United
States
Securities
and Exchange Commission
Washington,
D.C. 20549
SCHEDULE
14A
Proxy
Statement Pursuant to Section 14(a) of the
Securities
Exchange Act of 1934
Filed
by the Registrant [X]
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Filed
by a Party other than the Registrant [ ]
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Check
the appropriate box:
[X]
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Preliminary
Proxy Statement
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Confidential,
For Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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[ ]
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Definitive
Proxy Statement
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Definitive
Additional Materials
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[ ]
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Soliciting
Materials Pursuant to Rule 14a-12
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CORBUS
PHARMACEUTICALS HOLDINGS, INC.
(Name
of Registrant as Specified in Its Charter)
(Name
of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment
of Filing Fee (Check the appropriate box):
[X]
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No
fee required.
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[ ]
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Fee
computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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(1)
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Title
of each class of securities to which transaction applies:
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(2)
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Aggregate
number of securities to which transaction applies:
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(3)
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Per
unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which
the filing fee is calculated and state how it was determined):
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(4)
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Proposed
maximum aggregate value of transaction:
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(5)
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Total
fee paid:
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[ ]
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Fee
paid previously with preliminary materials:
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[ ]
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Check
box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date
of its filing.
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(1)
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Amount
Previously Paid:
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(2)
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Form,
Schedule or Registration Statement No.:
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(3)
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Filing
Party:
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(4)
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Date
Filed:
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CORBUS
PHARMACEUTICALS HOLDINGS, INC.
100 River Ridge Drive, Suite 103
Norwood, MA 02062
NOTICE
OF ANNUAL MEETING OF STOCKHOLDERS
To
be held on May 25, 2017
To
the Stockholders of
Corbus Pharmaceuticals Holdings, Inc.
NOTICE
IS HEREBY GIVEN
that the Annual Meeting of Stockholders of Corbus Pharmaceuticals Holdings, Inc. will be held at Corbus Pharmaceuticals
Holdings, Inc. located at 100 River Ridge Drive, Suite 103, Norwood, MA 02062, on May 25, 2017, beginning at 9:00 a.m. local time.
At the Annual Meeting, stockholders will act on the following matters:
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To
elect five director nominees to serve as directors until the next annual meeting of stockholders;
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To
consider and adopt an amendment to our certificate of incorporation, as amended, to eliminate the ability of stockholders
to act by written consent;
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To
consider and adopt an amendment to our certificate of incorporation, as amended, to eliminate the ability of stockholders
to call special meetings;
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To
consider and adopt an amended and restated certificate of incorporation, which shall incorporate the amendments to our certificate
of incorporation, as amended, pursuant to Proposals 2 and 3, if both such amendments are approved;
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To
ratify the appointment of EisnerAmper LLP as our independent registered public accounting firm for the year ending December
31, 2017; and
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To
consider any other matters that may properly come before the Annual Meeting.
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Only
stockholders of record at the close of business on April 3, 2017 are entitled to receive notice of and to vote at the Annual Meeting
or any postponement or adjournment thereof.
Your
vote is important. Whether you plan to attend the meeting or not, you may vote your shares over the Internet or by requesting
a printed copy of the proxy materials and marking, signing, dating and mailing the proxy card in the envelope provided. If you
attend the meeting and prefer to vote in person, you may do so even if you have already voted your shares. You may revoke your
proxy in the manner described in the proxy statement at any time before it has been voted at the meeting.
IMPORTANT
NOTICE OF AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON MAY 25, 2017.
Our
proxy materials including our Proxy Statement for the 2017 Annual Meeting, our Annual report for the fiscal year ended December
31, 2016 and proxy card are available on the Internet at http://www.cstproxy.com/corbuspharma/2017
. Under Securities and Exchange
Commission rules, we are providing access to our proxy materials by notifying you of the availability of our proxy materials on
the Internet.
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By
Order of the Board of Directors
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/s/
Yuval Cohen
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Yuval
Cohen
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Chief
Executive Officer
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April
13, 2017
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Norwood,
Massachusetts
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CORBUS
PHARMACEUTICALS HOLDINGS, INC.
100 RIVER RIDGE DRIVE, SUITE 103
NORWOOD, MA 02062
PROXY
STATEMENT
This
proxy statement contains information related to the Annual Meeting of Stockholders to be held on May 25, 2017 at 9:00 a.m. local
time, at Corbus Pharmaceuticals Holdings, Inc. (the “
Company
”) located at 100 River Ridge Drive, Suite 103,
Norwood, MA 02062, or at such other time and place to which the Annual Meeting may be adjourned or postponed. The enclosed proxy
is solicited by the Board of Directors of Corbus Pharmaceuticals Holdings, Inc. (the “
Board
”). The proxy materials
relating to the Annual Meeting are being mailed to stockholders entitled to vote at the meeting on or about April 13, 2017.
ABOUT
THE MEETING
Why
are we calling this Annual Meeting?
We
are calling the Annual Meeting to seek the approval of our stockholders:
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To
elect five director nominees to serve as directors until the next annual meeting of stockholders;
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To
consider and adopt an amendment to our certificate of incorporation, as amended, to eliminate the ability of stockholders
to act by written consent;
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To
consider and adopt an amendment to our certificate of incorporation, as amended, to eliminate the ability of stockholders
to call special meetings;
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To
consider and adopt an amended and restated certificate of incorporation, which shall incorporate the amendments to our certificate
of incorporation, as amended, pursuant to Proposals 2 and 3, if both such amendments are approved;
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To
ratify the appointment of EisnerAmper LLP as our independent registered public accounting firm for the year ending December
31, 2016; and
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To
consider any other matters that may properly come before the Annual Meeting.
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What
are the Board’s recommendations?
Our
Board believes that the election of the director nominees identified herein, the amendment and restatement of our certificate
of incorporation, as amended, as described herein, and the appointment of EisnerAmper LLP as our independent registered public
accounting firm for the year ending December 31, 2017 are advisable and in the best interests of the Company and its stockholders
and recommends that you vote FOR these proposals.
Why
did I receive a notice in the mail regarding the Internet availability of the proxy materials instead of a paper copy of the proxy
materials?
In
accordance with rules adopted by the Securities and Exchange Commission (the “
SEC
”), we have elected to furnish
to our stockholders this Proxy Statement and our Fiscal 2016 Annual Report by providing access to these documents on the Internet
rather than mailing printed copies. Accordingly, a Notice of Internet Availability of Proxy Materials (the “
Notice
”)
is being mailed to our stockholders of record and beneficial owners which will direct stockholders to a website where they can
access our proxy materials and view instructions on how to vote online or by telephone. If you would prefer to receive a paper
copy of our proxy materials, please follow the instructions included in the Notice.
Who
is entitled to vote at the meeting?
Only
stockholders of record at the close of business on the record date, April 3, 2017, are entitled to receive notice of the Annual
Meeting and to vote the shares of common stock that they held on that date at the meeting, or any postponement or adjournment
of the meeting. Holders of our common stock are entitled to one vote per share on each matter to be voted upon.
As
of the record date, we had outstanding shares of common
stock.
Who
can attend the meeting?
All
stockholders as of the record date, or their duly appointed proxies, may attend the Annual Meeting. Please note that if you hold
your shares in “street name” (that is, through a broker or other nominee), you will need to bring a copy of your proxy
card delivered to you by your broker or a legal proxy given to you by your broker and check in at the registration desk at the
meeting.
What
constitutes a quorum?
The
presence at the Annual Meeting, in person or by proxy, of the holders of a majority of our common stock outstanding on the record
date will constitute a quorum for our meeting. Signed proxies received but not voted and broker non-votes will be included in
the calculation of the number of shares considered to be present at the meeting.
How
do I vote?
You
can vote on matters that come before the Annual Meeting via the Internet by following the instructions in the Notice or by submitting
your proxy card by mail. If you would prefer to vote by mail, please follow the instructions included in the Notice to receive
a paper copy of our proxy materials.
If
you are a stockholder of record, to submit your proxy by mail or vote via the Internet, follow the instructions on the proxy card
or Notice. If you hold your shares in street name, you may vote via the Internet as instructed by your broker, bank or other nominee.
Your
shares will be voted as you indicate on your proxy card. If you vote your proxy but you do not indicate your voting preferences,
and with respect to any other matter that properly comes before the meeting, the individuals named on the proxy card will vote
your shares FOR the matters submitted at the meeting, or if no recommendation is given, in their own discretion.
If
you attend the Annual Meeting and prefer to vote in person, you may do so even if you have already voted your shares by proxy.
What
if I vote and then change my mind?
You
may revoke your proxy at any time before it is exercised by:
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filing
with the Secretary of the Company a notice of revocation;
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sending
in another duly executed proxy bearing a later date; or
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attending
the meeting and casting your vote in person.
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For
purposes of submitting your vote online, you may change your vote until 7:00 p.m. on May 24, 2017. At this this deadline, the
last vote submitted will be the vote that is counted.
What
is the difference between holding shares as a stockholder of record and as a beneficial owner?
Many
of our stockholders hold their shares through a stockbroker, bank or other nominee rather than directly in their own name. As
summarized below, there are some distinctions between shares held of record and those owned beneficially.
Stockholder
of Record
If
your shares are registered directly in your name with our transfer agent, Continental Stock Transfer & Trust, you are considered,
with respect to those shares, the stockholder of record. As the stockholder of record, you have the right to grant your voting
proxy directly to us or to vote in person at the Annual Meeting.
Beneficial
Owner
If
your shares are held in a stock brokerage account or by a bank or other nominee, you are considered the beneficial owner of shares
held in street name, and these proxy materials are being forwarded to you by your broker, bank or nominee which is considered,
with respect to those shares, the stockholder of record. As the beneficial owner, you have the right to direct your broker as
to how to vote and are also invited to attend the Annual Meeting. However, because you are not the stockholder of record, you
may not vote these shares in person at the Annual Meeting unless you obtain a signed proxy from the record holder giving you the
right to vote the shares. If you do not vote your shares or otherwise provide the stockholder of record with voting instructions,
your shares may constitute broker non-votes. The effect of broker non-votes is more specifically described in “
What vote
is required to approve each proposal
?” below.
What
vote is required to approve each proposal?
The
holders of a majority of our common stock outstanding on the record date must be present, in person or by proxy, at the Annual
Meeting in order to have the required quorum for the transaction of business. Pursuant to Delaware corporate law, abstentions
and broker non-votes will be counted for the purpose of determining whether a quorum is present.
Assuming
that a quorum is present, the following votes will be required:
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With
respect to the first proposal (election of directors), directors are elected by a plurality of the votes present in person
or represented by proxy and entitled to vote, and the director nominees who receive the greatest number of votes at the Annual
Meeting (up to the total number of directors to be elected) will be elected. As a result, abstentions and “broker non-votes”
(see below), if any, will not affect the outcome of the vote on this proposal.
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With
respect to the proposal to adopt an amendment to our certificate of incorporation, as amended, to eliminate the ability of
stockholders to act by written consent, the affirmative vote of a majority of all of the shares of the common stock outstanding
and entitled to vote for such proposal is required to approve this proposal. As a result, abstentions, “broker non-votes”
(see below), if any, and any other failure to submit a proxy or vote in person at the meeting will have the same effect as
a vote AGAINST Proposal 2.
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With
respect to the proposal to adopt an amendment to our certificate of incorporation, as amended, to eliminate the ability of
stockholders to call special meetings, the affirmative vote of a majority of all of the shares of the common stock outstanding
and entitled to vote for such proposal is required to approve this proposal. As a result, abstentions, “broker non-votes”
(see below), if any, and any other failure to submit a proxy or vote in person at the meeting will have the same effect as
a vote AGAINST Proposal 3.
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With
respect to the proposal to adopt an amended and restated certificate of incorporation, which shall incorporate the amendments
to our certificate of incorporation, as amended, pursuant to Proposals 2 and 3, if both such amendments are approved, the
affirmative vote of a majority of all of the shares of the common stock outstanding and entitled to vote for such proposal
is required to approve this proposal. As a result, abstentions, “broker non-votes” (see below), if any, and any
other failure to submit a proxy or vote in person at the meeting will have the same effect as a vote AGAINST Proposal 4.
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With
respect to the proposal to ratify the appointment of EisnerAmper LLP and approval of any other matter that may properly come
before the Annual Meeting, the affirmative vote of a majority of the total votes cast on these proposals, in person or by
proxy, is required to approve these proposals. As a result, abstentions and “broker non-votes” (see below), if
any, will not affect the outcome of the vote on these proposals.
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Holders
of the common stock will not have any dissenters’ rights of appraisal in connection with any of the matters to be voted
on at the meeting.
What
are “broker non-votes”?
If
you are a beneficial owner of shares registered in the name of your broker, bank or other agent, your shares are held by your
broker, bank or other agent as your nominee, or in “street name,” and you will need to obtain a proxy form from the
organization that holds your shares and follow the instructions included on that form regarding how to instruct the organization
to vote your shares. If you do not give instructions to your broker, bank or other agent, it can vote your shares with respect
to “discretionary” items but not with respect to “non-discretionary” items. Discretionary items are proposals
considered routine under the rules of various national securities exchanges, and, in the absence of your voting instructions,
your broker, bank or other agent may vote your shares held in street name on such proposals. Non-discretionary items are proposals
considered non-routine under the rules of various national securities exchanges, and, in the absence of your voting instructions,
your broker, bank or other agent may not vote your shares held in street name on such proposals and the shares will be treated
as broker non-votes. Proposals 1, 2, 3 and 4 are considered non-routine matters under the applicable rules. If you do not give
your broker specific instructions, the broker may not vote your shares on Proposals 1, 2, 3 and 4 and therefore there may be broker
non-votes on Proposal 1, 2, 3 and 4. Proposal 5 involves a matter we believe to be routine and thus if you do not give instructions
to your broker, the broker may vote your shares in its discretion on Proposal 5 and therefore no broker non-votes are expected
to exist in connection with Proposal 5.
How
are we soliciting this proxy?
We
are soliciting this proxy on behalf of our Board and will pay all expenses associated therewith. Some of our officers, directors
and other employees also may, but without compensation other than their regular compensation, solicit proxies by further mailing
or personal conversations, or by telephone, facsimile or other electronic means.
In
addition, we have engaged Alliance Advisors, LLC to assist us in soliciting proxies from banks, brokers and nominees. The fees
that will be paid to Alliance Advisors, LLC are anticipated to be approximately $7,000, and we will reimburse any out-of-pocket
expenses.
We
will also, upon request, reimburse brokers and other persons holding stock in their names, or in the names of nominees, for their
reasonable out-of-pocket expenses for forwarding proxy materials to the beneficial owners of the capital stock and to obtain proxies.
PROPOSAL
1: TO ELECT FIVE DIRECTORS TO SERVE UNTIL THE NEXT ANNUAL MEETING AND UNTIL THEIR SUCCESSORS HAVE BEEN DULY ELECTED AND QUALIFIED
Our
Board is currently composed of five directors. Vacancies on the Board may be filled only by persons elected by a majority of the
remaining directors. A director elected by the Board to fill a vacancy, including vacancies created by an increase in the number
of directors, shall serve for the remainder of the full term of that director for which the vacancy was created and until the
director’s successor is duly elected and qualified.
Each
of the nominees listed below is currently one of our directors. If elected at the Annual Meeting, each of these nominees would
serve until the next annual meeting and until his or her successor has been duly elected and qualified, or, if sooner, until the
director’s death, resignation or removal.
Directors
are elected by a plurality of the votes of the holders of shares present in person or represented by proxy and entitled to vote
on the election of directors. Abstentions and broker non-votes will not be treated as a vote for or against any particular director
nominee and will not affect the outcome of the election. Stockholders may not vote, or submit a proxy, for a greater number of
nominees than the five nominees named below. The director nominees receiving the highest number of affirmative votes will be elected.
Shares represented by executed proxies will be voted, if authority to do so is not withheld, for the election of the five director
nominees named below. If any director nominee becomes unavailable for election as a result of an unexpected occurrence, shares
that would have been voted for that nominee will instead be voted for the election of a substitute nominee proposed by our Board.
Each person nominated for election has agreed to serve if elected. Our management has no reason to believe that any nominee will
be unable to serve.
Nominees
for Election Until the Next Annual Meeting
The
following table sets forth the name, age, position and tenure of each of our directors who are up for re-election at the 2017
Annual Meeting:
Name
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Age
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Position(s)
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Served
as an Officer or Director Since
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Yuval Cohen, Ph.D.
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42
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Chief Executive Officer
and Director
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2014
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Alan Holmer
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67
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Director (Chairman of the Board)
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2014
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David P. Hochman
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41
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Director
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2014
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Renu Gupta
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61
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Director
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2014
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Avery W. Catlin
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68
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Director
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2014
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The
following includes a brief biography of each of the nominees standing for election to the Board of Directors at the Annual Meeting,
based on information furnished to us by each director nominee, with each biography including information regarding the experiences,
qualifications, attributes or skills that caused the Nominating and Corporate Governance Committee and the Board of Directors
to determine that the applicable nominee should serve as a member of our Board of Directors.
Directors
Yuval
Cohen, Ph.D., Chief Executive Officer and Director
Dr.
Cohen has served as our Chief Executive Officer and as a director since April 11, 2014. Dr. Cohen joined Corbus Pharmaceuticals,
Inc. (formerly JB Therapeutics, Inc.), our wholly-owned subsidiary, as its Chief Executive Officer in July 2013. Prior to joining
Corbus Pharmaceuticals, Inc., he was the President and co-founder of Celsus Therapeutics PLC (“
Celsus
”) (Nasdaq
CM: CLTX) from 2005 until February 2013, and as Senior Vice President from February 2013 until June 2013. Dr. Cohen was also a
board member of Celsus until December 2013. Starting as a small startup with seed financing, under Dr. Cohen’s leadership,
Celsus developed five novel anti-inflammatory drug candidates with two reaching Phase IIb stages focusing on allergies and autoimmune
diseases of the skin (eczema), airways (cystic fibrosis and hay fever), digestive tract (inflammatory bowel disease) and eye (conjunctivitis).
Dr. Cohen participated in all stages of the pre-clinical and clinical development from project management to interactions with
regulatory bodies and with the investment community in fundraising. Apart from his industry experience, he is also the author
of a number of peer-reviewed papers and reviews as well as listed inventor on a number of patents. Dr. Cohen holds a BSc (Hons)
in microbiology and biochemistry from University of Cape Town, South Africa, and has a Ph.D., summa cum laude, from the Curie
Institute of Cancer Research in Paris and the University of Paris V. Dr. Cohen was selected as a director because of his business
and leadership experience in the biopharmaceutical sector, as well as a result of having served as a director since our inception.
Alan
Holmer, Chairman of the Board
Mr.
Holmer has served as a director of Corbus Pharmaceuticals, Inc. since January 2014 and chairman of the board since April 11, 2014.
From 1996 to 2005 he served as President and Chief Executive Officer of the Pharmaceutical Research and Manufacturers of America
(PhRMA), an organization that represents the worldwide interests of leading pharmaceutical and biotechnology companies, based
in Washington, D.C. From 2005 to 2007 and again from February 2009 until its acquisition by Merck in May 2011, Mr. Holmer served
as a Director of Inspire Pharmaceuticals, Inc., and at various times as member of its Corporate Governance Committee, Audit Committee,
and Drug Development Committee. In addition to his pharmaceutical industry experience, Mr. Holmer has significant expertise in
handling legal, international trade and governmental issues, having held various positions within the office of the U.S. Trade
Representative, the Commerce Department and the White House, including serving as Deputy U.S. Trade Representative with rank of
Ambassador. Mr. Holmer served as Special Envoy for China and the Strategic Economic Dialogue, a position to which he was appointed
by Secretary of the Treasury, Henry M. Paulson, Jr. from 2007 to 2009. Mr. Holmer also served as a partner at the international
law firm, Sidley & Austin (now Sidley Austin LLP), and as an associate at Steptoe & Johnson LLP. From 2012 to 2016, Mr.
Holmer served as Special Counsel in the Washington, D.C. office of Smith, Currie & Hancock LLP. Mr. Holmer has been involved
in many community service organizations, including currently serving as the Chairman of the Board of the Metropolitan Washington,
D.C., Chapter of the Cystic Fibrosis Foundation. He also served as Co-Chairman of the President’s Advisory Council on HIV/AIDS.
Mr. Holmer received an A.B. degree from Princeton University and a J.D. from Georgetown University Law Center. Mr. Holmer was
selected as a director because of his background in the pharmaceutical and biotechnology industry and his experience in governance
matters.
David
P. Hochman, Director
Mr.
Hochman has served as a director since December 2013. Since June 2006, Mr. Hochman has been Managing Partner of Orchestra Medical
Ventures, LLC (“
Orchestra
”), an investment firm that employs an innovative strategy to create, build and invest
in medical technology companies intended to generate substantial clinical value and investor returns. He is also President of
Accelerated Technologies, Inc. (ATI), a medical device accelerator managed by Orchestra. He has over nineteen years of venture
capital and investment banking experience. Mr. Hochman is the Chairman of MOTUS GI Holdings, Inc., as well
as a director of Caliber Therapeutics, BackBeat Medical, Inc. (where he is also President) and FreeHold Surgical, Inc., all of
which are Orchestra portfolio companies. He serves as a director of Adgero Biopharmaceuticals Holdings, Inc. and is the Vice Chairman
and a Director of Naked Brand Group Inc. (Nasdaq: NAKD). Prior to joining Orchestra, Mr. Hochman was Chief Executive Officer of
Spencer Trask Edison Partners, LLC, an investment partnership focused on early stage healthcare companies. He was also Managing
Director of Spencer Trask Ventures, Inc. during which time he led financing transactions for over twenty early-stage companies.
Mr. Hochman was a board advisor of Health Dialog Services Corporation, a leader in collaborative healthcare management that was
acquired in 2008 by the British United Provident Association for $750 million. From 2005 to 2007, he was a cofounder and board
member of PROLOR Biotech, Inc., a biopharmaceutical company developing longer lasting versions of approved therapeutic proteins,
which was purchased by Opko Health (NYSE: OPK) in 2013 for over $600 million. He currently serves on the board of two non-profit
organizations: the Citizens Committee for New York City and the Mollie Parnis Livingston Foundation. He has a B.A. degree with
honors from the University of Michigan. Mr. Hochman was selected as a director due to his leadership experience at other public
companies, including pharmaceutical companies, his financial experience and his expertise in governance matters.
Dr.
Renu Gupta, Director
Dr.
Gupta has served as a director since June 2014. Dr. Gupta has 30 years of drug development, regulatory and
senior management experience within the biopharma industry. Dr. Gupta is currently Principal of Global Bio-Pharma, having
previously served as the Executive Vice President Development and Chief Medical Officer of Insmed Incorporated (formerly
Transave, Inc) (NASDAQ: INSM) from September 2006 until October 2014, and as a Director of the UK subsidiary, Transave
Inhalation Biotherapeutics as of May 2008. From May 2003 to August 2006, she held the position of Senior Vice President
Development at Antigenics, Inc. Prior to that, she served at Novartis as Vice President and Head of U.S. Clinical Research
and Development and Global Head of Cardiovascular, Metabolics, Endocrine and Gastroenterology Research. Dr. Gupta also spent
almost 10 years at Bristol-Myers Squibb (BMS), where she was responsible for clinical research, business development
and global development and marketing strategy for infectious diseases and immunology. She received her bachelor and medical
degrees from the University of Zambia and completed her medical and post-doctoral training at Albert Einstein Medical Center,
the Wistar Institute of Anatomy and Biology, the Children’s Hospital of Philadelphia, and the University of
Pennsylvania, where she was Adjunct Assistant Professor until 1997. Her work has been published in leading peer-reviewed
journals and she has been active in numerous relevant academic and professional societies, and served on NIH study sections
as an expert. Dr. Gupta has represented the biopharma industry in FDA and EMA workshops, is a founding member of the
Industrial Management Board at the Harvard Medical School, served as Chair of the Medical Advisory Council for Antigenics,
Co-chaired Immunology, and Infectious Diseases Scientific advisory Boards for BMS, is a past member of the Scientific
Advisory Board at Cerimon Pharmaceuticals, and the Institute of Medicine Forum on Emerging Infections, and is a Board Member
of Aim at Melanoma, formerly Charlie Guild Melanoma Foundation. Dr. Gupta was selected as a director because of her
leadership experience in regulatory strategy and science, and research and development in the biopharmaceutical industry leading to advancement of molecules from drug discovery to approvals in major global markets.
Avery
W. (Chip) Catlin, Director
Mr.
Catlin has served as a director since August 2014. Currently, Mr. Catlin also serves as Senior Vice President, Chief Financial
Officer, and Secretary of Celldex Therapeutics, Inc. (Nasdaq: CLDX), a public biopharmaceutical company. Prior to joining Celldex
Therapeutics, Inc. (Nasdaq: CLDX) in January 2000, he served as Vice President, Operations and Finance, and Chief Financial Officer
of Endogen, Inc., a public life science research products company, from 1996 to 1999. From 1992 to 1996, he held various financial
positions at Repligen Corporation (Nasdaq: RGEN), a public biopharmaceutical company, serving the last two years as Chief Financial
Officer. Earlier in his career, he held the position of Chief Financial Officer at MediSense, Inc., a Massachusetts-based medical
device company. Mr. Catlin received his B.A. degree from the University of Virginia and M.B.A. from Babson College and is a Certified
Public Accountant. Mr. Catlin was selected as a director due to his leadership experience at other public companies, and his financial
and accounting experience and his expertise in governance matters.
THE
BOARD OF DIRECTORS RECOMMENDS THAT THE STOCKHOLDERS VOTE FOR THE ELECTION OF THE DIRECTOR NOMINEES.
CORPORATE
GOVERNANCE
Board
of Director Composition
Our
Board currently consists of five members. Our directors hold office until their successors have been elected and qualified or
until the earlier of their resignation or removal.
We
have no formal policy regarding board diversity. Our priority in selection of board members is identification of members who will
further the interests of our stockholders through his or her established record of professional accomplishment, the ability to
contribute positively to the collaborative culture among board members, knowledge of our business and understanding of the competitive
landscape.
Board
of Director Meetings
Our
Board met seven times in 2016. Each of the directors attended at least 75% of the aggregate of (i) the total number of
meetings of our Board (held during the period for which such directors served on the Board) and (ii) the total number of meetings
of all committees of our Board on which the director served (during the periods for which the director served on such committee
or committees). All five (5) of our directors attended our 2016 Annual Meeting of Stockholders. We do not have a formal policy
requiring members of the Board to attend our annual meetings.
Director
Independence
Our
common stock is listed on The NASDAQ Stock Market. Under the rules of The NASDAQ Stock Market, independent directors must comprise
a majority of our Board. In addition, the rules of The NASDAQ Stock Market require that all the members of such committees be
independent. Audit committee members must also satisfy the independence criteria set forth in Rule 10A-3 under the Securities
Exchange Act of 1934, as amended, or the Exchange Act. Compensation committee members must also satisfy the independence criteria
established by The NASDAQ Stock Market in accordance with Rule 10C-1 under the Exchange Act. Under the rules of The NASDAQ Stock
Market, a director will only qualify as an “independent director” if, among other qualifications, in the opinion of
that company’s board of directors, that person does not have a relationship that would interfere with the exercise of independent
judgment in carrying out the responsibilities of a director.
Our
Board undertook a review of its composition, the composition of its committees and the independence of each director. Based upon
information requested from and provided by each director concerning his or her background, employment and affiliations, including
family relationships, our Board has determined that Mr. Holmer, Dr. Gupta and Mr. Catlin do not have a relationship that would
interfere with the exercise of independent judgment in carrying out the responsibilities of a director and that each of these
directors is “independent” as that term is defined under the Rules of the NASDAQ Stock Market and the SEC.
In
making this determination, our Board considered the relationships that each non-employee director has with our Company and all
other facts and circumstances our Board deemed relevant in determining their independence. We intend to comply with the other
independence requirements for committees within the time periods specified above.
Board
Committees
Our
Board has established an Audit Committee, a Compensation Committee and a Nominating and Corporate Governance Committee. Our Board
may establish other committees to facilitate the management of our business. The composition and functions of each committee are
described below. Members serve on these committees until their resignation or until otherwise determined by our Board. Each of
these committees operate under a charter that has been approved by our Board.
Audit
Committee.
Our Audit Committee consists of Mr. Holmer, Dr. Gupta and Mr. Catlin, and Mr. Catlin is the Chairman of the Audit
Committee. Our Audit Committee met five times in 2016. Our Board has determined that the three directors currently serving
on our Audit Committee are independent within the meaning of The NASDAQ Marketplace Rules and Rule 10A-3 under the Exchange Act.
In addition, our Board has determined that Mr. Catlin qualifies as an audit committee financial expert within the meaning of SEC
regulations and The NASDAQ Marketplace Rules.
The
Audit Committee oversees and monitors our financial reporting process and internal control system, reviews and evaluates the audit
performed by our registered independent public accountants and reports to our Board any substantive issues found during the audit.
The Audit Committee will be directly responsible for the appointment, compensation and oversight of the work of our registered
independent public accountants. The Audit Committee reviews and approves all transactions with affiliated parties. Our Board has
adopted a written charter for the Audit Committee. A copy of the charter is posted under the “Investors” tab under
“Governance” in our website, which is located at www.corbuspharma.com.
Compensation
Committee.
Our Compensation Committee consists of Mr. Holmer, Dr. Gupta and Mr. Catlin, and Mr. Holmer is the Chairman of
the Compensation Committee. Our Compensation Committee met eight times in 2016. Our Board has determined that the three
directors currently serving on our Compensation Committee are independent under the listing standards, are “non-employee
directors” as defined in Rule 16b-3 promulgated under the Exchange Act and are “outside directors” as that term
is defined in Section 162(m) of the Internal Revenue Code of 1986, as amended.
The
Compensation Committee provides advice and makes recommendations to our Board in the areas of employee salaries, benefit programs
and director compensation. The Compensation Committee also reviews and approves corporate goals and objectives relevant to the
compensation of our President, Chief Executive Officer, and other officers and makes recommendations in that regard to our Board
as a whole.
In
2016, the Compensation Committee directly engaged independent compensation consultants, Willis Towers Watson, and subsequently
Radford, a part of Aon Hewitt, a business unit of Aon plc, to provide advice and recommendations on the structure, amount and
form of executive and director compensation and the competitiveness thereof. At the request of the Compensation Committee, the
compensation consultants provided, among other things, comparative data from selected peer companies. The compensation consultants
report directly to the Compensation Committee. The Compensation Committee’s decision to hire either of the compensation
consultants was not made or recommended by Company management. Neither compensation consultant has performed any work for the
Company in 2016 except with respect to the work that it has done directly for the Compensation Committee.
Our
Board has adopted a written charter for the Compensation Committee. A copy of the charter is posted under the “Investors”
tab under “Governance” in our website, which is located at www.corbuspharma.com.
Nominating
and Corporate Governance Committee.
Our Nominating and Corporate Governance Committee consists of Mr. Holmer, Dr. Gupta
and Mr. Catlin, and Dr. Gupta is the Chairman of the Nominating and Corporate Governance Committee. Our Nominating and
Corporate Governance Committee met one time in 2016. The Nominating and Corporate Governance Committee nominates
individuals to be elected to the full board by our stockholders. The Nominating and Corporate Governance Committee considers
recommendations from stockholders if submitted in a timely manner in accordance with the procedures set forth in our bylaws
and will apply the same criteria to all persons being considered. All members of the Nominating and Corporate Governance
Committee are independent directors as defined under the NASDAQ listing standards. Our Board has adopted a written charter
for the Nominating and Corporate Governance Committee. A copy of the charter is posted under the “Investors”
tab under “Governance” in our website, which is located at www.corbuspharma.com.
Stockholder
nominations for directorships
Stockholders
may recommend individuals to the Nominating and Corporate Governance Committee for consideration as potential director candidates
by submitting their names and background to the Secretary of the Company at the address set forth below under “Stockholder
Communications” in accordance with the provisions set forth in our bylaws. All such recommendations will be forwarded to
the Nominating and Corporate Governance Committee, which will review and only consider such recommendations if appropriate biographical
and other information is provided, including, but not limited to, the items listed below, on a timely basis. All security holder
recommendations for director candidates must be received by the Company in the timeframe(s) set forth under the heading “Stockholder
Proposals” below.
|
●
|
the
name and address of record of the security holder;
|
|
|
|
|
●
|
a
representation that the security holder is a record holder of the Company’s securities, or if the security holder is
not a record holder, evidence of ownership in accordance with Rule 14a-8(b)(2) of the Securities Exchange Act of 1934;
|
|
|
|
|
●
|
the
name, age, business and residential address, educational background, current principal occupation or employment, and principal
occupation or employment for the preceding five (5) full fiscal years of the proposed director candidate;
|
|
|
|
|
●
|
a
description of the qualifications and background of the proposed director candidate and a representation that the proposed
director candidate meets applicable independence requirements;
|
|
|
|
|
●
|
a
description of any arrangements or understandings between the security holder and the proposed director candidate; and
|
|
|
|
|
●
|
the
consent of the proposed director candidate to be named in the proxy statement relating to the Company’s annual meeting
of stockholders and to serve as a director if elected at such annual meeting.
|
Assuming
that appropriate information is provided for candidates recommended by stockholders, the Nominating and Corporate Governance Committee
will evaluate those candidates by following substantially the same process, and applying substantially the same criteria, as for
candidates submitted by members of the Board or other persons, as described above and as set forth in its written charter.
Board
Leadership Structure and Role in Risk Oversight
The
positions of our chairman of the Board and chief executive officer are separated. Separating these positions allows our chief
executive officer to focus on our day-to-day business, while allowing the chairman of the Board to lead our Board in its fundamental
role of providing advice to and independent oversight of management. Our Board recognizes the time, effort and energy that the
chief executive officer must devote to his position in the current business environment, as well as the commitment required to
serve as our chairman, particularly as our Board’s oversight responsibilities continue to grow. Our Board also believes
that this structure ensures a greater role for the independent directors in the oversight of our Company and active participation
of the independent directors in setting agendas and establishing priorities and procedures for the work of our Board. This leadership
structure also is preferred by a significant number of our stockholders. Our Board believes its administration of its risk oversight
function has not affected its leadership structure.
Although
our bylaws do not require our chairman and chief executive officer positions to be separate, our Board believes that having separate
positions is the appropriate leadership structure for us at this time and demonstrates our commitment to good corporate governance.
Risk
is inherent with every business, and how well a business manages risk can ultimately determine its success. We face a number of
risks, including those described under the section entitled “Risk Factors” in our Annual Report on Form 10-K for the
fiscal year ended December 31, 2016 and other reports filed with the SEC. Our Board is actively involved in oversight of risks
that could affect us. This oversight is conducted primarily by our full Board, which has responsibility for general oversight
of risks.
Our
Board will satisfy this responsibility through full reports by each committee chair regarding the committee’s considerations
and actions, as well as through regular reports directly from officers responsible for oversight of particular risks within our
Company. Our Board believes that full and open communication between management and our Board is essential for effective risk
management and oversight.
Stockholder
Communications
Our
Board will give appropriate attention to written communications that are submitted by stockholders, and will respond if and as
appropriate. Absent unusual circumstances or as contemplated by committee charters, and subject to advice from legal counsel,
the Secretary of the Company is primarily responsible for monitoring communications from stockholders and for providing copies
or summaries of such communications to the Board as he considers appropriate.
Communications
from stockholders will be forwarded to all directors if they relate to important substantive matters or if they include suggestions
or comments that the Secretary considers to be important for the Board to know. Communication relating to corporate governance
and corporate strategy are more likely to be forwarded to the Board than communications regarding personal grievances, ordinary
business matters, and matters as to which the Company tends to receive repetitive or duplicative communications.
Stockholders
who wish to send communications to the Board should address such communications to: The Board of Directors, Corbus Pharmaceuticals
Holdings, Inc., 100 River Ridge Drive, Suite 103, Norwood, MA 02062, Attention: Secretary.
Code
of Business Conduct and Ethics
We
have adopted a written code of business conduct and ethics that applies to our employees, officers and directors. A copy of the
code is posted under the “Investors” tab under “Governance” in our website, which is located at www.corbuspharma.com.
We intend to disclose future amendments to certain provisions of our code of business conduct and ethics, or waivers of such provisions
applicable to any principal executive officer, principal financial officer, principal accounting officer or controller, or persons
performing similar functions, and our directors, on our website identified above or in a Current Report on Form 8-K.
Limitation
of Directors Liability and Indemnification
The
Delaware General Corporation Law (the “
DGCL
”) authorizes corporations to limit or eliminate, subject to certain
conditions, the personal liability of directors to corporations and their stockholders for monetary damages for breach of their
fiduciary duties. Our certificate of incorporation limits the liability of our directors to the fullest extent permitted by Delaware
law. In addition, we have entered into indemnification agreements with certain of our directors and officers whereby we have agreed
to indemnify those directors and officers to the fullest extent permitted by law, including indemnification against expenses and
liabilities incurred in legal proceedings to which the director or officer was, or is threatened to be made, a party by reason
of the fact that such director or officer is or was a director, officer, employee or agent of the Company, provided that such
director or officer acted in good faith and in a manner that the director or officer reasonably believed to be in, or not opposed
to, the best interests of the Company.
We
have director and officer liability insurance to cover liabilities our directors and officers may incur in connection with their
services to us, including matters arising under the Securities Act. Our certificate of incorporation and bylaws also provide that
we will indemnify our directors and officers who, by reason of the fact that he or she is one of our officers or directors, is
involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative related to their board role
with us.
There
is no pending litigation or proceeding involving any of our directors, officers, employees or agents in which indemnification
will be required or permitted. We are not aware of any threatened litigation or proceeding that may result in a claim for such
indemnification.
Executive
Officers
The
following table sets forth certain information regarding our current executive officers:
Name
|
|
Age
|
|
Position(s)
|
|
Serving
in Position Since
|
Yuval Cohen, Ph.D.
|
|
|
42
|
|
|
Chief Executive Officer,
Director
|
|
|
2014
|
|
Mark Tepper, Ph.D.
|
|
|
59
|
|
|
President and Chief Scientific Officer
|
|
|
2014
|
|
Barbara White, M.D.
|
|
|
66
|
|
|
Chief Medical Officer
|
|
|
2014
|
|
Sean Moran
|
|
|
59
|
|
|
Chief Financial Officer
|
|
|
2014
|
|
Our
executive officers are elected by, and serve at the discretion of, our Board. The business experience for the past five years,
and in some instances, for prior years, of each of our executive officers is as follows:
Management
Yuval
Cohen, Ph.D., Chief Executive Officer and Director
See
description under “Proposal 1”.
Mark
A. Tepper, Ph.D., President and Chief Scientific Officer
Dr.
Tepper has served as our President and Chief Scientific Officer since April 11, 2014. He has more than twenty five years of management
experience in pharmaceutical Research & Development. During the last 14 years, Dr. Tepper has focused on identifying unique
early stage biotechnology assets which fill a significant unmet medical need and has founded or co-founded three new biotech companies,
including our company, to commercialize these assets. Prior to joining Corbus Pharmaceuticals, Inc. (formerly JB Therapeutics),
our wholly-owned subsidiary, in January 2012, Dr. Tepper was a consultant to the biotechnology and pharmaceutical industry from
2009-2011. Prior to that he was President and Chief Executive Officer of NKT Therapeutics Inc. from 2007-2008 and before that
President of RXi Pharmaceuticals from 2003 to 2007. Dr. Tepper served at EMD Serono from 1995 to 2002, most recently as Vice President
of Research and Operations where he played a key role in the development and commercialization of the fertility drug Gonal-F and
multiple sclerosis drug Rebif. While with Bristol Myers Squibb from 1988 to 1995, most recently as Senior Research Investigator,
he was a member of the project team responsible for developing the cancer drug Taxol and the rheumatoid arthritis drug Orencia.
Dr. Tepper received a Ph.D. in Biochemistry & Biophysics from Columbia University, College of Physicians & Surgeons, New
York, and a B.A in Chemistry with Highest Honors from Clark University, Worcester, Massachusetts. He gained postdoctoral training
at the University of Massachusetts Medical School, Worcester, Massachusetts in the laboratory of Professor Michael P. Czech.
Barbara
White, M.D., Chief Medical Officer
Dr.
White has served as our Chief Medical Officer since August 2014. Previously, Dr. White served as Senior Vice President and Head
of Research and Development at Stiefel, a dermatological pharmaceutical division of GlaxoSmithKline, a public pharmaceutical company,
from 2011 to 2013. From 2010 to 2011, Dr. White was Vice President and Head of Immunology Therapeutic Area at UCB, a public biopharmaceutical
manufacturing company. At MedImmune, LLC, a subsidiary of AstraZeneca plc, a public pharmaceutical company, Dr. White served first
as Senior Director of Clinical Development from 2006 until 2007, and then as Vice President until 2010. Prior to her pharmaceutical
career, Dr. White was Professor and Associate Chair of Research, Department of Medicine, at the University of Maryland School
of Medicine. She was formerly Associate Chief of Staff, Research Service, at the Baltimore Veteran Administration (VA) Medical
Center, where her research focused on immune-mediated mechanisms of lung fibrosis in scleroderma. Barbara also previously served
as Co-Director of the Johns Hopkins University and University of Maryland Scleroderma Center. Barbara received her medical degree
from the University of Pennsylvania School of Medicine and is board certified in internal medicine, rheumatology and allergy/clinical
immunology. She completed her postdoctoral studies in basic cellular immunology at the National Institutes of Health.
Sean
Moran, CPA, MBA, Chief Financial Officer
Mr.
Moran has served as our Chief Financial Officer since April 11, 2014. Mr. Moran joined Corbus Pharmaceuticals, Inc. (formerly
JB Therapeutics), our wholly-owned subsidiary, as its Chief Financial Officer in January 2014. Mr. Moran has twenty years of senior
financial experience with emerging biotechnology, drug delivery and medical device companies. Mr. Moran has worked at three different
companies that completed initial public offerings and maintained a listing on a public exchange. Before joining our company, Mr.
Moran served as Chief Financial Officer for InVivo Therapeutics Corporation from 2010 to 2013, Celsion Corporation from 2008 to
2010, Transport Pharmaceuticals Inc. from 2006 to 2008, Echo Therapeutics Inc. from 2002 to 2006, SatCon Technology Corporation
from 2000 to 2002, and Anika Therapeutics Inc. from 1993 to 2000. Mr. Moran is a CPA by training and earned his M.B.A. and a B.S.
in Accounting from Babson College.
EXECUTIVE
COMPENSATION
Summary
Compensation Table
The
following table presents information regarding the total compensation awarded to, earned by, or paid to our chief executive officer
and the two most highly-compensated executive officers (other than the chief executive officer) who were serving as executive
officers as of December 31, 2016 and December 31, 2015 for services rendered in all capacities to us for the year ended December
31, 2016 and December 31, 2015. These individuals are our named executive officers for 2016.
Name
and
Principal
Position
|
|
Year
|
|
Salary
($)
|
|
Bonus
($)
|
|
Stock
Awards
($)
|
|
Option
Awards
($)
(2)
|
|
Non-equity
Incentive
Plan
Compensation
($)
|
|
All
Other
Compensation
($)
|
|
Total
($)
|
Yuval Cohen
|
|
|
2016
|
|
|
$
|
370,000
|
|
|
$
|
185,000
|
|
|
$
|
-
|
|
|
$
|
1,493,403
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
2,048,403
|
|
Chief Executive
Officer
|
|
|
2015
|
|
|
|
240,000
|
|
|
|
136,950
|
(1)
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
376,950
|
|
Mark Tepper
|
|
|
2016
|
|
|
|
320,000
|
|
|
|
144,000
|
|
|
|
-
|
|
|
|
1,191,055
|
|
|
|
-
|
|
|
|
-
|
|
|
|
1,655,055
|
|
President and Chief
Scientific Officer
|
|
|
2015
|
|
|
|
240,000
|
|
|
|
136,950
|
(1)
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
|
|
-
|
|
|
|
376,950
|
|
Barbara White
|
|
|
2016
|
|
|
|
345,000
|
|
|
|
138,000
|
|
|
|
-
|
|
|
|
1,191,055
|
|
|
|
-
|
|
|
|
-
|
|
|
|
1,674,055
|
|
Chief Medical Officer
|
|
|
2015
|
|
|
|
300,000
|
|
|
|
136,125
|
(1)
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
436,125
|
|
|
(1)
|
Our
Compensation Committee had not previously determined the amounts of performance-based cash bonuses payable to our executive
officers for the fiscal year ended December 31, 2015. On August 11, 2016, the Compensation Committee approved bonuses for
the year ended December 31, 2015 in the amounts of $136,950, $136,950, and $136,125 for Yuval Cohen, Mark Tepper, and Barbara
White, respectively, which were paid on August 16, 2016. In determining the amounts of the cash bonuses to be paid, the Compensation
Committee considered that we did not pay performance-based cash bonuses for the fiscal year ended December 31, 2014.
|
|
|
|
|
(2)
|
Amounts
reflect the grant date fair value of option awards granted in 2016 in accordance with Accounting Standards Codification Topic
718. For information regarding assumptions underlying the valuation of equity awards, see Note 3 to our Consolidated Financial
Statements and the discussion under “Management’s Discussion and Analysis of Financial Condition and Results of
Operations-Critical Accounting Policies and Estimates-Stock-Based Compensation” included in our Annual Report on Form
10-K for the fiscal year ended December 31, 2016. These amounts do not correspond to the actual value that may be received
by the named executive officers if the stock options are exercised.
|
Employment
Agreements with Our Named Executive Officers
On
April 11, 2014, we entered into an employment agreement with Dr. Yuval Cohen, which is effective for a period of two years. Dr.
Cohen’s employment agreement provides for him to serve as Chief Executive Officer and provides for an annual base salary
of $240,000 and a signing bonus of $45,000. In addition, Dr. Cohen is eligible to receive an annual bonus, which is targeted at
up to 33% of his base salary but which may be adjusted by our Board based on his individual performance and our performance as
a whole. On April 11, 2014, Dr. Cohen received a grant of options covering 312,728 shares of common stock at an exercise price
of $1.00 per share. These options vest 25% on the one year anniversary of the grant date and the remainder in equal monthly installments
over three years, with full acceleration of vesting on a change in control (as defined in our 2014 Equity Compensation Plan).
Pursuant to the terms of the employment agreement, Dr. Cohen is eligible to receive, from time to time, equity awards under our
existing equity incentive plan, or any other equity incentive plan we may adopt in the future, and the terms and conditions of
such awards, if any, will be determined by our Board or Compensation Committee, in their discretion. Dr. Cohen is subject to non-compete
and non-solicitation provisions, which apply during the term of his employment and for a period of twelve months following termination
of his employment. In addition, the employment agreement contains customary confidentiality and assignment of inventions provisions.
If we terminate Dr. Cohen’s employment without cause or he terminates his employment for good reason during the term of
his employment agreement, we are required to pay him as severance twelve months of his base salary plus reimbursement of the cost
of COBRA coverage (or the cost of other comparable coverage if COBRA reimbursement would incur tax penalties or violate the law)
for twelve months, and he may be paid a pro-rated bonus, each subject to his timely execution of a general release and continuing
compliance with covenants. Dr. Cohen’s severance payments and other applicable payments and benefits will be subject to
reduction to the extent doing so would put him in a better after-tax position after taking into account any excise tax he may
incur under Internal Revenue Code Section 4999 in connection with any change in control of us or his subsequent termination of
employment.
On
April 11, 2016, we entered into an amendment to the employment agreement with Dr. Cohen to provide an increase in Dr. Cohen’s
2016 annual base salary and his bonus targets for fiscal year 2016 and to extend the term of his employment agreement for an additional
two year period. Pursuant to the terms of the amendment, Dr. Cohen will receive an annual base salary of $370,000 for fiscal year
2016 and is eligible to receive an annual bonus for fiscal year 2016 targeted up to 50% of his base salary which may be adjusted
by our Board based on his individual performance and our performance as a whole. Dr. Cohen’s annual base salary and his
targeted annual bonus may be adjusted annually by the Board. The changes to Dr. Cohen’s compensation pursuant to the amendment
were effective as of January 1, 2016 and the term of the employment agreement expires on April 11, 2018.
On
April 11, 2014, we entered into an employment agreement with Sean Moran, which we amended and restated on June 26, 2014. Mr. Moran’s
employment agreement provides for him to serve as Chief Financial Officer and provides for an annual base salary of $200,000 and
a signing bonus of $20,000. In addition, Mr. Moran is eligible to receive an annual bonus, which is targeted at up to 33% of his
base salary but which may be adjusted by our Board based on his individual performance and our performance as a whole. Mr. Moran’s
employment agreement is on an at will basis for an indefinite term. On April 11, 2014, Mr. Moran, received a grant of options
covering 107,220 shares of common stock at an exercise price of $1.00 per share. These options vest 25% on the one year anniversary
of the grant date and the remainder in equal monthly installments over three years, with full acceleration of vesting on a change
in control (as defined in our 2014 Equity Compensation Plan). Pursuant to the terms of the employment agreement, Mr. Moran is
eligible to receive, from time to time, equity awards under our existing equity incentive plan, or any other equity incentive
plan we may adopt in the future, and the terms and conditions of such awards, if any, will be determined by our Board or Compensation
Committee, in their discretion. Mr. Moran is subject to non-compete and non-solicitation provisions, which apply during the term
of his employment and for a period of twelve months following termination of his employment. In addition, the employment agreement
contains customary confidentiality and assignment of inventions provisions. Mr. Moran’s applicable payments and benefits
payable under the terms of his amended and restated employment agreement, as of June 26, 2014, will be subject to reduction to
the extent doing so would put him in a better after-tax position after taking into account any excise tax he may incur under Internal
Revenue Code Section 4999 in connection with any change in control of us or his subsequent termination of employment.
On
April 11, 2016, we entered into an amendment to the employment agreement with Mr. Moran to provide an increase in Mr. Moran’s
2016 annual base salary and his bonus targets for fiscal year 2016 and to provide for a two year term of employment under the
terms and conditions set forth in his employment agreement. Pursuant to the terms of the amendment, Mr. Moran will receive an
annual base salary of $305,000 for fiscal year 2016 and is eligible to receive an annual bonus for fiscal year 2016 targeted up
to 40% of his base salary which may be adjusted by our Board based on his individual performance and our performance as a whole.
Mr. Moran’s annual base salary and his targeted annual bonus may be adjusted annually by the Board. The changes to Mr. Moran’s
compensation pursuant to the amendment were effective as of January 1, 2016. In addition, pursuant to the terms of the amendment,
if we terminate Mr. Moran’s employment without cause or he terminates his employment for good reason during the term of
his employment agreement, we are required to pay him as severance twelve months of his base salary plus reimbursement of the cost
of COBRA coverage (or the cost of other comparable coverage if COBRA reimbursement would incur tax penalties or violate the law)
for twelve months, and he may be paid a pro-rated bonus, each subject to his timely execution of a general release and continuing
compliance with covenants. Mr. Moran’s severance payments and other applicable payments and benefits payable pursuant to
the terms of his amended and restated employment agreement, as subsequently amended on April 11. 2016, will be subject to reduction
to the extent doing so would put him in a better after-tax position after taking into account any excise tax he may incur under
Internal Revenue Code Section 4999 in connection with any change in control of us or his subsequent termination of employment.
Pursuant to the terms of the amendment, the term of Mr. Moran’s employment agreement expires on April 11, 2018.
On
April 11, 2014, we entered into an employment agreement with Dr. Mark Tepper, which is effective for a period of two years. Dr.
Tepper’s employment agreement provides for him to serve as President and Chief Scientific Officer and provides for an annual
base salary of $240,000. In addition, Dr. Tepper is eligible to receive an annual bonus, which is targeted at up to 33% of his
base salary but which may be adjusted by our Board based on his individual performance and our performance as a whole. On April
11, 2014, Dr. Tepper received a grant of options covering 271,600 shares of common stock at an exercise price of $1.00 per share.
These options vest 25% on the one year anniversary of the grant date and the remainder in equal monthly installments over three
years, with full acceleration of vesting on a change in control (as defined in our 2014 Equity Compensation Plan). Pursuant to
the terms of the employment agreement, Dr. Tepper is eligible to receive, from time to time, equity awards under our existing
equity incentive plan, or any other equity incentive plan we may adopt in the future, and the terms and conditions of such awards,
if any, will be determined by our Board or Compensation Committee, in their discretion. Dr. Tepper is subject to non-compete and
non-solicitation provisions, which apply during the term of his employment and for a period of twelve months following termination
of his employment. In addition, the employment agreement contains customary confidentiality and assignment of inventions provisions.
If we terminate Dr. Tepper’s employment without cause or he terminates his employment for good reason during the term of
his employment agreement, we are required to pay him as severance twelve months of his base salary plus reimbursement of the cost
of COBRA (or the cost of other comparable coverage if COBRA reimbursement would incur tax penalties or violate the law) for twelve
months, and he may be paid a pro-rated bonus, each subject to his timely execution of a general release and continuing compliance
with covenants. Dr. Tepper’s severance payments and other applicable payments and benefits will be subject to reduction
to the extent doing so would put him in a better after-tax position after taking into account any excise tax he may incur under
Internal Revenue Code Section 4999 in connection with any change in control of us or his subsequent termination of employment.
On
April 11, 2016, we entered into an amendment to the employment agreement with Mr. Tepper to provide an increase in Mr. Tepper’s
2016 annual base salary and his bonus targets for fiscal year 2016 and to extend the term of his employment agreement for an additional
two year period. Pursuant to the terms of the amendment, Mr. Tepper will receive an annual base salary of $320,000 for fiscal
year 2016 and is eligible to receive an annual bonus for fiscal year 2016 targeted up to 45% of his base salary which may be adjusted
by our Board based on his individual performance and our performance as a whole. Mr. Tepper’s annual base salary and his
targeted annual bonus may be adjusted annually by the Board. The changes to Mr. Tepper’s compensation pursuant to the amendment
were effective as of January 1, 2016 and the term of the employment agreement expires on April 11, 2018.
We
have entered into a letter agreement with Barbara White, M.D. Dr. White’s letter agreement provides for her to serve as
Chief Medical Officer and provides for an annual base salary of $300,000. In addition, Dr. White is eligible to receive an annual
bonus, which is targeted at up to 33% of her base salary but which may be adjusted by our Board based on her individual performance
and our performance as a whole. Dr. White’s letter agreement is on an at will basis for an indefinite term. On September
23, 2014, Dr. White received a grant of options covering 250,000 shares of common stock at an exercise price of $1.00 per share.
These options vest 25% on the one year anniversary of the grant date and the remainder in equal monthly installments over three
years, with full acceleration of vesting on a change in control (as defined in our 2014 Equity Compensation Plan). Dr. White is
subject to non-compete and non-solicitation provisions, which apply during the term of her employment. In addition, the letter
agreement contains customary confidentiality and assignment of inventions provisions.
On
April 11, 2016, we entered into an employment agreement with Dr. White which is effective for a period of two years from the date
thereof. Dr. White’s employment agreement provides for her to serve as Chief Medical Officer and provides for an annual
base salary of $345,000 for fiscal year 2016. In addition, Dr. White is eligible to receive an annual bonus for fiscal year 2016,
which is targeted at up to 40% of her base salary which may be adjusted by our Board based on her individual performance and our
performance as a whole. Dr. White’s annual base salary and annual bonus figures were effective as of January 1, 2016. Dr.
White’s annual base salary and her targeted annual bonus may be adjusted annually by the Board. Pursuant to the terms of
the employment agreement, Dr. White is eligible to receive, from time to time, equity awards under our existing equity incentive
plan, or any other equity incentive plan we may adopt in the future, and the terms and conditions of such awards, if any, will
be determined by our Board or Compensation Committee, in their discretion. Dr. White is subject to non-compete and non-solicitation
provisions, which apply during the term of her employment and for a period of twelve months following termination of her employment.
In addition, the employment agreement contains customary confidentiality and assignment of inventions provisions. If we terminate
Dr. White’s employment without cause or she terminates her employment for good reason during the term of the employment
agreement, we are required to pay her as severance twelve months of her base salary plus reimbursement of the cost of COBRA coverage
(or the cost of other comparable coverage if COBRA reimbursement would incur tax penalties or violate the law) for twelve months,
and she may be paid a pro-rated bonus, each subject to her timely execution of a general release and continuing compliance with
covenants. Dr. White’s severance payments and other applicable payments and benefits will be subject to reduction to the
extent doing so would put her in a better after-tax position after taking into account any excise tax she may incur under Internal
Revenue Code Section 4999 in connection with any change in control of us or her subsequent termination of employment. The term
of Dr. White’s employment agreement expires on April 11, 2018.
Outstanding
Equity Awards at Fiscal Year-End
The
following table summarizes, for each of the named executive officers, the number of shares of common stock underlying outstanding
stock options held as of December 31, 2016.
|
|
Number
of securities underlying
unexercised
options (#)
|
|
|
|
|
Equity
Incentive
Plan
|
|
|
|
|
Name
|
|
Exercisable
|
|
|
|
|
Unexercisable
|
|
|
|
|
Awards:
Number
of
Securities
Underlying
Unexercised
Unearned
Options
(#)
|
|
Option
Exercise
Price
($)
|
|
Option
Expiration
Date
|
Yuval Cohen
|
|
|
15,089
|
|
|
(1)
|
|
|
|
|
|
|
|
|
|
|
|
$
|
0.17
|
|
|
7/1/2023
|
|
|
|
157,050
|
|
|
(2)
|
|
|
58,334
|
|
|
(2)
|
|
|
|
|
|
$
|
0.17
|
|
|
1/28/2024
|
|
|
|
188,485
|
|
|
(3)
|
|
|
104,243
|
|
|
(3)
|
|
|
|
|
|
$
|
1.00
|
|
|
4/11/2024
|
|
|
|
434,583
|
|
|
(4)
|
|
|
195,417
|
|
|
(4)
|
|
|
70,000
|
(4)
|
|
$
|
1.00
|
|
|
10/22/2024
|
|
|
|
-
|
|
|
(7)
|
|
|
530,000
|
|
|
(7)
|
|
|
|
|
|
|
1.40
|
|
|
1/7/2026
|
|
|
|
-
|
|
|
(8)
|
|
|
150,000
|
|
|
(8)
|
|
|
|
|
|
|
8.71
|
|
|
10/6/2026
|
Mark Tepper
|
|
|
150,889
|
|
|
(5)
|
|
|
|
|
|
|
|
|
|
|
|
$
|
0.11
|
|
|
7/1/2020
|
|
|
|
181,067
|
|
|
(3)
|
|
|
90,533
|
|
|
(3)
|
|
|
|
|
|
$
|
1.00
|
|
|
4/11/2024
|
|
|
|
186,250
|
|
|
(4)
|
|
|
83,750
|
|
|
(4)
|
|
|
30,000
|
(4)
|
|
$
|
1.00
|
|
|
10/22/2024
|
|
|
|
-
|
|
|
(7)
|
|
|
240,000
|
|
|
(7)
|
|
|
|
|
|
|
1.40
|
|
|
1/7/2026
|
|
|
|
-
|
|
|
(8)
|
|
|
150,000
|
|
|
(8)
|
|
|
|
|
|
|
8.71
|
|
|
10/6/2026
|
Barbara White
|
|
|
140,625
|
|
|
(6)
|
|
|
109,375
|
|
|
(6)
|
|
|
|
|
|
$
|
1.00
|
|
|
9/23/2024
|
|
|
|
-
|
|
|
(7)
|
|
|
240,000
|
|
|
(7)
|
|
|
|
|
|
$
|
1.40
|
|
|
1/7/2026
|
|
|
|
-
|
|
|
(8)
|
|
|
150,000
|
|
|
(8)
|
|
|
|
|
|
|
8.71
|
|
|
10/6/2026
|
(1)
|
Represents
options to purchase shares of our common stock granted on July 1, 2013. The shares underlying the option vested in 12 equal
monthly installments commencing on July 1, 2013.
|
(2)
|
Represents
options to purchase shares of our common stock granted on January 28, 2014. 25% of the option vested on January 28, 2015,
with the remaining 75% of the option vesting in equal monthly installments over a period of 36 months commencing on January
28, 2015.
|
(3)
|
Represents
options to purchase shares of our common stock granted on April 11, 2014. 25% of the option vested on April 11, 2015, with
the remaining 75% of the option vesting in equal monthly installments over a period of 36 months commencing on April 11, 2015.
|
(4)
|
Represents
options to purchase shares of our common stock granted on October 22, 2014. 12.5% of the option vested on October 22, 2015
and 37.5% of the option vests in equal monthly installments over a period of 36 months commencing on October 22, 2015. The
remaining 50% of the option vests in tranches between 5% and 10% upon the achievement of eight individual business milestones.
|
(5)
|
Represents
options to purchase shares of our common stock granted on July 1, 2010. 25% of the option vested on grant date and 12.5% of
the remaining portion of the option vested in equal quarterly installments over a period of six quarters.
|
(6)
|
Represents
options to purchase shares of our common stock granted on September 23, 2014. 25% of these options vests on September 19,
2015 with the remaining 75% of the option vesting in equal monthly installments over a period of 36 months commencing on September
19, 2015.
|
(7)
|
Represents
options to purchase shares of our common stock granted on January 7, 2016. 25% of these options vests on January 7, 2017 with
the remaining 75% of the option vesting in equal monthly installments over a period of 36 months commencing on January 7,
2017.
|
(8)
|
Represents
options to purchase shares of our common stock granted on October 6, 2016. 25% of these options vests on October 6, 2017 with
the remaining 75% of the option vesting in equal monthly installments over a period of 36 months commencing on October 6,
2017.
|
Director
Compensation
Director
Compensation Table - 2016
The
following table sets forth information concerning the compensation paid to certain of our non-employee directors during 2016.
Name
|
|
Fees
Earned or Paid in Cash ($)
|
|
Option
Awards
($)(1)
|
|
Total
($)
|
Alan Holmer (2)
|
|
|
50,000
|
|
|
|
115,629
|
|
|
|
165,629
|
|
Avery Catlin (3)
|
|
|
45,000
|
|
|
|
115,629
|
|
|
|
160,629
|
|
David Hochman (4)
|
|
|
35,000
|
|
|
|
442,419
|
|
|
|
477,419
|
|
Renu Gupta (5)
|
|
|
40,000
|
|
|
|
115,629
|
|
|
|
155,629
|
|
(1)
|
Amounts
reflect the aggregate grant date fair value of each stock option granted in 2016, in accordance with the Accounting Standards
Codification Topic 718. These amounts do not correspond to the actual value that may be received by the directors if the stock
options are exercised.
|
(2)
|
The
aggregate number of shares of common stock underlying stock options outstanding as of December 31, 2016 held by Mr. Holmer
was 138,861.
|
(3)
|
The
aggregate number of shares of common stock underlying stock options outstanding as of December 31, 2016 held by Mr. Catlin
was 120,000.
|
(4)
|
The
aggregate number of shares of common stock underlying stock options outstanding as of December 31, 2016 held by Mr. Hochman
was 170,000.
|
(5)
|
The
aggregate number of shares of common stock underlying stock options outstanding as of December 31, 2016 held by Dr. Gupta
was 120,000.
|
Non-Employee
Director Compensation Policy
Our
Board has approved a director compensation policy for our non-employee directors. Other than reimbursement for reasonable expenses
incurred in connection with attending Board and committee meetings, this policy provides for the following cash compensation effective
January 2016:
|
●
|
each
non-employee director is entitled to receive an annual fee from us of $35,000;
|
|
|
|
|
●
|
the
chair of our Board will receive an annual fee from us of $10,000;
|
|
|
|
|
●
|
the
chair of our audit committee will receive an annual fee from us of $10,000;
|
|
|
|
|
●
|
the
chair of our compensation committee will receive an annual fee from us of $5,000; and
|
|
|
|
|
●
|
the
chair of our nominating and corporate governance committee will receive an annual fee from us of $5,000.
|
Each
non-employee director that joins our Board receives an initial option grant to purchase 50,000 shares of our common stock under
our existing equity incentive plan, or any other equity incentive plan we may adopt in the future, which shall vest in 24 equal
monthly installments, the first vesting date to occur on the one-month anniversary of the grant date. Each non-employee director
also receives an annual option grant in an amount to be determined annually by our Compensation Committee in consultation with
an independent compensation consultant, to purchase shares of our common stock under our existing equity incentive plan, or any
other equity incentive plan we may adopt in the future, which shall vest in 24 equal monthly installments, the first vesting date
to occur on the one-month anniversary of the grant date. Upon a change in control, as defined in our equity incentive plan, 100%
of the shares underlying these options shall become vested and exercisable immediately prior to such change in control.
Scientific
Advisory Board Compensation
We
do not currently have a policy regarding compensation for our scientific advisory board members; however each member of the scientific
advisory board is eligible to receive a payment of $15,000 per year and an initial grant of 30,000 options to purchase shares
of our common stock at the fair market value on the date of grant.
2014
Equity Compensation Plan
General
On
March 26, 2014, our Board adopted the 2014 Equity Compensation Plan, or the 2014 Plan, subject to stockholder approval, which
was received on April 1, 2014, pursuant to the terms described herein.
The
general purpose of the 2014 Plan is to provide a means whereby eligible employees, officers, non-employee directors and other
individual service providers develop a sense of proprietorship and personal involvement in our development and financial success,
and to encourage them to devote their best efforts to our business, thereby advancing our interests and the interests of our stockholders.
By means of the 2014 Plan, we seek to retain the services of such eligible persons and to provide incentives for such persons
to exert maximum efforts for our success and the success of our subsidiaries.
Equity
Compensation Plan Information
The
following table provides certain information with respect to all of the Corbus equity compensation plans in effect as of December
31, 2016:
Plan Category
|
|
Number of securities to be issued upon exercise of outstanding options, warrants and rights
|
|
|
Weighted-average exercise price of outstanding options, warrants and rights
|
|
|
Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))
|
|
|
|
(a)
|
|
|
(b)
|
|
|
(c)
|
|
Equity compensation plans approved by security holders
|
|
|
7,898,679
|
|
|
$
|
2.29
|
|
|
|
2,840,133
|
|
Equity compensation plans not approved by security holders
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
TOTAL:
|
|
|
7,898,679
|
|
|
$
|
2.29
|
|
|
|
2,840,133
|
|
REPORT
OF THE AUDIT COMMITTEE*
The
undersigned members of the Audit Committee of the Board of Directors of Corbus Pharmaceuticals Holdings, Inc. (the “
Company
”)
submit this report in connection with the committee’s review of the financial reports for the fiscal year ended December
31, 2016 as follows:
|
1.
|
The
Audit Committee has reviewed and discussed with management the audited financial statements for the Company for the fiscal
year ended December 31, 2016.
|
|
|
|
|
2.
|
The
Audit Committee has discussed with representatives of EisnerAmper LLP, the independent public accounting firm, the matters
which are required to be discussed with them under the provisions of Auditing Standard No. 16, as amended (
Communications
with Audit Committees
).
|
|
|
|
|
3.
|
The
Audit Committee has discussed with EisnerAmper LLP, the independent public accounting firm, the auditors’ independence
from management and the Company has received the written disclosures and the letter from the independent auditors required
by applicable requirements of the Public Company Accounting Oversight Board.
|
In
addition, the Audit Committee considered whether the provision of non-audit services by EisnerAmper LLP is compatible with maintaining
its independence. In reliance on the reviews and discussions referred to above, the Audit Committee recommended to the Board of
Directors (and the Board of Directors has approved) that the audited financial statements be included in our Annual Report on
Form 10-K for the fiscal year ended December 31, 2016 for filing with the Securities and Exchange Commission.
Audit
Committee of Corbus Pharmaceuticals Holdings, Inc.
Avery
W. Catlin, Chairman
Renu
Gupta
Alan
Holmer
*
|
The
foregoing report of the Audit Committee is not to be deemed “soliciting material” or deemed to be “filed”
with the Securities and Exchange Commission (irrespective of any general incorporation language in any document filed with
the Securities and Exchange Commission) or subject to Regulation 14A of the Securities Exchange Act of 1934, as amended, or
to the liabilities of Section 18 of the Securities Exchange Act of 1934, except to the extent we specifically incorporate
it by reference into a document filed with the Securities and Exchange Commission.
|
Security
Ownership of Certain Beneficial Owners and Management
The
following table sets forth certain information as of March 31, 2017 with respect to the beneficial ownership of common stock of
the Company by the following: (i) each of the Company’s current directors; (ii) each of the named executive officers; (iii)
the current executive officers; (iv) all of the current executive officers and directors as a group; and (v) each person known
by the Company to own beneficially more than five percent (5%) of the outstanding shares of the Company’s common stock.
For
purposes of the following table, beneficial ownership is determined in accordance with the applicable SEC rules and the information
is not necessarily indicative of beneficial ownership for any other purpose. Except as otherwise noted in the footnotes to the
table, we believe that each person or entity named in the table has sole voting and investment power with respect to all shares
of the Company’s common stock shown as beneficially owned by that person or entity (or shares such power with his or her
spouse). Under the SEC’s rules, shares of the Company’s common stock issuable under options that are exercisable on
or within 60 days after March 31, 2017 (“
Presently Exercisable Options
”) are deemed outstanding and therefore
included in the number of shares reported as beneficially owned by a person or entity named in the table and are used to compute
the percentage of the common stock beneficially owned by that person or entity. These shares are not, however, deemed outstanding
for computing the percentage of the common stock beneficially owned by any other person or entity.
The
percentage of the common stock beneficially owned by each person or entity named in the following table is based on 50,143,742
shares of common stock issued and outstanding as of March 31, 2017 plus any shares issuable upon exercise of Presently Exercisable
Options held by such person or entity.
Except
as otherwise noted below, the address for persons listed in the table is c/o Corbus Pharmaceuticals Holdings, Inc., 100 River
Ridge Drive, Norwood, Massachusetts 02062. Beneficial ownership representing less than 1% is denoted with an asterisk (*).
Name of Beneficial Owner
|
|
Number of Shares Beneficially Owned
|
|
|
Percentage of Shares Beneficially Owned
|
|
Officers and Directors
|
|
|
|
|
|
|
|
|
Mark Tepper (1)
|
|
|
2,757,522
|
|
|
|
5.4
|
%
|
Yuval Cohen (2)
|
|
|
1,146,688
|
|
|
|
2.2
|
%
|
Sean Moran (3)
|
|
|
706,017
|
|
|
|
1.4
|
%
|
Barbara White(4)
|
|
|
412,967
|
|
|
|
*
|
|
Alan Holmer (5)
|
|
|
158,361
|
|
|
|
*
|
|
David Hochman (6)
|
|
|
836,500
|
|
|
|
1.7
|
%
|
Renu Gupta (7)
|
|
|
132,500
|
|
|
|
*
|
|
Avery W. Catlin (8)
|
|
|
159,500
|
|
|
|
*
|
|
All current directors and executive officers as a group
|
|
|
6,310,055
|
|
|
|
11.9
|
%
|
5% Stockholders
|
|
|
|
|
|
|
|
|
Knoll Capital Management, LP (9)
|
|
|
3,563,925
|
|
|
|
7.1
|
%
|
Cormorant Asset Management, LLC (10)
|
|
|
2,500,000
|
|
|
|
5.0
|
%
|
(1)
|
Includes
657,122 shares of common stock issuable upon exercise of outstanding stock options exercisable within 60 days of March 31,
2017. Does not include 425,367 shares of common stock issuable upon exercise of outstanding options that are not exercisable
within 60 days of March 31, 2017.
|
|
|
(2)
|
Includes
1,093,858 shares of common stock issuable upon exercise of outstanding stock options exercisable within 60 days of March 31,
2017. Does not include 739,343 shares of common stock issuable upon exercise of outstanding options that are not exercisable
within 60 days of March 31, 2017.
|
|
|
(3)
|
Includes
372,407 shares of common stock issuable upon exercise of outstanding stock options exercisable within 60 days of March 31,
2017. Does not include 345,159 shares of common stock issuable upon exercise of outstanding stock options that are not exercisable
within 60 days of March 31, 2017.
|
|
|
(4)
|
Includes
246,667 shares of common stock issuable upon exercise of outstanding stock options exercisable within 60 days of March 31,
2017. Does not include 393,333 shares of common stock issuable upon exercise of outstanding stock options that are not exercisable
within 60 days of March 31, 2017.
|
|
|
(5)
|
Includes
136,361 shares of common stock issuable upon exercise of outstanding stock options exercisable within 60 days of March 31,
2017. Does not include 2,500 shares of common stock issuable upon exercise of outstanding options that are not exercisable
within 60 days of March 31, 2017.
|
|
|
(6)
|
Includes
167,500 shares of common stock issuable upon exercise of outstanding stock options exercisable within 60 days of March 31,
2017. Does not include 2,500 shares of common stock issuable upon exercise of outstanding options that are not exercisable
within 60 days of March 31, 2017. Includes 200,000 shares of common stock held by a family trust of which Mr. Hochman is a
co-trustee and co-beneficiary. Includes 12,900 shares of common stock held by trusts for the benefit of his children of which
Mr. Hochman disclaims beneficial ownership.
|
(7)
|
Includes
117,500 shares of common stock issuable upon the exercise of outstanding stock options exercisable within 60 days of March
31, 2017. Does not include 2,500 shares of common stock issuable upon exercise of outstanding options that are not exercisable
within 60 days of March 31, 2017.
|
|
|
(8)
|
Includes
117,500 shares of common stock issuable upon the exercise of outstanding stock options exercisable within 60 days of March
31, 2017. Does not include 2,500 shares of common stock issuable upon exercise of outstanding options that are not exercisable
within 60 days of March 31, 2017.
|
|
|
(9)
|
All
information regarding Knoll Capital Management, LP is based on information disclosed in a statement on Schedule 13G filed
with the SEC on March 6, 2017. Knoll Capital Management, LP, Fred Knoll and Gakasa Holdings, LLC have shared voting and dispositive
power for 3,563,925 shares of our common stock. The address for the reporting person is 5 East 44th Street, Suite 12, New
York, NY 10017.
|
|
|
(10)
|
All
information regarding Cormorant Asset Management, LLC is based on information disclosed in a statement on Schedule 13G filed
with the SEC on February 14, 2017. Cormorant Asset Management, LLC and Bihua Chen have shared voting and dispositive power
for 2,500,000 shares of our common stock. The address for the reporting person is 200 Clarendon Street, 52
nd
Floor,
Boston MA, 02116.
|
Section
16(a) Beneficial Ownership Reporting Compliance
Section
16(a) of the Securities Exchange Act of 1934, as amended, requires our directors and executive, officers, and persons who are
beneficial owners of more than 10% of a registered class of our equity securities, to file reports of ownership and changes in
ownership with the Securities and Exchange Commission. These persons are required by SEC regulations to furnish us with copies
of all Section 16(a) forms they file.
To
our knowledge, based solely on a review of the copies of such reports furnished to us, and written representations that no other
reports were required during the fiscal year ended December 31, 2016, all reports required to be filed under Section 16(a) were
filed on a timely basis; except one report covering one transaction was filed late by Barbara White.
Transactions
with Related Persons
Other
than compensation arrangements for our named executive officers and directors, we describe below each transaction or series of
similar transactions, since January 1, 2016, to which we were a party or will be a party, in which:
|
●
|
the
amounts involved exceeded or will exceed $120,000 or one percent of the average of our total assets at year end for the last
two completed fiscal years; and
|
|
|
|
|
●
|
any
of our directors, executive officers or holders of more than 5% of our capital stock, or any member of the immediate family
of the foregoing persons, had or will have a direct or indirect material interest.
|
Compensation
arrangements for our named executive officers and directors are described in the section entitled “Executive Compensation.”
Consulting
Agreement with Orchestra Medical Ventures
On
September 21, 2016, we entered into a consulting agreement with Orchestra Medical Ventures, LLC, or Orchestra, of which David
Hochman, our Director, is Managing Partner. The consulting agreement provided that Orchestra would render a variety of consulting
and advisory services relating principally to identifying and evaluating strategic relationships, licensing opportunities, and
business strategies. Pursuant to the terms of the agreement, we paid to Orchestra cash compensation in an aggregate amount of
$100,000, of which $50,000 was paid during fiscal 2016 and the remaining $50,000 was paid in the first quarter of 2017. In addition,
as approved by our Compensation Committee, effective as of September 16, 2016, we granted an equity incentive award to Mr. Hochman
consisting of options to purchase 50,000 shares (the “
Option Shares
”) of our common stock (the “
Option
Award
”) pursuant to the 2014 Plan, of which fifty percent (50%) vested on the three (3) month anniversary of the date
of grant of the Option Award and the remainder of the Option Shares vested on the six (6) month anniversary of the date of grant
of the Option Award. The consulting agreement expired on March 20, 2017.
Indemnification
Agreements
In
September 2014, we entered into indemnification agreements with our directors and executive officers whereby we have agreed to
indemnify those directors and officers to the fullest extent permitted by law, including indemnification against expenses and
liabilities incurred in legal proceedings to which the director or officer was, or is threatened to be made, a party by reason
of the fact that such director or officer is or was a director, officer, employee or agent of our Company, provided that such
director or officer acted in good faith and in a manner that the director or officer reasonably believed to be in, or not opposed
to, the best interests of our Company.
Policies
and Procedures for Related Party Transactions
Our
Board has adopted a policy that our executive officers, directors, nominees for election as a director, beneficial owners of more
than 5% of any class of our common stock, any members of the immediate family of any of the foregoing persons and any firms, corporations
or other entities in which any of the foregoing persons is employed or is a partner or principal or in a similar position or in
which such person has a 5% or greater beneficial ownership interest, which we refer to collectively as related parties, are not
permitted to enter into a transaction with us without the prior consent of our Board acting through the audit committee or, in
certain circumstances, the chairman of the audit committee. Any request for us to enter into a transaction with a related party,
in which the amount involved exceeds $100,000 and such related party would have a direct or indirect interest must first be presented
to our audit committee, or in certain circumstances the chairman of our audit committee, for review, consideration and approval.
In approving or rejecting any such proposal, our audit committee, or the chairman of our audit committee, is to consider the material
facts of the transaction, including, but not limited to, whether the transaction is on terms no less favorable than terms generally
available to an unaffiliated third party under the same or similar circumstances, the extent of the benefits to us, the availability
of other sources of comparable products or services and the extent of the related party’s interest in the transaction.
PROPOSAL
2: ADOPTION OF AN AMENDMENT TO OUR CERTIFICATE OF INCORPORATION, AS AMENDED, TO ELIMINATE THE ABILITY OF STOCKHOLDERS TO ACT BY
WRITTEN CONSENT
Our
Board believes that it is in the best interests of the Company and our stockholders to amend our current certificate of incorporation,
as amended, to eliminate the ability of stockholders to act by written consent. Upon consultation with our management, and our
outside legal and financial advisors, our Board unanimously approved, and unanimously recommends for stockholder approval, the
proposal to adopt a Certificate of Amendment to our certificate of incorporation, as amended, (the “
Certificate of Amendment
– Written Consent
”) to eliminate the ability of stockholders to act by written consent, the text of which is attached
to this Proxy Statement as
Appendix A
. Additionally, on approval of this Proposal 2, conforming changes will be made to
our bylaws.
If
our stockholders approve this Proposal 2 in addition to approving the adoption of an amendment to our certificate of incorporation,
as amended, to eliminate the ability of stockholders to call special meetings (Proposal 3), then, subject to the approval of the
adoption of an amended and restated certificate of incorporation incorporating the amendments pursuant to Proposals 2 and 3 (Proposal
4), we will file with the Secretary of State of the State of Delaware (the “
Delaware Secretary of State
”) one
document that will incorporate such amendments into a single charter document (such document, the “
Amended and Restated
Certificate of Incorporation
”), in lieu of filing each of the Certificate of Amendment – Written Consent and the
Certificate of Amendment – Special Meetings (as defined below). The text of the proposed Amended and Restated Certificate
of Incorporation is attached to this Proxy Statement as
Appendix C
. If (i) our stockholders do not approve Proposal 3,
but do approve this Proposal 2 or (ii) our stockholders approve Proposals 2 and 3, but not Proposal 4, then the Certificate of
Amendment – Written Consent will be filed as an amendment to our current certificate of incorporation with the Delaware
Secretary of State.
Section
1 of Article VI of our existing certificate of incorporation, as amended, provides that any action required by law to be taken
at any annual or special meeting of our stockholders, or any action which may be taken at any annual or special meeting of such
stockholders, may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting
forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes
that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present
and voted. Such section also specifies delivery, timing and notice requirements for such consent. Moreover, our bylaws currently
provide for stockholder action by written consent.
The
description of the Certificate of Amendment – Written Consent should be read in conjunction with and is qualified in its
entirety by reference to the text of the proposed Certificate of Amendment – Written Consent attached to this Proxy Statement
as
Appendix A
.
Reasons
for Adopting this Amendment
Our
Board is committed to ensuring effective corporate governance policies and practices, which ensure that we are governed with high
standards of ethics, integrity and accountability and in the best interest of our stockholders. Our Board, in its continuing review
of corporate governance matters, has determined that eliminating our stockholders’ ability to act by written consent will
best serve the purposes of the Company and the interests of our stockholders.
In
accordance with our commitment to further stockholder enfranchisement, we are seeking to eliminate the ability of stockholders
to act by written consent. Accordingly, all stockholders would be entitled to receive notice of any action requiring a vote of
stockholders and be afforded the opportunity to have their views taken into account and vote on that action at a duly convened
meeting. Our Board believes that the amendment is desirable because it preserves the opportunity for a greater number of stockholders
to be heard before any stockholder action is taken. In addition, the amendment would make it difficult for a person who acquires
a majority of the outstanding common stock of the Company to approve a merger or sale of the Company or take other action normally
requiring a vote of stockholders without providing notice to all stockholders. Finally, our Board believes that the elimination
of stockholder action by written consent would promote open negotiations concerning any proposed acquisition of the Company.
In
light of the foregoing, our Board believes that amending the provisions of our certificate of incorporation to eliminate stockholder
action by written consent is a prudent corporate governance measure to prevent a small number of stockholders from prematurely
causing stockholder consideration of a proposal over the opposition of our Board by unilaterally soliciting the consent of stockholders
for such a proposal before all of our stockholders have the full benefit of the knowledge, advice and participation of our management
and Board.
Elimination
of stockholder power to act by written consent may deter certain acquisitions of our stock and may delay, deter or impede stockholder
action not approved by our Board. Such actions may include stockholder attempts to obtain control of our Board, unsolicited tender
offers or other efforts to acquire control of the Company.
Our
certificate of incorporation, as amended, and bylaws currently include certain other provisions that may have an anti-takeover
effect, including our Board’s right to issue preferred stock without obtaining additional approval of our stockholders.
In addition, Proposal 3 (to eliminate the ability of stockholders to call special meetings) may be deemed to have an anti-takeover
effect. Other than Proposal 3, our Board does not currently contemplate recommending the adoption of any other amendments to our
certificate of incorporation, as amended, that could be construed to reduce or interfere with the ability of third parties to
take over or change the control of our Company. Our Board is not aware of any attempt, or contemplated attempt, to acquire control
of the Company.
In
deciding to recommend the elimination of our stockholders’ power to act by written consent, our Board considered the arguments
against elimination of this power, in particular that elimination of the stockholders’ ability to act by written consent
may hinder stockholders’ ability to affect company matters and may have the anti-takeover effect discussed above. After
giving careful consideration, our Board determined that the benefits of discouraging hostile bidders and dissident stockholders
seeking to further their own special interests from conducting potentially expensive and disruptive consent solicitations outweigh
these disadvantages.
Approval
Required
The
approval of the amendment to eliminate the ability of stockholders to act by written consent requires the affirmative vote of
a majority of the shares of the common stock outstanding and entitled to vote for such proposal.
THE
BOARD OF DIRECTORS RECOMMENDS THAT THE STOCKHOLDERS VOTE “FOR” THE PROPOSAL TO ADOPT AN AMENDMENT TO OUR CERTIFICATE
OF INCORPORATION, AS AMENDED, TO ELIMINATE THE ABILITY OF STOCKHOLDERS TO ACT BY WRITTEN CONSENT.
PROPOSAL
3: ADOPTION OF AN AMENDMENT TO OUR CERTIFICATE OF INCORPORATION, AS AMENDED, TO ELIMINATE THE ABILITY OF STOCKHOLDERS TO CALL
SPECIAL MEETINGS
Our
Board believes that it is in the best interests of the Company and our stockholders to amend our current certificate of incorporation,
as amended, to eliminate the ability of stockholders to call special meetings. Upon consultation with our management, our outside
legal and financial advisors, our Board unanimously approved, and unanimously recommends for stockholder approval, the proposal
to adopt a Certificate of Amendment to our certificate of incorporation, as amended, (the “
Certificate of Amendment –
Special Meetings
”) to eliminate the ability of stockholders to call special meetings, the text of which is attached
to this Proxy Statement as
Appendix B
. Additionally, on approval of this Proposal 3, conforming changes will be made to
our bylaws.
If
our stockholders approve this Proposal 3 in addition to approving the adoption of an amendment to our certificate of incorporation,
as amended, to eliminate the ability of stockholders to act by written consent (Proposal 2), then, subject to the approval of
the adoption of an amended and restated certificate of incorporation incorporating the amendments pursuant to Proposals 2 and
3 (Proposal 4), we will file with the Delaware Secretary of State the Amended and Restated Certificate of Incorporation, it being
one document that will incorporate such amendments into a single charter document, in lieu of filing each of the Certificate of
Amendment – Written Consent and the Certificate of Amendment – Special Meetings. The text of the proposed Amended
and Restated Certificate of Incorporation is attached to this Proxy Statement as
Appendix C
. If (i) our stockholders do
not approve Proposal 2, but do approve this Proposal 3 or (ii) our stockholders approve Proposals 2 and 3, but not Proposal 4,
then the Certificate of Amendment – Special Meetings will be filed as an amendment to our current certificate of incorporation
with the Delaware Secretary of State.
Section
2 of Article VI of our existing certificate of incorporation, as amended, provides that a special meeting of stockholders shall
be called by our secretary upon the written request, stating the purpose of the meeting, of stockholders who together own of record
at least twenty percent (20%) in voting power of the outstanding shares of stock entitled to vote at such meeting. Moreover, our
bylaws currently provide for stockholder ability to call special meetings.
The
description of the Certificate of Amendment – Special Meetings should be read in conjunction with and is qualified in its
entirety by reference to the text of the proposed Certificate of Amendment – Special Meetings attached to this Proxy Statement
as
Appendix B
.
Reasons
for Adopting this Amendment
Our
Board is committed to ensuring effective corporate governance policies and practices, which ensure that we are governed with high
standards of ethics, integrity and accountability and in the best interest of our stockholders. Our Board, in its continuing review
of corporate governance matters, has determined that eliminating our stockholders’ power to call special meetings of the
stockholders will best serve the purposes of the Company and the interests of our stockholders.
In
accordance with our commitment to further stockholder enfranchisement, we are seeking to eliminate the ability of stockholders
to call a special meeting. Special meetings are extraordinary events for public companies, can be disruptive, costly and inconsistent
with the best interests of all stockholders. Special meetings can cause us to incur substantial expenses in connection with preparing
and providing stockholders with proxy materials and can cause significant disruptions to the Company’s normal business operations
by requiring significant attention from our management team, diverting their focus from overseeing and operating our business
in the best interest of all stockholders. For every special meeting called, we must provide each stockholder with a notice of
meeting and proxy materials at significant legal, printing and mailing expenses, as well as incur the other costs normally associated
with holding a stockholder meeting. Given that special meetings of stockholders would result in such expenses and disruptions
to our business operations, and therefore may not be in the best interests of our stockholders as a whole, our Board believes
it is in our stockholders’ best interests if special meetings are only called in the discretion of the Board to consider
extraordinary events, when fiduciary, strategic or similar considerations dictate that the matter be addressed on an expedited
basis.
Elimination
of our stockholders’ power to call a special meeting provides anti-takeover protection for us. A common tactic of bidders
attempting a takeover is to initiate a proxy contest by calling a special meeting. By eliminating our stockholders’ right
to call a special meeting, expensive proxy contests cannot occur other than in connection with our normally scheduled annual meeting.
Our board of directors can still call a special meeting of our stockholders when issues arise that require a stockholder meeting.
Elimination
of our stockholders’ power to call a special meeting may deter certain acquisitions of our stock and may delay, deter or
impede stockholder action not approved by our Board. Such actions may include stockholder attempts to obtain control of our Board,
unsolicited tender offers or other efforts to acquire control of the Company.
Our
certificate of incorporation, as amended, and bylaws currently include certain other provisions that may have an anti-takeover
effect, including our Board’s right to issue preferred stock without obtaining additional approval of our stockholders.
In addition, Proposal 2 (to eliminate the ability of stockholders to act by written consent) may be deemed to have an anti-takeover
effect. Other than Proposal 2, our Board does not currently contemplate recommending the adoption of any other amendments to our
certificate of incorporation, as amended, that could be construed to reduce or interfere with the ability of third parties to
take over or change the control of our Company. The Board is not aware of any attempt, or contemplated attempt, to acquire control
of the Company.
In
deciding to recommend the elimination of our stockholders’ power to call a special meeting, our Board considered the arguments
against elimination of this power, in particular that elimination of our stockholders’ power to call a special meeting may
hinder stockholders’ ability to affect company matters and may have the anti-takeover effect discussed above. After giving
careful consideration, our Board determined that the benefits of eliminating stockholders’ power to call special meetings
outweighed any detriment of such provisions.
Approval
Required
The
approval of the amendment to eliminate the ability of stockholders to call special meetings requires the affirmative vote of a
majority of the shares of the common stock outstanding and entitled to vote for such proposal.
THE
BOARD OF DIRECTORS RECOMMENDS THAT THE STOCKHOLDERS VOTE “FOR” THE PROPOSAL TO ADOPT AN AMENDMENT TO OUR CERTIFICATE
OF INCORPORATION, AS AMENDED, TO ELIMINATE THE ABILITY OF STOCKHOLDERS TO CALL SPECIAL MEETINGS.
PROPOSAL
4: ADOPTION OF AN AMENDED AND RESTATED CERTIFICATE OF INCORPORATION, WHICH SHALL INCORPORATE THE AMENDMENTS TO OUR CERTIFICATE
OF INCORPORATION, AS AMENDED, PURSUANT TO PROPOSALS 2 AND 3, IF BOTH SUCH AMENDMENTS ARE APPROVED
Our
Board believes that it is in the best interests of the Company and our stockholders to amend our current certificate of incorporation,
as amended, to (i) eliminate the ability of stockholders to act by written consent and (ii) eliminate the ability of stockholders
to call special meetings, as described in Proposal 2 and Proposal 3. Upon consultation with our management, and our outside legal
and financial advisors, our Board unanimously approved, and unanimously recommends for stockholder approval, subject to the approval
of both Proposals 2 and 3, the proposal to adopt the Amended and Restated Certificate of Incorporation, which if approved, will
allow us to incorporate such amendments into a single charter document. The text of the proposed Amended and Restated Certificate
of Incorporation is attached to this Proxy Statement as
Appendix C
.
If
our stockholders approve this Proposal 4, in addition to Proposals 2 and 3, then we will file the Amended and Restated Certificate
of Incorporation with the Delaware Secretary of State, in lieu of filing each of the Certificate of Amendment – Written
Consent and the Certificate of Amendment – Special Meetings. If (i) our stockholders approve Proposal 2, but do not approve
Proposal 3, (ii) our stockholders approve Proposal 3, but do not approve Proposal 2 or (iii) our stockholders approve Proposals
2 and/or 3, or both, but not this Proposal 4, then the Certificate of Amendment – Written Consent or the Certificate of
Amendment – Special Meetings or both, as applicable, will be filed as an amendment or amendments to the Company’s
current certificate of incorporation with the Delaware Secretary of State.
The
description of the amendments and the summary of the Amended and Restated Certificate of Incorporation should be read in conjunction
with and is qualified in its entirety by reference to the text of the proposed Amended and Restated Certificate of Incorporation
attached to this Proxy Statement as
Appendix C
.
The
Amended and Restated Certificate of Incorporation will not incorporate any other material changes.
Reasons
for Adopting the Amended and Restated Certificate of Incorporation
The
principal reason for adopting the Amended and Rested Certificate of Incorporation is to incorporate the amendments as described
in Proposal 2 and Proposal 3 into one document and to make other incidental non-material changes. The Amended and Restated Certificate
of Incorporation will not incorporate any substantive changes that are not independently approved by our stockholders. Instead,
the Amended and Restated Certificate of Incorporation will incorporate our current certificate of incorporation, as amended, and
any amendments approved at the Annual Meeting into one document.
For
further information regarding the descriptions of, the reasons for and general effect of the amendments, please see the discussions
above under “Proposal 2” and “Proposal 3,” as applicable.
Approval
Required
The
approval of the Amended and Restated Certificate of Incorporation, which shall incorporate the amendments to our certificate of
incorporation, as amended, pursuant to Proposals 2 and 3, if both such amendments are approved, requires the affirmative vote
of a majority of the shares of the common stock outstanding and entitled to vote for such proposal.
THE
BOARD OF DIRECTORS RECOMMENDS THAT THE STOCKHOLDERS VOTE “FOR” THE PROPOSAL TO ADOPT AN AMENDED AND RESTATED CERTIFICATE
OF INCORPORATION, WHICH SHALL INCORPORATE THE AMENDMENTS TO OUR CERTIFICATE OF INCORPORATION, AS AMENDED, PURSUANT TO PROPOSALS
2 AND 3, IF BOTH SUCH AMENDMENTS ARE APPROVED.
PROPOSAL
5: RATIFY THE APPOINTMENT OF EISNERAMPER LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER
31, 2017
The
Audit Committee has reappointed EisnerAmper LLP as our independent registered public accounting firm to audit the financial statements
of the Company for the fiscal year ending December 31, 2017, and has further directed that management submit their selection of
independent registered public accounting firm for ratification by our stockholders at the Annual Meeting. Neither the accounting
firm nor any of its members has any direct or indirect financial interest in or any connection with us in any capacity other than
as public registered accounting firm.
Principal
Accountant Fees and Services
The
following table summarizes the fees for professional services rendered by EisnerAmper LLP, our independent registered public accounting
firm, for each of the last two fiscal years:
Fee Category
|
|
2016
|
|
|
2015
|
|
|
|
(In thousands)
|
|
Audit Fees
|
|
$
|
160
|
|
|
$
|
116
|
|
Audit-Related Fees
|
|
|
-
|
|
|
|
-
|
|
Tax Fees
|
|
|
-
|
|
|
|
-
|
|
All Other Fees
|
|
|
-
|
|
|
|
-
|
|
Total Fees
|
|
$
|
160
|
|
|
$
|
116
|
|
Audit
Fees
Represents
fees, including out of pocket expenses, for professional services provided in connection with the audit of our annual audited
financial statements and of our internal control over financial reporting, the review of our quarterly financial statements included
in our Forms 10-Q, accounting consultations or advice on accounting matters necessary for the rendering of an opinion on our financial
statements, services provided in connection with the offerings of our common stock and audit services provided in connection with
other statutory or regulatory filings.
Audit-Related
Fees
Audit-related
fees are for assurance and other activities not explicitly related to the audit of our financial statements.
The
Audit Committee is responsible for appointing, setting compensation and overseeing the work of the independent auditors. The Audit
Committee has established a policy regarding pre-approval of all auditing services and the terms thereof and non-audit services
(other than non-audit services prohibited under Section 10A(g) of the Exchange Act or the applicable rules of the SEC or the Public
Company Accounting Oversight Board) to be provided to us by the independent auditor. However, the pre-approval requirement may
be waived with respect to the provision of non-audit services for us if the “de minimus” provisions of Section 10A(i)(1)(B)
of the Exchange Act are satisfied.
The
Audit Committee has considered whether the provision of Audit-Related Fees, Tax Fees, and all other fees as described above is
compatible with maintaining EisnerAmper LLP’s independence and has determined that such services for fiscal year 2016 were
compatible. All such services were approved by the Audit Committee pursuant to Rule 2-01 of Regulation S-X under the Exchange
Act to the extent that rule was applicable.
The
Audit Committee is responsible for reviewing and discussing the audit financial statements with management, discussing with the
independent registered public accountants the matters required in Auditing Standards No. 16, receiving written disclosures from
the independent registered public accountants required by the applicable requirements of the Public Company Accounting Oversight
Board regarding the independent registered public accountants’ communications with the Audit Committee concerning independence
and discussing with the independent registered public accountants their independence, and recommending to the Board of Directors
that the audit financial statements be included in our annual report on Form 10-K.
Attendance at Annual Meeting
Representatives of EisnerAmper LLP will be
present at the Annual Meeting and will have an opportunity to make a statement if they so desire, and will be available to respond
to appropriate questions from stockholders.
THE BOARD OF DIRECTORS RECOMMENDS THAT
THE STOCKHOLDERS VOTE FOR THE RATIFICATION OF THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.
STOCKHOLDER
PROPOSALS
Stockholder
Proposals for 2018 Annual Meeting
Any
stockholder proposals submitted for inclusion in our proxy statement and form of proxy for our 2018 Annual Meeting of Stockholders
in reliance on Rule 14a-8 under the Securities Exchange Act of 1934, as amended must be received by us no later than December
14, 2017 in order to be considered for inclusion in our proxy statement and form of proxy. Such proposal must also comply with
the requirements as to form and substance established by the SEC if such proposals are to be included in the proxy statement and
form of proxy. Any such proposal shall be mailed to: Corbus Pharmaceuticals Holdings, Inc., 100 River Ridge Drive, Suite 103,
Norwood, Massachusetts 02062, Attn.: Secretary.
Our
by-laws state that a stockholder must provide timely written notice of any nominations of persons for election to our Board or
any other proposal to be brought before the meeting together with supporting documentation as well as be present at such meeting,
either in person or by a representative. For our 2018 Annual Meeting of Stockholders, a stockholder’s notice shall be timely
received by us at our principal executive office no later than February 24, 2018 and no earlier than January 25, 2018;
provided
,
however
, that in the event the Annual Meeting is scheduled to be held on a date more than thirty (30) days before the anniversary
date of the immediately preceding Annual Meeting of Stockholders (the “
Anniversary Date
”) or more than sixty
(60) days after the Anniversary Date, a stockholder’s notice shall be timely if received by the Company at our principal
executive office not later than the close of business on the later of (i) the ninetieth (90th) day prior to the scheduled date
of such Annual Meeting; and (ii) the tenth (10th) day following the day on which such public announcement of the date of such
Annual Meeting is first made by the Company. Proxies solicited by our Board will confer discretionary voting authority with respect
to these nominations or proposals, subject to the SEC’s rules and regulations governing the exercise of this authority.
Any such nomination or proposal shall be mailed to: Corbus Pharmaceuticals Holdings, Inc., 100 River Ridge Drive, Suite 103, Norwood,
Massachusetts 02062, Attn.: Corporate Secretary.
ANNUAL
REPORT
Copies
of our Annual Report on Form 10-K (including audited financial statements), as amended, filed with the SEC may be obtained without
charge by writing to Corbus Pharmaceuticals Holdings, Inc., 100 River Ridge Drive, Suite 103, Norwood, Massachusetts 02062, Attn.:
Corporate Secretary. A request for a copy of our Annual Report on Form 10-K must set forth a good-faith representation that the
requesting party was either a holder of record or a beneficial owner of our common stock on April 3, 2017. Exhibits to the Form
10-K will be mailed upon similar request and payment of specified fees to cover the costs of copying and mailing such materials.
Our
audited financial statements for the fiscal year ended December 31, 2016 and certain other related financial and business information
are contained in our Annual Report on Form 10-K, which is being made available to our stockholders along with this proxy statement,
but which is not deemed a part of the proxy soliciting material.
HOUSEHOLDING
OF ANNUAL MEETING MATERIALS
Some
banks, brokers and other nominee record holders may be participating in the practice of “householding” proxy statements.
This means that only one copy of this Proxy Statement may have been sent to multiple stockholders in the same household. We will
promptly deliver a separate copy of this Proxy Statement to any stockholder upon written or oral request to: Corbus Pharmaceuticals
Holdings, Inc., 100 River Ridge Drive, Suite 103, Norwood, Massachusetts 02062, Attn.: Secretary, or by phone at (617) 963-0100.
Any stockholder who wants to receive a separate copy of this Proxy Statement, or of our proxy statements or annual reports in
the future, or any stockholder who is receiving multiple copies and would like to receive only one copy per household, should
contact the stockholder’s bank, broker, or other nominee record holder, or the stockholder may contact us at the address
and phone number above.
OTHER
MATTERS
As
of the date of this proxy statement, the Board does not intend to present at the Annual Meeting of Stockholders any matters other
than those described herein and does not presently know of any matters that will be presented by other parties. If any other matter
requiring a vote of the stockholders should come before the meeting, it is the intention of the persons named in the proxy to
vote with respect to any such matter in accordance with the recommendation of the Board or, in the absence of such a recommendation,
in accordance with the best judgment of the proxy holder.
|
By
Order of the Board of Directors
|
|
|
|
/s/
Yuval Cohen
|
|
Yuval
Cohen
|
|
Chief
Executive Officer
|
April
, 2017
Norwood,
Massachusetts
APPENDIX
A
CERTIFICATE
OF AMENDMENT TO
CERTIFICATE
OF INCORPORATION
OF
CORBUS
PHARMACEUTICALS HOLDINGS, INC.
(Under
Section 242 of the Delaware General Corporation Law)
The
undersigned, being the Chief Executive Officer of Corbus Pharmaceuticals Holdings, Inc., a corporation organized and existing
under the laws of the State of Delaware (the “
Corporation
”), does hereby amend and certify as follows:
1. The
name of the Corporation is Corbus Pharmaceuticals Holdings, Inc.
2. The
Certificate of Incorporation of the Corporation, as amended (the “
Certificate of Incorporation
”) is hereby
amended by deleting Section 1 of Article VI and substituting the following in its place:
“1.
Written
Consent of Stockholders in Lieu of Meeting
. Subject to the rights, if any, of the holders of any series of Preferred Stock,
no action that is required or permitted to be taken by the stockholders of the Corporation at any annual or special meeting of
stockholders may be effected by written consent of stockholders in lieu of a meeting of stockholders.”
3. This
amendment to the Certificate of Incorporation herein certified was duly adopted by the board of directors and the stockholders
of the Corporation in accordance with Sections 141(f), 228 and 242 of the General Corporation Law of the State of Delaware.
4. The
amendment to the Certificate of Incorporation herein certified shall become effective upon the filing of this Certificate of Amendment
with the Office of the Secretary of State of the State of Delaware.
[
Signature
Page Follows
]
IN
WITNESS WHEREOF
, the undersigned, being a duly elected officer of the Corporation, has executed this Amendment and affirms
the statements herein contained on May 25, 2017.
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By:
|
|
|
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Yuval
Cohen, Ph.D., Chief Executive Officer
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APPENDIX
B
CERTIFICATE
OF AMENDMENT TO
CERTIFICATE
OF INCORPORATION
OF
CORBUS
PHARMACEUTICALS HOLDINGS, INC.
(Under
Section 242 of the Delaware General Corporation Law)
The
undersigned, being the Chief Executive Officer of Corbus Pharmaceuticals Holdings, Inc., a corporation organized and existing
under the laws of the State of Delaware (the “
Corporation
”), does hereby amend and certify as follows:
1. The
name of the Corporation is Corbus Pharmaceuticals Holdings, Inc.
2. The
Certificate of Incorporation of the Corporation, as amended (the “
Certificate of Incorporation
”) is hereby
amended by deleting Section 2 of Article VI and substituting the following in its place:
“2.
Special
Meetings
. Except as otherwise required by statute and subject to the rights, if any, of the holders of any series of Preferred
Stock, special meetings of the stockholders of the Corporation may be called only by the Board of Directors acting pursuant to
a resolution approved by the affirmative vote of a majority of the Board of Directors to be held at such date, time and place
either within or without the State of Delaware as may be stated in the notice of the meeting.”
3. This
amendment to the Certificate of Incorporation herein certified was duly adopted by the board of directors and the stockholders
of the Corporation in accordance with Sections 141(f), 228 and 242 of the General Corporation Law of the State of Delaware.
4. The
amendment to the Certificate of Incorporation herein certified shall become effective upon the filing of this Certificate of Amendment
with the Office of the Secretary of State of the State of Delaware.
[
Signature
Page Follows
]
IN
WITNESS WHEREOF
, the undersigned, being a duly elected officer of the Corporation, has executed this Amendment and affirms
the statements herein contained on May 25, 2017.
|
By:
|
|
|
|
Yuval
Cohen, Ph.D., Chief Executive Officer
|
APPENDIX
C
AMENDED
AND RESTATED CERTIFICATE OF INCORPORATION
OF
CORBUS
PHARMACEUTICALS HOLDINGS, INC.
Corbus
Pharmaceuticals Holdings, Inc., a corporation organized and existing under and by virtue of the provisions of the General Corporation
Law of the State of Delaware (the “DGCL”),
DOES
HEREBY CERTIFY
:
FIRST
:
That the name of this corporation is Corbus Pharmaceuticals Holdings, Inc. and that this corporation was originally incorporated
pursuant to the DGCL on December 18, 2013, under the name SAV Acquisition Corporation.
SECOND
:
That the Board of Directors duly adopted resolutions proposing to amend and restate the Certificate of Incorporation of this corporation,
as amended, declaring said amendment and restatement to be advisable and in the best interests of this corporation and its stockholders,
and authorizing the appropriate officers of this corporation to solicit the consent of the stockholders therefore, which resolution
setting fort the proposed amendment and restatement is as follows:
RESOLVED
,
that the Certificate of Incorporation of this corporation, as amended, be amended and restated in its entirety as follows:
ARTICLE
I
The
name of the Corporation is Corbus Pharmaceuticals Holdings, Inc.
ARTICLE
II
The
address of the Corporation’s registered office in the State of Delaware is 850 New Burton Road, Suite 201, Dover, DE 19904,
Kent County; and the name of the registered agent of the Corporation in the State of Delaware at such address is National Corporate
Research, Ltd. The Corporation shall have the authority to designate other registered offices and registered agents both in the
State of Delaware and in other jurisdictions.
ARTICLE
III
The
purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the DGCL.
ARTICLE
IV
A.
CAPITAL STOCK
The
total number of shares of capital stock which the Corporation shall have authority to issue is One Hundred Sixty Million (160,000,000),
of which (i) One Hundred Fifty Million (150,000,000) shares shall be a class designated as common stock, par value $0.0001 per
share (the “Common Stock”), and (ii) Ten Million Shares (10,000,000) shares shall be a class designated as preferred
stock, par value $0.0001 per share (the “Preferred Stock”).
The
number of authorized shares of Common Stock or Preferred Stock may from time to time be increased or decreased (but not below
the number of shares then outstanding) by the affirmative vote of the holders of a majority in voting power of the outstanding
shares of stock of the Corporation entitled to vote thereon irrespective of the provisions of Section 242(b)(2) of the DGCL (or
any successor provision thereto), and no vote of the holders of any of the Common Stock or the Preferred Stock voting separately
as a class shall be required therefor, unless a vote of any such holder is required pursuant to this Certificate (including pursuant
to any certificate of designation of any series of Preferred Stock).
The
powers, preferences and rights of, and the qualifications, limitations and restrictions upon, each class or series of stock shall
be determined in accordance with, or as set forth below in, this Article IV.
B.
COMMON STOCK
1.
Voting
.
Each holder of record of Common Stock, as such, shall have one vote for each share of Common Stock which is outstanding in his,
her or its name on the books of the Corporation on all matters on which stockholders are entitled to vote generally. Except as
otherwise required by law, holders of Common Stock shall not be entitled to vote on any amendment to this Certificate (including
any certificate of designation relating to any series of Preferred Stock) that relates solely to the terms of one or more outstanding
series of Preferred Stock if the holders of such affected series are entitled, either separately or together with the holders
of one or more other such series, to vote thereon pursuant to this Certificate (including any certificate of designation relating
to any series of Preferred Stock) or pursuant to the DGCL.
2.
Dividends
.
Subject to applicable law and the rights, if any, of the holders of any outstanding series of Preferred Stock or any class or
series of stock having a preference over or the right to participate with the Common Stock with respect to the payment of dividends,
dividends may be declared and paid or set apart for payment upon the Common Stock out of any assets or funds of the Corporation
legally available for the payment of dividends, but only when and as declared by the Board of Directors or any authorized committee
thereof.
3.
Liquidation
.
Upon the dissolution, liquidation or winding up of the Corporation, after payment or provision for payment of the debts and other
liabilities of the Corporation and subject to the rights, if any, of the holders of any outstanding series of Preferred Stock
or any class or series of stock having a preference over or the right to participate with the Common Stock with respect to the
distribution of assets of the Corporation upon such dissolution, liquidation or winding up of the Corporation, the holders of
Common Stock shall be entitled to receive the remaining assets of the Corporation available for distribution to its stockholders
ratably in proportion to the number of shares held by them.
C.
PREFERRED STOCK
The
Board of Directors is hereby expressly authorized, by resolution or resolutions, to provide, out of the authorized, unissued shares
of Preferred Stock, for one or more series of Preferred Stock and, with respect to each such series, to fix the number of shares
constituting such series and the designation of such series, and the powers (including voting powers, if any), preferences and
relative, participating, optional and other special rights, if any, and
any
qualifications, limitations or restrictions
thereof, of the shares of such series of Preferred Stock. The powers, preferences and relative, participating, optional and other
special rights of, and the qualifications, limitations or restrictions thereof, of each series of Preferred Stock, if any, may
differ from those of any and all other series at any time outstanding. Except as otherwise required by law, holders of any series
of Preferred Stock shall be entitled to only such voting rights, if any, as shall expressly be granted thereto by this Certificate
(including any certificate of designation relating to such series of Preferred Stock).
ARTICLE
V
STOCKHOLDER
ACTION
1.
Written
Consent of Stockholders in Lieu of Meeting
. Subject to the rights, if any, of the holders of any series of Preferred Stock,
no action that is required or permitted to be taken by the stockholders of the Corporation at any annual or special meeting of
stockholders may be effected by written consent of stockholders in lieu of a meeting of stockholders.
2.
Special
Meetings
. Except as otherwise required by statute and subject to the rights, if any, of the holders of any series of Preferred
Stock, special meetings of the stockholders of the Corporation may be called only by the Board of Directors acting pursuant to
a resolution approved by the affirmative vote of a majority of the Board of Directors to be held at such date, time and place
either within or without the State of Delaware as may be stated in the notice of the meeting.
ARTICLE
VI
DIRECTORS
1.
General
.
The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors except as otherwise
provided herein or required by law.
2.
Election
of Directors
. Election of Directors need not be by written ballot unless the Bylaws of the Corporation (the “Bylaws”)
shall so provide.
3.
Number
of Directors; Term of Office
. Except as otherwise provided for or fixed pursuant to the provisions of Article IV of this Certificate
(including any certificate of designation of any series of Preferred Stock) and this Article VI relating to the rights of the
holders of any series of Preferred Stock to elect additional directors, the number of Directors of the Corporation shall be fixed
solely and exclusively by resolution duly adopted from time to time by the Board of Directors. The Directors, other than those
who may be elected by the holders of any series of Preferred Stock, shall be elected at each annual meeting of stockholders for
a term of one year. Each Director shall serve until his successor is duly elected and qualified or until his death, resignation
or removal. No decrease in the number of directors constituting the Board of Directors shall shorten the term of any incumbent
Director.
During
any period when the holders of any series of Preferred Stock have the right to elect additional Directors, then upon commencement
and for the duration of the period during which such right continues: (i) the then otherwise total authorized number of Directors
shall automatically be increased by such specified number of Directors, and the holders of such Preferred Stock shall be entitled
to elect the additional Directors so provided for or fixed pursuant to said provisions, and (ii) each such additional Director
shall serve until such Director’s successor shall have been duly elected and qualified, or until such Director’s right
to hold such office terminates pursuant to said provisions, whichever occurs earlier, subject to his or her earlier death, resignation,
retirement, disqualification or removal. Except as otherwise provided by the Board of Directors in the resolution or resolutions
establishing such series, whenever the holders of any series of Preferred Stock having such right to elect additional Directors
are divested of such right pursuant to the provisions of such stock, the terms of office of all such additional Directors elected
by the holders of such stock, or elected to fill any vacancies resulting from the death, resignation, disqualification or removal
of such additional Directors, shall forthwith terminate and the total authorized number of directors of the Corporation shall
be reduced accordingly.
4.
Vacancies
.
Subject to the rights, if any, of the holders of any series of Preferred Stock to elect Directors and to fill vacancies in the
Board of Directors relating thereto, any and all vacancies in the Board of Directors, however occurring, including, without limitation,
by reason of an increase in size of the Board of Directors, or the death, resignation, disqualification or removal of a Director,
shall be filled solely and exclusively by the affirmative vote of a majority of the remaining Directors then in office, even if
less than a quorum of the Board of Directors, and not by the stockholders. Any Director elected in accordance with the preceding
sentence shall hold office for the remainder of the full term of the Director for which the vacancy was created or occurred and
until such Director’s successor shall have been duly elected and qualified or until his or her earlier resignation, death
or removal.
5.
Removal.
Subject to the rights, if any, of any series of Preferred Stock to elect Directors and to remove any Director whom the holders
of any such stock have the right to elect, any Director (including persons elected by Directors to fill vacancies in the Board
of Directors) may be removed from office (i) with cause or without cause and (ii) only by the affirmative vote of the holders
of at least a majority in voting power of the shares then entitled to vote at an election of Directors.
ARTICLE
VII
LIMITATION
OF LIABILITY
A
Director of the Corporation shall not be personally liable to the Corporation or its stockholders for monetary damages for breach
of fiduciary duty as a Director, except for liability (i) for any breach of the Director’s duty of loyalty to the Corporation
or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation
of law, (iii) under Section 174 of the DGCL or (iv) for any transaction from which the Director derived an improper personal benefit.
If the DGCL is amended after the effective date of this Certificate to authorize corporate action further eliminating or limiting
the personal liability of Directors, then the liability of a Director of the Corporation shall be eliminated or limited to the
fullest extent permitted by the DGCL, as so amended.
Any
repeal or modification of this Article VII, shall not adversely affect any right or protection existing at the time of such repeal
or modification with respect to any acts or omissions occurring before such repeal or modification of a person serving as a Director
at the time of such repeal or modification.
ARTICLE
VIII
AMENDMENT
OF BYLAWS
1.
Amendment
by Directors
. Except as otherwise provided by law, the Bylaws of the Corporation may be amended or repealed by the Board of
Directors by the affirmative vote of a majority of the Board.
2.
Amendment
by Stockholders
. The Bylaws of the Corporation may be amended or repealed by the stockholders at any annual meeting of stockholders,
or special meeting of stockholders called for such purpose as provided in the Bylaws, by the affirmative vote of the holders of
at least a majority in voting power of the outstanding shares entitled to vote on such amendment or repeal, voting together as
a single class.
ARTICLE
IX
AMENDMENT
OF CERTIFICATE OF INCORPORATION
The
Corporation reserves the right to amend or repeal this Certificate in the manner now or hereafter prescribed by statute and this
Certificate, and all rights conferred upon stockholders herein are granted subject to this reservation. In addition to any other
vote required by law or this Certificate, the affirmative vote of the holders of at least a majority in voting power of the outstanding
shares entitled to vote on such amendment or repeal, shall be required to amend or repeal any provision of Article V, Article
VI, Article VII, Article VIII or Article IX of this Certificate.
ARTICLE
X
EXCLUSIVE
JURISDICTION
Unless
the Corporation consents in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware shall,
to the fullest extent permitted by law, be the sole and exclusive forum for (i) any derivative action or proceeding brought on
behalf of the Corporation; (ii) any action asserting a claim of breach of a fiduciary duty owed by any director, officer or other
employee of the Corporation to the Corporation or the Corporation’s stockholders, creditors or other constituents; (iii)
any action asserting a claim against the Corporation or any Director or officer of the Corporation arising pursuant to, or a claim
against the Corporation or any Director or officer of the Corporation with respect to the interpretation or application of any
provision of, the DGCL, this Certificate or the Bylaws of the Corporation; or (iv) any action asserting a claim governed by the
internal affairs doctrine in each such case subject to said court having personal jurisdiction over the indispensable parties
named as defendants therein;
provided
,
that
, if and only if the Court of Chancery of the State of Delaware dismisses
any such action for lack of subject matter jurisdiction, such action may be brought in another state court sitting in the State
of Delaware. To the fullest extent permitted by law, any person or entity purchasing or otherwise acquiring any interest in shares
of capital stock of the Corporation shall be deemed to have notice of and consented to the provisions of this Article X.
THIRD
:
The foregoing amendment and restatement was approved by the holders of the requisite number of shares of said corporation in accordance
with Section 228 of the DGCL.
FOURTH
:
That said Amended and Restated Certificate of Incorporation, which restates and integrates and further amends the provisions of
this corporation’s Certificate of Incorporation, as amended, has been duly adopted in accordance with Sections 242 and 245
of the DGCL.
IN
WITNESS WHEREOF
, this Amended and Restated Certificate of Incorporation has been executed by a duly authorized officer of
this corporation on this 25
th
day of May, 2017.
|
|
|
|
Name:
|
Yuval
Cohen, Ph.D.
|
|
Title:
|
Chief
Executive Officer
|
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