Securities Registration: Employee Benefit Plan (s-8)
May 05 2022 - 4:08PM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission
on May 5, 2021
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Corvus Pharmaceuticals, Inc.
(Exact name of Registrant as specified in its charter)
Delaware
(State or other jurisdiction of
incorporation or organization)
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46-4670809
(I.R.S. Employer
Identification Number)
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863 Mitten Road, Suite 102
Burlingame, CA 94010
(650) 900-4520
(Address, including zip code, and telephone number,
including area code, of Registrant’s principal executive offices)
2016 Equity Incentive Award Plan
(Full Title of the Plan)
Richard A. Miller, M.D.
President and Chief Executive Officer
Corvus Pharmaceuticals, Inc.
863 Mitten Road, Suite 102
Burlingame, CA 94010
(650) 900-4520
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
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Copies to: |
Phillip S. Stoup, Esq.
Latham & Watkins LLP
140 Scott Drive
Menlo Park, CA 94025
Telephone: (650) 328-4600
Facsimile: (650) 463-2600 |
Indicate by check mark whether the registrant is
a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large
accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company”
in Rule 12b-2 of the Exchange Act.
Large accelerated filer |
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¨ |
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Accelerated filer |
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Non-accelerated filer |
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x |
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Smaller reporting company |
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x |
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Emerging growth company |
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¨ |
If an emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant
to Section 7(a)(2)(B) of the Securities Act. ¨
Proposed sale to take place as soon after the
effective date of the
registration statement as awards under the plans
are exercised and/or vest.
EXPLANATORY NOTE
This Registration Statement on Form S-8 is being
filed for the purpose of registering an additional 1,862,000 shares of the Registrant’s common stock issuable under the 2016 Equity
Incentive Plan, for which Registration Statements of the Registrant on Form S-8 (File Nos. 333-210456, 333-216590, 333-223622, 333-231331,
333-237933 and 333-255614) are effective, as a result of the operation of an automatic annual increase provision therein.
INCORPORATION BY REFERENCE OF CONTENTS OF REGISTRATION
STATEMENT ON FORM S-8
Pursuant to Instruction E of Form S-8, the contents
of the Registration Statements on Form S-8 filed with the Securities and Exchange Commission on March 29, 2016, March 10, 2017, March 13, 2018, May 9, 2019, April 30, 2020 and April 29, 2021 (File Nos. 333-210456, 333-216590, 333-223622, 333-231331, 333-237933 and 333-255614)
are incorporated by reference herein.
Exhibit Index
#Indicates management contract or compensatory plan.
SIGNATURES
Pursuant to the requirements of the Securities
Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for
filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized,
in Burlingame, California, on this 5th day of May, 2022.
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Corvus Pharmaceuticals, Inc. |
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By: |
/s/ Richard
A. Miller |
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Richard A. Miller, M.D. |
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President and Chief Executive Officer |
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each
person whose signature appears below does hereby constitute and appoint Richard A. Miller, M.D. and Leiv Lea, and each of them, with full
power of substitution and full power to act without the other, his or her true and lawful attorney-in-fact and agent to act for him or
her in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments)
to this registration statement, and to file this registration statement, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power
and authority to do and perform each and every act and thing requisite and necessary to be done in order to effectuate the same as fully,
to all intents and purposes, as they or he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact
and agents, or any of them, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities
Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the date indicated.
Signature
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Title
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Date
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/s/ Richard A. Miller
Richard A. Miller M.D. |
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President, Chief Executive Officer and Director
(Principal Executive Officer) |
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May 5, 2022 |
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/s/ Leiv Lea
Leiv Lea |
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Chief Financial Officer
(Principal Financial and Accounting Officer) |
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May 5, 2022 |
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/s/ Ian T. Clark
Ian T. Clark |
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Director |
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May 5, 2022 |
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/s/ Elisha P. (Terry) Gould
Elisha P. (Terry) Gould |
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Director |
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May 5, 2022 |
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/s/ Linda S. Grais, M.D., J.D.
Linda S. Grais, M.D., J.D. |
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Director |
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May 5, 2022 |
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/s/ Scott W. Morrison
Scott W. Morrison |
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Director |
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May 5, 2022 |
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/s/ Peter Thompson, M.D.
Peter Thompson, M.D. |
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Director |
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May 5, 2022 |
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/s/ Edith P. Mitchell, M.D.
Edith P. Mitchell, M.D. |
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Director |
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May 5, 2022 |
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