Item 9A. Controls and Procedures
Item 9A. Controls and Procedures
Evaluation of Disclosure Controls and Procedures.
The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) refers to controls and procedures that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. Our management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives and our management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Due to the inherent limitations of control systems, not all misstatements may be detected. These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of a simple error or mistake. Our disclosure controls and procedures are designed to provide reasonable assurance of achieving their control objectives.
Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures as of December 31, 2025, the end of the period
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covered by this Annual Report on Form 10-K. Based upon such evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures were effective at the reasonable assurance level as of such date.
Management’s Annual Report on Internal Control Over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) and 15d-15(f) of the Exchange Act). Internal control over financial reporting is a process designed by, or under the supervision of, our Chief Executive Officer and Chief Financial Officer, and effected by our Board of Directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that:
● Pertain to the maintenance of records that accurately and fairly reflect in reasonable detail the transactions and dispositions of the assets of our company;
● Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and
● Provide reasonable assurances regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on our financial statements.
Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting as of December 31, 2025 based on the criteria established in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission, or COSO 2013. Based on our evaluation under the criteria set forth in Internal Control - Integrated Framework issued by the COSO, our management concluded our internal control over financial reporting was effective as of December 31, 2025.
Internal control over financial reporting has inherent limitations. Internal control over financial reporting is a process that involves human diligence and compliance and is subject to lapses in judgment and breakdowns resulting from human failures. Internal control over financial reporting also can be circumvented by collusion or improper management override. Because of such limitations, there is a risk that material misstatements will not be prevented or detected on a timely basis by internal control over financial reporting. However, these inherent limitations are known features of the financial reporting process. Therefore, it is possible to design into the process safeguards to reduce, though not eliminate, this risk.
Changes in Internal Control Over Financial Reporting
There were no changes in our internal control over financial reporting that occurred during the quarter ended December 31, 2025 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
Item 9B. Other Information
During the quarter ended December 31, 2025, no director or officer (as defined in Rule 16a-1(f) under the Exchange Act) of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.
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Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
Not applicable.
PART III
Item 10. Directors, Executive Officers and Corporate Governance
The information required by this Item will be set forth in the Company’s proxy statement to be filed with the SEC within 120 days after the Company’s fiscal year end and is incorporated herein by reference.
We have adopted a code of business conduct and ethics that applies to all employees, including our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions. The code of business conduct and ethics is available on our website at http://corvuspharma.com. Amendments to, and waivers from, the code of business conduct and ethics that apply to any director, executive officer or persons performing similar functions will be disclosed at the website address provided above and, to the extent required by applicable regulations, on a Current Report on Form 8-K filed with the SEC.
We have adopted an insider trading policy governing the purchase, sale and other dispositions of our securities by our directors, officers and employees that we believe is reasonably designed to promote compliance with insider trading laws, rules and regulations, and any applicable listing standards. A copy of our insider trading policy is incorporated by reference as Exhibit 19 to this Annual Report on Form 10-K.
Item 11. Executive Compensation
The information required by this Item will be set forth in the Company’s proxy statement to be filed with the SEC within 120 days after the Company’s fiscal year end and is incorporated herein by reference.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
The information required by this Item will be set forth in the Company’s proxy statement to be filed with the SEC within 120 days after the Company’s fiscal year end and is incorporated herein by reference.
Item 13. Certain Relationships and Related Transactions and Director Independence
The information required by this Item will be set forth in the Company’s proxy statement to be filed with the SEC within 120 days after the Company’s fiscal year end and is incorporated herein by reference.
Item 14. Principal Accountant Fees and Services
The information required by this Item will be set forth in the Company’s proxy statement to be filed with the SEC within 120 days after the Company’s fiscal year end and is incorporated herein by reference.
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PART IV
Item 15. Exhibits and Financial Statement Schedules
(1) Financial Statements:
The consolidated financial statements required by Item 15(a) are filed as part of this Annual Report on Form 10-K under Item 8 “Consolidated Financial Statements and Supplementary Data.”
(2) Financial Statement Schedules:
All schedules are omitted because they are either not required, not applicable, or the required information is shown in the consolidated financial statements or notes thereto.
(3) Exhibits.
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EXHIBIT INDEX
Exhibit
Incorporated by Reference
Filed
Number
Exhibit Description
Form
Date
Number
Herewith
3.1
Amended and Restated Certificate of Incorporation.
8-K
3/29/2016
3.1
3.2
Amended and Restated Bylaws.
8-K
3/29/2016
3.2
4.1
Reference is made to Exhibits 3.1 through 3.2.
4.2
Form of Common Stock Certificate.
S-1
1/4/2016
4.2
4.3
Form of Pre-Funded Warrant
8-K
5/6/2024
4.1
4.4
Form of Common Warrant
8-K
5/6/2024
4.2
4.5
Description of Registrant’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934
10-K
3/25/2025
4.7
10.1
Sub-Sublease agreement, dated as of October 22, 2024, by and between Corvus Pharmaceuticals, Inc. and NewLimit, Inc.
8-K
10/23/2024
10.1
10.2(a)#
2014 Equity Incentive Plan.
S-1
1/4/2016
10.4(a)
10.2(b)#
Amendment to the 2014 Equity Incentive Plan, dated November 26, 2014.
S-1
1/4/2016
10.4(b)
10.2(c)#
Amendment to the 2014 Equity Incentive Plan, dated July 24, 2015.
S-1
1/4/2016
10.4(c)
10.2(d)#
Amendment to the 2014 Equity Incentive Plan, dated September 14, 2015.
S-1
1/4/2016
10.4(d)
10.2(e)#
Form of Stock Option Grant Notice and Stock Option Agreement under the 2014 Equity Incentive Award Plan.
S-1
1/4/2016
10.4(e)
10.2(f)#
Form of Restricted Stock Purchase Right Grant Notice and Restricted Stock Purchase Agreement under the 2014 Equity Incentive Plan.
S-1
1/4/2016
10.4(f)
10.3(a)#
2016 Equity Incentive Award Plan.
S-8
3/29/2016
99.2(a)
10.3(b)#
Form of Stock Option Grant Notice and Stock Option Agreement under the 2016 Equity Incentive Award Plan.
S-1
1/4/2016
10.5(b)
10.3(c)#
Form of Restricted Stock Award Agreement and Restricted Stock Award Grant Notice under the 2016 Equity Incentive Award Plan.
S-1
1/4/2016
10.5(c)
10.3(d)#
Form of Restricted Stock Unit Award Agreement and Restricted Stock Unit Award Grant Notice under the 2016 Equity Incentive Award Plan.
S-1
1/4/2016
10.5(d)
10.4#
Form of Indemnification Agreement for directors and officers.
S-1
1/4/2016
10.6
10.5(a)#
Amended and Restated Employment Agreement, dated as of December 22, 2015, by and between Corvus Pharmaceuticals, Inc. and Richard A. Miller.
S-1
1/4/2016
10.7
10.5(b)#
Amendment to Amended and Restated Employment Agreement, dated as of March 31, 2023, by and between Corvus Pharmaceuticals, Inc. and Richard A. Miller.
10-Q
8/8/2023
10.2
10.6#
Amended and Restated Employment Agreement, dated as of December 22, 2015, by and between Corvus Pharmaceuticals, Inc. and Leiv Lea.
S-1
1/4/2016
10.8
10.7(a)#
Offer Letter, dated as of November 27, 2014, by and between Corvus Pharmaceuticals, Inc. and William B. Jones.
S-1
1/4/2016
10.9(a)
10.7(b)#
Change in Control and Severance Agreement, dated December 23, 2015, by and between Corvus Pharmaceuticals, Inc. and William B. Jones.
S-1
1/4/2016
10.9(b)
10.8#
Employment Agreement, dated as of February 2, 2024 by and between Corvus Pharmaceuticals, Inc. and Jeffrey S. Arcara.
10-Q
5/7/2024
10.1
10.9#
Corvus Pharmaceuticals, Inc. 2016 Employee Stock Purchase Plan.
S-8
3/29/2016
99.3
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Exhibit
Incorporated by Reference
Filed
Number
Exhibit Description
Form
Date
Number
Herewith
10.10#
Non-Employee Director Compensation Program.
S-1
1/4/2016
10.12
10.11(a)†
License Agreement, dated February 25, 2015, by and between Corvus Pharmaceuticals, Inc. and Vernalis (R&D) Limited.
S-1/A
3/10/2016
10.13(a)
10.11(b)†
Amendment to License Agreement dated November 5, 2015, by and between Corvus Pharmaceuticals, Inc. and Vernalis (R&D) Limited.
S-1
1/4/2016
10.13(b)
10.12†
License Agreement, dated December 20, 2014, by and between Corvus Pharmaceuticals, Inc. and The Scripps Research Institute
S-1
1/4/2016
10.14
10.13††
Exclusive License Agreement dated April 21, 2017, by and between Corvus Pharmaceuticals, Inc. and Monash University.
10-K
3/9/2020
10.18
10.14
Framework Agreement, dated as of October 5, 2020, by and between Corvus Hong Kong Limited, Jiaxing Puissance Angel Equity Investment Partnership (Limited Partnership) and AP BIOTECH DEVELOPMENT CORP.
8-K
10/5/2020
2.1
10.15
Open Market Sale Agreement, dated August 6, 2024, by and between Corvus Pharmaceuticals, Inc. and Jefferies LLC.
S-3
8/6/2024
1.2
10.16
Securities Purchase Agreement, dated May 1, 2024, between the Company and the Investors.
8-K
5/6/2024
10.1
19.1
Insider Trading Policy
10-K
3/25/2025
19.1
21.1
List of subsidiaries
X
23.1
Consent of Independent Registered Public Accounting Firm.
X
24.1
Power of Attorney (included on signature page)
X
31.1
Certification by Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
X
31.2
Certification by Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
X
32.1**
Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 USC Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
X
97.1
Policy Relating to Recovery of Erroneously Awarded Compensation
10-K
3/19/2024
97.1
101.INS
Inline XBRL Instance Document.
X
101.SCH
Inline XBRL Taxonomy Extension Schema Document.
X
101.CAL
Inline XBRL Taxonomy Extension Calculation Linkbase Document.
X
101.DEF
Inline XBRL Taxonomy Extension Definition Linkbase Document.
X
101.LAB
Inline XBRL Taxonomy Extension Label Linkbase Document.
X
101.PRE
Inline XBRL Taxonomy Extension Presentation Linkbase Document.
X
104
The cover page of Corvus Pharmaceuticals, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2025, formatted in Inline XBRL (contained in Exhibit 101)
X
† Confidential treatment has been granted for a portion of this exhibit.
††
Portions of this exhibit have been omitted in accordance with Item 601(b)(10) of Regulation S-K.
# Indicates management contract or compensatory plan.
** The certification attached as Exhibit 32.1 that accompanies this Annual Report on Form 10-K is not deemed filed
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with the Securities and Exchange Commission and is not to be incorporated by reference into any filing of Corvus Pharmaceuticals, Inc. under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date of this Annual Report on Form 10-K, irrespective of any general incorporation language contained in such filing.
Item 16. Form 10-K Summary
Registrants may voluntarily include a summary of information required by Form 10-K under this Item 16. We have elected not to include such summary.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
CORVUS PHARMACEUTICALS, INC.
Date: March 12, 2026
By:
/s/ RICHARD. A. MILLER
Richard A. Miller, M.D.
President, Chief Executive Officer and Director
(Principal Executive Officer)
Date: March 12, 2026
By:
/s/ LEIV LEA
Leiv Lea
Chief Financial Officer
(Principal Financial and Accounting Officer)
POWER OF ATTORNEY
Each person whose individual signature appears below hereby authorizes and appoints Richard A. Miller, M.D. and Leiv Lea and each of them, with full power of substitution and resubstitution, as his or her true and lawful attorney-in-fact and agent to act in his or her name, place and stead and to execute in the name and on behalf of each person, individually and in each capacity stated below, and to file any and all amendments to this Annual Report on Form 10-K and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agents full power and authority to do and perform each and every act and thing, ratifying and confirming all that said attorney-in-fact and agents or his substitute or substitutes may lawfully do or cause to be done by virtue thereof. Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
/s/ RICHARD A. MILLER, M.D.
President, Chief Executive Officer and Director
Richard A. Miller, M.D.
(Principal Executive Officer)
March 12, 2026
/s/ LEIV LEA
Chief Financial Officer
Leiv Lea
(Principal Financial and Accounting Officer)
March 12, 2026
/s/ IAN T. CLARK
Director
March 12, 2026
Ian T. Clark
/s/ LINDA S. GRAIS, M.D., J.D.
Director
March 12, 2026
Linda S. Grais, M.D., J.D.
/s/ DAVID MOORE
Director
March 12, 2026
Davis Moore
/s/ SCOTT W. MORRISON
Director
March 12, 2026
Scott W. Morrison
/s/ PETER THOMPSON, M.D.
Director
March 12, 2026
Peter Thompson, M.D.
/s/ RICHARD A. VAN DEN BROEK
Director
March 12, 2026
Richard A. van den Broek
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