Corvus Pharmaceuticals, Inc. 10-Q

Item 5. Other Information ​ Rule 10b5-1 Trading Arrangements ​ During the quarter ended June 30, 2024, none of our directors or officers (as defined in Rule 16a-1(f) under the Securities Exchange Act of 1934, as amended) adopted , modified or terminated a “ Rule 10b5-1 trading arrangement ” or a “ non-Rule 10b5-1 trading arrangement ”, as each term is defined in Item 408(a) of Regulation S-K. ​ Termination of 2023 Sales Agreement ​ On March 28, 2023, we entered into an open market sale agreement (the “2023 Sales Agreement”) with Jefferies LLC (“Jefferies”) to sell shares of our common stock, par value $0.0001 per share (the “Common Stock”) from time-to-time, with aggregate gross sales proceeds of up to $90.0 million, through Jefferies as our sales agent. On May 1, 2024, we amended the 2023 Sales Agreement to decrease the aggregate gross sales proceeds that may be sold pursuant to the 2023 Sales Agreement from $90.0 million to $8.2 million, which decreased the amount available for sale to $100,000. On August 6, 2024, we terminated the 2023 Sales Agreement effective immediately. ​ Jefferies Sales Agreement ​ On August [6], 2024 we entered into an open market sale agreement (the “2024 Sales Agreement”) with Jefferies to sell Common Stock, from time to time, with aggregate gross sales proceeds of up to $100.0 million, through an at-the-market equity offering program (the “ATM Program”) with Jefferies as our sales agent. ​ Jefferies may sell the Common Stock by any method that is deemed to be an “at-the-market offering” as defined in Rule 415 of the Securities Act of 1933, as amended, including sales made directly on the Nasdaq Global Market (“Nasdaq”) or any other trading market for the Common Stock. Jefferies will use commercially reasonable efforts, consistent with its normal sales and trading practices and applicable state and federal laws, rules and regulations and the rules of Nasdaq, to sell the Common Stock from time to time, based upon instructions from us (including any price, time or size limits or other customary parameters or conditions the Company may impose). We will pay Jefferies a 80 Table of Contents commission of up to 3.0% of the gross sales proceeds of any Common Stock sold through Jefferies under the 2024 Sales Agreement and have provided Jefferies with customary indemnification rights. ​ We are not obligated to make any sales of Common Stock under the 2024 Sales Agreement. The offering of shares of Common Stock pursuant to the 2024 Sales Agreement will terminate upon the termination of the 2024 Sales Agreement as permitted therein. ​ The foregoing description of the 2024 Sales Agreement is qualified in its entirety by reference to the 2024 Sales Agreement, a copy of which will be filed as an exhibit to the 2024 Registration Statement (as defined below). ​ The shares of Common Stock being offered pursuant to the 2024 Sales Agreement will be offered and sold pursuant to a shelf registration statement on Form S-3 (the “2024 Registration Statement”) that we intend to file with the Securities and Exchange Commission and a prospectus relating to the ATM Program which will be included in the 2024 Registration Statement. None of our securities, including any shares of Common Stock, may be sold under the 2024 Sales Agreement, and no offers to buy such securities may be accepted, prior to the time the 2024 Registration Statement becomes effective. ​ The legal opinion of Latham & Watkins LLP relating to the shares of Common Stock being offered pursuant to the 2024 Sales Agreement will be filed as Exhibit 5.1 to the 2024 Registration Statement. ​ This report shall not constitute an offer to sell or the solicitation of an offer to buy the securities discussed herein, nor shall there be any offer, solicitation, or sale of the securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state. ​ 81 Table of Contents Item 6. Exhibits 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 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 10.1 ​ Securities Purchase Agreement, dated May 1, 2024, between the Company and the Investors ​ 8-K ​ 5/6/2024 ​ 10.1 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 31.1 ​ Certification of Chief Executive Officer required by Rule 13a-14(a) or Rule 15d-14(a). ​ ​ ​ ​ ​ ​ ​ X ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 31.2 ​ Certification of Chief Financial Officer required by Rule 13a-14(a) or Rule 15d-14(a). ​ ​ ​ ​ ​ ​ ​ X ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 32.1* ​ Certification required by Rule 13a-14(b) or Rule 15d-14(b) and Section 1350 of Chapter 63 of Title 18 of the United States Code (18 U.S.C. §1350). ​ ​ ​ ​ ​ ​ ​ X ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 101.INS ​ XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL 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 Definitions 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 Quarterly Report on Form 10-Q for the three months ended June 30, 2024, formatted in Inline XBRL (contained in Exhibit 101). ​ ​ ​ ​ ​ ​ ​ X * The certification attached as Exhibit 32.1 that accompanies this Quarterly Report on Form 10-Q is not deemed filed 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 Quarterly Report on Form 10-Q, irrespective of any general incorporation language contained in such filing. ​ ​ 82 Table of Contents 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: August 6, 2024 By: /s/ Richard. A. Miller ​ ​ Richard A. Miller, M.D. ​ ​ President, Chief Executive Officer and Director ​ ​ (Principal Executive Officer) ​ ​ ​ Date: August 6, 2024 By: /s/ Leiv Lea ​ ​ Leiv Lea ​ ​ Chief Financial Officer ​ ​ (Principal Financial and Accounting Officer) ​ ​ ​ ​ ​ ​ 83