1 unchanged sentence
Evaluation of Disclosure Controls and Procedures.
−Removed: The term “disclosure controls and procedures,”
−Removed: 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.
−Removed: 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.
+Added: 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.
+Added: 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.
4 unchanged sentences
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.
−Removed: Management’s Annual Report on Internal Control Over Financial Reporting
+Added: 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).
12 unchanged sentences
Attestation Report of the Registered Public Accounting Firm
−Removed: This Annual Report on Form 10‑K does not include an attestation report of our registered public accounting firm on our internal controls due to an exemption established by the JOBS Act for “emerging growth companies.”
+Added: This Annual Report on Form 10-K does not include an attestation report of our registered public accounting firm on our internal controls due to an exemption established by the JOBS Act for “emerging growth companies.”
Changes in Internal Control Over Financial Reporting
3 unchanged sentences
Directors, Executive Officers and Corporate Governance
−Removed: Information about our Board of Directors
−Removed: The following sets forth information about our directors as of January 31, 2020.
−Removed: Position/Office Held With the Company
−Removed: Class I Directors whose terms expire at the 2020 Annual Meeting of Stockholders
−Removed: President, Chief Executive Officer and Chairman of the Board
−Removed: Class II Directors whose terms expire at the 2021 Annual Meeting of Stockholders
−Removed: Krognes(1)(2)
−Removed: Morrison(1)(2)
−Removed: Class III Directors whose terms expire at the 2022 Annual Meeting of Stockholders
−Removed: (Terry) Gould III(3)
−Removed: Peter Thompson, M.D.(2)
−Removed: Member of the Audit Committee.
−Removed: Member of the Compensation Committee.
−Removed: Member of the Nominating and Corporate Governance Committee.
−Removed: Board Experience and Directorships
−Removed: Miller has served as our President and Chief Executive Officer since February 2014 and chairman of our board of directors since January 2014.
−Removed: From April 2012 to October 2014, Dr.
−Removed: Miller was Chairman and Chief Executive Officer of Graphea, Inc., a privately‑held chemical company, which he founded.
−Removed: Miller served as Chief Commercialization Officer, Associate Dean and Research Professor in Chemistry at The University of Texas at Austin from September 2010 to December 2011.
−Removed: Miller founded Principia Biopharma Inc., a privately‑held biopharmaceutical company, and served as its President and Chief Executive Officer and a member of its board of directors from January 2009 to February 2011.
−Removed: He served as President, Chief Executive Officer and Director of Pharmacyclics, Inc., a public biopharmaceutical company, from 1991, when he co‑founded the company, to 2008.
−Removed: At Pharmacyclics, Dr.
−Removed: Miller led the initial discovery and development efforts for ibrutinib.
−Removed: Miller was a co‑founder, Vice President and Director of IDEC Pharmaceuticals Corporation, a biotechnology company that merged with Biogen, Inc.
−Removed: in June 2003, where he led research efforts on lymphoma leading to the development of rituximab.
−Removed: Miller has been Adjunct Clinical Professor of Medicine (Oncology) at Stanford University Medical Center since 1991.
−Removed: Miller currently serves on the board of directors of a private biopharmaceutical company.
−Removed: Miller received a B.A.
−Removed: in Chemistry from Franklin & Marshall College and an M.D.
−Removed: from the State University of New York Medical School.
−Removed: He is board certified in both Internal Medicine and Medical Oncology.
−Removed: We believe Dr.
−Removed: Miller’s experience as an officer and director of pharmaceutical and biopharmaceutical companies provides him with the qualifications and skills to serve as a member of our board of directors.
−Removed: Grais has served as a member of our board of directors since January 2019.
−Removed: Grais previously served as President and Chief Executive Officer of Ocera Therapeutics, Inc.
−Removed: from June 2012 to December 2017 and as a member of its board of directors from January 2008 through December 2017.
−Removed: Prior to her employment by Ocera, Dr.
−Removed: Grais served as a managing member at InterWest Partners, a venture capital firm, from May
−Removed: 2005 until February 2011.
−Removed: From July 1998 to July 2003, Dr.
−Removed: Grais was a founder and executive vice president of SGX Pharmaceuticals Inc., a drug discovery company focusing on new treatments for cancer.
−Removed: Prior to that, she was a corporate attorney at Wilson Sonsini Goodrich & Rosati, where she practiced in such areas as venture financings, public offerings and strategic partnerships.
−Removed: Before practicing law, Dr.
−Removed: Grais worked as an assistant clinical professor of Internal Medicine and Critical Care at the University of California, San Francisco.
−Removed: She currently serves on the board of directors of Arca Biopharma, Inc., a public biotechnology company, Zosano Pharma Corporation, a public pharmaceutical company, and PRA Health Sciences, Inc., a public contract research organization.
−Removed: Grais received a B.A.
−Removed: from Yale University, an M.D.
−Removed: from Yale Medical School and a J.D.
−Removed: from Stanford Law School.
−Removed: We believe Dr.
−Removed: Grais’
−Removed: experience as an officer and director of pharmaceutical and biopharmaceutical companies provides her with the qualifications and skills to serve as a member of our board of directors .
−Removed: Krognes has served as a member of our board of directors since January 2016.
−Removed: Krognes has served as Chief Financial Officer of Denali Therapeutics Inc., a public biotechnology company, since October 2015.
−Removed: From 2009 to September 2015, Mr.
−Removed: Krognes served as Senior Vice President and Chief Financial Officer at Genentech, Inc., a biotechnology company.
−Removed: From 2004 to 2009, he was Head of Mergers & Acquisitions at Roche Holding AG, a biotechnology company.
−Removed: Krognes served as Director of Mergers & Acquisitions at Danske Bank A/S, a Danish bank, from 2002 to 2003.
−Removed: He was a Venture Capitalist with Pylonia Ventures, a Norwegian venture investments company, from 2000 to 2002.
−Removed: From 1996 to 2000, he was a Management Consultant for McKinsey & Company, a consulting firm.
−Removed: Krognes currently serves as a member of the boards of directors of Gritstone Oncology, a public biopharmaceutical company, and RLS Global, a Swedish life sciences company.
−Removed: He was a member of the board of directors and board executive committee of the California Life Sciences Association, an industry organization, from September 2010 to September 2015.
−Removed: Krognes received a B.S.
−Removed: in Economics from the Wharton School of the University of Pennsylvania and an M.B.A.
−Removed: from Harvard Business School.
−Removed: We believe Mr.
−Removed: Krognes’
−Removed: experience in finance and the biotechnology industry provides him with the qualifications and skills to serve as a member of our board of directors.
−Removed: Morrison has served as a member of our board of directors since December 2015.
−Removed: From 1996 to December 2015, Mr.
−Removed: Morrison was a Partner with Ernst & Young LLP, a public accounting firm, where he also served as U.S.
−Removed: Life Sciences Leader from 2002 to December 2015.
−Removed: He also serves on the board of directors of Global Blood Therapeutics, Inc., a public biopharmaceutical company, since January 2016 and on the board of directors of Ideaya Biosciences, Inc., a public biopharmaceutical company, since July 2018.
−Removed: Morrison has held roles on the boards of directors of numerous life sciences industry organizations.
−Removed: Since 1999, he has served on the board of directors of the Biotechnology Institute, a non-profit organization, where has also served on the audit committee since 2002.
−Removed: Morrison has previously served on the boards of directors of the Life Sciences Foundation, a biotechnology non-profit organization, the Bay Area Biosciences Association, a 501(c)(3) organization, and the Emerging Companies Section of the Biotechnology Innovation Organization, a trade organization.
−Removed: He received a B.S.
−Removed: in Business Administration from the University of California-Berkeley and is a certified public accountant (inactive).
−Removed: We believe Mr.
−Removed: Morrison’s experience in public accounting and the life sciences industry provides him with the qualifications and skills to serve as a member of our board of directors.
−Removed: Clark has served as a member of our board of directors since January 2017.
−Removed: Clark has more than 34 years of experience in the biotechnology and pharmaceutical industry, most recently serving as CEO and member of the board of directors for Genentech, until his retirement in December 2016.
−Removed: During his seven-year tenure as CEO, Mr.
−Removed: Clark and his team brought eleven new medicines to market for patients fighting rheumatoid arthritis, idiopathic pulmonary fibrosis and various types of cancer.
−Removed: Ian was among the highest rated CEOs by Glassdoor, recognized as the Bay Area’s most admired CEO by the San Francisco Business Times and awarded the Honorable Mentor of the Year by the Heath Business Woman's Association.
−Removed: Prior to joining Genentech, Mr.
−Removed: Clark held various positions of increasing responsibility at Novartis, Sanofi, Ivax and Searle, working in the USA, UK, Canada, Eastern Europe and France.
−Removed: Currently, Mr.
−Removed: Clark is on the board of directors for Takeda Pharmaceutical Company Limited, Agios Pharmaceuticals, Inc., Guardant Health, Inc., Forty Seven, Inc., and Avrobio, Inc.
−Removed: He is an Operating Partner of Blackstone Life Sciences.
−Removed: He is also on the BioFulcrum Board of the Gladstone Institute.
−Removed: Clark previously served on the Boards of Shire, Kite Pharma, Dendreon, Solazyme and Vernalis.
−Removed: He was also on the Board of Biotechnology Industry Association and on the Economic Advisory Council of the 12th District of the Federal Reserve.
−Removed: Clark received his Bachelor of Science in Biological Sciences and an Honorary Doctorate of Science from
−Removed: Southampton University in the United Kingdom.
−Removed: We believe Mr.
−Removed: Clark’s executive experience in the biopharmaceutical industry provides him with the qualifications and skills to serve as a member of our board of directors.
−Removed: (Terry) Gould III.
−Removed: Gould has served as a member of our board of directors since November 2014.
−Removed: Gould is currently a Partner and Head of Venture/Growth Equity Investments at Adams Street Partners, LLC, a global private equity firm, and has been employed by Adams Street Partners or its predecessor organizations since 1994.
−Removed: Gould has served on the board of Aptinyx Inc., a biopharmaceutical company, since July 2015 and currently serves on the boards of directors of several private biopharmaceutical and/or healthcare companies.
−Removed: Gould received an A.B.
−Removed: in Engineering Science from Dartmouth College and an M.B.A.
−Removed: from the Stanford University Graduate School of Business.
−Removed: We believe Mr.
−Removed: Gould’s experience in the venture capital industry and as a director of several biopharmaceutical and/or healthcare companies provides him with the qualifications and skills to serve as a member of our board of directors.
−Removed: Peter Thompson, M.D.
−Removed: Thompson has served as a member of our board of directors since November 2014.
−Removed: Thompson currently serves as a Private Equity Partner at OrbiMed Advisors LLC, an investment firm focused on the healthcare sector, where he previously served as a Venture Partner.
−Removed: Thompson also serves as the chief executive officer of Silverback Therapeutics, Inc.
−Removed: In addition, Dr.
−Removed: Thompson currently serves on the board of directors of several public biopharmaceutical companies:
−Removed: Alpine Immune Sciences, Inc.
−Removed: since June 2016, Synthorx, Inc., since April 2018 and Prevail Therapeutics Inc.
−Removed: since August 2017.
−Removed: Thompson also currently serves on the board of directors of several private companies.
−Removed: Thompson is a board-certified internist and oncologist and has served as Affiliate Professor of Neurosurgery at the University of Washington since January 2010.
−Removed: Thompson co-founded and served as the chief executive officer of Trubion Pharmaceuticals, Inc., a biopharmaceutical company, from 2002 to 2009.
−Removed: Previously, Dr.
−Removed: Thompson served as a medical staff fellow at the National Cancer Institute from 1985 to 1992.
−Removed: Thompson holds a Sc.
−Removed: in Molecular Biology and Mathematics from Brown University and an M.D.
−Removed: from Brown University Medical School.
−Removed: We believe Dr.
−Removed: Thompson’s experience in management and venture capital in the biopharmaceutical industry provides him with the qualifications and skills to serve as a member of our board of directors.
−Removed: Meetings of the Board of Directors, Board and Committee Member Attendance and Annual Meeting Attendance
−Removed: The board of directors met four times and acted once by unanimous written consent during the fiscal year ended December 31, 2019.
−Removed: The audit committee met five times, the compensation committee met two times and the nominating and corporate governance committee met one time.
−Removed: Each member of the board of directors attended at least 75% of the aggregate number of meetings of our board of directors, and of the committees on which he or she served, held during the last fiscal year.
−Removed: Corporate Governance Guidelines
−Removed: The board of directors has documented our governance practices in our corporate governance guidelines to assure that the board will have the necessary authority and practices in place to review and evaluate our business operations as needed and to make decisions that are independent of our management.
−Removed: The guidelines are also intended to align the interests of directors and management with those of our stockholders.
−Removed: The corporate governance guidelines set forth certain practices the board will follow with respect to board composition, board committees, board nomination, director qualifications and evaluation of the board and committees.
−Removed: The corporate governance guidelines and the charter for each committee of the board of directors may be viewed at www.corvuspharma.com .
−Removed: Leadership Structure of the Board
−Removed: Our Bylaws and corporate governance guidelines provide our board of directors with flexibility to combine or separate the positions of chairperson of the board of directors and Chief Executive Officer and/or the implementation of a lead director in accordance with its determination that utilizing one or the other structure would be in our best interests.
−Removed: Miller currently serves as the chairperson of our board of directors.
−Removed: In that role, Dr.
−Removed: Miller presides over the meetings of our board of directors.
−Removed: Our board of directors has concluded that our current leadership structure is appropriate at this time.
−Removed: However, our board of directors will continue to periodically review our leadership structure and may make such changes in the future as it deems appropriate.
−Removed: Role of Board in Risk Oversight Process
−Removed: Risk assessment and oversight are an integral part of our governance and management processes.
−Removed: Our board of directors encourages management to promote a culture that incorporates risk management into our corporate strategy and day‑to‑day business operations.
−Removed: Management discusses strategic and operational risks with the board of directors at regular board meetings as part of management presentations that focus on particular business functions, operations or strategies, and presents the steps taken by management to mitigate or eliminate such risks.
−Removed: Our board of directors does not have a standing risk management committee, but rather administers this oversight function directly through our board of directors as a whole, as well as through various standing committees of our board of directors that address risks inherent in their respective areas of oversight.
−Removed: In particular, our board of directors is responsible for monitoring and assessing strategic risk exposure.
−Removed: Our audit committee is responsible for overseeing our major financial risk exposures and the steps our management has taken to monitor and control these exposures.
−Removed: The audit committee also monitors compliance with legal and regulatory requirements and considers and approves or disapproves any related person transactions.
−Removed: Our nominating and governance committee monitors the effectiveness of our corporate governance guidelines.
−Removed: Our compensation committee assesses and monitors whether any of our compensation policies and programs has the potential to encourage excessive risk‑taking.
−Removed: Committees of the Board of Directors
−Removed: Our board of directors has the following standing committees:
−Removed: an audit committee, a compensation committee and a nominating and corporate governance committee.
−Removed: Our board of directors may establish other committees to facilitate the management of our business.
−Removed: The composition and functions of each committee are described below.
−Removed: Nominating and Corporate
−Removed: Peter Thompson, M.D.
−Removed: (Terry) Gould III
−Removed: Total meetings in 2019
−Removed: Committee Chairman.
−Removed: Below is a description of each committee of the board of directors.
−Removed: Audit Committee
−Removed: Our audit committee oversees our corporate accounting and financial reporting process.
−Removed: Among other matters, the audit committee:
−Removed: appoints our independent registered public accounting firm;
−Removed: evaluates the independent registered public accounting firm’s qualifications, independence and performance;
−Removed: determines the engagement of the independent registered public accounting firm;
−Removed: reviews and approves the scope of the annual audit and the audit fee;
−Removed: discusses with management and the independent registered public accounting firm the results of the annual audit and the review of our quarterly financial statements;
−Removed: approves the retention of the independent registered public accounting firm to perform any proposed permissible audit and non‑audit services;
−Removed: monitors the rotation of partners of the independent registered public accounting firm on our engagement team in accordance with requirements established by the SEC;
−Removed: is responsible for reviewing our financial statements and our management’s discussion and analysis of financial condition and results of operations to be included in our annual and quarterly reports to be filed with the SEC;
−Removed: reviews our critical accounting policies and estimates;
−Removed: annually reviews the audit committee charter and the audit committee’s performance.
−Removed: The current members of our audit committee are Mr.
−Removed: Grais and Mr.
−Removed: Morrison serves as the chairperson of the committee.
−Removed: All members of our audit committee meet the requirements for financial literacy under the applicable rules and regulations of the SEC and Nasdaq.
−Removed: Our board of directors has determined that Mr.
−Removed: Morrison and Mr.
−Removed: Krognes are audit committee financial experts as defined under the applicable rules of the SEC and has the requisite financial sophistication as defined under the applicable rules and regulations of Nasdaq.
−Removed: Under the rules of the SEC, members of the audit committee must also meet heightened independence standards.
−Removed: Our board of directors has determined that each of the members of our audit committee is independent under the applicable rules of Nasdaq.
−Removed: The audit committee operates under a written charter that satisfies the applicable standards of the SEC and Nasdaq which is available on our corporate website at www.corvuspharma.com .
−Removed: Compensation Committee
−Removed: Our compensation committee reviews and recommends policies relating to compensation and benefits of our officers and employees.
−Removed: The compensation committee reviews and sets or makes recommendations to our board of directors regarding the compensation of our Chief Executive Officer and other executive officers.
−Removed: The compensation committee also reviews and makes recommendations to our board of directors regarding director compensation.
−Removed: In addition, the compensation committee reviews and approves or makes recommendations to our board of directors regarding our incentive compensation and equity‑based plans.
−Removed: The compensation committee periodically reviews and evaluates the performance of the compensation committee and its members and must annually review and reassess the compensation committee charter and recommend any changes to our board of directors.
−Removed: The current members of our compensation committee are Mr.
−Removed: Morrison, and Dr.
−Removed: Thompson serves as the chairperson of the committee.
−Removed: Each of the members of our compensation committee is independent under the applicable rules and regulations of Nasdaq.
−Removed: Krognes, and Mr.
−Removed: Morrison is also a “non‑employee director”
−Removed: as defined in Rule 16b‑3 under the Exchange Act.
−Removed: Thompson will not be a “non‑employee director”
−Removed: if OrbiMed Private Investments V, LP continues to own more than ten percent (10%) of our capital stock.
−Removed: In such event and until such time as the compensation committee is comprised solely of “non‑employee directors,”
−Removed: equity compensation awards to directors and executive officers will be approved by our board of directors.
−Removed: The compensation committee operates under a written charter which is available on our corporate website at www.corvuspharma.com .
−Removed: Our executive officers submit proposals to the board and the compensation committee regarding our executive and director compensation.
−Removed: Our Chief Executive Officer also annually reviews the performance of each executive officer and makes recommendations regarding their compensation.
−Removed: The compensation committee considers those recommendations in determining base salaries, adjustments to base salaries, annual cash bonus program targets and awards and equity awards, if any, for the executive officers and other members of senior management.
−Removed: Nominating and Corporate Governance Committee
−Removed: The nominating and corporate governance committee is responsible for making recommendations to our board of directors regarding candidates for directorships and the size and composition of our board of directors.
−Removed: In addition, the nominating and corporate governance committee is responsible for overseeing our corporate governance policies and reporting and making recommendations to our board of directors concerning governance matters.
−Removed: The current members of our nominating and corporate governance committee are Mr.
−Removed: Gould and Dr.
−Removed: Gould serves as the chairperson of the committee.
−Removed: Each of the members of our nominating and corporate governance committee is an independent director under the applicable rules and regulations of Nasdaq relating to nominating and corporate governance committee independence.
−Removed: The nominating and corporate governance committee operates under a written charter which is available on our corporate website at www.corvuspharma.com .
−Removed: The nominating and corporate governance committee will consider director candidates recommended by stockholders.
−Removed: For a stockholder to make any recommendation or nomination for election to the board of directors at an annual meeting, the stockholder must provide notice to the Company, which notice must be delivered to, or mailed and received at, the Company’s principal executive offices not less than 90 days and not more than 120 days prior to the one‑year anniversary of the preceding year’s annual meeting, or, if later, the 10th day following the date on which public disclosure of the date of such annual meeting is made.
−Removed: Further updates and supplements to such notice may be required at the times, and in the forms, required under our bylaws.
−Removed: As set forth in our bylaws, submissions must include the name and address of the proposed nominee, information regarding the proposed nominee that is required to be disclosed in a proxy statement or other filings in a contested election pursuant to Section 14(a) under the Exchange Act, information regarding the proposed nominee’s indirect and direct interests in shares of the Company’s common stock, and a completed and signed questionnaire, representation and agreement of the proposed nominee.
−Removed: Our Bylaws also specify further requirements as to the form and content of a stockholder’s notice.
−Removed: We recommend that any stockholder wishing to make a nomination for director review a copy of our Bylaws, as amended and restated to date, which is available, without charge, from our Secretary, Corvus Pharmaceuticals, Inc., 863 Mitten Road, Suite 102, Burlingame, CA 94010.
−Removed: Board Diversity
−Removed: Our nominating and corporate governance committee is responsible for reviewing with the board of directors, on an annual basis, the appropriate characteristics, skills and experience required for the board of directors as a whole and its individual members.
−Removed: In evaluating the suitability of individual candidates (both new candidates and current members), the nominating and corporate governance committee, in recommending candidates for election, and the board of directors, in approving (and, in the case of vacancies, appointing) such candidates, may take into account many factors, including, but not limited to, the following:
−Removed: diversity of personal and professional background, perspective and experience;
−Removed: personal and professional integrity, ethics and values;
−Removed: experience in corporate management, operations or finance, such as serving as an officer or former officer of a publicly held company, and a general understanding of marketing, finance and other elements relevant to the success of a publicly‑traded company in today’s business environment;
−Removed: experience relevant to our industry and relevant social policy concerns;
−Removed: experience as a board member or executive officer of another publicly held company;
−Removed: relevant academic expertise or other proficiency in an area of the our operations;
−Removed: practical and mature business judgment, including ability to make independent analytical inquiries;
−Removed: promotion of a diversity of business or career experience relevant to our success;
−Removed: any other relevant qualifications, attributes or skills.
−Removed: Our board of directors evaluates each individual in the context of the board of directors as a whole, with the objective of assembling a group that can best maximize the success of the business and represent stockholder interests through the exercise of sound judgment using its diversity of experience in these various areas.
−Removed: Stockholder Communications with the Board of Directors
−Removed: The board of directors will consider any written or electronic communication from our stockholders to the board, a committee of the board or any individual director.
−Removed: Any stockholder who wishes to communicate to the board of directors, a committee of the board or any individual director should submit written or electronic communications to our Secretary at our principal executive offices, which shall include contact information for such stockholder.
−Removed: All communications from stockholders received shall be forwarded by our Secretary to the board of directors, a committee of the board or an individual director, as appropriate, on a periodic basis, but in any event no later than the board of director’s next scheduled meeting.
−Removed: The board of directors, a committee of the board, or individual directors, as appropriate, will consider and review carefully any communications from stockholders forwarded by our Secretary.
−Removed: Material Changes to Nominee Recommendation Procedures
−Removed: There have been no material changes to the procedures by which stockholders may recommend nominees to our board in 2019.
−Removed: Information about our Executive Officers
−Removed: The following sets forth information about our executive officers as of January 31, 2020.
−Removed: President, Chief Executive Officer and Chairman of the Board
−Removed: Executive Vice President, Discovery Research
−Removed: Senior Vice President and Chief Business Officer
−Removed: Senior Vice President, Pharmaceutical Development
−Removed: Chief Financial Officer
−Removed: Mehrdad Mobasher, M.D.
−Removed: Vice President and Chief Medical Officer
−Removed: Verner, Ph.D.
−Removed: Vice President, Chemistry Research
−Removed: The following is biographical information as of January 31, 2020 for our executive officers other than Richard A.
−Removed: Miller, M.D., whose biographical information is included in the section above titled “Information about our Board of Directors.”
−Removed: Buggy, Ph.D., Executive Vice President, Discovery Research.
−Removed: Buggy has served as our Executive Vice President, Discovery Research since November 2014 and previously served as a member of our board of directors from January 2014, when he co-founded the Company, to November 2014.
−Removed: From 2006 to August 2013, Dr.
−Removed: Buggy held several positions with Pharmacyclics, Inc., a biopharmaceutical company, including, most recently, Vice President, Research.
−Removed: From 2001 to 2006, Dr.
−Removed: Buggy held several positions with Celera Genomics Corporation, a biotechnology company, where he was most recently Director and, prior to that, Principal Scientist.
−Removed: Buggy served as Senior Scientist and, later, Group Leader, at Axys Pharmaceuticals, Inc., a biotechnology company, from 1996 to 2001.
−Removed: From 1993 to 1996, Dr.
−Removed: Buggy was Scientist for Bayer Pharmaceuticals Corporation, a subsidiary of Bayer HealthCare AG, a health care company.
−Removed: Buggy received a B.S.
−Removed: in Microbiology from the University of Pittsburgh and a Ph.D.
−Removed: in Molecular, Cellular, and Development Biology from Indiana University.
−Removed: Hunt, J.D., Senior Vice President and Chief Business Officer.
−Removed: Hunt has served as our Senior Vice President and Chief Business Officer since December 2017.
−Removed: Prior to joining the Company, Mr.
−Removed: Hunt served as General Counsel and Vice President of Corporate Development at CoMentis, Inc., a biotechnology company, from July 2009 to September 2016.
−Removed: Hunt was an Associate General Counsel at Genentech, Inc.
−Removed: from 2003 to 2009 and prior to that held senior legal and transactional positions at Abgenix, Inc., Roche Molecular Systems, Inc.
−Removed: and Chiron Corporation.
−Removed: Hunt received a B.S in Biology from the University of Colorado at Boulder and his J.D.
−Removed: from the Boalt Hall School of Law at the University of California, Berkeley.
−Removed: Jones, Ph.D., Senior Vice President, Pharmaceutical Development.
−Removed: Jones has served as our Vice President, Pharmaceutical Development since December 2014.
−Removed: Jones was Director of Global Regulatory Affairs in the oncology business unit of Sanofi US, LLC, a pharmaceutical company, from December 2012 to December 2014.
−Removed: From 2008 to March 2012, Dr.
−Removed: Jones was Director of Project Management & Regulatory at Pharmacyclics, Inc., a biopharmaceutical company.
−Removed: Jones served as Associate Director of Development for Plexxikon, Inc., a pharmaceutical company, from 2005 to 2007.
−Removed: From 2002 to 2005, he was Senior Project Manager at Vertex Pharmaceuticals, Inc., a biotechnology company.
−Removed: Jones received a B.S.
−Removed: in Chemistry from the University of Cincinnati and an M.B.A.
−Removed: from Babson College.
−Removed: He completed a post‑doctoral fellowship at the University of Oxford.
−Removed: Leiv Lea, Chief Financial Officer.
−Removed: Lea has served as our Chief Financial Officer since November 2014.
−Removed: Lea was a financial consultant from 2009 to November 2014.
−Removed: From 1998 to 2008, Mr.
−Removed: Lea served as Chief Financial Officer of Pharmacyclics, Inc., a biopharmaceutical company.
−Removed: From 1996 to 1997, he was a financial consultant.
−Removed: From 1986 to 1996, Mr.
−Removed: Lea served as Chief Financial Officer of Margaux, Inc., a refrigeration equipment manufacturer.
−Removed: He received a B.S.
−Removed: in Agricultural Economics from the University of California, Davis and an M.B.A.
−Removed: from the Anderson School at the University of California, Los Angeles.
−Removed: Mehrdad Mobasher, M.D., M.P.H., Vice President, Chief Medical Officer.
−Removed: Mobasher has served as our Vice President and Chief Medical Officer since January 2019.
−Removed: Prior to joining the Company, Dr.
−Removed: Mobasher was employed by Genentech/Roche from August 2010 to January 2019, most recently as a Group Medical Director and Development Lead for venetoclax.
−Removed: He has also served as an adjunct clinical faculty member in the Division of Medical Oncology at Stanford University from September 2011 to September 2012.
−Removed: Mobasher received an M.D.
−Removed: from Tehran University of Medical Sciences, and an M.P.H.
−Removed: in general epidemiology from the School of Public Health at the University of Michigan.
−Removed: He completed an internship and residency in internal medicine at the University of California, Irvine, and post-doctoral fellowships in hematology and medical oncology at Stanford University.
−Removed: Verner, Ph.D., Vice President, Chemistry Research.
−Removed: Verner has served as our Vice President, Chemistry Research since January 2015.
−Removed: From March 2011 to December 2014, Dr.
−Removed: Verner was Director of Chemistry for Principia Biopharma Inc., a biopharmaceutical company.
−Removed: Verner served as Director of Chemistry of Pharmacyclics, Inc., a biopharmaceutical company, from 2008 to February 2011, where he served as a principal scientist from 2006 to 2008.
−Removed: From 1996 to 2006, Dr.
−Removed: Verner was a principal scientist at Axys Pharmaceuticals, Inc.
−Removed: (formerly Arris Pharmaceuticals, Incorporated), a biotechnology company, and Celera Corporation, a subsidiary of Axys Pharmaceuticals, Inc.
−Removed: He was a senior scientist at Immunopharmaceutics, Inc., a biotechnology company, from 1993 to 1996.
−Removed: Verner received a B.S.
−Removed: in Chemistry from the University of Idaho and a Ph.D.
−Removed: in Organic Chemistry from the University of Pittsburgh.
−Removed: Family Relationships
−Removed: There are no family relationships among any of our directors or executive officers.
−Removed: Code of Business Conduct and Ethics
−Removed: We have adopted a code of business conduct and ethics that applies to all of our employees, officers and directors, including those officers responsible for financial reporting.
−Removed: The code of business conduct and ethics is available on our corporate website at www.corvuspharma.com .
−Removed: Any amendments to the code, or any waivers of its requirements, will be disclosed on our website.
−Removed: Section 16(A) Beneficial Ownership Reporting Compliance
−Removed: Section 16(a) of the Exchange Act requires our directors and executive officers, and persons who beneficially own more than ten percent of a registered class of our equity securities, to file with the SEC initial reports of ownership and reports of changes in ownership of our common stock and other equity securities.
−Removed: Officers, directors and greater than ten percent beneficial owners are required by SEC regulations to furnish us with copies of all Section 16(a) forms they file.
−Removed: To our knowledge, based solely on our review of Forms 3, 4 and 5, and any amendments thereto, furnished to us or written representations that no Form 5 was required, we believe that during the fiscal year ended December 31, 2019, all filing requirements applicable to our executive officers and directors under the Exchange Act were met in a timely manner.
−Removed: Executive Compensation
−Removed: Director Compensation
−Removed: Director Compensation Table—Year Ended December 31, 2019
−Removed: The following table presents information regarding the compensation paid for the fiscal year ended December 31, 2019 to members of our board of directors who are not also employed by us or any of our subsidiaries (our non-employee directors).
−Removed: The compensation paid to Richard A.
−Removed: Miller, who is also our president and chief executive officer, is set forth in the section titled “Executive Compensation”
−Removed: Miller was not entitled to receive additional compensation for his service as a director :
−Removed: (Terry) Gould III
−Removed: Peter Moldt, Ph.D.
−Removed: Peter Thompson, M.D.
−Removed: Amounts reported in the Option Awards column represent the grant date fair values of stock options calculated in accordance with Financial Account Standards Board (FASB) ASC Topic 718, Compensation—Stock Compensation.
−Removed: For a discussion of the assumptions used to calculate the value of our stock options, see Note 8, Stock Option Plans, to our audited financial statements included in this report on Form 10-K for the year ended December 31, 2019.
−Removed: Other than in the case of Dr.
−Removed: Grais, during fiscal year 2019, each non-employee director was granted one option grant of 15,000 shares on June 20, 2019 with the aggregate grant date fair value set forth in the table above.
−Removed: As of December 31, 2019, our non-employee directors held outstanding options to purchase shares of our common stock as follows:
−Removed: Clark, 75,000;
−Removed: Gould, 75,000;
−Removed: Grais, 45,000;
−Removed: Krognes, 75,000;
−Removed: Morrison, 75,000;
−Removed: Thompson, 75,000.
−Removed: Other than these options, none of our non-employee directors held any other equity awards in the Company on that date.
−Removed: Grais was appointed as a director in January 2019 and received two option grants during fiscal year 2019, an option for 30,000 shares granted on January 28,2019 with an aggregate grant date fair value of $85,069 and an option for 15,000 shares granted on June 20, 2019 with an aggregate grant date fair value of $38,553.
−Removed: Moldt resigned from our board of directors on January 28, 2019.
−Removed: Director Compensation
−Removed: In December 2015, our board of directors approved a compensation policy for our non‑employee directors (the “Director Compensation Program”).
−Removed: Pursuant to our Director Compensation Program, our non‑employee directors are entitled to cash compensation, paid quarterly in arrears, as follows:
−Removed: Each non‑employee director is entitled to receive an annual cash retainer in the amount of $35,000.
−Removed: The chairperson of the board is entitled to receive additional annual cash compensation of $30,000 for such chairperson’s service on the board of directors.
−Removed: The chairperson of the audit committee is entitled to receive additional annual cash compensation in the amount of $20,000 for such chairperson’s service on the audit committee.
−Removed: Each non‑chairperson member of the audit committee is entitled to receive additional annual cash compensation in the amount of $10,000 for such member’s service on the audit committee.
−Removed: The chairperson of the compensation committee is entitled to receive additional annual cash compensation in the amount of $12,000 for such chairperson’s service on the compensation committee.
−Removed: Each non‑chairperson member of the compensation committee is entitled to receive additional annual cash compensation in the amount of $6,000 for such member’s service on the compensation committee.
−Removed: The chairperson of the nominating and corporate governance committee is entitled to receive additional annual cash compensation in the amount of $8,000 for such chairperson’s service on the nominating and corporate governance committee.
−Removed: Each non‑chairperson member of the nominating and corporate governance committee is entitled to receive additional annual cash compensation in the amount of $4,000 for such member’s service on the nominating and corporate governance committee.
−Removed: In addition, unless waived in advance, under the Director Compensation Program, each non‑employee director who is elected or appointed to our board of directors will automatically be granted an option to purchase 30,000 shares of our common stock upon the director’s initial appointment or election to our board of directors, referred to as the Initial Grant.
−Removed: In addition, unless waived in advance, each non‑employee director who is serving on our board of directors immediately following an annual stockholder’s meeting will automatically be granted an annual option to purchase 15,000 shares of our common stock on the date of such annual stockholder’s meeting, referred to as the Annual Grant.
−Removed: The Initial Grant will vest as to 1/3rd of the shares subject to the Initial Grant on each anniversary of the applicable grant date, subject to continued service through the applicable vesting date.
−Removed: The Annual Grant will vest as to all of the shares subject to the Annual Grant on the earlier of the first anniversary of the applicable grant date or the next annual stockholders’
−Removed: meeting, subject to continued service through the vesting date.
−Removed: All equity awards, including any Initial Grants and Annual Grants, held by our non‑employee directors will vest in full immediately prior to the occurrence of a change in control.
+Added: 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.
+Added: 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.
+Added: The code of business conduct and ethics is available on our website at http://corvuspharma.com.
+Added: 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.
Executive Compensation
−Removed: This section discusses the material components of our executive compensation program and compensation for our named executive officers (“NEOs”) for the year ended December 31, 2019.
−Removed: As an “emerging growth company”
−Removed: as defined in the Jumpstart Our Business Startups Act of 2012, we are not required to include a Compensation Discussion and Analysis section and have elected to comply with the scaled disclosure requirements applicable to emerging growth companies.
−Removed: In addition, as an emerging growth company, we are not required to hold an advisory vote to approve the compensation of our named executive officers, or “say‑on‑pay”
−Removed: Our NEOs for the year ended December 31, 2019 are:
−Removed: Miller, M.D., President and Chief Executive Officer;
−Removed: Leiv Lea, Chief Financial Officer;
−Removed: Mehrdad Mobasher, Vice President and Chief Medical Officer.
−Removed: Summary Compensation Table
−Removed: The following table sets forth information for each of the last two completed fiscal years regarding compensation awarded to our NEOs.
−Removed: Non‑equity
−Removed: Name and principal position
−Removed: President and Chief Executive Officer
−Removed: Chief Financial Officer
−Removed: Mehrdad Mobasaher, M.D.
−Removed: Vice President and Chief Medical Officer
−Removed: The amounts reported in this column reflect the grant date fair values of stock options granted to the named executive officers calculated in accordance with Financial Accounting Standards Board (FASB) ASC Topic 718, Compensation-Stock Compensation.
−Removed: For a discussion of the assumptions used to calculate the value of our stock options, see Note 8, Stock Option Plans, to our audited financial statements included in this report on Form 10-K for the year ended December 31, 2019.
−Removed: For 2019, each named executive officer’s other compensation includes a $3,000 401(k) matching contribution.
−Removed: Reflects a $200,000 sign-on bonus and a discretionary bonus in the amount of $45,000 to be paid in 2020 for 2019 performance.
−Removed: Outstanding Equity Awards at December 31, 2019
−Removed: The following table presents information regarding the outstanding stock options and stock awards held by each of the named executive officers as of December 31, 2019.
−Removed: Option Awards
−Removed: Securities Underlying
−Removed: Unexercised Options (#)
−Removed: Unexercisable
−Removed: Mehrdad Mobasher, M.D.
−Removed: This option vests monthly over 48 months from the vesting commencement date, subject to the named executive officer’s continued service to us through the vesting date.
−Removed: This option is immediately exercisable, provided that any shares acquired prior to vesting are subject to a right of repurchase in favor of the Company in the event the named executive officer terminates employment with us prior to vesting.
−Removed: This option vests as to 25% of the total number of shares subject to the option on the first anniversary of the vesting commencement date and the remaining 75% of the total number of shares subject to the option will vest in 36 substantially equal installments on the last day of each of the 36 months following the first anniversary of the vesting commencement date, subject to the named executive officer’s continuous employment through each vesting date.
−Removed: Base Salaries and Annual Bonuses
−Removed: Our NEOs receive a base salary to compensate them for services rendered to our company.
−Removed: The base salary payable to each NEO is intended to provide a fixed component of compensation reflecting the executive’s skill set, experience, role and responsibilities.
−Removed: In December 2018, our board of directors set each of Dr.
−Removed: Miller’s and Mr.
−Removed: Lea’s annual base salary for 2019 at $300,000 and $350,000, respectively .
−Removed: Mobasher’s joined the Company in February 2019.
−Removed: Pursuant to Dr.
−Removed: Mobasher’s offer letter, he received a base salary of $450,000 per year.
−Removed: In addition to his salary, he received a sign-on bonus of $200,000 that was paid on a periodic basis through November 2019.
−Removed: In December 2019, our board of directors approved increasing Mr.
−Removed: Lea’s annual base salary to $360,500 and Dr.
−Removed: Mobasher’s annual base salary to $463,500 effective as of January 1, 2020.
−Removed: Miller’s annual base salary remains at $300,000.
−Removed: Our named executive officers are eligible to receive annual performance-based bonuses in the discretion of the board of directors.
−Removed: In December 2019, the board of directors granted Dr.
−Removed: Mobasher a bonus of $45,000 to be paid in 2020.
−Removed: Equity Awards
−Removed: In December 2019, the board of directors granted to Dr.
−Removed: Mobasher options to purchase 320,000, 160,000 and 50,000 shares of our common stock, respectively, with an exercise price of $3.54 per share, which vest as to 1/48th of the shares underlying the option on each monthly anniversary of December 12, 2019, subject to the executive’s continued service to us.
−Removed: Employment, Severance and Change in Control Arrangements
−Removed: We are party to an employment agreement or offer letter with each of Dr.
−Removed: Mobasher, which sets forth the terms of their employment as our President and Chief Executive Officer, Chief Financial Officer and Vice President and Chief Medical Officer, respectively.
−Removed: These agreements provided for initial base salaries, eligibility for annual discretionary bonuses and the grants of discretionary equity awards, and standard benefit plan participation.
−Removed: Change in Control and Severance Benefits.
−Removed: Pursuant to Dr.
−Removed: Miller’s and Mr.
−Removed: Lea’s employment agreements and Dr.
−Removed: Mobasher’s change in control severance agreement, in the event that the executive’s employment is terminated by us other than for “cause,”
−Removed: or by the executive for “good reason”
−Removed: (each as defined below) at any time other than during the three month period prior to and twelve month period immediately following a change in control of the Company, the executive is entitled to receive (i) severance payments in an amount equal to nine, or, in the case of Dr.
−Removed: Miller, twelve, months of his then‑existing base salary;
−Removed: and (ii) continued healthcare coverage for the earlier of nine, or, in the case of Dr.
−Removed: Miller, twelve, months, or the date the executive and his dependents, if any, become eligible for healthcare coverage under another employer’s plan(s).
−Removed: In addition, each outstanding equity award that vests subject to the executive’s continued employment will automatically become vested, and, if applicable, all restrictions thereon will lapse, in each case, with respect to (i) in the case of Mr.
−Removed: Mobasher, the number of shares that would have vested in the nine month period following such termination had the executive remained employed or (ii) in the case of Dr.
−Removed: Miller, 100% of the number of shares that would have vested following such termination.
−Removed: Furthermore, pursuant to Dr.
−Removed: Miller’s and Mr.
−Removed: Lea’s employment agreements, as amended and restated, and Dr.
−Removed: Mobasher’s employment agreement, in the event that the executive’s employment is terminated by us other than for “cause”, or by the executive for “good reason”
−Removed: (each as defined below) during the twelve month period immediately following a change in control of the Company, the executive is entitled to receive (i) severance payments in an amount equal to the sum of twelve, or in the case of Dr.
−Removed: Miller, eighteen, months of his then‑existing base salary plus 100%, or, in the case of Dr.
−Removed: Miller, 150%, of his target bonus opportunity, payable in a cash lump sum, less applicable withholdings;
−Removed: and (ii) continued healthcare coverage until the earlier of twelve, or in the case of Dr.
−Removed: Miller, eighteen, months following termination, or the date the executive and his dependents, if any, become eligible for healthcare coverage under another employer’s plan(s).
−Removed: In addition, for Mr.
−Removed: Mobasher, each outstanding equity award that vests subject to executive’s continued employment will automatically become vested, and, if applicable, all restrictions thereon will lapse, in each case, with respect to 100% of the shares subject thereto.
−Removed: Miller, immediately following a change in control of the Company, each outstanding unvested equity award will automatically become vested and, if applicable, all restrictions thereon will lapse, in each case, with respect to 100% of the shares subject thereto.
−Removed: Any such severance payments and accelerated vesting are subject to the executive’s timely execution and non‑revocation of a general release of claims against us and our affiliates.
−Removed: With respect to each of Dr.
−Removed: Miller’s, Mr.
−Removed: Lea’s and Dr.
−Removed: Mobasher’s employment agreements:
−Removed: “Cause”
−Removed: generally means, subject to certain notice requirements and cure rights, the occurrence of any of the following events, as determined by our board of directors or a committee designated by our board, in its sole discretion:
−Removed: the executive’s (i) commission of any felony or any crime involving fraud, dishonesty, or moral turpitude under the laws of the United States or any state thereof;
−Removed: (ii) attempted commission of, or participation in, a fraud or act of dishonesty against us;
−Removed: (iii)intentional, material violation of any contract or agreement with us or of any statutory duty owed to us;
−Removed: (iv) unauthorized use or disclosure of our confidential information or trade secrets;
−Removed: (v) gross misconduct;
−Removed: or, with respect to Dr.
−Removed: Miller’s employment agreement, (vi) willful failure to perform his duties and responsibilities to us.
−Removed: “Good Reason”
−Removed: means, subject to certain notice requirements and cure rights, the executive’s resignation from all positions he then holds with us if (i) there is a material diminution in his duties and responsibilities with us;
−Removed: provided, however, that a change in title or reporting relationship will not constitute good reason;
−Removed: (ii) there is a material reduction of his base salary;
−Removed: provided, however, that a material reduction in base salary pursuant to a salary reduction program affecting all or substantially all of our employees and that does not adversely affect the executive to a greater extent than other similarly situated employees shall not constitute good reason;
−Removed: or (iii) the executive is required to relocate his primary work location to a facility or location that would increase his one‑way commute distance by more than twenty‑five (25) miles from his primary work location as of immediately prior to such change.
−Removed: Pursuant to their respective agreements, our named executive officers are bound by certain restrictive covenants, including covenants relating to confidentiality and/or assignment of intellectual property rights.
−Removed: In addition, Dr.
−Removed: Miller and Mr.
−Removed: Lea are bound by covenants not to solicit our officers or employees during employment and for a specified period following termination of employment.
−Removed: Each named executive officer is also bound by a covenant not to disparage us or our employees, clients, directors or agents or divert or attempt to divert any of our actual or potential business.
−Removed: Defined Contribution Plan
−Removed: We maintain a 401(k) retirement savings plan for the benefit of our employees, including our named executive officers, who satisfy certain eligibility requirements.
−Removed: Under the 401(k) plan, eligible employees may elect to defer a portion of their compensation, within the limits prescribed by the Internal Revenue Code, on a pre‑tax or after‑tax (Roth) basis through contributions to the 401(k) plan.
−Removed: In 2019, we matched 100% of each participant’s contribution to our 401(k) plan up to a maximum match of $3,000 per participant.
−Removed: We believe that providing a vehicle for tax‑deferred retirement savings though our 401(k) plan adds to the overall desirability of our executive compensation package and further incentivizes our employees, including our named executive officers, in accordance with our compensation policies.
−Removed: We provide limited perquisites and other personal benefits to our named executive officers, including the payment of life insurance premiums to the same extent provided to our other employees.
−Removed: We do not view these benefits as a significant component of our executive compensation program.
−Removed: The Compensation Committee monitors our compensation programs on an annual basis and expects to make modifications as necessary to address any changes in our business or risk profile.
−Removed: Compensation Committee Interlocks and Insider Participation
−Removed: None of the members of our compensation committee has at any time been one of our officers or employees.
−Removed: None of our executive officers currently serves, or in the past fiscal year has served, as a member of our board of directors or compensation committee of any entity that has one or more executive officers on our board of directors or compensation committee.
+Added: 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.
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
−Removed: Security Ownership of Certain Beneficial Owners and Management
−Removed: The following table sets forth certain information regarding the ownership of our common stock as of January 31, 2020, by:
−Removed: (i) each of our directors;
−Removed: (ii) each of our named executive officers as set forth in the summary compensation table above;
−Removed: (iii) all of our executive officers and directors as a group;
−Removed: and (iv) all those known by us to be beneficial owners of more than five percent (5%) of our common stock.
−Removed: Beneficial ownership is determined in accordance with the rules of the SEC and generally includes voting or investment power with respect to securities.
−Removed: This table is based upon information supplied by officers, directors and principal stockholders and Forms 3, Forms 4, Forms 5 and Schedules 13D and 13G filed with the SEC.
−Removed: Unless otherwise indicated in the footnotes to this table, we believe that each of the stockholders named in the table has sole voting and
−Removed: dispositive power with respect to the shares indicated as beneficially owned, subject to community property laws where applicable.
−Removed: Shares of our common stock subject to options that are currently exercisable or exercisable within 60 days of January 31, 2020 are deemed to be outstanding and to be beneficially owned by the person holding the options for the purpose of computing the percentage ownership of that person, but are not treated as outstanding for the purpose of computing the percentage ownership of any other person.
−Removed: Applicable percentages are based on 27,953,233 shares outstanding on January 31, 2020, adjusted as required by rules promulgated by the SEC.
−Removed: Unless otherwise indicated, the address of each of the individuals and entities named below is c/o Corvus Pharmaceuticals, Inc., 863 Mitten Road, Suite 102, Burlingame, CA 94010.
−Removed: Shares of Common Stock Beneficial Ownership
−Removed: Name of Beneficial Owner
−Removed: Percent of Total
−Removed: 5% and Greater Stockholders
−Removed: OrbiMed Private Investments V, L.P.(1)
−Removed: Entities affiliated with Adams Street Partners(2)
−Removed: Novo Holdings A/S(4)
−Removed: Named Executive Officers and Directors
−Removed: Miller, M.D.(5)
−Removed: (Terry) Gould III(7)
−Removed: Peter Thompson, M.D.(11)
−Removed: Mehrdad Mobasher, M.D.(13)
−Removed: All executive officers and directors as a group (13 persons)(14)
−Removed: * Denotes ownership percentage less than one percent.
−Removed: As reported on a Form 4 filed with the SEC on August 8, 2019 by Peter A.
−Removed: Thompson, M.D., these securities are held of record by OrbiMed Private Investments V, LP ("OPI V").
−Removed: OrbiMed Capital GP V LLC ("GP V") is the sole general partner of OPI V, and OrbiMed Advisors LLC ("Advisors"), a registered adviser under the Investment Advisors Act of 1940, as amended, is the sole managing member of GP V.
−Removed: By virtue of such relationships, GP V and Advisors may be deemed to have voting and investment power with respect to the securities held by OPI V noted above and as a result may be deemed to beneficially own such securities for purposes of Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the "Exchange Act").
−Removed: Advisors exercised this investment and voting power through a management committee comprised of Carl L.
−Removed: Gordon, Sven H.
−Removed: Borho and Jonathan T.
−Removed: Silverstein, each of whom disclaims beneficial ownership of the Shares held by OPI V.
−Removed: Peter Thompson, M.D., a member of our board of directors, is an employee of Advisors.
−Removed: Each of GP V, Advisors and Dr.
−Removed: Thompson, disclaims beneficial ownership of the shares held by OPI V, except to the extent of its or his pecuniary interest therein, if any.
−Removed: Thompson is obligated to transfer all stock options or other awards of equity-based compensation arrangements for non-employee directors received to OPI V.
−Removed: The address of OrbiMed Advisors is 601 Lexington Avenue (at 53rd Street), 54th Floor, New York, NY 10022 4629.
−Removed: As reported on a Form 4 filed with the SEC on June 24, 2019 by Adams Street Partners, LLC.
−Removed: Consists of (a) 69,864 shares held by Adams Street 2015 Direct Venture/Growth Fund LP ("AS 2015"), 236,128 shares held by Adams Street Venture/Growth Fund VI LP ("ASVG VI"), 67,769 shares held by Adams Street 2016 Direct Venture/Growth Fund LP ("AS 2016"), 87,668 shares held by Adams Street 2017 Direct Venture/Growth Fund LP ("AS 2017"), 126,806 shares held by Adams Street 2018 Direct Venture/Growth Fund LP ("AS 2018"), 694,854 shares held by Adams Street 2011 Direct Fund LP ("AS 2011"), 715,361 shares held by Adams Street 2012 Direct Fund LP ("AS 2012"), 541,133 shares held by Adams Street 2013 Direct Fund LP ("AS 2013") and 736,033 shares held by Adams Street 2014 Direct Fund LP ("AS 2014").
−Removed: Gould, a member of our board of directors, is a partner of Adams Street Partners, LLC.
−Removed: Adams Street Partners, LLC, as the managing member of the general partner of the general partner of AS 2015, ASVG VI, AS 2016, AS 2017, AS2018, AS2011, AS2012, AS2013 and AS2014, may be deemed to beneficially own the shares held by AS 2015, ASVG VI, AS 2016, AS 2017, AS2018, AS2011, AS2012, AS2013 and AS2014.
−Removed: Bremner, Jeffrey T.
−Removed: Diehl, Elisha P.
−Removed: Gould, Robin Murray, Fred Wang and Michael R.
−Removed: Zappert, each of whom is a partner of Adams Street Partners, LLC (or a subsidiary thereof), may be deemed to have shared voting and investment power over the shares held by AS 2015, ASVG VI, AS 2016, AS 2017, AS2018AS 2011, AS 2012, AS 2013 and AS 2014.
−Removed: Adams Street Partners, LLC and Thomas S.
−Removed: Bremner, Jeffrey T.
−Removed: Diehl, Elisha P.
−Removed: Gould, Robin Murray, Fred Wang and Michael R.
−Removed: Zappert disclaim beneficial ownership of the
−Removed: shares held by each of AS 2015, ASVG VI, AS 2016, AS 2017, AS2018AS 2011, AS 2012, AS 2013 and AS 2014 except to the extent of their pecuniary interest therein.
−Removed: The address of Adams Street Partners, LLC is One North Wacker Drive, Suite 2700, Chicago, IL 60606 2823.
−Removed: As reported on a Form 13 G/A filed with the SEC on February 18, 2020 by Biotechnology Value Fund, L.P.
−Removed: As of the close of business on December 31, 2019, BVF held 1,458,000 Warrants exercisable for an aggregate of 1,458,000 Shares (the “Warrants”).
−Removed: The Warrants may not be exercised if, after such exercise, BVF would beneficially own, as determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, more than 9.99% of the number of Shares then issued and outstanding (the “Beneficial Ownership Limitation”).
−Removed: Such Warrants have an initial exercise price of $0.0001 per share, subject to adjustment pursuant to the terms of the Warrants.
−Removed: As of December 31, 2019, the Beneficial Ownership Limitation limits the aggregate exercise of the Warrants by the Reporting Persons to 1,293,609 out of the 1,458,000 Shares underlying the Warrants owned by the Reporting Persons in the aggregate.
−Removed: In providing beneficial ownership described herein, the Reporting Persons have assumed 746,000 out of 746,000 Warrants owned by BVF would be exercised, 547,609 out of 606,000 Warrants owned by BVF2 would be exercised, and zero out of 106,000 Warrants owned by Trading Fund OS would be exercised.
−Removed: As of the close of business on December 31, 2019, (i) BVF beneficially owned 1,559,939 Shares, including 746,000 Shares issuable upon the exercise of certain Warrants, (ii) BVF2 beneficially owned 1,155,971 Shares, including 547,609 Shares issuable upon the exercise of certain Warrants and (iii) Trading Fund OS beneficially owned 107,396 Shares.
−Removed: BVF GP, as the general partner of BVF, may be deemed to beneficially own the 1,559,939 Shares beneficially owned by BVF.
−Removed: BVF2 GP, as the general partner of BVF2, may be deemed to beneficially own the 1,155,971 Shares beneficially owned by BVF2.
−Removed: Partners OS, as the general partner of Trading Fund OS, may be deemed to beneficially own the 107,396 Shares beneficially owned by Trading Fund OS.
−Removed: BVF GPH, as the sole member of each of BVF GP and BVF2 GP, may be deemed to beneficially own the 2,715,910 Shares beneficially owned in the aggregate by BVF and BVF2.
−Removed: Partners, as the investment manager of BVF, BVF2 and Trading Fund OS, and the sole member of Partners OS, may be deemed to beneficially own the 2,921,177 Shares beneficially owned in the aggregate by BVF, BVF2, Trading Fund OS, and a certain Partners managed account (the “Partners Managed Account”), including 97,871 Shares held in the Partners Managed Account.
−Removed: BVF Inc., as the general partner of Partners, may be deemed to beneficially own the 2,921,177 Shares beneficially owned by Partners.
−Removed: The address of Biotechnology Value Fund, L.P.
−Removed: is 44 Montgomery Street, 40th Floor, San Francisco, California 94104.
−Removed: As reported on a Form 13F-HR filed with the SEC on February 14, 2020 by Novo Holdings A/S.
−Removed: The address of Novo A/S is Tuborg Havnevej 19, 2900 Hellerup, Denmark.
−Removed: Consists of 1,178,515 shares of common stock held by Richard A.
−Removed: Miller and Sandra J.
−Removed: Horning, Trustees of the Miller Horning Family Trust u/a/d January 25, 1985 (Miller Horning Trust), and 798,439 shares of our common stock issuable upon exercise of stock options exercisable within 60 days of January 31, 2020.
−Removed: Miller has shared voting, investment and dispositive power over the shares held by the Miller Horning Trust.
−Removed: Consists of 60,000 shares of our common stock issuable upon exercise of stock options exercisable within 60 days of January 31, 2020.
−Removed: Consists of 69,864 shares held directly by Adams Street 2015 Direct Venture/Growth Fund LP, 236,128 shares held by Adams Street Venture/Growth Fund VI LP, 67,769 shares held by Adams Street 2016 Direct Venture/Growth Fund LP, 87,668 shares held by Adams Street 2017 Direct Venture/Growth Fund LP, 126,806 shares held by Adams Street 2018 Direct Venture/Growth Fund LP, 694,854 shares held by Adams Street 2011 Direct Fund LP, 715,361 shares held by Adams Street 2012 Direct Fund LP, 541,133 shares held by Adams Street 2013 Direct Fund LP and 736,033 shares held by Adams Street 2014 Direct Fund LP and 60,000 shares of our common stock issuable upon exercise of stock options exercisable within 60 days of January 31, 2020.
−Removed: Gould disclaims beneficial ownership of the shares listed in footnote (2), except to the extent of his pecuniary interest therein.
−Removed: Consists of 10,000 shares of our common stock issuable upon exercise of stock options exercisable within 60 days of January 31, 2020.
−Removed: Consists of 60,000 shares of our common stock issuable upon exercise of stock options exercisable within 60 days of January 31, 2020.
−Removed: Consists of 60,000 shares of our common stock issuable upon exercise of stock options exercisable within 60 days of January 31, 2020.
−Removed: Consists of 6,767,584 shares of our common stock held by OrbiMed Private Investments V, L.P.
−Removed: (“OrbiMed”).
−Removed: Thompson disclaims beneficial ownership of the shares held by OrbiMed except to the extent of his pecuniary interest therein.
−Removed: Also consists of 60,000 shares of our common stock issuable upon exercise of stock options exercisable within 60 days of January 31, 2020.
−Removed: Consists of 149,206 shares of our common stock held by Mr.
−Removed: Lea and Deborah Karlson, Trustees of the Karlson Lea Family Trust UTA dated February 11, 1998 (Karlson Lea Trust), 50,200 shares of our common stock held by the Leiv Lea IRA Contributory and 144,064 shares of our common stock issuable upon exercise of stock options exercisable within 60 days of January 31, 2020.
−Removed: Lea has shared voting, investment and dispositive power over the shares held by the Karlson Lea Trust.
−Removed: Consists of 64,375 shares of our common stock issuable upon exercise of stock options exercisable within 60 days of January 31, 2020.
−Removed: Includes 11,949,853 shares of our common stock and 1,844,799 shares of our common stock issuable upon exercise of stock options exercisable within 60 days of January 31, 2020.
−Removed: Securities Authorized for Issuance Under Equity Compensation Plans
−Removed: The following table provides information about the securities authorized for issuance under our equity compensation plans as of December 31, 2019.
−Removed: available for
−Removed: Weighted‑
−Removed: future issuance
−Removed: average exercise
−Removed: plans (excluding
−Removed: Plan category
−Removed: Equity compensation plans approved by stockholders(1)(2)(3)
−Removed: Equity compensation plans not approved by stockholders
−Removed: Consists of 6,767,584 shares of our common stock held by OrbiMed Private Investments V, L.P.
−Removed: (“OrbiMed”).
−Removed: Thompson disclaims beneficial ownership of the shares held by OrbiMed except to the extent of his pecuniary interest therein.
−Removed: Also consists of 60,000 shares of our common stock issuable upon exercise of stock options exercisable within 60 days of January 31, 2020.
−Removed: The 2016 Equity Incentive Award Plan contains an “evergreen”
−Removed: provision, pursuant to which the number of shares of common stock reserved for issuance or transfer pursuant to awards under the 2016 Equity Incentive Award Plan shall be increased on the first day of each year beginning in 2017 and ending in 2026, equal to the lesser of (A) four percent (4.0%) of the shares of common stock outstanding (on an as converted basis) on the last day of the immediately preceding fiscal year and (B) such smaller number of shares of stock as determined by our board of directors;
−Removed: provided, however, that no more than 15,000,000 shares of stock (subject to stock splits, dividends, recapitalizations and the like) may be issued upon the exercise of incentive stock options.
−Removed: The 2016 Employee Stock Purchase Plan contains an “evergreen”
−Removed: provision, pursuant to which the maximum number of shares of our common stock authorized for sale under the 2016 Employee Stock Purchase Plan shall be increased on the first day of each year beginning in 2017 and ending in 2026, equal to the lesser of (A) one percent (1.0%) of the shares of common stock outstanding (on an as converted basis) on the last day of the immediately preceding fiscal year and (B) such number of shares of common stock as determined by our Board;
−Removed: provided, however, no more than 3,000,000 shares of our common stock may be issued thereunder.
−Removed: Includes 400,000 shares available for issuance under the 2016 Employee Stock Purchase Plan.
+Added: 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.
Certain Relationships and Related Transactions and Director Independence
−Removed: Certain Relationships and Related Party Transactions
−Removed: Policies and Procedures for Related Party Transactions
−Removed: Our board of directors has adopted a written related party transaction policy to set forth the policies and procedures for the review and approval or ratification of related person transactions.
−Removed: This policy will cover, with certain exceptions set forth in Item 404 of Regulation S‑K, any transaction, arrangement or relationship, or any series of similar transactions, arrangements or relationships in which we were or are to be a participant, where the amount involved exceeds $120,000 and a related party had, has or will have a direct or indirect material interest, including, without limitation, purchases of goods or services by or from the related party or entities in which the related party has a material interest, indebtedness, guarantees of indebtedness and employment by us of a related party.
−Removed: As provided by our related party transaction policy, our audit committee will be responsible for reviewing and approving in advance the related party transactions covered by our related party transaction policies and procedures.
−Removed: Certain Related Party Transactions
−Removed: We describe below transactions and series of similar transactions since January 1, 2019, to which we were a party or will be a party, in which (i) the amounts involved exceeded or will exceed $120,000 and (ii) any of our directors, executive officers, holders of more than five percent of our capital stock or any member of their immediate family had or will have a direct or indirect material interest.
−Removed: Director and Executive Officer Agreements and Compensation
−Removed: See the sections titled “Director Compensation”
−Removed: and “Executive Compensation”
−Removed: for more information regarding compensation of our directors and executive officers.
−Removed: Employment Agreements
−Removed: We have entered into employment agreements with our executive officers.
−Removed: For more information regarding these agreements, see the section titled “Executive Compensation.”
−Removed: Indemnification Agreements and Directors’
−Removed: and Officers’
−Removed: Liability Insurance
−Removed: We have entered into indemnification agreements with each of our directors and executive officers.
−Removed: These agreements require us to, among other things, indemnify each director and executive officer to the fullest extent permitted by Delaware law, including indemnification of expenses such as attorneys’
−Removed: fees, judgments, penalties, fines and settlement amounts incurred by the director or executive officer in any action or proceeding, including any action or proceeding by or in right of us, arising out of the person’s services as a director or executive officer.
−Removed: We have obtained an insurance policy that insures our directors and officers against certain liabilities, including liabilities arising under applicable securities laws.
−Removed: Investors’
−Removed: Rights Agreement
−Removed: We are party to an amended and restated investors’
−Removed: rights agreement, dated as of September 16, 2015, pursuant to which certain of our stockholders, including certain holders of five percent (5%) or more of our capital stock and entities affiliated with certain of our directors, have the right to demand that we file a registration statement for their shares of our common stock or request that their shares of our common stock be covered by a registration statement that we are otherwise filing.
−Removed: As of December 31, 2019, the holders of approximately 10 million shares of our common stock are entitled to rights with respect to the registration of such shares under the Securities Act.
−Removed: Independence of the Board of Directors
−Removed: Our board of directors currently consists of seven (7) members.
−Removed: Our board of directors has determined that all of our directors, other than Dr.
−Removed: Miller, qualify as independent directors in accordance with the Nasdaq Global Market (“Nasdaq”) listing requirements.
−Removed: Miller is not considered independent because he is an employee of the Company.
−Removed: Nasdaq’s independence definition includes a series of objective tests, such as that the director is not, and has not been for at least three (3) years, one of our employees and that neither the director nor any of his or her family members has engaged in various types of business dealings with us.
−Removed: In addition, as required by Nasdaq rules, our board of directors has made a subjective determination as to each independent director that no relationships exist that, in the opinion of our board of directors, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director.
−Removed: In making these determinations, our board of directors reviewed and discussed information provided by the directors and us with regard to each director’s business and personal activities and relationships as they may relate to us and our management.
−Removed: There are no family relationships among any of our directors or executive officers.
−Removed: As required under Nasdaq rules and regulations, our independent directors meet in regularly scheduled executive sessions at which only independent directors are present.
+Added: 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.
Principal Accountant Fees and Services
−Removed: Independent Registered Public Accounting Firm Fees And Services
−Removed: The following table represents aggregate fees billed or to be billed to us for fiscal years ended December 31, 2019 and 2018, respectively, by PricewaterhouseCoopers LLP, our independent registered public accounting firm .
−Removed: Fiscal Year Ended
−Removed: Audit Fees(1)
−Removed: Audit‑Related Fees(2)
−Removed: All Other Fees(4)
−Removed: This category consists of fees for professional services rendered in connection with the audit of our annual financial statements, review of our quarterly financial statements, assistance with registration statements filed with the SEC and services that are normally provided by the independent registered public accounting firm in connection with statutory and regulatory filings or engagements.
−Removed: Audit fees for 2018 included fees associated with our follow-on offering in March 2018.
−Removed: Audit-Related Fees.
−Removed: This category consists of fees for professional services rendered that are reasonably related to the performance of the audit or review of our financial statements.
−Removed: This category consists of fees for services provided for tax consultation services.
−Removed: All Other Fees.
−Removed: This category consists of fees for all other services that are not reported above.
−Removed: All fees described above were approved by our board of directors or the audit committee of the board of directors.
−Removed: Pre-Approval Policies and Procedures
−Removed: The audit committee has adopted policies and procedures for the pre‑approval of audit and non‑audit services provided by our independent registered public accounting firm, PricewaterhouseCoopers LLP.
−Removed: The policy generally requires pre‑approval for specified services in the defined categories of audit services, audit‑related services and tax services.
−Removed: The pre‑approval of services may be delegated to one or more of the audit committee’s members, but the decision must be reported to the full audit committee at its next scheduled meeting.
−Removed: The audit committee reviews both audit and non‑audit services performed by PricewaterhouseCoopers LLP and the fees charged for such services.
−Removed: Among other things, the audit committee reviews non‑audit services proposed to be provided by PricewaterhouseCoopers LLP and pre‑approve such services only if they are compatible with maintaining PricewaterhouseCoopers LLP’s status as an independent registered public accounting firm.
−Removed: All services provided by PricewaterhouseCoopers LLP in 2019 and 2018 were pre‑approved by our board of directors or the audit committee after review of each of the services proposed for approval.
+Added: 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.
Exhibits and Financial Statement Schedules
(1) Financial Statements:
−Removed: The financial statements required by Item 15(a) are filed as part of this Annual Report on Form 10‑K under Item 8 “Financial Statements and Supplementary Data.”
+Added: 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:
−Removed: All schedules are omitted because they are not applicable or the required information is shown in the financial statements or notes thereto.
+Added: All schedules are omitted because they are not applicable or the required information is shown in the consolidated financial statements or notes thereto.
+Added: (3) Exhibits.
EXHIBIT INDEX
5 unchanged sentences
Form of Common Stock Certificate.
−Removed: Amended and Restated Investors’
−Removed: Rights Agreement, dated September 16, 2015, by and among Corvus Pharmaceuticals, Inc.
+Added: Amended and Restated Investors’ Rights Agreement, dated September 16, 2015, by and among Corvus Pharmaceuticals, Inc.
and the investors listed therein.
Form of Warrant
−Removed: Description of Registrant’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934
+Added: Description of Registrant’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934
Office Lease, dated as of January 27, 2015, by and between Corvus Pharmaceuticals, Inc.
35 unchanged sentences
and William B.
−Removed: Offer Letter, dated as of December 28, 2014, by and between Corvus Pharmaceuticals, Inc.
−Removed: Change in Control and Severance Agreement, dated December 23, 2015, by and between Corvus Pharmaceuticals, Inc.
−Removed: Offer Letter, dated as of November 22, 2017 by and between Corvus Pharmaceuticals, Inc.
−Removed: and Daniel Hunt.
−Removed: Change in Control and Severance Agreement dated December 13, 2017, by and between Corvus Pharmaceuticals, Inc.
−Removed: and Daniel Hunt.
Employment Agreement, dated as of November 26, 2014 by and between Corvus Pharmaceuticals, Inc.
and Joseph J.
+Added: Transition and Consulting Agreement, dated as of June 30, 2020 by and between Corvus Pharmaceuticals, Inc.
+Added: and Joseph J.
Offer Letter, dated as of January 7, 2019 by and between Corvus Pharmaceuticals, Inc.
5 unchanged sentences
Non-Employee Director Compensation Program.
−Removed: 10.14(a)†
License Agreement, dated February 25, 2015, by and between Corvus Pharmaceuticals, Inc.
and Vernalis (R&D) Limited.
−Removed: 10.14(b)†
Amendment to License Agreement dated November 5, 2015, by and between Corvus Pharmaceuticals, Inc.
and Vernalis (R&D) Limited.
−Removed: 10.15†
License Agreement, dated December 20, 2014, by and between Corvus Pharmaceuticals, Inc.
and The Scripps Research Institute
−Removed: 10.16(a)†
Phase I/IB Combination Study Agreement , dated October 5, 2015, by and between Corvus Pharmaceuticals, Inc.
and Genentech, Inc.
−Removed: Incorporated by Reference
−Removed: Exhibit Description
Amendment No.
−Removed: 1 to the Phase I/IB Combination Study Agreement, dated December 20, 2017, by and between Corvus Pharmaceuticals, Inc.
+Added: 1 to the Phase I/IB Combination Study Agreement , dated D ecember 20 , 2017, by and between Corvus Pharmaceuticals, Inc.
and Genentech, Inc.
−Removed: 10.16(c) ††
Amendment No.
3 unchanged sentences
and Genentech, Inc.
+Added: Incorporated by Reference
+Added: Exhibit Description
Amendment No.
1 unchanged sentence
and Genentech, Inc.
−Removed: 10.18††
Exclusive License Agreement dated April 21, 2017, by and between Corvus Pharmaceuticals, Inc.
2 unchanged sentences
and Biotechnology Value Trading Fund OS, L.P.
+Added: 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.
+Added: Open Market Sale Agreement, dated March 9, 2020, by and between Corvus Pharmaceuticals, Inc.
+Added: and Jefferies LLC.
+Added: List of subsidiaries
Consent of Independent Registered Public Accounting Firm.
3 unchanged sentences
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.
−Removed: XBRL Instance Document.
−Removed: XBRL Taxonomy Extension Schema Document.
−Removed: XBRL Taxonomy Extension Calculation Linkbase Document.
−Removed: XBRL Taxonomy Extension Definition Linkbase Document.
−Removed: XBRL Taxonomy Extension Label Linkbase Document.
−Removed: XBRL Taxonomy Extension Presentation Linkbase Document.
+Added: Inline XBRL Instance Document.
+Added: Inline XBRL Taxonomy Extension Schema Document.
+Added: Inline XBRL Taxonomy Extension Calculation Linkbase Document.
+Added: Inline XBRL Taxonomy Extension Definition Linkbase Document.
+Added: Inline XBRL Taxonomy Extension Label Linkbase Document.
+Added: Inline XBRL Taxonomy Extension Presentation Linkbase Document.
+Added: The cover page of Corvus Pharmaceuticals, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2020, formatted in Inline XBRL (contained in Exhibit 101)
† Confidential treatment has been granted for a portion of this exhibit.
−Removed: ††
Portions of this exhibit have been omitted in accordance with Item 601(b)(10) of Regulation S-K.
32 unchanged sentences
March 25, 2021
+Added: MITCHELL, M.D.
March 25, 2021
+Added: Mitchell, M.D.
+Added: March 25, 2021
/s/ PETER THOMPSON, M.D.
2 unchanged sentences
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.