false
0001626971
0001626971
2024-05-01
2024-05-01
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):
May 1, 2024
CORVUS PHARMACEUTICALS, INC.
(Exact name of registrant as specified in its charter)
Delaware 001-37719 46-4670809
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification Number)
863 Mitten Road 94010
,
Suite 102
Burlingame
,
CA
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code:
(650)
900-4520
Former name or former address, if changed since last report: Not applicable
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:
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))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Trading Name of each exchange
symbol(s) on which registered
Common Stock, Par Value $0.0001 per share CRVS 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 (17 CFR (s)230.405) or Rule
12b-2
of the Securities Exchange Act of 1934 (17 CFR
(s)240.12b-2).
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.
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Item 8.01 Other Events.
As previously disclosed, on March 28, 2023 Corvus Pharmaceuticals, Inc. (the
"Company") entered into a Sales Agreement (the "2023 Sales Agreement") with
Jefferies LLC ("Jefferies") with respect to an
at-the-market
offering program under which the Company could offer and sell, from time to
time at the Company's sole discretion, shares of its common stock, par value
$0.0001 per share (an
"At-the-Market
Offering Program"), having an aggregate offering price of up to $90.0 million,
through Jefferies as its sales agent.
On May 1, 2024, the Company and Jefferies entered into an amendment (the
"Amendment") to the Sales Agreement pursuant to which the aggregate offering
price was reduced to $8.2 million. The Company has sold approximately $8.1
million of shares under the
At-the-Market
Offering Program to date resulting in approximately $100,000 of remaining
availability.
A copy of the Amendment is attached as Exhibit 1.1 to this Current Report. The
foregoing description of the Amendment does not purport to be complete and is
qualified in its entirety by reference to Exhibit 1.1. The information
contained in this Form
8-K
(including the exhibits hereto) is hereby incorporated by reference into the
Company's Registration Statement on Form
S-3
(Registration
No. 333-270921).
This Current Report on Form
8-K
shall not constitute an offer to sell or the solicitation of an offer to buy
any security nor shall there be any offer, solicitation, or sale of these
securities in any state in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the securities laws of
any such state.
Item 9.01 Financial Statements and Exhibits.
Exhibit Description
No.
1.1 Amendment No. 1 to Sales Agreement, dated as of May 1, 2024, between Corvus Pharmaceutical, Inc. and Jefferies LLC.
104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
CORVUS PHARMACEUTICALS, INC.
Date: May 1, 2024 By: /s/ Leiv Lea
Leiv Lea
Chief Financial Officer
Exhibit 1.1
CORVUS PHARMACEUTICALS, INC.
AMENDMENT NO. 1 TO OPEN MARKET SALE AGREEMENT
SM
May 1, 2024
JEFFERIES LLC
520 Madison Avenue
New York, New York 10022
Ladies and Gentlemen:
Reference is made to theOpen Market Sale Agreement
SM
, dated March 28, 2023 (the "
Agreement
"), by and between Corvus Pharmaceuticals, Inc., a Delaware corporation (the"
Company
"), and Jefferies LLC ("
Jefferies
"). The Company and Jefferies (collectively, the "
Parties
") wish to amend the Agreement, pursuant to Section 8(h) of the Agreement,to
reduce the aggregate offering price under the Agreement (this "
Amendment
"). The Parties therefore hereby agree as follows:
1.
Definitions
. The definition of "Maximum Program Amount" in the tenth paragraph of
Section
1(a)
of the Agreement is hereby amended and restated in its entirety to read as
follows:
"
Maximum Program Amount
" means Common Shares with an aggregate Sales Price of the lesser of (a) the
number or dollaramount of Common Shares registered under the effective
Registration Statement (defined below) pursuant to which the offering is being
made, (b) the number of authorized but unissued Common Shares (less Common
Shares issuable upon exercise,conversion or exchange of any outstanding
securities of the Company or otherwise reserved from the Company's authorized
capital stock), (c) the number or dollar amount of Common Shares permitted to
be sold under Form S-3 (including GeneralInstruction I.B.6 thereof, if
applicable), or (d) $ 8,200,000.
2.
Introductory Paragraph
. The reference to"$90,000,000" in the first paragraph of the Agreement on
page 1 thereof shall be removed and replaced with "$8,200,000".
3.
Governing Law
. THIS AMENDMENT AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR
RELATED TO THIS AMENDMENT SHALL BEGOVERNED BY, AND CONSTRUED IN ACCORDANCE
WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO ITS CHOICE OF LAW
PROVISIONS.
4.
Counterparts
. This Amendment may be executed in any number of counterparts, each of which
shall be deemed to be an original,but all such counterparts shall together
constitute one and the same agreement. Counterparts may be delivered via
facsimile, electronic mail (including any electronic signature covered by the
U.S. federal ESIGN Act of 2000, Uniform ElectronicTransactions Act, the
Electronic Signatures and Records Act or other applicable law, e.g.,
www.docusign.com) or other transmission method and any counterpart so
delivered shall be deemed to have been duly and validly delivered and be valid
andeffective for all purposes.
1
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5.
Agreement Remains in Effect
. Except as provided herein, all provisions,terms and conditions of the
Agreement shall remain in full force and effect. As amended hereby, the
Agreement is ratified and confirmed in all respects.
Terms used herein but not otherwise defined are used herein as defined in the
Agreement.
(
Signature page follows)
2
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If the foregoing is in accordance with your understanding of our agreement,
please sign andreturn to the Company a counterpart hereof; whereupon this
instrument, along with all counterparts, will become a binding agreement by
the Company and Jefferies in accordance with its terms.
Very truly yours,
CORVUS PHARMACEUTICALS, INC.
By: /s/ Leiv Lea
Name: Leiv Lea
Title: Chief Financial Officer
The foregoing Amendment No. 1 to
the Agreement is hereby confirmed
and accepted as of the datefirst
written above.
/s/ Michael Brinkman
Name: Michael Brinkman
Title: Managing Director
[
Signature Page toAmendment No.
1 to Open Market Sale Agreement
]
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