salzmann (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 Dr. Salzmann, 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.
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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 March 10, 2020, the Company issued a press release announcing the resignation of Mr. Panayiotopoulos and the appointment of Dr. Salzmann to its Board. 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. | Description | |
| 99.1 | Press Release of the Company dated March 10, 2020. |
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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.
| CORBUS PHARMACEUTICALS HOLDINGS, INC. | ||
| Dated: March 10, 2020 | By: | /s/ Yuval Cohen |
| Name: | Yuval Cohen | |
| Title: | Chief Executive Officer | |
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Exhibit Index
| Exhibit No. | Description | |
| 99.1 | Press Release of the Company dated March 10, 2020. |
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Exhibit 99.1
Corbus Pharmaceuticals Announces Changes to its Board and Appointment of Pete Salzmann, M.D. as Independent Director
Norwood, MA, March 10, 2020 – Corbus Pharmaceuticals Holdings, Inc. (NASDAQ: CRBP) (“Corbus” or the “Company”), a clinical-stage drug development company pioneering transformative medicines that target the endocannabinoid system, today announced the appointment of Pete Salzmann, M.D., MBA, to its Board of Directors.
Dr. Salzmann brings 20 years of industry experience and currently serves as Chief Executive Officer of Immunovant (NASDAQ: IMVT), a biopharmaceutical company focused on developing therapies for patients with autoimmune diseases. Prior to joining Immunovant, Dr. Salzmann held various leadership roles at Eli Lilly and Company, where he most recently served as Global Clinical Development Leader for baricitinib (Olumiant®). He was responsible for designing and executing comprehensive indication development strategy and overseeing clinical trials of baricitinib. During his tenure at Lilly, Dr. Salzmann was instrumental in bringing a number of drugs to market, including Taltz® in the U.S., and led the launch and commercialization of products in major markets across a wide range of therapeutic categories, including immunology. Dr. Salzmann also served as a General Manager and started or expanded multiple Lilly businesses in major markets around the world, including China, Austria and Switzerland. Prior to joining Lilly, Dr. Salzmann was an attending physician at the University of California, San Francisco.
“Pete’s experience in successfully launching autoimmune products combined with his leadership at large and small companies complements areas of expertise of our other board members,” said Alan Holmer, Chairman of Corbus’ Board of Directors. “We look forward to benefiting from Pete’s long-standing career in the pharmaceutical industry during this pivotal time, as we are looking forward to topline results from both the Phase 3 RESOLVE-1 study of lenabasum for treatment of systemic sclerosis and Phase 2b study of lenabasum for treatment of cystic fibrosis in summer of 2020, and additionally prepare to initiate CRB-4001 Phase 1 trials.”
“I’m very pleased to welcome Pete to our Board of Directors. As someone with deep experience in immunology franchises at Eli Lilly and now at Immunovant, Pete will provide invaluable insights as we prepare for the potential FDA approval and commercial launch of lenabasum,” said Yuval Cohen, Ph.D., Chief Executive Officer of Corbus. “Corbus owns international commercial rights to lenabasum, with the exception of Kaken Pharmaceuticals Japanese Partnership, and Pete’s global business expansion experience, particularly in Europe and Asia, will also be beneficial as we execute on our commercialization and partnership strategy.”
“I am delighted to be joining Corbus’ Board of Directors at this exciting time,” remarked Dr. Salzmann. “This year will be an exciting and impactful one for the Company. I believe targeting the endocannabinoid system holds the potential to improve the treatment of inflammatory, fibrotic and metabolic diseases. I look forward to working with the senior leadership team as the Company continues to lay the foundation for global commercialization.”
The Company also announced today that Mr. Paris Panayiotopoulos stepped down from the Company’s Board of Directors given his full-time responsibilities at Blackstone Life Sciences. Mr. Panayiotopoulos has served on the Corbus Board of Directors since 2017.
“On behalf of the entire Board of Directors, we thank Paris for his counsel and help to Corbus,” Mr. Holmer continued. “His invaluable contribution has left a profound legacy with the Company as we continue to lead in the development of pioneering transformative medicines that target the endocannabinoid system.”
About Lenabasum
Lenabasum is a rationally designed, oral, small molecule that selectively binds as an agonist to the cannabinoid receptor type 2 (CB2) and has been designed to resolve inflammation, limit fibrosis and support tissue repair. CB2 is preferentially expressed on activated immune cells and on fibroblasts, muscle cells, and endothelial cells. In both animal and human studies conducted to date, lenabasum has induced the production of pro-resolving lipid mediators that activate endogenous pathways which resolve inflammation and speed bacterial clearance without immunosuppression. Data from animal models and human clinical studies suggest that lenabasum can reduce expression of genes and proteins involved in inflammation and fibrosis. Lenabasum has demonstrated promising activity in animal models of skin and lung inflammation and fibrosis in systemic sclerosis (SSc). Lenabasum is also active in animal models of lung infection and inflammation in cystic fibrosis and joint inflammation and scarring in rheumatoid arthritis.
Lenabasum has demonstrated acceptable safety and tolerability profiles in clinical studies to date. Lenabasum treatment was associated with improvement in multiple physician-assessed and patient-reported efficacy outcomes in Phase 2 studies in patients with diffuse cutaneous SSc and patients with dermatomyositis with active skin involvement but not currently active muscle involvement. Lenabasum treatment also was associated with a lower rate of and longer time to pulmonary exacerbations in a Phase 2 cystic fibrosis study. Additional clinical studies are being conducted to confirm these results and support applications for regulatory approval.
About Corbus
Corbus Pharmaceuticals Holdings, Inc. is a Phase 3 clinical-stage pharmaceutical company focused on the development and commercialization of novel therapeutics to treat inflammatory and fibrotic diseases by leveraging its pipeline of rationally designed, endocannabinoid system-targeting drug candidates. The Company’s lead product candidate, lenabasum, is a novel, oral, selective cannabinoid receptor type 2 (CB2) agonist rationally designed to resolve chronic inflammation and fibrotic processes. Lenabasum is currently being evaluated in systemic sclerosis, cystic fibrosis, dermatomyositis and systemic lupus erythematosus.
Corbus is also developing a pipeline of drug candidates targeting the endocannabinoid system. The pipeline includes CRB-4001, a 2nd generation, selective cannabinoid receptor type 1 (CB1) inverse agonist designed to be peripherally restricted. Potential indications for CRB-4001 include nonalcoholic steatohepatitis (NASH), among others. Corbus expects data from a CRB-4001 Phase 1 safety study in 2020.
For more information, please visit www.CorbusPharma.com and connect with the Company on Twitter, LinkedIn, and Facebook.
Forward-Looking Statements
This press release contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 and Private Securities Litigation Reform Act, as amended, including those relating to the Company’s product development, clinical and regulatory timelines, market opportunity, competitive position, possible or assumed future results of operations, business strategies, potential growth opportunities and other statement that are predictive in nature. These forward-looking statements are based on current expectations, estimates, forecasts and projections about the industry and markets in which we operate and management’s current beliefs and assumptions.
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These statements may be identified by the use of forward-looking expressions, including, but not limited to, “expect,” “anticipate,” “intend,” “plan,” “believe,” “estimate,” “potential, “predict,” “project,” “should,” “would” and similar expressions and the negatives of those terms. These statements relate to future events or our financial performance and involve known and unknown risks, uncertainties, and other factors which may cause actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Such factors include those set forth in the Company’s filings with the Securities and Exchange Commission. Prospective investors are cautioned not to place undue reliance on such forward-looking statements, which speak only as of the date of this press release. The Company undertakes no obligation to publicly update any forward-looking statement, whether as a result of new information, future events or otherwise.
Corbus Pharmaceuticals Contacts:
Ted Jenkins, Senior Director, Investor Relations and Corporate Communications
Phone: +1 (617) 415-7745
Email: ir@corbuspharma.com
Lindsey Smith, Director, Investor Relations and Corporate Communications
Phone: +1 (617) 415-7749
Email: mediainfo@corbuspharma.com
Christina Tartaglia
Stern Investor Relations
Phone: +1 (212) 362-1200
Email: christina.tartaglia@sternir.com
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