SC 13G/A: Corbus Pharmaceuticals Holdings, Inc.

AI Summary

SC 13G/A filing by Corbus Pharmaceuticals Holdings, Inc..

Risk Assessment

Risk Level: low

Key Financial Figures

• $0.0001 — me of Issuer) Common Stock, par value, $0.0001 per share (Title of Class of Securiti
• $208.80 — of Common Stock at an exercise price of $208.80 per share (as adjusted by the 1-for-30
• $4,125,000 — HV Equity, and (ii) conversion of up to $4,125,000 of the remaining balance of the Issuer'

Filing Documents

• ef20021584_sc13ga.htm (SC 13G/A) — 118KB
• 0001140361-24-008026.txt ( ) — 120KB

(a)

Item 1(a). Name of Issuer: Corbus Pharmaceuticals Holdings, Inc. (the "Issuer")

(b)

Item 1(b). Address of Issuer's Principal Executive Offices: 500 River Ridge Drive, Norwood, MA 02062

(a)

Item 2(a). Name of Person Filing: This Statement is filed on behalf of each of the following persons (collectively, the "Reporting Persons"): i. K2 HealthVentures Equity Trust LLC ("K2HV Equity"); ii. Parag Shah ("Mr. Shah"); and iii. Anup Arora ("Mr. Arora"). This Statement on Schedule 13G relates to shares of Common Stock (as defined herein) that the Reporting Persons beneficially own outright and shares of Common Stock that the Reporting Persons have the right to acquire within 60 days upon (i) 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 (the "Reverse Stock Split")), which warrants expire on July 28, 2030 (the "Warrants"), directly held by K2HV Equity, and (ii) conversion of up to $4,125,000 of the remaining balance of the Issuer's outstanding debt obligations to K2 HealthVentures LLC under the Loan and Security Agreement, dated as of July 28, 2020, as amended by the Amended Loan Agreement, dated as of October 25, 2022 (together, the "Loan Agreement") into 153,495 shares of Common Stock (as adjusted by the Reverse Stock Split) directly held by K2HV Equity (the "Conversion Shares"). Pursuant to the terms of the Warrant and the Loan Agreement, the Reporting Persons may not exercise any portion of the Warrant, or convert any portion of the Conversion Shares, into shares of Common Stock to the extent that, upon exercise or conversion, the beneficial ownership of the Reporting Persons (including any other persons or entities whose beneficial ownership of Common Stock would be aggregated with the Reporting Persons' beneficial ownership for purposes of Section 13(d) of the Act) would exceed 9.985% of the total number of shares of Common Stock outstanding (the "9.985% Cap"). K2HV Equity is an investment vehicle for holding equity securities and may be deemed to directly beneficially own the shares of Common

(b)

Item 2(b). Address of Principal Business Office or, if none, Residence: The business address of each of the Reporting Persons is: 855 Boylston Street, 10th Floor, Boston, MA 02116.

(c)

Item 2(c). Citizenship: K2HV Equity is a Delaware limited liability company. Each of Mr. Shah and Mr. Arora is a citizen of the United States of America.

(d)

Item 2(d). Titles of Classes of Securities: Common Stock, par value $0.0001 per share ("Common Stock")

(e)

Item 2(e). CUSIP Number: 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: This Item 3 is not applicable. CUSIP No. 21833P301 Page 6 of 9 Pages Item 4.

(a)

Item 4(a). Amount Beneficially Owned: As of December 31, 2023, each of the Reporting Persons may be deemed the beneficial owner of 342,113 shares of Common Stock. This amount includes (i) 185,745 shares of Common Stock held directly by K2HV Equity, (ii) 2,873 shares of Common Stock that K2HV Equity has the right to acquire within 60 days upon exercise of the Warrants, and (iii) 153,495 shares of Common Stock that K2HV Equity has the right to acquire within 60 days upon conversion of the Conversion Shares, each of (ii) and (iii) being subject to the 9.985% Cap.

(b)

Item 4(b). Percent of Class: As of December 31, 2023, each of the Reporting Persons may be deemed the beneficial owner of approximately 7.5% of the shares of Common Stock outstanding. The percentages set forth herein are calculated based on the sum of: (i) 4,423,683 shares of Common Stock outstanding as of November 3, 2023, as reported in the Issuer's quarterly report on Form 10-Q, filed with the Securities and Exchange Commission on November 7, 2023, and (ii) 156,368 shares of Common Stock that are issuable to the Reporting Persons within 60 days upon exercise of the Warrants and conversion of the Conversion Shares, subject to the 9.985% Cap, 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.

(c)

Item 4(c). Number of Shares as to which such person has: K2HV Equity, Mr. Shah and Mr. Arora (i) Sole power to vote or direct the vote: 0 (ii) Shared power to vote or direct the vote: 342,113 (iii) Sole power to dispose or direct the disposition of: 0 (iv) Shared power to dispose or direct the disposition of: 342,113 Item 5. This Item 5 is not applicable. Item 6. 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. This Item 7 is not applicable. Item 8. Identification and Classification of Members of the Group. This Item 8 is not applicable. Item 9. Notice of Dissolution of Group. This Item 9 is not applicable. Item 10 . Certification. (if filing pursuant to Rule 13d-1(c)) 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. CUSIP No. 21833P301 Page 7 of 9 Pages 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. Dated: February 14, 2024 K2 HEALTHVENTURES EQUITY TRUST LLC By: /s/ Anup Arora Name: Anup Arora Title: Managing Member PARAG SHAH By: /s/ Parag Shah ANUP ARORA By: /s/ Anup Arora CUSIP No. 21833P301 Page 8 of 9 Pages EXHIBIT INDEX Exhibit Page No. A – Joint Filing Agreement 9 CUSIP No. 21833P301 Page 9 of 9 Pages EXHIBIT A JOINT FILING AGREEMENT The undersigned hereby agree that the

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