UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
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| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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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 §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §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. ☐
| 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 | |
| 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). | |
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 AGREEMENTSM
May 1, 2024
JEFFERIES LLC
520 Madison Avenue
New York, New York 10022
Ladies and Gentlemen:
Reference is made to the Open Market Sale AgreementSM, 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 dollar amount 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 General Instruction 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 BE GOVERNED 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 Electronic Transactions 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 and effective for all purposes.
1
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
If the foregoing is in accordance with your understanding of our agreement, please sign and return 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 date first
written above.
| /s/ Michael Brinkman | ||
| Name: Michael Brinkman | ||
| Title: Managing Director |
[Signature Page to Amendment No. 1 to Open Market Sale Agreement]
Document and Entity Information |
May 01, 2024 |
|---|---|
| Cover [Abstract] | |
| Amendment Flag | false |
| Entity Central Index Key | 0001626971 |
| Document Type | 8-K |
| Document Period End Date | May 01, 2024 |
| Entity Registrant Name | CORVUS PHARMACEUTICALS, INC. |
| Entity Incorporation State Country Code | DE |
| Entity File Number | 001-37719 |
| Entity Tax Identification Number | 46-4670809 |
| Entity Address, Address Line One | 863 Mitten Road |
| Entity Address, Address Line Two | Suite 102 |
| Entity Address, City or Town | Burlingame |
| Entity Address, State or Province | CA |
| Entity Address, Postal Zip Code | 94010 |
| City Area Code | (650) |
| Local Phone Number | 900-4520 |
| Written Communications | false |
| Soliciting Material | false |
| Pre Commencement Tender Offer | false |
| Pre Commencement Issuer Tender Offer | false |
| Security 12b Title | Common Stock, Par Value $0.0001 per share |
| Trading Symbol | CRVS |
| Security Exchange Name | NASDAQ |
| Entity Emerging Growth Company | false |