(Former Name, Former Address and Former Fiscal Year if Changed Since Last Report): N/A

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ~~[X]~~ ☒ No ~~[ ]~~☐

Indicate by check mark whether the registrant has submitted electronically ~~and posted on its corporate Web site, if any,~~ every Interactive Data File required to be submitted ~~and posted~~ pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit ~~and post~~ such files). Yes ~~[X]~~ ☒ No ~~[ ]~~☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ~~[X]~~☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ~~[ ]~~☐ No ~~[X]~~☒

As of ~~November 3, 2017, 54,873,010~~August 4, 2022, 125,268,381 shares of the registrant’s common stock, $0.0001 par value, were issued and outstanding.

Quarterly Report on Form 10-Q for the Quarter Ended ~~September~~June 30, ~~2017~~2022

1.NATURE OF OPERATIONS

1.	~~NATURE OF OPERATIONS~~

Business

~~Business~~

Corbus Pharmaceuticals Holdings, Inc. (the “Company” or “Corbus”) is ~~a clinical stage pharmaceutical company,~~ focused on the development of immune modulators that will have application in disease states spanning from immuno-oncology to fibrosis. Corbus’ current pipeline includes anti-integrin monoclonal antibodies that block activation of TGFβ and ~~commercialization of novel therapeutics~~small molecules that activate or inhibit the endocannabinoid system. The Company plans to ~~treat rare, chronic,~~expand its pipeline in immuno-oncology through internal efforts and ~~serious inflammatory and fibrotic diseases.~~business development. Since its inception, the Company has devoted substantially all of its efforts to business planning, research and development, recruiting management and technical staff, acquiring operating assets and raising capital. The Company’s business is subject to significant risks and uncertainties and the Company will be dependent on raising substantial additional capital before it becomes profitable and it may never achieve profitability.

The condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All significant intercompany transactions and accounts have been eliminated in consolidation. In the opinion of management of the Company, the accompanying unaudited condensed consolidated interim financial statements reflect all adjustments (which include only normal recurring adjustments) necessary to present fairly, in all material respects, the consolidated financial position of the Company as of ~~September~~June 30, ~~2017,~~2022 and the results of its operations and changes in stockholders’ equity for the three ~~months~~ and ~~nine~~six months ended ~~September~~June 30, ~~2017~~2022 and ~~2016~~2021 and its cash flows for the ~~nine~~six months ended ~~September~~June 30, ~~2017~~2022 and ~~2016.~~2021. The December 31, ~~2016~~2021 condensed consolidated balance sheet was derived from audited financial statements. The Company prepared the condensed consolidated financial statements following the requirements of the ~~SEC~~U.S. Securities and Exchange Commission (the “SEC”) for interim reporting. Accordingly, certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles in the United States (“GAAP) have been condensed or omitted. It is suggested that these condensed consolidated financial statements be read in conjunction with the financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, ~~2016,~~2021, filed on March 8, ~~2017.~~2022 (the “2021 Annual Report”). The results of operations for such interim periods are not necessarily indicative of the operating results for the full fiscal year.

2.	~~LIQUIDITY~~

The Company is continuing to monitor the impact of the COVID-19 pandemic on its business and operations.

2.LIQUIDITY

The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern, which contemplates continuity of operations, realization of assets and the satisfaction of liabilities and commitments in the normal course of business. The Company has incurred recurring losses since inception and as of June 30, 2022, had an accumulated deficit of $372,420,000. The Company anticipates operating losses ~~and negative cash flows from operations~~ to continue for the foreseeable future due to, among other things, costs related to research funding, development of its product candidates and its preclinical and clinical programs, strategic alliances and the development of its administrative organization. The Company has incurred recurring losses since inception and as of September 30, 2017, had an accumulated deficit of $55,004,411. On October 26, 2017, the Company consummated an underwritten public offering of shares of its common stock pursuant to which the Company sold an aggregate of 4,650,000 shares of its common stock to institutional investors at a purchase price of $7.00 per share with net proceeds to the Company totaling approximately $30,397,000 (“October 2017 Offering”) (See Notes 9 and 13). The Company expects the cash, ~~on hand~~cash equivalents, and investments of ~~$36,597,469~~approximately $73,303,000 at ~~September~~June 30, 2017 together with the proceeds from the October 2017 Offering and the remaining milestone payment of $500,000 from the Cystic Fibrosis Foundation Therapeutics, Inc. (“CFFT”), which the Company received in the fourth quarter of 2017 (See Note 8),2022 to be sufficient to meet its operating and capital requirements at least 12twelve months from the filing of this Quarterly Report on Form 10-Q.

Should the Company be unable to raise sufficient additional capital, the Company may be required to undertake cost-cutting measures including delaying or discontinuing certain clinical activities. The Company will need to raise significant additional capital to continue to fund the clinical trials for anabasum. The Company may seek to sell common or preferred equity or convertible debt securities, enter into a credit facility or another form of third-party funding, or seek other debt financing. The sale of equity and convertible debt securities may result in dilution to the Company’s stockholders and certain of those securities may have rights senior to those of the Company’s common shares. If the Company raises additional funds through the issuance of preferred stock, convertible debt securities or other debt financing, these securities or other debt could contain covenants that would restrict the Company’s operations. Any other third-party funding arrangement could require the Company to relinquish valuable rights.

The source, timing and availability of any future financing will depend principally upon market conditions, and, more specifically, on the progress of the Company’s clinical development programs. Funding may not be available when needed, at all, or on terms acceptable to the Company. Lack of necessary funds may require the Company to, among other things, to delay, scale back or eliminate some or all of the Company’s planned clinical or preclinical trials.

3.SIGNIFICANT ACCOUNTING POLICIES

A summary of the significant accounting policies followed by the Company in the preparation of the financial statements is as follows:

Consolidation

The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All significant intercompany transactions and accounts have been eliminated in consolidation.

Use of Estimates

The ~~process~~preparation of ~~preparing~~ financial statements in conformity with ~~accounting principles generally accepted in the United States of America~~GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, ~~and~~the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of ~~revenues~~revenue and expenses during the reporting ~~period.~~periods. Actual results could differ from those estimates and changes in estimates may occur. The most significant estimates are related to ~~the expected performance period under the Company’s development award agreement with CFFT (See Note 8), stock based~~stock-based compensation, ~~and~~ the accrual of research, product development and clinical ~~obligations.~~

~~Prior to the registration of its common stock~~obligations, lease obligations, and the ~~subsequent public listing~~valuation of the common stock, the Company had granted stock options at exercise prices not less than the fair value of its common stock as determined by the board of directors, with input from management. The Company’s board of directors determined the estimated fair value of the common stock based on a number of objectivewarrants discussed in Note 14.

Cash, Cash Equivalents, and ~~subjective factors, including external market conditions affecting the biotechnology industry sector and the historic prices at which the Company sold shares of preferred stock.~~

~~Reclassifications~~

~~The Company has~~reclassified certain prior period amounts to conform to the current period financial statement presentation, specifically in the presentation of the cash flow statement for the comparable prior period as a result of the ~~Company’s early adoption in the fourth quarter of 2016 of ASU No. 2016-18,~~Restricted Cash ~~(a consensus of the FASB Emerging Issues Task Force~~~~) (“ASU 2016-18~~”). ASU 2016-18 requires companies to show the changes in the total of cash, cash equivalents, restricted cash and restricted cash equivalents in the statement of cash flows and as a result, transfers between cash and cash equivalents and restricted cash and restricted cash equivalents will no longer be presented in the statement of cash flows. ASU 2016-18 is being applied using a retrospective transition method to each period presented. The impact on prior periods was not material to the Company’s financial statements.

~~Cash and Cash Equivalents~~

The Company considers only those investments which are highly liquid, readily convertible to cash, and that mature within three months from date of purchase to be cash equivalents. ~~Marketable investments are those with maturities in excess of three months.~~ At ~~September~~June 30, ~~2017~~2022 and December 31, ~~2016,~~2021, cash equivalents were comprised of money market funds. ~~The Company had no marketable investments at September 30, 2017 and December 31, 2016.~~

Restricted cash as of ~~September~~June 30, ~~2017 and December 31, 2016~~2022 included ~~a $150,000 collateral account~~security for ~~the Company’s corporate credit cards and is classified in current assets. Additionally, as of September 30, 2017 and December 31, 2016 restricted cash included~~ a stand-by letter of credit issued in favor of a landlord for ~~$50,000~~$669,900 of which $192,475 was classified in current assets ~~as of September 30, 2017~~ and $477,425 was classified in noncurrent assets as of ~~December 31, 2016 (See Note 5).~~June 30, 2022.

Cash, ~~and~~ cash equivalents, ~~consist~~and restricted cash consisted of the following:


	September 30, 2017		December 31, 2016		June 30, 2022		December 31, 2021
Cash	$	219,141	$	1,127,530	$	3,988,041	$	6,751,593
Money market fund		36,378,328		13,864,727
Cash Equivalents						21,782,624		18,255,039
Cash and cash equivalents		36,597,469		14,992,257	$	25,770,665	$	25,006,632

Restricted cash, current		200,000		150,000		192,475		192,475
Restricted cash, noncurrent		—		50,000		477,425		477,425
Restricted cash		200,000		200,000		669,900		669,900
Total cash, cash equivalents, and restricted cash shown in the statement of cash flows	$	36,797,469	$	15,192,257
Total cash, investments, and restricted cash shown in the statement of cash flows					$	26,440,565	$	25,676,532

~~Financial Instruments~~

~~The carrying amounts reported in~~As of June 30, 2022, all of the ~~consolidated balance sheet for~~Company’s cash and cash equivalents ~~receivables, accounts payable~~was held in the United States, except for approximately $2,987,000 of cash which was held in its subsidiaries in the United Kingdom and ~~accrued expenses approximate~~Australia. As of December 31, 2021, all of the Company’s cash was held in the United States, except for approximately $5,752,000 of cash which was held principally in its subsidiary in the United Kingdom.

Investments consist of debt securities and term deposits with maturities greater than 90 days at their acquisition date. The Company has classified its investments with maturities beyond one year as current, based on their highly liquid nature and because such marketable securities represent the investment of cash that is available for current operations.

The Company classifies all of its marketable debt securities as available-for-sale securities. The Company’s marketable debt securities are measured and reported at fair value ~~based~~using quoted prices in active markets for similar securities. Unrealized gains and losses on available-for-sale debt securities are reported as accumulated other comprehensive gain or loss, which is a separate component of stockholders’ equity. The cost of debt securities sold is determined on a specific identification basis, and realized gains and losses are included in other income (expense), net in the ~~short-term nature~~consolidated statements of ~~these instruments.~~ operations and comprehensive loss.

-9-

The Company evaluates its marketable debt securities with unrealized losses for other-than-temporary impairment. When assessing marketable debt securities for other-than-temporary declines in value, the Company considers such factors as, among other things, how significant the decline in value is as a percentage of the original cost, how long the market value of the investment has been less than its original cost, the Company’s ability and intent to retain the investment for a period of time sufficient to allow for any anticipated recovery in fair value and market conditions in general. If any adjustment to fair value reflects a decline in the value of the investment that the Company considers to be “other than temporary,” the Company reduces the investment to fair value through a charge to the statements of operations and comprehensive loss. No such adjustments were necessary during the periods presented.

Financial Instruments

The carrying values of the notes payable and debt approximate their fair value due to ~~their~~the fact that they are at market terms.

Fair Value Measurements

The valuation of the Company’s debt and embedded derivatives are determined primarily by an income approach that considers the present value of net cash flows of the debt with and without prepayment and default features. These embedded debt features, which are determined to be classified as derivative liabilities are marked-to-market each reporting period, with a corresponding non-cash gain or loss charged to the current period. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. As a basis for considering such assumptions, there exists a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows:

Level 1 – Unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access as of the measurement date.

Level 2 – Inputs other than quoted prices included within Level 1 that are directly observable for the asset or liability or indirectly observable through corroboration with observable market data.

Level 3 – Unobservable inputs for the asset or liability only used when there is little, if any, market activity for the asset or liability at the measurement date.

The Company’s investments, debt, and its derivative liabilities are carried at fair value determined according to the fair value hierarchy described above. The carrying values of the Company’s prepaid expenses and other current assets, and accrued expenses approximate their fair values due to the short-term nature of these assets and liabilities.

To determine the fair value of our embedded derivatives, management evaluates assumptions regarding the probability of certain future events. Other factors used to determine fair value include the discount rate, risk free interest rate and derivative term. The fair value recorded for the derivative liability varies from period to period. This variability may result in the actual derivative liability for a period either above or below the estimates recorded on our consolidated financial statements, resulting in fluctuations in other income (expense) because of the corresponding non-cash gain or loss recorded.

Property and Equipment

The estimated life for the Company’s property and equipment is as follows: three years for computer hardware and software and three to five years for office furniture and equipment. The Company’s leasehold improvements and assets under capital lease are amortized over the shorter of their useful lives or the respective leases. See Note 47 for details of property and equipment and Note 58 for operating and capital lease commitments.

Research and Development Expenses ~~and Collaborative Research Agreements~~

Costs incurred for research and development are expensed as incurred.

~~For amounts received under~~Nonrefundable advance payments for goods or services that have the characteristics that will be used or rendered for future research and development ~~award from~~activities pursuant to executory contractual arrangements with third party research organizations are deferred and recognized as an expense as the ~~CFFT (See Note 8),~~related goods are delivered or the Company is recognized those amounts when the triggering event to receive those payments occurred, with those amounts being amortized on a straight-line basis over the expected duration of the remaining performance period of the development program under the award, which concluded in the third quarter of 2017.related services are performed.

Accruals for Research and Development Expenses and Clinical Trials

As part of the process of preparing its financial statements, the Company is required to estimate its expenses resulting from its obligations under contracts with vendors, clinical research organizations and consultants and under clinical site agreements in connection with conducting clinical trials. The financial terms of these contracts are subject to negotiations, which vary from contract to contract and may result in payment terms that do not match the periods over which materials or services are provided under such contracts. The Company’s objective is to reflect the appropriate expenses in its financial statements by matching those expenses with the period in which services are performed and efforts are expended. The Company accounts for these expenses according to the timing of various aspects of the expenses. The Company determines accrual estimates by taking into account discussion with applicable internal personnel and outside service providers as to the progress of clinical trials, or the services completed. During the course of a clinical trial, the Company adjusts its clinical expense recognition if actual results differ from its estimates. The Company makes estimates of its accrued expenses as of each balance sheet date based on the facts and circumstances known to it at that time. The Company’s clinical trial accruals are dependent upon the timely and accurate reporting of contract research organizations (“CROs”) and other third-party vendors. Although the Company does not expect its estimates to be materially different from amounts actually incurred, its understanding of the status and timing of services performed relative to the actual status and timing of services performed may vary and may result in it reporting amounts that are too high or too low for any particular period. For the three and ~~nine~~six months ended ~~September~~June 30, ~~2017~~2022 and ~~2016,~~2021, there were no material adjustments to the Company’s prior period estimates of accrued expenses for clinical trials.

Leases

The Company determines if an arrangement is a lease at inception. Operating leases are included in operating lease right-of-use (“ROU”) assets, other current liabilities and operating lease liabilities in the Company’s consolidated balance sheets.

ROU assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent its obligation to make lease payments arising from the lease. ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. As the Company’s leases do not provide an implicit rate, the Company uses an incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. This is the rate the Company would have to pay if borrowing on a collateralized basis over a similar term to each lease. The ROU asset also includes any lease payments made and excludes lease incentives. Lease expense for lease payments is recognized on a straight-line basis over the lease term.

The Company has subleased a portion of its leased facility under an agreement considered to be an operating lease according to GAAP. The Company has not been legally released from its primary obligations under the original lease and therefore it continues to account for the original lease as it did before commencement of the sublease. The Company will record both fixed and variable payments received from the sublessee in its statements of operations and comprehensive loss on a straight-line basis as an offset to rent expense.

Concentrations of Credit Risk

The Company has no significant off-balance-sheet concentration of credit risk such as foreign exchange contracts, option contracts or other hedging arrangements. The Company may from time to time have cash in banks in excess of Federal Deposit Insurance Corporation insurance limits. However, the Company believes the risk of loss is minimal as these banks are large financial institutions.

Segment Information

Operating segments are identified as components of an enterprise ~~for~~about which separate discrete financial information is ~~used~~available for evaluation by the chief operating decision maker, or ~~decision making~~decision-making group, in making decisions regarding resource allocation and assessing performance. To date, the Company has viewed its operations and manages its business as principally one operating segment, which is developing and commercializing therapeutics ~~to treat rare life-threating, inflammatory fibrotic diseases.~~for autoimmunity, fibrosis, and cancer. As of ~~September~~June 30, ~~2017 and December 31, 2016,~~2022, all of the Company’s assets were located in the United ~~States.~~States, except for approximately $2,987,000 of cash, cash equivalents, and investments and $781,000 of prepaid expenses and other assets which were held outside of the United States, principally in its subsidiary in the United Kingdom. As of December 31, 2021, all of the Company’s assets were located in the United States, except for approximately $22,504,000 of cash, cash equivalents, and investments, $973,000 of prepaid expenses and other assets, and $1,000 of property and equipment, net which were held outside of the United States, principally in its subsidiary in the United Kingdom.

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Income Taxes

For federal and state income taxes, deferred tax assets and liabilities are recognized based upon temporary differences between the financial statement and the tax basis of assets and liabilities. Deferred income taxes are based upon prescribed rates and enacted laws applicable to periods in which differences are expected to reverse. A valuation allowance is recorded to reduce a net deferred tax ~~asset~~benefit when it is not more likely than not that the tax benefit from the deferred tax assets will ~~not~~ be realized. Accordingly, given the cumulative losses since inception, the Company has provided a valuation allowance equal to ~~100%~~100% of the deferred tax ~~asset~~assets in order to eliminate the deferred tax assets amounts.

Tax positions taken or expected to be taken in the course of preparing the Company’s tax returns are required to be evaluated to determine whether the tax positions are “more-likely-than-not” of being sustained by the applicable tax authority. Tax positions not deemed to meet a more-likely-than-not threshold, as well as accrued interest and penalties, if any, would be recorded as a tax expense in the current year. There were no0 uncertain tax positions that require accrual or disclosure to the financial statements as of ~~September~~June 30, ~~2017~~2022 or December 31, ~~2016.~~2021.

Impairment of Long-lived Assets

The Company continually monitors events and changes in circumstances that could indicate that carrying amounts of long-lived assets may not be recoverable. An impairment loss is recognized when expected undiscounted cash flows of an asset are less than an asset’s carrying value. Accordingly, when indicators of impairment are present, the Company evaluates the carrying value of such assets in relation to the operating performance and future undiscounted cash flows of the underlying assets. An impairment loss equal to the excess of the fair value of the asset over its carrying amount, is recorded when it is determined that the carrying value of the asset may not be recoverable. NoThe Company recognized an impairment loss of approximately $606,000 in the third quarter of 2021 to write down the value of leasehold improvements as a result of entering into a sublease. The Company notes no other impairment charges were ~~recorded during the three and nine months ended September 30, 2017 and 2016.~~taken in 2022. See Note 8 for more details on sublease agreement.

Stock-based Payments

~~Share-based Payments~~

The Company recognizes compensation costs resulting from the issuance of stock-based awards to employees, non-employees and directors as an expense in the ~~statement~~statements of operations and comprehensive loss over the service period based on a measurement of fair value for each stock-based award. The fair value of each option grant is estimated as of the date of grant using the Black-Scholes option-pricing ~~model.~~model, net of estimated forfeitures. The fair value of each option grant is amortized as compensation cost on a straight-line basis over the requisite service period of the awards, which is generally the vesting period. ~~Stock options granted to non-employee consultants~~

Foreign Currency

Transaction gains and losses arising from currency exchange rate fluctuations on transactions denominated in a currency other than the U.S. Dollar functional currency are ~~revalued~~recorded in the Company’s statements of operations and comprehensive loss. Such transaction gains and losses may be realized or unrealized depending upon whether the transaction settled during the period or remains outstanding at the ~~end~~balance sheet date. The functional currency of ~~each reporting period until vested and~~ the ~~changes in their fair value are recorded as adjustments to expense over~~Company's foreign subsidiaries is the ~~related vesting period.~~

U.S. dollar.

Net Loss Per Common Share

~~Basic and diluted net~~Net loss per share ~~of the Company’s common stock has~~was computed as follows:


	Three Months Ended June 30,						Six Months Ended June 30,
	2022			2021			2022			2021
Net loss	$	(13,248,888	)	$	(17,138,376	)	$	(22,686,130	)	$	(33,203,544	)
Weighted average number of common shares-basic		125,255,881			116,364,131			125,249,596			120,722,622
Net loss per share of common stock-basic	$	(0.11	)	$	(0.15	)	$	(0.18	)	$	(0.28	)

* Warrants and options that have not been computed by dividing net loss by the weighted average number of common shares outstanding during the period. For years in which there is a net loss, options, warrants and convertible securities are anti-dilutive and therefore are excluded from diluted loss per share calculations. The following table sets forth the computation of basic and diluted earnings per share for the three and nine months ended September 30, 2017 and 2016:

Three Months Ended September 30 Nine Months Ended September 30
2017 2016 2017 2016
Basic and diluted net loss per share of common stock:
Net loss $ (6,965,596 ) $ (5,346,768 ) $ (21,727,922 ) $ (12,428,400 )
Weighted average shares of common stock outstanding 50,221,597 43,783,504 48,946,335 40,059,364
Net loss per share of common stock-basic and diluted $ (0.14 ) $ (0.12 ) $ (0.44 ) $ (0.31 )

~~The following potentially dilutive securities for the three and nine months ended September 30, 2017 and 2016~~exercised have been excluded from the ~~computation of dilutive weighted average shares outstanding for the computation of dilutive~~diluted calculation as all periods presented have a net loss ~~per share as~~and the ~~inclusion~~impact of these securities would be anti-dilutive

Three and Nine Months Ended
September 30,
2017 2016
Warrants 1,288,500 1,789,250
Stock options 7,724,779 5,932,679
Total 9,013,279 7,721,929

~~Recent~~Recently Adopted Accounting Pronouncements

~~Revenue Recognition~~

In May ~~2014,~~2021, the FSB issued ASU 2021-04, Earnings Per Share (Topic 260), Debt—Modifications and Extinguishments (Subtopic 470-50), Compensation—Stock Compensation (Topic 718), and Derivatives and Hedging— Contracts in Entity’s Own Equity (Subtopic 815-40): Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options which is intended to clarify and reduce diversity in an issuer’s accounting for modifications or exchanges of freestanding equity-classified written call options that remain equity classified after modification of exchange. This standard is effective for all entities for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. Early adoption is permitted. The Company’s adoption of ASU 2021-04 as of January 1, 2022 had no impact on the Company’s financial statements and related disclosures.

Recently Issued Accounting Pronouncements

In August 2020, the FASB issued ~~guidance codified~~ASU 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting ~~Standards Codification (ASC) 606, Revenue Recognition — Revenue from~~for Convertible Instruments and Contracts in an Entity’s Own Equity which is intended to simplify various aspects of GAAP for certain financial instruments with ~~Customers~~ ~~(“ASC 606”) which amends the guidance in former~~~~ASC 605, Revenue Recognition~~,characteristics of liabilities and equity. The standard is effective for public companies ~~for annual and interim periods beginning after December 15, 2017. Specifically,~~that meet the ~~new standard differs from~~definition of an SEC filer, excluding entities that are smaller reporting companies as defined by the current accounting standard in many respects, such as in the accounting for variable consideration received, including milestone payments or contingent payments. Under the Company’s current accounting policy, milestone payments are initially recognized as revenue only in the period that the payment-triggering event occurred or was achieved (See Note 8). ASC 606, however, may require to recognize such payments before the payment-triggering event is completely achieved based on the Company’s estimate of the amount of consideration to which it will be entitled in exchange for transferring the services, subject to management’s assessment of whether it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is subsequently resolved. The Company plans to adopt ASC 606 in the first quarter of 2018 using the modified retrospective method according to which the cumulative effect of initially applying ASC 606 is recognized at the date of initial application. Since the Company has concluded its performance obligations and has completed recognizing revenue under the collaboration agreement with CFFT in the three months ended September 30, 2017 (See Note 8) and since the Company has not yet commercialized its product, the Company does not expect to have a cumulative effect at the date of adoption or for the adoption of ASC 606 to have a material effect on its financial statements. If and when the Company will sign new collaboration or revenue generating agreements, the Company will assess the accounting for those new agreements under ASC 606.

~~Accounting for Leases~~

~~In February 2016, the FASB issued ASU No~~.~~2016-02,~~~~Leases (Topic 842)~~~~(“ASU 2016-02”)~~.Under ASU 2016-02, a lessee will be required to recognize assets and liabilities for leases with lease terms of more than 12 months. Consistent with current GAAP, the recognition, measurement, and presentation of expenses and cash flows arising from a lease by a lessee primarily will depend on its classification as a finance or operating lease. However, unlike current GAAP, which requires only capital leases to be recognized on the balance sheet, ASU 2016-02 will require both types of leases to be recognized on the balance sheet. ASU 2016-02 will take effectSEC, for fiscal years, and interim periods within those years, beginning after December 15, 2021. For all other entities, the amendments are effective for fiscal years beginning after December 15, ~~2018, with early application permitted. Management has not yet determined if it will adopt ASU 2016-02~~2023, including interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. This standard will be effective for the ~~required adoption date.~~Company on January 1, 2024 or when it ceases being eligible to be a smaller reporting company. The Company is currently evaluating the timing of the adoption of ASU ~~2016-02 will~~2020-06 and the potential impact that this standard may have ~~an impact~~ on ~~the Company’s~~its consolidated financial position as the Company has operating lease commitments for office space as of September 30, 2017 with future non-cancelable lease payments amounting to $5,543,755 (see Note 5) for which ASU 2016-02 would apply.statements and related disclosures.

~~Employee Share-Based Payment Accounting~~

~~On March 30,~~In June 2016, the FASB issued ASU No. ~~2016-09,~~~~Compensation—Stock Compensation~~2016-13, Financial Instruments—Credit Losses (Topic ~~718)~~326): Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”), which requires the measurement and recognition of expected credit losses for financial assets held at amortized cost. ASU 2016-13 replaces the existing incurred loss impairment model with an expected loss model. It also eliminates the concept of other-than-temporary impairment and requires credit losses related to available-for-sale debt securities to be recorded through an allowance for credit losses rather than as a reduction in the amortized cost basis of the securities. These changes may result in earlier recognition of credit losses. In November 2018, the FASB issued ASU No. 2018-19, Codification Improvements to ~~Employee Share-Based Payment Accounting~~(“Topic 326, Financial Instruments—Credit Losses, which narrowed the scope and changed the effective date for non-public entities for ASU ~~2016-09”)~~.2016-13. The FASB subsequently issued supplemental guidance within ASU ~~2016-09 simplifies several aspects of~~No. 2019-05, Financial Instruments—Credit Losses (Topic 326): Targeted Transition Relief (“ASU 2019-05”). ASU 2019-05 provides an option to irrevocably elect the ~~accounting~~fair value option for ~~employee share-based payment transactions~~certain financial assets previously measured at amortized cost basis. For public entities that are SEC filers, excluding entities that are eligible to be smaller reporting companies, ASU 2016-13 is effective for annual periods beginning after December 15, 2019, including ~~the accounting for income taxes, forfeitures, and statutory tax withholding requirements, as well as classification in the statement of cash flows. ASU 2016-09 took effect for fiscal years, and~~ interim periods within those fiscal ~~years,~~years. For all other entities, ASU 2016-13 is effective for annual periods beginning after December 15, ~~2016. In the first quarter of 2017, when~~2022, including interim periods within those fiscal years. Early adoption is permitted. This standard will be effective for the Company ~~adopted ASU 2016-09~~on January 1, 2023 or when it ceases being eligible to be a smaller reporting company. The Company is currently evaluating the potential impact that this standard may have on its consolidated financial statements and related disclosures.

-13-

4. INVESTMENTS

The following table summarizes the Company’s investments as of June 30, 2022 (in thousands):


	Amortized Cost		Gross Unrealized Gain		Gross Unrealized Losses			Fair Value

Debt Securities:
Commercial paper	$	12,435	$	0	$	0		$	12,435
Corporate debt securities		35,217		0		(119	)		35,098
Asset backed securities		0		0		0			0
Other Investments:
Term Deposits		0		0		0			0
Total	$	47,652	$	0	$	(119	)	$	47,533

The following table summarizes the amortized cost and fair value of the Company’s available-for-sale marketable securities by contractual maturity as of June 30, 2022 (in thousands):


	Amortized Cost		Fair Value

Maturing in one year or less	$	47,652	$	47,533
Maturing after one year but less than three years		0		0
	$	47,652	$	47,533

The following table summarizes the Company’s investments as of December 31, 2021 (in thousands):


	Amortized Cost		Gross Unrealized Gain		Gross Unrealized Losses			Fair Value

Debt Securities:
Commercial paper	$	12,794	$	0	$	—		$	12,794
Corporate debt securities		32,922		0		(58	)		32,864
Asset backed securities		10,235		0		(4	)		10,231
Other Investments:
Term deposits (Matured 2/20/2022 - 5/5/2022)		16,752		0		0			16,752
Total	$	72,703	$	0	$	(62	)	$	72,641

The following table summarizes the amortized cost and fair value of the Company’s available-for-sale marketable securities by contractual maturity as of December 31, 2021 (in thousands):


	Amortized Cost		Fair Value

Maturing in one year or less	$	44,859	$	44,848
Maturing after one year but less than three years		11,092		11,041
	$	55,951	$	55,889

-14-

5. FAIR VALUE OF FINANCIAL ASSETS AND LIABILITIES

The following tables present information about the Company’s financial assets and liabilities measured at fair value on a recurring basis and indicate the level of the fair value hierarchy utilized to determine such fair values as of June 30, 2022 (in thousands):


	Level 1		Level 2		Level 3		Total

Assets:
Cash Equivalents:
Money market funds	$	21,783	$	—	$	—	$	21,783
Investments:
Term deposits		0		—		—		0
Commercial paper		—		12,435		—		12,435
Corporate debt securities		—		35,098		—		35,098
Asset backed securities		—		0		—		0
	$	21,783	$	47,533	$	—	$	69,316

Liabilities:
Derivative liabilities	$	—	$	—	$	134	$	134


	Level 1		Level 2		Level 3		Total

Assets:
Cash Equivalents:
Money Market funds	$	18,255	$	—	$	—	$	18,255
Investments:
Term deposits		16,752		—		—		16,752
Commercial paper		—		12,794		—		12,794
Corporate debt securities		—		32,864		—		32,864
Asset backed securities		—		10,231		—		10,231
	$	35,007	$	55,889	$	—	$	90,896

Liabilities:
Derivative liabilities	$	—	$	—	$	134	$	134

-15-

6.LICENSE AGREEMENTS

The Company entered into a license agreement (the “Jenrin Agreement”) with Jenrin Discovery, LLC, a privately-held Delaware limited liability company (“Jenrin”), effective September 20, 2018. Pursuant to the Jenrin Agreement, Jenrin granted the Company exclusive worldwide rights to develop and commercialize the Licensed Products (as defined in the Jenrin Agreement) which includes the Jenrin library of over 600 compounds and multiple issued and pending patent filings. The compounds are designed to treat inflammatory and fibrotic diseases by targeting the endocannabinoid system.

In consideration of the license and other rights granted by Jenrin, the Company paid Jenrin a $250,000 upfront cash payment and is obligated to pay potential milestone payments to Jenrin totaling up to $18,400,000 for each compound it elects to develop based upon the achievement of specified development and regulatory milestones. In addition, Corbus is obligated to pay Jenrin royalties in the mid, single digits based on net sales of any Licensed Products, subject to specified reductions.

The Company entered into a license agreement (the “Milky Way License Agreement”) with Milky Way BioPharma, LLC (“Milky Way”), a subsidiary of Panorama Research Inc., effective May 25, 2021. Pursuant to the Milky Way License Agreement, the Company received an exclusive license, under certain patent rights and know-how owned or controlled by Milky Way, to develop, commercialize, and otherwise exploit products containing antibodies against integrin αvβ6 and/or integrin αvβ8 (“Licensed Products”), one of which the Company is referring to as CRB-602. Under the terms of the Milky Way License Agreement, the Company will have sole responsibility for research, development, and commercialization of any Licensed Products, and Company has agreed to use commercially reasonable efforts to perform these activities.

In consideration for the license and other rights granted to the Company under the Milky Way License Agreement, the Company paid Milky Way an upfront payment of $500,000 and issued to Milky Way 147,875 shares of its common stock. The Company is obligated to pay up to $53,000,000 in potential milestone payments for the achievement of certain development, regulatory, and sales milestones. At the Company’s election, the Company may satisfy a portion of certain milestone payments by issuing shares of its common stock. In addition, the Company is obligated to pay royalties in the low, single digits on sales of Licensed Products during the life of the applicable licensed patents on a country-by-county and product-by-product basis, which is subject to a minimum annual royalty obligation, as well as a percentage share of certain payments received by Company from sublicensees

The Company entered into a license agreement (the “UCSF License Agreement”) with the Regents of the University of California (“The Regents”) effective May 26, 2021. Pursuant to the UCSF License Agreement, the Company received an exclusive license to certain patents relating to humanized antibodies against integrin αvβ8, one of which the Company is referring to as CRB-601, along with non-exclusive licenses to certain related know-how and materials.

In consideration for the license and other rights granted to the Company under the UCSF License Agreement, the Company paid The Regents a license issue fee of $1,500,000 and is obligated to pay an annual license maintenance fee, as well as up to $153,000,000 in potential milestone payments for the achievement of certain development, regulatory, and sales milestones. In addition, the Company is obligated to pay royalties in the low, single digits on sales of products falling within the scope of the licensed patents, which is subject to a minimum annual royalty obligation, and a percentage share of certain payments received by Company from sublicensees or in connection with the sale of the licensed program.

The Company determined that substantially all of the fair value of the Jenrin Agreement was attributable to a single in-process research and development asset which did not constitute a business. The Company determined that substantially all of the fair value of the Milky Way License Agreement and the UCSF License Agreement was attributable to separate groups of in-process research and development assets which did not constitute a business. The Company concluded that it did not ~~elect~~have any alternative future use for the acquired in-process research and development assets. Thus, the Company recorded the various upfront payment to research and development expenses in the quarter the license deals became effective. The Company will account for ~~forfeitures~~the development, regulatory, and sales milestone payments in the period that the relevant milestones are achieved as ~~they occur but rather to continue to estimate forfeitures at grant date. As a result~~either research and development expense or as an intangible asset as applicable. To date, the ~~adoption~~Company has made no milestone payments under any of ~~ASU 2016-09 did not have an impact on~~ the ~~Company’s consolidated financial statements.~~above agreements.

-16-

4.	~~PROPERTY AND EQUIPMENT~~

7.PROPERTY AND EQUIPMENT

Property and equipment consisted of the following:

	September 30, 2017			December 31, 2016
							June 30, 2022			December 31, 2021
Computer hardware and software	$	121,905		$	96,131		$	262,203		$	248,754
Office furniture and equipment		284,558			259,138			1,113,981			1,185,329
Leasehold improvements		191,244			188,219			3,330,855			3,330,855
Construction in progress		38,920			—
Property and equipment, gross		636,627			543,488			4,707,039			4,764,938
Less: accumulated depreciation		(299,330	)		(108,237	)		(2,718,032	)		(2,372,242	)
Property and equipment, net	$	337,297		$	435,251		$	1,989,007		$	2,392,696

Depreciation expense was ~~$126,641~~$192,084 and ~~$20,464~~$263,660 for the three months ended ~~September~~June 30, ~~2017~~2022 and ~~2016,~~2021, respectively and ~~$191,093~~$387,803 and ~~$57,695~~$535,846 for the ~~nine~~six months ended ~~September~~June 30, ~~2017~~2022 and ~~2016, respectively.~~

On December 30, 2015, the Company entered into a lease agreement for a copier machine. The cost of the machine was approximately $12,000 and is included in office furniture and equipment category in the table above. The lease payments commenced when the machine was placed in service in January 2016. The machine is being amortized over the life of the lease, which is for a three-year term and includes a bargain purchase option at the end of the term. See Note 5 for details of this capital lease commitment.

2021.

5.	~~COMMITMENTS AND CONTINGENCIES~~

8.COMMITMENTS AND CONTINGENCIES

Operating Lease Commitment

In September 2016, the Company amended its commercial lease for office space to expand into an additional 4,088 square feet of office space within the existing building for an aggregate total of 10,414 square feet of leased office space (“September 2016 Amendment”). The Company began occupying this space in early November 2016 and the final lease payment was to be due in January 2021. The September 2016 Amendment required an increase in the standby letter of credit to $50,000 (See Note 4). The September 2016 Amendment will be terminated upon the commencement date of the August 2017 Lease Agreement discussed below.

On August 21, 2017, the Company entered into a lease agreement (“August 2017 Lease Agreement”) with the existing landlord, pursuant to which the Company agreed to lease 32,733 square feet of office space (“Leased Premises”) in a building different than under the September 2016 Amendment. The initial term of the August 2017 Lease Agreement is for a period of seven years and is expected to begin upon the earlier of the date of completion of the Company’s work to be performed to prepare the Leased Premises for its initial occupancy or February 18, 2018. The base rent for the Leased Premises ranges from approximately $470,000 for the first year to $908,341 for the seventh year. Additionally, the August 2017 Lease Agreement required a standby irrevocable letter of credit of $400,000, which may be reduced, if the Company is not in default under the August 2017 Lease Agreement, to $300,000 and $200,000 on the third and fourth anniversary of the commencement date, respectively, The Company entered into an unsecured letter of credit for $400,000 in connection with the August 2017 Lease Agreement for which it incurred interest expense of $8,669 in the three and nine months ended September 30, 2017.

The Company records the total rent payable during the lease term on a straight-line basis over the term of the lease and records the difference between the rents paid and the straight-line rent as deferred rent, which is classified in deferred rent, current and deferred rent, noncurrent in the Company’s balance sheet as of September 30, 2017 and December 31, 2016.

Pursuant to the terms of the Company’s non-cancelable lease agreements in effect at ~~September~~June 30, ~~2017,~~2022, the ~~future minimum rent commitments are~~following table summarizes the Company’s maturities of operating lease liabilities as ~~follows:~~of June 30, 2022:

2017 (remainder of year) $ 81,576
2018 432,889
2019 623,958
2020 784,243
2021 830,600
2022 855,150
Thereafter 1,935,339
Total $ 5,543,755


2022 (Remainder of year)	$	830,235
2023		1,700,005
2024		1,747,447
2025		1,794,889
2026		1,688,144
Total lease payments	$	7,760,720

Less: imputed interest		(1,220,680	)
Total	$	6,540,040

~~Total rent expense~~Sublease Commitment

Effective August 26, 2021, the Company entered into a sublease agreement with a third party to sublease 12,112 square feet of the 30,023 square feet currently being leased under one of its two existing lease agreements. The sublease commenced on October 1, 2021 and ends October 31, 2026. The Company notes sublease income of $55,133 and $110,266 for the three and six months ended ~~September~~June 30, ~~2017~~2022, respectively was recognized and ~~2016 was $92,671~~offset against rent expense.

Undiscounted sublease cash inflows have been summarized in the following table:


2022 (Remainder of year)	$	52,485
2023		185,717
2024		278,576
2025		290,688
2026		252,333
Total sublease payments	$	1,059,799

Legal Proceedings

On May 12, 2022, the Company entered into a binding term sheet (the “Settlement ”) with Venn Therapeutics, LLC, (“Venn”) to resolve the claims by Venn against the Company, its Chief Executive Officer, and ~~$37,666, respectively. Total rent expense~~a former employee which were previously disclosed in the Company’s Annual Report on Form 10-K for the ~~nine months~~fiscal year ended ~~September 30, 2017~~December 31, 2021 and ~~2016 was $209,687 and $111,878, respectively.~~

~~Capital Lease Commitment~~

~~The lease payments under~~ the ~~capital lease agreement~~Company’s Quarterly Report on Form 10-Q for the copier machine commenced when the machine was placed in service in January 2016. The lease is for a three-year term and includes a bargain purchase option at the end of the term. In the accompanying balance sheet as of September 30, 2017, the current portion of this capital lease obligation is classified in accrued expenses and the long-term portion of the capital lease obligation is classified in other long-term liabilities. Pursuant toperiod ended March 31, 2022.

Under the terms of ~~this capital lease agreement,~~ the ~~future minimum capital lease commitments are as follows as of September 30, 2017:~~

Settlement, the Company made a $5 million payment to Venn on May 26, 2022 and Venn dismissed with prejudice all claims against the Company, its Chief Executive Officer and a former employee.

2017 (remainder of year) $ 1,136
2018 4,543
2019 379
Total future minimum lease payments 6,058
Less: interest (430 )
Future capital lease obligations 5,628
Less: current portion (4,146 )
Long-term portion $ 1,482

-17-

6.	~~NOTES PAYABLE~~

9.NOTES PAYABLE

D&O Financing

In November ~~2015,~~2020, the Company entered into a loan agreement with a financing company for ~~$207,750~~$909,375 to finance one of the Company’s insurance policies. The terms of the loan ~~stipulated~~stipulate equal monthly payments of principal and interest payments of ~~$23,397~~$103,112 over a nine-month ~~period.~~period. Interest accrued on this loan ~~was accrued~~ at an annual rate of ~~3.25%~~4.89%. This loan was fully repaid in July ~~2016.~~2021.

In ~~October 2016,~~November 2021, the Company entered into a loan agreement with a financing company for ~~$348,750~~$984,375 to finance one of the Company’s insurance policies. The terms of the loan ~~stipulated~~stipulate equal monthly payments of principal and interest payments of ~~$39,114~~$111,041 over a nine-month ~~period.~~period. Interest ~~accrued~~accrues on this loan at an annual rate of ~~2.25%~~3.64%. ~~This loan was fully repaid in July 2017.~~ Prepaid expenses as of ~~September~~June 30, ~~2017~~2022 and December 31, ~~2016~~2021, included ~~$30,000~~approximately $437,500 and ~~$378,750,~~$1,093,750, respectively, related to ~~this~~the underlying insurance ~~policy.~~policy being financed.

~~For~~Loan and Security Agreement with K2 HealthVentures LLC

On July 28, 2020, the Company, with its subsidiary, Corbus Pharmaceuticals, Inc., as borrower, entered into a $50,000,000 secured Loan and Security Agreement with K2 HealthVentures LLC (“K2HV”), an unrelated third party (the “Loan Agreement”) and received the first $20,000,000 tranche upon signing. The second tranche of $20,000,000 and the third tranche of $10,000,000 will be made available at the Company’s option subject to the achievement of certain clinical and regulatory milestones. The loan matures on August 1, 2024 and the Company is obligated to make interest only payments for the first 24 months and then interest and equal principal payments for the next 24 months. Interest accrues at a variable annual rate equal to the greater of (i) 8.5% and (ii) the rate of interest noted in The Wall Street Journal, Money Rates section, as the “Prime Rate” plus 5.25%, in each case, subject to a step-down of 25 basis points upon the funding of the second tranche. The interest rate used at June 30, 2022 was 10%.

K2HV may elect to convert up to $5,000,000 of the outstanding loan into common stock at a conversion price of $9.40 per share.

In connection with the Loan Agreement, on July 28, 2020, the Company issued to the Lenders (as defined in the Loan Agreement) a warrant to purchase up to 86,206 common shares (the “K2 Warrant”) at an exercise price of $6.96 (the “Warrant Price”). The K2 Warrant may be exercised either for cash or on a cashless “net exercise” basis and expires on July 28, 2030. The total proceeds attributed to the K2 Warrant was approximately $472,000 based on the relative fair value of the K2 Warrant as compared to the sum of the fair values of the K2 Warrant, prepayment feature, default feature, and debt. Total proceeds attributed to the prepayment and default features was approximately $546,000. The Company also incurred approximately $1,244,000 of debt issuance costs and is required to make a final payment equal to approximately $1,190,000. See Note 14 for more detail on assumptions used in the valuation of the K2 Warrant and see Note 15 for more information on the assumptions used in valuation of the default and prepayment features.

The total principal amount of the loan under the Loan Agreement outstanding at June 30, 2022, including the $1,190,000 final payment discussed above, is $21,190,000.

Upon the occurrence of an Event of Default (as defined in the Loan Agreement), and during the continuance of an Event of Default, the applicable rate of interest, described above, will be increased by 5.00% per annum. The secured term loan maturity date is August 1, 2024, and the Loan Agreement includes both financial and non-financial covenants. The Company was in compliance with these covenants as of June 30, 2022. The obligations under the Loan Agreement are secured on a senior basis by a lien on substantially all of the assets of the Company and its subsidiaries. The subsidiaries of the Company are guarantors of the obligations of the Company under the Loan Agreement.

The total debt discount related to Lenders of approximately $2,262,000 is being charged to interest expense using the effective interest method over the term of the debt. At June 30, 2022 and December 31, 2021, the fair value of our outstanding debt, which is considered level 3 in the fair value hierarchy, approximates carrying value. Interest expense for the three and six months ended ~~September~~June 30, ~~2017~~2022 was approximately $698,000 and ~~2016, interest~~$1,382,000, respectively. Interest expense for ~~notes payable totaled $73~~the three and ~~$63, respectively. For nine~~six months ended ~~September~~June 30, ~~2017~~2021 was $672,000 and ~~2016, interest expense for notes payable totaled $2,042 and $1,760,~~$1,330,000, respectively.

~~Notes payable consisted~~

-18-

The net carrying amounts of the liability components consists of the following:

September 30, 2017 December 31, 2016

Notes payable $ — $ 271,757
Less: current portion — (271,757 )
Long term portion $ — $ —


	June 30, 2022			December 31, 2021

Principal	$	20,000,000		$	20,000,000
Less: debt discount		(2,262,388	)		(2,262,388	)
Accretion of Debt Discount		1,349,471			992,007
Net Carrying amount	$	19,087,083		$	18,729,619
Less: current portion of long term debt	$	(7,474,846	)	$	(3,093,344	)
Total long-term debt, net of discount	$	11,612,237		$	15,636,275

7.	~~ACCRUED EXPENSES~~

The following table summarizes the future principal payments due under long-term debt;


	Principal Payments and final payment on Loan Agreement

Remaining 2022	$	3,052,075
2023		9,804,398
2024		8,333,527
Total	$	21,190,000

10.ACCRUED EXPENSES

Accrued expenses consisted of the following:


	September 30, 2017		December 31, 2016		June 30, 2022		December 31, 2021

Accrued clinical operations and trials costs	$	1,395,736	$	1,647,490	$	1,263,216	$	5,435,464
Accrued product development costs		885,063		713,426		5,800		203,676
Accrued compensation		131,905		778,250		1,720,608		2,715,368
Accrued other		145,898		117,289
Accrued administrative costs						1,056,074		1,213,699
Accrued interest						670,724		525,105
Total	$	2,558,602	$	3,256,455	$	4,716,422	$	10,093,312

-19-

8.	~~DEVELOPMENT AWARD AND DEFERRED REVENUE~~

11.DEVELOPMENT AWARDS

2018 CFF Award

On ~~April 20, 2015,~~January 26, 2018, the Company entered into ~~an award agreement~~the Cystic Fibrosis Program Related Investment Agreement with the ~~CFFT,~~CFF, a non-profit drug discovery and development ~~affiliate of the Cystic Fibrosis Foundation,~~corporation, pursuant to which itthe Company received ~~a development~~an award ~~(the “Award”)~~ for up to ~~$5 million~~$25,000,000 in ~~funding. The~~ funding ~~from the Award supported~~(the “2018 CFF Award”) to support a ~~first-in-patient~~ Phase ~~2 clinical trial~~2b Clinical Trial (the “Phase 2b Clinical Trial”) of ~~the Company’s oral anti-inflammatory drug anabasum~~lenabasum in ~~adults~~patients with cystic fibrosis, ~~(“CF”). The~~of which the Company has ~~billed and~~ received ~~$5.0~~$25 million in ~~payments since~~ the inception of the Award as outlined below. The payments received under the award were recorded as deferred revenue when the triggering event to receive those amounts has occurred and were amortized on a straight-line basis over the expected duration of the remaining performance period under the Award which concluded in the third quarter of 2017.

~~Upon the execution of the Award agreement, the Company received a payment of $1,250,000 in May 2015. In November 2015, the Company received a second payment of $1,250,000~~aggregate through June 30, 2022 upon the Company’s achievement of a milestone for dosing the first patient. In August 2016, the Company received a third payment from the CFFT in the amount of $1,000,000 for achieving a milestone in July 2016 related to dosing the median clinical trial patient. In January 2017, the Company received a fourth payment from the CFFT in the amount of $1,000,000 for achieving a milestone in December 2016 related to completing the final visit for the final patient, which was billed by the Company to CFFT in December 2016 and was classified in grants receivable as of December 31, 2016. The Company achieved the final milestone in September 2017milestones related to the ~~issuance to CFFT~~progress of the ~~final integrated statistical report related to~~Phase 2b Clinical Trial, as set forth in the Phase 2 CF clinical trial. At that time the Company had completed all its performance obligations under the contract and therefore the performance period had concluded. The final milestone amount of $500,000 was billed by the Company to CFFT in September 2017 and was classified in grants receivable as of September 30, 2017. The Company received the $500,000 milestone payment under the Award from CFFT in November 2017.Investment Agreement.

Pursuant to the terms of the ~~Award agreement,~~Investment Agreement and an amendment entered into on June 20, 2022 (the "Investment Agreements"), in the event Corbus licenses the right to develop and commercialize lenabasum to a third party the Company is obligated to pay the CFF 10% of the first $2 million received, 15% of amounts exceeding $2 million up to $5 million and 23% of amounts exceeding $5 million.

Additionally, the Company is obligated to make (i) royalty payments to ~~CFFT contingent upon commercialization~~CFF of ~~anabasum~~two and one-half percent of net sales from lenabasum due within sixty days after any quarter in which such net sales occur in the Field ~~of Use~~ (as defined in the Investment Agreement), (ii) royalty payments to CFF of one percent of net sales of Non-Field Products (as defined in the Investment Agreement) due within sixty days after any quarter in which such net sales occur, and (iii) royalty payment to CFF of 10% of any amount the Company and its stockholders receive in connection with a change of control transaction, except that such payment shall not exceed five times the amount of the 2018 CFF Award, ~~agreement) as follows: (i)~~with such payments to be credited against any other net sales royalty payments due. Accordingly, the Company will owe to CFF a royalty payment equal to 10% of any amounts the Company receives as payment under the collaboration agreement with Kaken, provided that the total royalties that the Company will be required to pay under the Investment Agreement resulting from income from licenses or sales subject to the Investment Agreement are capped at five times the total amount of the 2018 CFF Award. The Company may credit such royalties against any royalties on net sales otherwise owed to CFF under the Investment Agreement. Accordingly, the Company ~~receives under~~was required to pay CFF $2,700,000 in May 2019 as a result of its receipt of the Award agreement, up to $25 million, payable in three equal annual installments following the first commercial sale of anabasum, the first of which is due within 90 days following the first commercial sale of anabasum, (ii) a royalty$27,000,000 upfront cash payment to CFFT equal to the amount the Company receives under the Award agreement, up to $5 million, due in the first calendar year in which the aggregate cumulative net sales of anabasum in the Field of Use exceed $500 million, and (iii) royalty payment(s) to CFFT of up to approximately $15 million if the Company transfers, sells or licenses anabasum in the Field of Use other than for certain clinical or development purposes, or if the Company enters into a change of control transaction, with such payment(s) to be credited against the royalty payments due upon commercialization. The Field of Use is defined in the Award as the treatment in humans of CF, asbestosis, bronchiectasis, byssinosis, chronic bronchitis/COPD hypersensitivity pneumonitis, pneumoconiosis, primary ciliary dyskinesis, sarcoidosis and silicosis. from Kaken.

Either ~~CFFT~~CFF or the Company may terminate the ~~agreement~~Investment Agreement for cause, which includes the Company’s material failure to achieve certain commercialization and development milestones. The Company’s payment obligations ~~if any, would~~ survive the termination of the ~~Award agreement. For~~Investment Agreement.

Pursuant to the ~~three months ended September 30, 2017 and 2016,~~terms of the Investment Agreement, the Company ~~recognized revenue in respect~~issued a warrant to CFF to purchase an aggregate of ~~this collaboration~~1,000,000 shares of ~~$796,312~~the Company’s common stock (the “CFF Warrant”). The CFF Warrant is exercisable at a price equal to $13.20 per share and ~~$742,558, respectively. For~~all shares are vested as of June 30, 2022. The CFF Warrant expires on January 26, 2025. Any shares of the ~~nine months ended September 30, 2017~~Company’s common stock issued upon exercise of the CFF Warrant will be unregistered and ~~2016,~~subject to a one-year lock-up.

Under the Investment Agreement, the Company recorded 0revenue for the three and six months ended June 30, 2022 and $136,558 and $784,382of ~~$2,440,195~~revenue during the three and ~~$1,535,754,~~six months ended June 30, 2021, respectively. ~~Deferred revenue consists~~The Company concluded that the contract counterparty, CFF, is a customer. The Company identified the following material promise under the arrangement: research and development activities and related services under the Phase 2b Clinical Trial. Based on these assessments, the Company identified one performance obligation at the outset of the ~~following:~~Investment Agreement, which consists of: Phase 2b Clinical Trial research and development activities and related services.

September 30, 2017 December 31, 2016

Deferred revenue $ — $ 1,940,195
Less: current portion — (1,940,195 )
Long-term portion $ — $ —

-20-

9.	~~COMMON STOCK~~

To determine the transaction price, the Company included the total aggregate payments under the Investment Agreement which amount to $25,000,000 and reduced the revenue to be recognized by the payment to the customer of $6,215,225 in the form of the CFF Warrant representing its fair value, leaving the remaining $18,784,775 as the transaction price as of the outset of the arrangement, which will be recognized as revenue over the performance period as discussed below. The $6,215,225 fair value of the warrant was also recorded as an increase to additional paid in capital.

The Company has invoiced and received $25,000,000 in milestone payments, including $12,500,000 in 2018, $5,000,000 in 2019, $5,000,000 in 2020, and $2,500,000 in 2021. The Company notes there are no further development milestones under this agreement.

The CFF Warrant is accounted for as a payment to the customer. See Note 14 for further information related to the CFF Warrant. The Company notes that the Investment Agreement contains an initial payment that was received upon contract execution and subsequent milestone payments, which are a form of variable consideration that require evaluation for constraint considerations. The Company concluded that the related performance milestones are generally within the Company’s control and as result are considered probable. Revenue associated with the performance obligation is being recognized as revenue as the research and development services are provided using an input method, according to the costs incurred as related to the research and development activities on each program and the costs expected to be incurred in the future to satisfy the performance obligation. The transfer of control occurs over this time period and, in management’s judgment, is the best measure of progress towards satisfying the performance obligation. The research and development services related to this performance obligation were performed over approximately three-year period and were completed in 2021. The amounts recognized as revenue, but not received or invoiced were recognized as a contract asset on the Company’s consolidated balance sheet.

12.COMMON STOCK

The Company has authorized ~~150,000,000~~300,000,000 shares of common stock, ~~$0.0001~~$0.0001 par value per share, of which ~~50,223,010 shares~~125,268,381 and ~~44,681,745~~125,230,881 shares were issued and outstanding as of ~~September~~June 30, ~~2017~~2022 and December 31, ~~2016,~~2021, respectively.

On ~~February 28, 2017,~~August 7, 2020, the Company entered into ~~a securities purchase agreement providing for~~ the ~~issuance and sale by~~August 2020 Sale Agreement with Jefferies pursuant to which Jefferies is serving as the Company of 3,887,815 shares of its common stock in a registered direct offering to institutional and accredited investors at a purchase price of $7.00 per share with gross proceeds to the Company totaling $27,214,705 less issuance costs of approximately $36,291.

~~In November 2016, the Company entered into a~~Company’s sales ~~agreement with Cantor Fitzgerald (“Cantor”) under which the Company directed Cantor as its placement~~ agent to sell ~~common stock under an “At~~shares of the Market Offering” (“Sales Agreement”). Sales of common stock under the Sales Agreement were made pursuant to an effective registration statement for an aggregate offering of up to $35 million, under which the Company sold an aggregate of approximately $15.4 million ofCompany’s common stock through ~~September 30, 2017. Under~~an “at the ~~Sales Agreement,~~market offering.” As of August 7, 2020, the Company was ~~obligated~~authorized to ~~pay Cantor a 3% commission on gross proceeds.~~sell up to $150,000,000 of shares of the Company’s common stock pursuant to the August 2020 Sale Agreement. During the three and six months ended ~~March 31, 2017,~~June 30, 2022, the Company sold 1,413,633 shares of its common stock under the Sales Agreement at an average selling price of approximately $9.71 per share for gross proceeds of $13,724,591 and net proceeds of $13,268,208. The Company did not sell any shares of its common stock under the ~~Sales Agreement in the second or third quarter of 2017 and terminated the Sales Agreement in connection with the October 2017 Offering.~~

August 2020 Sale Agreement. During the three and six months ended ~~September~~June 30, ~~2017,~~2021, the Company sold 0 and 25,391,710 shares of its common stock under the August 2020 Sale Agreement for which the company received gross proceeds of approximately $0 and $60,681,238, less issuance costs incurred of $1,820,437, respectively.

During the three and six months ended June 30, 2022, the Company issued ~~2,500~~0 shares of common stock upon the exercise of stock options to purchase common stock and the Company received 0 proceeds exercises, respectively.

During the three and six months ended June 30, 2021, the Company issued 50,000 and 838,600 shares of common stock upon the exercise of stock options to purchase common stock and the Company received proceeds of ~~$8,250 from these exercises.~~ approximately $50,000 and $944,800, respectively.

During the ~~nine~~three and six months ended ~~September~~June 30, ~~2017,~~2022, the Company issued ~~239,817~~12,500 and 37,500 common shares ~~of common stock upon~~from the ~~exercise of stock options to purchase common stock and the Company received proceeds of $109,053 from these exercises.~~

~~On October 26, 2017, the Company consummated an underwritten public offering~~vesting of shares ~~of its common~~from restricted stock ~~pursuant to which~~under the ~~Company sold an aggregate of 4,650,000 shares of its common stock to institutional investors at a purchase price of $7.00 per share with gross proceeds to~~2014 Plan.

NaN warrants were exercised during the ~~Company totaling $32,550,000, less estimated issuance costs of approximately $2,153,000. TheCompany also granted the underwriters a 30-day option to purchase up to an additional 697,500 shares of common stock on the same terms as the underwriters are purchasing the base number of shares.~~three and six months ended June 30, 2022 and 2021.

~~10.~~

~~STOCK OPTIONS~~

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13. STOCK BASED AWARDS

In April 2014, the Company adopted the Corbus Pharmaceuticals Holdings, Inc. 2014 Equity Incentive Plan (the “2014 Plan”). Pursuant to the 2014 Plan, the Company’s Board of Directors (the "Board") may grant incentive and nonqualified stock options and restricted stock to employees, officers, directors, consultants and advisors. On January 1, 2016, pursuant to an annual evergreen provision contained in the 2014 Plan, the number of shares reserved for future grants was increased by 1,250,000 shares, respectively. As of December 31, 2016, there was a total of 9,916,017 shares reserved for issuance under the 2014 Plan and there were 2,840,133 shares available for future grants. Options issued under the 2014 Plan are exercisable for up to 10 years from the date of issuance.

Pursuant to the terms of an annual evergreen provision in the 2014 Plan, the number of shares of common stock available for issuance under the 2014 Plan shall automatically increase on January 1 of each year by at least seven percent ~~(7%~~(7%) of the total number of shares of common stock outstanding on December 31^st31st of the preceding calendar year, or, pursuant to the terms of the 2014 Plan, in any year, the Board ~~of Directors~~ may determine that such increase will provide for a lesser number of shares.

In accordance with the terms of the 2014 Plan, and pursuant to the annual evergreen provision contained in the 2014 plan, effective as of January 1, ~~2017,~~2021, the number of shares of common stock available for issuance under the 2014 Plan increased by ~~3,127,722~~2,500,000 shares, which was less than seven percent ~~(7%~~(7%) of the outstanding shares of common stock on December 31, ~~2016.~~2020. As of January 1, ~~2017,~~2021, there was a total of 25,570,842 shares reserved for issuance under the 2014 plan and there were 9,869,051 shares available for future grants. As of June 30, 2021 there were 4,843,265 shares available for future grants.

In accordance with the terms of the 2014 Plan, and pursuant to the annual evergreen provision contained in the 2014 Plan, effective as of January 1, 2022, the number of shares of common stock available for issuance under the 2014 Plan increased by 8,766,162 shares, which was seven percent (7%) of the outstanding shares of common stock on December 31, 2021. As of January 1, 2022, the 2014 Plan had a total reserve of ~~13,043,739~~34,337,004 shares and there were ~~5,967,855~~16,760,151 shares available for future grants. As of ~~September~~June 30, ~~2017,~~2022 there were ~~4,613,438~~12,756,507 shares available for future grants.

Share-based Compensation

For stock options ~~issued~~awarded and outstanding and restricted stock awards for the three months ended ~~September~~June 30, ~~2017~~2022 and ~~2016,~~2021, respectively, the Company recorded non-cash, stock-based compensation expense of ~~$1,351,284 ($1,213,552 for employees~~$1,513,089 and ~~$137,732 for non-employees) and $828,097 ($813,200 for employees and $14,897 for non-employees)~~$2,507,272, ~~respectively,~~ net of estimated forfeitures. For stock options ~~issued~~awarded and outstanding for the ~~nine~~six months ended ~~September~~June 30, ~~2017~~2022 and ~~2016,~~2021, respectively, the Company recorded non-cash, stock-based compensation expense of ~~$4,233,511 ($3,302,437 for employees~~$3,104,835 and ~~$931,073 for non-employees) and $1,522,345 ($1,377,811 for employees and $144,534 for non-employees)~~$5,087,674, respectively, net of estimated forfeitures.

Stock-based compensation expense was classified in the consolidated statements of operations and comprehensive loss as follows:


	Three Months Ended June 30,				Six Months Ended June 30,
	2022		2021		2022		2021

Research and development expenses	$	147,626	$	913,003	$	323,844	$	1,800,080
General and administrative expenses		1,365,463		1,594,269		2,780,991		3,287,594
Total stock-based compensation	$	1,513,089	$	2,507,272	$	3,104,835	$	5,087,674

The fair value of each option award ~~for employees~~ is estimated on the date of grant ~~and for non-employees is estimated at the end of each reporting period~~ using the Black-Scholes option pricing model that uses the assumptions noted in the following table. ~~Due~~The Company uses historical data, as well as subsequent events occurring prior to the issuance of the financial statements, to estimate option exercises and employee terminations in order to estimate its limited operating history and limited number of sales of its common stock, the Company estimated its volatility in consideration of a number of factors, including the volatility of comparable public companies and, commencing in 2015, the Company also included the volatility of its own common stock.forfeiture rate. The expected term of options granted under the 2014 Plan, all of which qualify as “plain vanilla” per SEC Staff Accounting Bulletin 107, is determined based on the simplified method due to the Company’s limited operating history, and is 6.25 years based on the average between the vesting period and the contractual life of the option. For non-employee options, the expected term is the contractual term. The risk-free rate is based on the yield of a U.S. Treasury security with a term consistent with the option.

~~The Company uses historical data to estimate forfeitures, which are estimated at 5%.~~

The weighted average of assumptions used principally in determining the fair value of options granted to employees ~~and non-employees~~ were as follows:


	Nine Months Ended September 30,						Six Months Ended June 30,
	2017			2016			2022			2021
Risk free interest rate		2.13	%		1.65	%		1.81	%		0.71	%
Expected dividend yield		0	%		0	%		0	%		0	%
Expected term in years		6.5	7		6.74			6.25			6.25
Expected volatility		85.8	%		93.1	%		97.76	%		103.46	%
Estimated forfeiture rate								12.37	%		8.74	%

-22-

A summary of option activity for the ~~nine~~six months ended ~~September~~June 30, ~~2017~~2022 and is presented below:

Options Shares Weighted
Average
Exercise
Price
Weighted
Average
Remaining
Contractual
Term in
Years
Aggregate
Intrinsic
Value
Outstanding at December 31, 2016 6,610,179 $ 2.54
Granted 1,423,000 8.42
Exercised (239,817 ) 0.42
Forfeited (68,583 ) 6.62
Outstanding at September 30, 2017 7,724,779 $ 3.66 7.93 $ 29,985,612
Vested at September 30, 2017 4,055,877 $ 1.61 7.16 $ 22,466,228


Options	Shares			Weighted Average Exercise Price		Weighted Average Remaining Contractual Term in Years		Aggregate Intrinsic Value
Outstanding at December 31, 2021		15,326,105		$	4.06
Granted		5,086,303			0.46
Forfeited		(842,234	)		3.66
Expired		(277,925	)		4.75
Outstanding at June 30, 2022		19,292,249		$	3.12		7.06	$	10,822,865
Vested at June 30, 2022		10,412,743		$	4.48		5.32	$	2,706,655
Vested and expected to vest at June 30, 2022		17,904,934		$	3.28		6.88	$	9,268,907

The weighted average grant-date fair value of options granted during the ~~nine~~six months ended ~~September~~June 30, ~~2017~~2022 and ~~2016~~2021 was ~~$6.22~~$0.36 and ~~$2.85~~$2.05 per share, respectively. The aggregate intrinsic value of options exercised during the ~~nine~~six months ended ~~September~~June 30, ~~2017~~2022 and ~~September 30, 2016~~2021 was approximately ~~$1,935,624~~$0 and ~~$610,608,~~$1,769,714, respectively. The total fair value of options that were vested as of June 30, 2022 and 2021 was $35,605,223 and $37,286,931, respectively. As of ~~September~~June 30, ~~2017,~~2022, there was approximately ~~$12,809,402~~$8,871,950 of total unrecognized compensation expense, related to non-vested share-based option compensation arrangements. The unrecognized compensation expense is estimated to be recognized over a period of ~~3.05~~2.34 years as of ~~September~~June 30, ~~2017.~~2022.

In January 2022, the Company granted a restricted stock award of 50,000 shares which vested in 25% increments upon issuance and at the end of each of the three quarters following the grant. During the three and six months ended June 30, 2022, 12,500 and 37,500 of restricted stock awards vested under the 2014 Plan, respectively. NaN restricted stock awards were granted in the three and six months ended June 30, 2021.

~~11.~~

~~WARRANTS~~

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14. WARRANTS

NaN warrants were exercised during the three and six months ended June 30, 2022 and 2021.

At ~~September~~June 30, ~~2017,~~2022, there were warrants outstanding to purchase ~~1,288,500~~1,506,206 shares of common stock with a weighted average exercise price of ~~$1.00~~$9.46 and a weighted average remaining life of ~~1.66~~3.11 years. ~~No warrants were exercised during the nine months ended September 30, 2017. During the nine months ended September 30, 2016, warrants~~

The Company issued a warrant to CFF in January 2018, to purchase ~~178,750~~an aggregate of 1,000,000 shares of the Company’s common stock (the “CFF Warrant”). The CFF Warrant is exercisable at a price equal to $13.20 per share and is immediately exercisable for 500,000 shares of the Company’s common stock. The CFF Warrant is exercisable at a price equal to $13.20 per share and all shares are vested as of June 30, 2022. The CFF Warrant expires on January 26, 2025. Any shares of the Company’s common stock issued upon exercise of the CFF Warrant will be unregistered and subject to a one-year lock-up. The CFF Warrant is classified as equity as it meets all the conditions under GAAP for equity classification. In accordance with GAAP, the Company has calculated the fair value of the warrant for initial measurement and will reassess whether equity classification for the warrant is appropriate upon any changes to the warrants or capital structure, at each balance sheet date. No such changes have occurred through June 30, 2022. The weighted average assumptions used in determining the $6,215,225 fair value of the CFF Warrant were ~~exercised on~~as follows:


Risk free interest rate	2.60	%
Expected dividend yield	0	%
Expected term in years	7.00
Expected volatility	83.5	%

On July 28, 2020, the Company entered into the Loan Agreement with K2HV pursuant to which K2HV may provide the Company with term loans in an aggregate principal amount of up to $50,000,000. On July 28, 2020, in connection with the funding of the first $20,000,000 tranche, the Company issued a ~~cashless basis resulting in~~warrant exercisable for 86,206 shares of the ~~issuance~~Company’s common stock (the “K2 Warrant”) at an exercise price of ~~161,591~~$6.96 per share. The K2 Warrant is immediately exercisable for 86,206 shares and ~~warrants to purchase 1,250~~expires on July 28, 2030. Any shares of the Company’s common stock issued upon exercise of the K2 Warrant are permitted to be settled in unregistered shares. The K2 Warrant is classified as equity as it meets all the conditions under GAAP for equity classification. In accordance with GAAP, the Company has calculated the fair value of the warrant for initial measurement and will reassess whether equity classification for the warrant is appropriate upon any changes to the warrants or capital structure, at each balance sheet date. No such changes have occurred through June 30, 2022. The weighted average assumptions used in determining the $472,409 fair value of the K2 Warrant were ~~exercised on a for cash basis. There were no warrants issued or cancelled during the nine months ended September 30, 2017 and 2016.~~as follows:

~~12.~~	~~RELATED PARTY TRANSACTIONS~~
Risk free interest rate		0.60	%
Expected dividend yield		0	%
Expected term in years		10.00
Expected volatility		80.0	%

On ~~September 20, 2016,~~October 16, 2020, the Company entered into a ~~consulting~~professional services agreement ~~(the “2016 Consulting Agreement”)~~ with Orchestra Medical Ventures, LLC (“Orchestra”), of which a member of our Board of Directors, David Hochman, is Managing Partner. Under this agreement, Orchestra rendered a variety of consulting and advisory services relating principally to identifying and evaluating strategic relationships, licensing opportunities, and business strategies. The term of the 2016 Consulting Agreement commenced on September 20, 2016 and expired on March 20, 2017.an investor relations service provider. Pursuant to the ~~terms of the 2016 Consulting Agreement, the Company paid to Orchestra cash compensation in an aggregate amount of $100,000. In connection with this~~ agreement, the Company ~~granted an equity incentive award to Mr. Hochman consisting~~issued warrants exercisable for a total of ~~options to purchase 50,000~~420,000 shares ~~(“Option Shares”)~~ of the Company’s common stock (the ~~“Option Award”~~“Warrants”) pursuant to the Company’s 2014 Equity Compensation Plan, of which fifty percent (50%) vested on the three (3) month anniversary of the date of grant of the Option Award and the remainder of the Option Shares vested on the six (6) month anniversary of the date of grant of the Option Award. The Option Shares were granted withat an exercise price of ~~$7.14~~$1.07 per share. The ~~Company recorded stock-based compensation expense of approximately $222,000 during the year ended December 31, 2016 and $171,000 during the first quarter of 2017 in respect~~Warrants became fully vested on October 19, 2021. Any shares of the ~~Option Award. No stock-based compensation expense was recorded after~~Company’s common stock issued upon exercise of the ~~first quarter~~Warrants are permitted to be settled in unregistered shares. The Warrants are classified as equity as they meet all the conditions under GAAP for equity classification. In accordance with GAAP, the Company has calculated the fair value of ~~2017 related~~the warrants for initial measurement and will reassess whether classification for the warrant is appropriate upon any changes to the ~~Option Shares~~warrants or capital structure, at each balance sheet date. No such changes have occurred through June 30, 2022. The weighted average assumptions used in determining the $334,740 fair value of the Warrants were as ~~they were fully vested in March 2017.~~

~~13.~~

~~SUBSEQUENT EVENTS~~

On October 26, 2017, the Company consummated an underwritten public offering of shares of its common stock pursuant to which the Company sold an aggregate of 4,650,000 shares of its common stock to institutional investors at a purchase price of $7.00 per share with gross proceeds to the Company totaling $32,550,000, less estimated issuance costs of approximately $2,153,000. The~~Company also granted the underwriters a 30-day option to purchase up to an additional 697,500 shares of common stock on the same terms as the underwriters purchased the base number of shares.~~follows:

	18
Risk free interest rate		0.90	%
Expected dividend yield		0	%
Expected term in years		5.00
Expected volatility		100.6	%

-24-

15. DERIVATIVE LIABILITY

On July 28, 2020, the Company, with its subsidiary, Corbus Pharmaceuticals, Inc., as borrower, entered into a $50,000,000 secured Loan and Security Agreement with K2HV, an unrelated third party (the “Loan Agreement”) and received the first $20,000,000 tranche upon signing. The Company has determined that a prepayment feature and default feature needed to be separately valued and marked to market each reporting period after assessing the agreement under ASC 815.

The value of these features are determined each reporting period by taking the present value of net cash flows with and without the prepayment features. The significant assumption used to determine the fair value of the debt without any features is the discount rate which has been estimated by using published market rates of triple CCC rated public companies. All other inputs are taken from the Loan Agreement. The additional significant assumptions used when valuing the prepayment feature is the probability of a change of control event. The Company has determined the probability from December 31, 2021 to June 30, 2022 has stayed consistent. The additional significant assumption used when valuing the default feature is the probability of defaulting on the repayment of loan. The Company has determined the probability from December 31, 2021 to June 30, 2022 has remained consistent. The value of these features was determined to be approximately $133,710 at December 31, 2021 and June 30, 2022, which resulted in 0 expense recognized in the first six months of 2022. The Company considers the fair value of the derivative liability to be Level 3 under the three-tier fair value hierarchy.

A roll forward of the fair value of the derivative liabilities for the six months ended June 30, 2022 is presented below.


	June 30, 2022
Beginning balance, December 31, 2021	$	133,710
Change in fair value of derivative liabilities		0
Ending balance, June 30, 2022	$	133,710

-25-


Item 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

The following discussion and analysis of our financial condition and results of operations should be read together with our financial statements and the related notes and the other financial information included elsewhere in this Quarterly Report. This discussion contains forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those anticipated in these forward-looking statements as a result of various factors, including those discussed below and elsewhere in this Quarterly Report, particularly those under “Risk Factors.”

Overview

~~CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS~~

This report on Form 10-Q contains forward-looking statements made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 under Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements include statements with respect to our beliefs, plans, objectives, goals, expectations, anticipations, assumptions, estimates, intentions and future performance, and involve known and unknown risks, uncertainties and other factors, which may be beyond our control, and which may cause our actual results, performanceCorbus Pharmaceuticals Holdings, Inc. (the “Company” or achievements to be materially different from future results, performance or achievements expressed or implied by such forward-looking statements. All statements other than statements of historical fact are statements that could be forward-looking statements. You can identify these forward-looking statements through our use of words such as “may,” “can,” “anticipate,” “assume,” “should,” “indicate,” “would,” “believe,” “contemplate,” “expect,” “seek,” “estimate,” “continue,” “plan,” “point to,” “project,” “predict,” “could,” “intend,” “target,” “potential” and other similar words and expressions of the future.

There are a number of important factors that could cause the actual results to differ materially from those expressed in any forward-looking statement made by us. These factors include, but are not limited to:

	●	~~our lack of operating history and history of operating losses;~~

	●	~~our current and future capital requirements and our ability to satisfy our capital needs;~~

	●	~~our ability to complete required clinical trials of our product and obtain approval from the FDA or other regulatory agents in different jurisdictions;~~

	●	~~our ability to maintain or protect the validity of our patents and other intellectual property;~~

	●	~~our ability to retain key executive members;~~

	●	~~our ability to internally develop new inventions and intellectual property;~~

	●	~~interpretations of current laws and the passages of future laws;~~

	●	~~acceptance of our business model by investors;~~

	●	~~the accuracy of our estimates regarding expenses and capital requirements; and~~

	●	~~our ability to adequately support growth.~~

The foregoing does not represent an exhaustive list of matters that may be covered by the forward-looking statements contained herein or risk factors that we are faced with that may cause our actual results to differ from those anticipate in our forward-looking statements. Please see “Risk Factors” for additional risks which could adversely impact our business and financial performance.

All forward-looking statements are expressly qualified in their entirety by this cautionary notice. You are cautioned not to place undue reliance on any forward-looking statements, which speak only as of the date of this report or the date of the document incorporated by reference into this report. We have no obligation, and expressly disclaim any obligation, to update, revise or correct any of the forward-looking statements, whether as a result of new information, future events or otherwise. We have expressed our expectations, beliefs and projections in good faith and we believe they have a reasonable basis. However, we cannot assure you that our expectations, beliefs or projections will result or be achieved or accomplished.

~~Overview~~

~~We are a clinical stage pharmaceutical company,~~“Corbus”) is focused on the development of immune modulators that will have application in disease states spanning from immuno-oncology to fibrosis. Corbus’ current pipeline includes anti-integrin monoclonal antibodies that block activation of TGFβ and ~~commercialization~~small molecules that activate or inhibit the endocannabinoid system. The company plans to expand its pipeline in immuno-oncology through internal efforts and business development.

The pipeline includes the following programs:

Anti-integrin monoclonal antibodies (mAbs) that inhibit the activation of ~~novel therapeutics~~TGFβ for the treatment of cancer and fibrosis. CRB-601 is an anti-αvβ8 mAb being developed as a potential treatment for solid tumors in combination with existing therapies, including checkpoint inhibitors. The solid tumor program is scheduled for an IND submission to the FDA in the first half of 2023. CRB-602 is a discovery stage anti-αvβ6/αvβ8 mAb currently being explored in disease indications including oncology and fibrosis.

Second generation cannabinoid receptor type 1 (CB1) inverse agonists designed to treat ~~rare, chronic~~obesity and ~~serious inflammatory~~related metabolic diseases. In animal models of diet-induced obesity, our compounds induce weight loss both as a monotherapy and ~~fibrotic diseases~~in combination with ~~clear unmet medical needs. Our product anabasum~~a GLP-1 agonist. The program is progressing through preclinical studies and regulatory pathway evaluation.

Lenabasum, a novel, synthetic, oral endocannabinoid-mimetic drug that is intended to resolve chronic inflammation and halt fibrotic processes without causing immunosuppression. Anabasum has generated positive clinical data in three consecutive Phase 2 studies in diffuse cutaneous systemic sclerosis, cystic fibrosis and dermatomyositis. Anabasum is also being evaluated in open-label extension studies in systemic sclerosis and skin-predominant dermatomyositis.

~~Anabasum is a synthetic, rationally-designed oral small~~ molecule ~~drug~~ that selectively ~~binds to the~~activates cannabinoid receptor type 2 or CB2, found on activated immune cells, fibroblasts and muscle cells. Anabasum stimulates the production of Specialized Pro-Resolving Lipid Mediators (SPMs) that act to resolve inflammation and halt fibrosis by activating endogenous pathways. These endogenous resolution pathways are normally activated in healthy individuals during the course of normal immune responses but are dysfunctional in patients with chronic inflammatory and fibrotic diseases. Through its activation of the CB2 receptor, anabasum is designed to drive innate immune responses from the activation phase through completion of the resolution phase. The CB2 receptor plays an endogenous role in modulating and resolving inflammation by, in effect, turning heightened inflammation “off” and restoring homeostasis.

(CB2). We are currently developing anabasum to treat four life-threatening diseases: systemic sclerosis; cystic fibrosis; diffuse cutaneous, skin-predominant dermatomyositis; and systemic lupus erythematosus, or SLE. The United States Food and Drug Administration, or the FDA, has granted anabasum Orphan Designation as well as Fast Track Status for both cystic fibrosis and systemic sclerosis. The European Medicines Authority, or the EMA, has granted anabasum Orphan Designation for both cystic fibrosis and systemic sclerosis.

In November 2016, we reported positive clinical data in a Phase 2 anabasum study for the treatment of systemic sclerosis. Following an end-of-Phase 2 meeting with the FDA, we submitted a protocol to the FDA on March 31, 2017 forcompleted a Phase 3 study in ~~systemic sclerosis. We also received protocol assistance from the EMA on the Phase 3 study design. We expect to commence the Phase 3 study~~dermatomyositis in ~~systemic sclerosis in the fourth quarter of 2017.~~

In December 2016, we completed a Phase 2 study in cystic fibrosis and at the end of March 2017 we reported positive top-line data from this study. We are in the process of developing the protocol design for a Phase 2b clinical trial and have received guidance on the design of the clinical protocol for the study from the Cystic Fibrosis Therapeutic Development Network. We also plan to obtain guidance from the FDA and the EMA on the clinical protocol design. We are currently planning for and finalizing the design of the Phase 2b study in cystic fibrosis and expect to commence this study in the fourth quarter of 2017. We also expect to commence a Phase 2 study in SLE during the fourth quarter of 2017.

~~On October 19, 2017, we reported positive clinical data in a Phase 2 anabasum study for the treatment of skin-predominant dermatomyositis. We plan to~~June 2021 which did not meet ~~with the FDA to discuss the next steps in the clinical development program in dermatomyositis.~~

Since our inception, we have devoted substantially all of our efforts to business planning, research and development, recruiting management and technical staff, acquiring operating assets and raising capital. Our research and development activities have included conducting pre-clinical studies, developing manufacturing methods and the manufacturing of our drug anabasum for clinical trials and conducting clinical studies in patients. Three of the four clinical programs for anabasum are being supported, or have been supported, by non-dilutive awards and grants.its primary endpoint. The National Institutes of ~~Health, or NIH, is funding the majority~~Health-sponsored Phase 2 study of lenabasum in systemic lupus erythematosus has completed its last patient visit and the clinical ~~development costs~~database had been locked. The Company awaits topline results. The Company does not plan to conduct additional clinical studies for ~~the dermatomyositis~~Lenabasum and SLE Phase 2 clinical trials, and the Phase 2 clinical trial in cystic fibrosis has been supported by a $5 million award from the Cystic Fibrosis Foundation Therapeutics, Inc., or CFFT, a non-profit drug discovery and development affiliate of the Cystic Fibrosis Foundation.

will seek licensing partners to fund future development.

Financial Operations Overview

We are ~~a research and development~~an immunology company and have not generated any revenues from the sale of products. We have never been profitable and ~~from inception through September~~at June 30, ~~2017, our losses from operations have been~~2022, we had an accumulated deficit of approximately ~~$55.0 million.~~$372,420,000. Our net losses for the three months ended ~~September~~June 30, ~~2017~~2022 and ~~2016~~2021, were approximately ~~$6,966,000~~$13,249,000 and ~~$5,347,000, respectively and for the nine~~$17,138,000, respectively. For six months ended ~~September~~June 30, ~~2017~~2022 and ~~2016~~2021, our net losses were approximately ~~$21,728,000~~$22,686,000 and ~~$12,428,000, respectively.~~ $33,204,000, respectively,

We expect to continue to incur significant expenses ~~and increasing operating losses~~ for the foreseeable future. We expect our expenses to ~~increase significantly~~continue to decline in ~~connection with~~2022 as compared to 2021 due to the completion of our ~~ongoing activities~~lenabasum clinical studies and a reduction in personnel. We do not plan to ~~develop, seek regulatory approval of~~conduct additional clinical studies for lenabasum. While we expect expenses to decline in 2022, we will still incur significant operating losses and ~~commercialize anabasum. Accordingly,~~accordingly we will need additional financing to support our continuing operations. We will seek to fund our operations through public or private equity or debt financings or other sources, which may include government grants and collaborations with third parties. Adequate additional financing may not be available to us on acceptable terms, or at all. Our failure to raise capital as and when needed would have a negative impact on our financial condition and our ability to pursue our business strategy. We will need to generate significant revenues to achieve profitability, and we may never do so.

We expect to continue to incur ~~significant expenses and increasing~~ operating losses for at least the next several ~~years. We expect our expenses will increase substantially in the remainder of 2017 and in the future~~years in connection with our ongoing activities, as we:

•

conduct preclinical and clinical trials for our product candidates;

•

continue our research and development efforts; and

•

manufacture drugs for clinical studies.

	●	~~conduct clinical trials for anabasum in scleroderma, cystic fibrosis, systemic lupus erythematosus and other indications;~~

	●	~~continue our research and development efforts;~~

	●	~~manufacture clinical study materials and develop commercial scale manufacturing capabilities;~~

	●	~~seek regulatory approval for our product candidates;~~

	●	~~add personnel to support development of our product candidates; and~~

	●	~~operate as a public company~~

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~~Critical Accounting Policies and Estimates~~Revenue Recognition

On an ongoing basis, we evaluate our estimates and judgments for all assets and liabilities, including those related to stock-based compensation expense. We base our estimates and judgments on historical experience, current economic and industry conditions and on various other factors that are believed to be reasonable under the circumstances. This forms the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

We believe that full consideration has been given to all relevant circumstances that we may be subject to, and the consolidated financial statements accurately reflect our best estimate of the results of operations, financial position and cash flows for the periods presented.

~~Results of Operations~~

~~Comparison of Three Months Ended September 30, 2017 and 2016~~

~~Collaboration Revenue~~

To date, we have not generated any revenues from the sales of products. We do not expect to generate revenue from product sales unless and until we successfully complete development and obtain regulatory approval for the marketing of ~~anabasum,~~lenabasum or other of our product candidates, which we expect will take a number of years and is subject to significant uncertainty.

We have not recognized ~~$796,312 and $742,558 of collaboration~~ revenue in the three and six months ended ~~September~~June 30, ~~2017~~2022, respectively. In the three and ~~2016, respectively, related to an award agreement~~six months ended June 30, 2021, we ~~entered~~recognized approximately $137,000 and $784,000 of revenue, respectively.

Amounts recognized in revenue for the six months ended June 30, 2021 were in connection with our entry on January 26, 2018 into in the ~~second quarter of fiscal 2015~~Cystic Fibrosis Program Related Investment Agreement (“Investment Agreement") with the Cystic Fibrosis Foundation ~~Therapeutics, Inc.~~ (“~~CFFT”~~CFF”), a non-profit drug discovery and development ~~affiliate of the Cystic Fibrosis Foundation,~~corporation, pursuant to which we received a development award ~~(the “Award”)~~ for up to ~~$5 million~~$25,000,000 in ~~funding. The~~ funding ~~from the Award supported the~~(the “2018 CFF Award”) to support a Phase ~~2 clinical trial~~2b Clinical Trial (the “Phase 2b Clinical Trial”) of ~~anabasum~~lenabasum in ~~adults~~patients with cystic ~~fibrosis. We have billed and received a total~~fibrosis of $5.0 million in payments since the inception of the Award as outlined below. The payments received under the Award were recorded as deferred revenue when the triggering event to receive those amounts occurred and were amortized on a straight-line basis over the expected duration of the remaining performance period under the Award.

~~Upon the execution of the Award agreement,~~which we received ~~a payment~~$6,250,000 in the first quarter of ~~$1,250,000~~2018, $6,250,000 in ~~May 2015. In November 2015, we received a~~the second ~~payment~~quarter of ~~$1,250,000~~2018, $5,000,000 in the second quarter of 2019, $5,000,000 in the third quarter of 2020, and $2,500,000 in the fourth quarter of 2021, upon ~~the~~our achievement of a milestone related to the progress of the Phase 2b Clinical Trial, as set forth in the Investment Agreement. We received the entire $25 million from the CFF and have recorded a total of $25 million in revenue to date. We will not be recognizing revenue in the future from the 2018 CFF award.

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Results of Operations

Comparison of Three Months Ended June 30, 2022 and 2021

Revenue

To date, we have not generated any revenues from the sales of products. We do not expect to generate revenue from product sales unless and until we successfully complete development and obtain regulatory approval for ~~dosing~~ the ~~first patient. In August 2016,~~marketing of lenabasum or other of our product candidates, which we expect will take a number of years and is subject to significant uncertainty.

We have recognized approximately $0 and $137,000 of revenue in the three months ended June 30, 2022 and 2021, respectively.

Amounts recognized in revenue for the three months ended March 31, 2021 were in connection with our entry on January 26, 2018 into the Cystic Fibrosis Program Related Investment Agreement (“Investment Agreement) with the Cystic Fibrosis Foundation (“CFF”), a non-profit drug discovery and development corporation, pursuant to which we received a ~~third payment from the CFFT~~development award for up to $25 million in funding (the “2018 CFF Award”) to support a Phase 2b Clinical Trial (the “Phase 2b Clinical Trial”) of lenabasum in patients with cystic fibrosis of which we received $6.25 million in the ~~amount~~first quarter of ~~$1,000,000 for achieving a milestone in July 2016 related to dosing the median clinical trial patient. In January 2017, we received a fourth payment from the CFFT~~2018, $6.25 million in the ~~amount~~second quarter of ~~$1,000,000 for achieving~~2018, $5.0 million in the second quarter of 2019, $5.0 million in the third quarter of 2020, and $2.5 million in the fourth quarter of 2021 upon our achievement of a milestone ~~in December 2016 related to completing the final visit for the final patient. We achieved the final milestone in September 2017~~ related to the ~~issuance to CFFT~~progress of the ~~final integrated statistical report related to~~Phase 2b Clinical Trial, as set forth in the Phase 2 CF clinical trial. At that time we had completed all of our performance obligations under the contract and therefore the performance period had concluded. The final milestone amount of $500,000 was billed by us to CFFT in September 2017 and was classified in grants receivable as of September 30, 2017.Investment Agreement. We received the ~~$500,000 milestone payment under~~entire $25 million from the ~~Award from CFFT~~CFF and have recorded a total of $25 million in ~~November 2017.~~

~~Research and Development Expenses~~

~~Research and development expenses are incurred for the development of anabasum and consist primarily of payroll and payments~~revenue to contract research and development companies. To date, these costs are related to generating pre-clinical data and the cost of manufacturing anabasum for clinical trials and conducting clinical trials. These costs are expected to increase significantlydate. We will not be recognizing revenue in the future ~~as anabasum is evaluated in additional later stage clinical trials.~~from the 2018 CFF award.

Research and Development. Research and development expenses for the three months ended ~~September~~June 30, ~~2017~~2022 totaled approximately ~~$5,623,000, an increase~~$2,500,000, a decrease of ~~approximately $1,307,000 over~~$8,765,000 from the ~~$4,316,000~~$11,265,000 recorded for the three months ended ~~September~~June 30, ~~2016.~~2021. The ~~increase~~decrease in fiscal quarter 2022 as compared to 2021 was primarily attributable to ~~increases~~lower clinical expenses of ~~$473,000~~approximately $2,425,000 associated with the end of lenabasum clinical studies. There was also a decrease of $2,347,000 in compensation costs, ~~$420,000 in clinical trial costs, and $414,000 in stock-based compensation expense.~~

~~General and Administrative Expenses~~

General and administrative expenses consist primarily of payroll, rent and professional services such as accounting and legal services. We anticipate that our general and administrative expenses will increase significantly during the remainder of 2017 and$2,242,000 decrease in the ~~future as we increase our headcount~~upfront payments made to ~~support our continued~~in-license integrin drugs, and $859,000 in consulting costs.

During 2018, the Company formed a subsidiary in each of the United Kingdom and Australia and approximately 21% and 13% of research and development expenses recorded for the three months ended June 30, 2022 and the potential commercialization of our product candidates. We also anticipate increased expenses related to audit, legal, regulatory, and tax-related services associated with maintaining compliance with NASDAQ exchange listing and SEC requirements, director and officer insurance, and investor relations costs associated with being a public company.2021, respectively was recorded in these entities.

General and ~~administrative~~Administrative. General and Administrative expense for the three months ended ~~September~~June 30, ~~2017~~2022 totaled approximately ~~$2,131,000, an increase~~$4,840,000, a decrease of ~~approximately $370,000 over~~$732,000 from the ~~$1,761,000~~$5,572,000 recorded for the three months ended ~~September~~June 30, ~~2016.~~2021. The ~~increase~~decrease in fiscal 2022 as compared to fiscal 2021 was primarily attributable to ~~increases~~decreases in compensation costs of ~~approximately $109,000 in stock-based compensation expense, $106,000 in recruiting cost~~$562,000 and ~~other individually immaterial items resulting in a net aggregate~~software costs of $290,000 which were partially offset by an increase of ~~$155,000.~~$228,000 in legal costs.

Litigation Settlement. Litigation Settlement expense for the three months ended June 30, 2022 totaled $5,000,000 as a result of the settlement with Venn Therapeutics, LLC. There was no litigation settlement for the three months ended June 30, 2021.

Other Expense, ~~Net~~

Net.Other expense, net for the three months ended ~~September~~June 30, ~~2017 totaled~~2022 was approximately ~~$9,000, a decrease of~~$909,000 as compared to approximately ~~$4,000 from the $13,000~~$437,000 recorded for the three months ended ~~September~~June 30, ~~2016~~2021. The increase of $472,000 in 2022 as compared to 2021 was primarily attributable foreign currency losses and the change in the fair value of the derivative liability.

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Comparison of Six Months Ended June 30, 2022 and 2021

Revenue

We had recognized $0 and $784,000 in revenue for the six months ended June 30, 2022 and 2021.

Research and Development. Research and development expenses for the six months ended June 30, 2022 totaled approximately $5,786,000, a decrease of $16,200,000 from the $21,986,000 recorded for the six months ended June 30, 2021. The decrease in fiscal 2022 as compared to fiscal 2021 was primarily attributable to ~~an increase in net interest income~~lower clinical expenses of approximately ~~$42,000~~$6,991,000 associated with the end of lenabasum clinical studies. There was also a decrease of $4,626,000 in compensation costs, $2,269,000 decrease in the upfront payments made to in-license integrin drugs, and $802,000 in consulting costs, and $523,000 in software costs.

During 2018, the Company formed a subsidiary in each of the United Kingdom and Australia and approximately 28% and 25% of research and development expenses recorded for the six months ended June 30, 2022 and 2021, respectively was recorded in these entities.

General and Administrative. General and Administrative expense for the six months ended June 30, 2022 totaled approximately $10,071,000, a decrease of $843,000 from the $10,914,000 recorded for the six months ended June 30, 2021. The decrease in fiscal 2022 as compared to fiscal 2021 was primarily attributable to decreases in compensation costs of $1,441,000 partially offset by an increase in ~~realized and unrealized foreign currency exchange transaction losses~~legal costs of ~~$37,000 in the three months ended September 30, 2017 compared with the three months ended September 30, 2016.~~$703,000.

~~Comparison of Nine Months Ended September 30, 2017 and 2016~~

~~Collaboration Revenue~~

~~We have recorded $2,440,195 and $1,535,754 of collaboration revenue in the nine months ended September 30, 2017 and 2016, respectively, related to the agreement with the CFFT.~~

~~Research and Development Expenses~~

Research and development expenses for the nine months ended September 30, 2017 totaled approximately $17,752,000, an increase of approximately $7,696,000 over the approximately $10,057,000 recorded for the nine months ended September 30, 2016. The increase was primarily attributable to increases of approximately $4,958,000 in clinical trial costs, $1,544,000 in compensation costs, and $1,194,000 in stock-based compensation expense.

~~General and Administrative Expenses~~

~~General and administrative~~Litigation Settlement. Litigation Settlement expense for the ~~nine~~six months ended ~~September~~June 30, ~~2017~~2022 totaled ~~approximately $6,389,000, an increase~~$5,000,000 as a result of ~~approximately $2,497,000 over~~ the ~~approximately $3,892,000 recorded~~settlement with Venn Therapeutics, LLC. There was no litigation settlement for the ~~nine~~six months ended ~~September~~June 30, 2017. The increase was primarily attributable to increases of approximately $1,517,000 in stock-based compensation expense, $277,000 in investor relations costs, $152,000 in recruiting costs, $141,000 in insurance costs, $100,000 in consulting expenses cost and other individually immaterial items resulting in a net aggregate increase of $310,000.2021.

Other Expense, ~~Net~~

Net.Other expense, net for the ~~nine~~six months ended ~~September~~June 30, ~~2017 totaled~~2022 was approximately ~~$27,000, an increase of~~$1,829,000 as compared to approximately ~~$11,000 over the $16,000 of other expense, net~~$1,088,000 recorded for the ~~nine~~six months ended ~~September~~June 30, ~~2016.~~2021. The increase of $741,000 in 2022 as compared to 2021 was primarily attributable ~~to an increase in realized and unrealized~~ foreign currency ~~exchange transaction~~ losses ~~of approximately $61,000 partially offset by an increase in interest income, net of approximately $50,000~~and the change in the ~~nine months ended September 30, 2017 compared with~~fair value of the ~~nine months ended September 30, 2016.~~derivative liability.

Liquidity and Capital Resources

Since inception, we have experienced negative cash flows from operations. We have financed our operations primarily through sales of equity-related securities. In addition, the majority of the costs of the ~~dermatomyositis and systemic lupus erythematosus~~SLE clinical ~~trials are being~~trial has been or is expected to be funded by NIH grants and our phase 2b clinical trial in cystic fibrosis ~~clinical trial has been partially funded~~was supported by ~~a $5 million award from~~ the ~~CFFT.~~2018 CFF Award. At ~~September~~June 30, ~~2017,~~2022, our accumulated deficit since inception was approximately ~~$55,004,000.~~$372,420,000.

At ~~September~~June 30, ~~2017,~~2022, we had total current assets of approximately ~~$38,017,000~~$75,238,000 and ~~total~~ current liabilities of approximately ~~$6,335,000,~~$15,630,000, resulting in working capital of approximately ~~$31,682,000. At September~~$59,608,000. Of our total cash, cash equivalents, investments, and restricted cash of $74.0 million at June 30, ~~2017, we had total assets of~~2022, approximately ~~$38,420,000 and total liabilities of approximately $6,439,000 resulting in a stockholders’ equity of approximately $31,980,000.~~$71.0 million was held within the United States.

Net cash used in operating activities for the ~~nine~~six months ended ~~September~~June 30, ~~2017~~2022 was approximately ~~$18,683,000,~~$22,844,000, which includes a net loss of approximately ~~$21,728,000, offset by~~$22,686,000, adjusted for non-cash expenses of approximately ~~$4,491,000 principally~~$5,634,000 largely related to ~~an increase in~~ stock-based compensation expense, and ~~increased by~~ approximately ~~$1,445,000~~$5,792,000 of cash used ~~for~~by net working capital ~~items.~~items principally due to paying down accounts payable and accrued expenses.

Cash ~~used in~~provided by investing activities for the ~~nine~~six months ended ~~September~~June 30, ~~2017~~2022 totaled approximately ~~$127,000 for the purchase~~$24,266,000, which was principally related to sales and purchases of ~~property and equipment.~~marketable securities.

Cash ~~provided by~~used in financing activities for the ~~nine~~six months ended ~~September~~June 30, ~~2017~~2022 totaled approximately ~~$40,415,000. On February 28, 2017,~~$657,000, which was related to the repayment of short-term borrowings.

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Under current SEC regulations, if at any time our public float is less than $75.0 million, and for so long as our public float remains less than $75.0 million, the amount we ~~entered into a~~can raise through primary public offerings of securities ~~purchase agreement providing~~in any twelve-month period using shelf registration statements is limited to an aggregate of one-third of our public float, which is referred to as the baby shelf rules. As of March 8, 2022, at the time of the filing of our Annual Report on Form 10-K for the ~~issuance~~year ended December 31, 2021, our calculated public float was below $75.0 million and ~~sale~~we will be subject to baby shelf rules for any offerings conducted on our shelf registration statement. As of ~~3,887,815~~August 9, 2022, the date of the filing of this Quarterly Report on Form 10-Q, the aggregate market value of our outstanding common stock held by non-affiliates, or the public float, was $37.5 million, which was calculated based on 124,695,962 shares of our outstanding common stock held by non-affiliates at a price of $0.30 per share, the closing price of our common stock ~~in a registered direct offering to institutional and accredited investors at a purchase price~~on July 8, 2022. As such, we will be restricted from selling more than $12.5 million of $7.00 per share with net proceeds to us totaling $27,177,102. In November 2016, we entered into a sales agreement with Cantor Fitzgerald under which we directed Cantor Fitzgerald as our placement agent to sell common stock under an “At the Market Offering” (“Sales Agreement”). Sales of common stock under the Sales Agreement were madesecurities pursuant to ~~an effective~~a shelf registration statement ~~for an~~in any twelve-month period, so long as the aggregate ~~offering of up to $35 million. During the nine months ended September 30, 2017, we received net proceeds of $13,403,584 from sales~~market value of our common stock pursuant to the Sales Agreement, net of 3% commission paid to Cantor Fitzgerald. All sales of common stock under the Sales Agreement occurred in the first quarter of 2017 and we did not sell any shares of our common stock under the Sales Agreement during the second or third quarter of 2017. The Sales Agreement was terminated in connection with the October 2017 Offering discussed below.held by non-affiliates is less than $75.0 million.

On October 26, 2017, we consummated an underwritten public offering of shares of our common stock pursuant to which we sold an aggregate of 4,650,000 shares of our common stock to institutional investors at a purchase price of $7.00 per share with net proceeds to us totaling approximately $30,397,000 (“October 2017 Offering”).We also granted the underwriters a 30-day option to purchase up to an additional 697,500 shares of common stock on the same terms as the underwriters were purchasing the base number of shares. We expect to use the net proceeds from the~~October 2017 Offering~~to fund our continued development of anabasum and for general corporate purposes, which may include funding preclinical studies and clinical trials, manufacturing anabasum for clinical trials and commercial launch, and acquisitions or investments in businesses, products or technologies that are complementary, and to increase our working capital and fund capital expenditures.

During the nine months ended September 30, 2017, we issued 239,817 shares of common stock upon the exercise of stock options to purchase common stock and we received proceeds of $109,053 from these exercises. Cash provided by financing activities for the nine months ended September 30, 2017 included principal payments on notes payable of approximately $272,000 in connection with our loan agreement with a financing company. The terms of the loan that we entered into in October 2016 stipulated equal monthly payments of principal and interest payments of $39,114 over a nine-month period. Interest accrued on this loan at an annual rate of 2.25%. This loan was fully repaid in July 2017.

We expect our cash, ~~on hand~~cash equivalents, and marketable securities of ~~$36,597,469~~approximately $73.3 million at ~~September~~June 30, 2017 together with the proceeds from the October 2017 Offering and the remaining milestone payment of $500,000 from the Cystic Fibrosis Foundation Therapeutics, Inc. (“CFFT”), which we received in November 2017, to2022 will be sufficient to meet our operating and capital requirements into the ~~fourth~~first quarter of ~~2019~~2024, based on current planned expenditures.

We will need to raise significant additional capital to continue to fund operations and the discovery and pre-clinical costs for our product candidates. If we are unable to raise sufficient capital in the future, we may be required to undertake cost-cutting measures, including delaying or discontinuing certain clinical ~~trials for anabasum.~~activities. We may seek to sell common stock, ~~including sales under our Sales Agreement,~~ preferred stock or convertible debt securities, enter into a credit facility or another form of third-party funding or seek other debt financing. In addition, we may seek to raise cash through collaborative agreements or from government grants. The sale of equity and convertible debt securities may result in dilution to our stockholders and certain of those securities may have rights senior to those of our common shares. If we raise additional funds through the issuance of preferred stock, convertible debt securities or other debt financing, these securities or other debt could contain covenants that would restrict our operations. Any other third-party funding arrangement could require us to relinquish valuable rights.

The source, timing and availability of any future financing will depend principally upon market conditions, and, more specifically, on the progress of our clinical development programs.

Funding may not be available when needed, at all, or on terms acceptable to us. Lack of necessary funds may require us, among other things, to delay, scale back or eliminate expenses including some or all of our planned clinical trials.

~~Contractual Obligations and Commitments~~

The following table presents information about our known contractual obligations as of September 30, 2017. It does not reflect contractual obligations that may have arisen or may arise after that date. Except for historical facts, the information in this section is forward-looking information.

Payments due by period
Contractual Obligations Total Remainder of
Fiscal 2017 Fiscal
2018-2019 Fiscal
2020-2021 After
Fiscal 2021
Operating lease obligations (1) $ 5,543,755 $ 81,576 $ 1,056,847 $ 1,614,843 $ 2,790,489
Capital lease obligations (2) 6,058 1,136 4,922 — —
Total $ 5,549,813 $ 82,712 $ 1,061,769 $ 1,614,843 $ 2,790,489

	~~(1)~~	In September 2016, our commercial lease for office space was amended for our expansion into an additional 4,088 square feet of office space within the existing building for an aggregate total of 10,414 square feet of leased office space (“September 2016 Amendment”). We began occupying this space in November 2016 and the lease for this office space was to terminate in January 2021. On August 21, 2017, we entered into a lease agreement (“August 2017 Lease Agreement”) with the existing landlord, pursuant to which we agreed to lease 32,733 square feet of office space (“Leased Premises”) in a building different than under the September 2016 Amendment. The initial term of the August 2017 Lease Agreement is for a period of seven years and is expected to begin upon the earlier of the date of our completion of the work to be performed to prepare the Leased Premises for our initial occupancy or February 18, 2018. The base rent for the Leased Premises ranges from approximately $470,000 for the first year to $908,341 for the seventh year. Additionally, the August 2017 Lease Agreement required us to provide a standby irrevocable letter of credit of $400,000, which may be reduced, if we are not in default under the August 2017 Lease Agreement, to $300,000 and $200,000 on the third and fourth anniversary of the commencement date, respectively, We entered into an unsecured letter of credit for $400,000 in connection with the August 2017 Lease Agreement. The September 2016 Amendment will be terminated upon the commencement date of the August 2017 Lease Agreement.

	~~(2)~~	On December 30, 2015, we entered into a lease agreement for a copier machine. The machine was placed in service in January 2016. The lease is for a three-year term and includes a bargain purchase option at the end of the term.

We may enter into contracts in the normal course of business with clinical research organizations for clinical trials and clinical supply manufacturing and with vendors for pre-clinical research studies, research supplies and other services and products for operating purposes. These contracts generally provide for termination on notice, and therefore, we believe that our non-cancelable obligations under these agreements are not material. As of September 30, 2017, other than the items in the table above, we had no material contractual obligations or commitments that will affect our future liquidity.

Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to ~~investors.~~investors, other than future royalty payments under development award agreements discussed as follows:

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License Agreement with Jenrin

Pursuant to the terms of the Jenrin Agreement, we are obligated to pay potential milestone payments to Jenrin totaling up to $18.4 million for each compound we elect to develop based upon the achievement of specified development and regulatory milestones. In addition, we are obligated to pay Jenrin royalties in the mid, single digits based on net sales of any Licensed Products, as defined in the Jenrin Agreement, subject to specified reductions.

The Jenrin Agreement terminates on a country-by-country basis and product-by-product basis upon the expiration of the royalty term for such product in such country. Each royalty term begins on the date of the first commercial sale of the licensed product in the applicable country and ends on the later of seven years from such first commercial sale or the expiration of the last to expire of the applicable patents in that country. The Jenrin Agreement may be terminated earlier in specified situations, including termination for uncured material breach of the Jenrin Agreement by either party, termination by Jenrin in specified circumstances, termination by Corbus with advance notice and termination upon a party’s insolvency or bankruptcy.

License Agreement with Milky Way

Pursuant to the terms of the Milky Way Agreement, we are obligated to pay potential milestone payments to Milky Way totaling up to $53.0 million based upon the achievement of specified development and regulatory milestones. In addition, we are obligated to pay Milky Way royalties in the lower, single digits based on net sales of any Licensed Products, as defined in the Milky Way Agreement.

The Milky Way Agreement will remain in effect on a Licensed Product-by-License Product and country-by-country basis, until the expiration of the Royalty Term of the Licensed Product in the country. The "Royalty Term" means the period beginning from the First Commercial Sale of the Licensed Product in the country until the expiration of the last-to-expire Valid Claim in any Licensor Patent in the country that Covers the composition of matter of the Licensed product, the manufacture of the Licensed Product in the country, or a method of use of the Licensed Product for an indication for which Regulatory Approval has been obtained in the country. The Milky Way Agreement may be terminated earlier in specified situations, including termination for material breach or termination by Corbus with advance notice.

License Agreement with UCSF

Pursuant to the terms of the UCSF Agreement, we are obligated to pay potential milestone payments to UCSF totaling up to $153.0 million based upon the achievement of specified development and regulatory milestones. In addition, we are obligated to pay UCSF royalties in the lower, single digits based on net sales of any Licensed Products, as defined in the UCSF Agreement.

The UCSF Agreement will remain in effect until the expiration or abandonment of the last of the Patent Rights licensed. The Royalty Term is the duration of Patent Rights in that country covering the applicable Licensed Product or Licensed Services Sold in the country. The UCSF Agreement may be terminated earlier in specified situations, including termination for material breach, termination by Corbus with advance notice and termination upon a party's bankruptcy.

Critical Accounting Policies and Estimates

Our condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these financial statements requires management to make estimates, assumptions, and judgements that affect the reported amounts of assets, liabilities, revenue, costs of expenses and related disclosures in the condensed consolidated financial statements. On an ongoing basis, we evaluate our estimates and judgments. We base our estimates and judgments on historical experience, current economic and industry conditions and on various other factors that are believed to be reasonable under the circumstances. This forms the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. We believe our critical accounting policies that involve the most judgement and complexity are those relating to:


●	stock based compensation;
●	accrued research and development expenses; and
●	right of use assets and lease liabilities;

-31-

Stock-Based Compensation

Stock options are granted with an exercise price at no less than fair market value at the date of the grant. The stock options normally expire ten years from the date of grant. Stock option awards vest upon terms determined by our Board.

We recognize compensation costs resulting from the issuance of stock-based awards to employees, members of our Board and consultants. The fair value of each option grant was estimated as of the date of grant using the Black-Scholes option-pricing model. The fair value is amortized as compensation cost on a straight-line basis over the requisite service period of the awards, which is generally the vesting period. Due to our limited operating history, we estimated our volatility in consideration of a number of factors, including the volatility of comparable public companies and, commencing in 2015, we also included the volatility of our own common stock. We use historical data, as well as subsequent events occurring prior to the issuance of the consolidated financial statements, to estimate option exercise and employee forfeitures within the valuation model. The expected term of options granted to employees under our stock plans is based on the average of the contractual term (generally 10 years) and the vesting period (generally 48 months). The expected term of options granted under the 2014 Plan, all of which qualify as “plain vanilla” per SEC Staff Accounting Bulletin 107, is based on the average of the 6.25 years. For non-employee options, the expected term is the contractual term. The risk-free rate is based on the yield of a U.S. Treasury security with a term consistent with the option. We estimate the forfeiture rate at the time of grant and revise it, if necessary, in subsequent periods if actual forfeitures differ from those estimates. Forfeitures were estimated based on management’s expectation through industry knowledge and historical data. We have never paid dividends on our common stock and do not anticipate paying dividends on our common stock in the foreseeable future. Accordingly, we have assumed no dividend yield for purposes of estimating the fair value of our share-based compensation.

Accrued Research and Development Expenses

As part of the process of preparing financial statements, we are required to estimate and accrue expenses, the largest of which are research and development expenses. This process involves: communicating with our applicable personnel to identify services that have been performed on our behalf and estimating the level of service performed and the associated cost incurred for the service when we have not yet been invoiced or otherwise notified of actual cost; estimating and accruing expenses in our financial statements as of each balance sheet date based on facts and circumstances known to us at the time; and periodically confirming the accuracy of our estimates with selected service providers and making adjustments, if necessary.

Examples of estimated research and development expenses that we accrue include:

•

fees paid to CROs in connection with nonclinical studies;

•

fees paid to contract manufacturers in connection with the production of lenabasum for clinical trials;

•

fees paid to CRO and research institutions in connection with conducting of clinical studies; and

•

professional service fees for consulting and related services.

We base our expense accruals related to clinical studies on our estimates of the services performed pursuant to contracts with multiple research institutions and clinical research organizations that conduct and manage clinical studies on our behalf. The financial terms of these agreements vary from contract to contract and may result in uneven payment flows. Payments under some of these contracts depend on factors, such as the successful enrollment of patients and the completion of clinical study milestones. Our service providers invoice us monthly in arrears for services performed. In accruing service fees, we estimate the time period over which services will be performed and the level of effort to be expended in each period. If we do not identify costs that we have begun to incur or if we underestimate or overestimate the level of services performed or the costs of these services, our actual expenses could differ from our estimates.

To date, we have not experienced significant changes in our estimates of accrued research and development expenses following each applicable reporting period. However, due to the nature of estimates, we cannot assure you that we will not make changes to our estimates in the future as we become aware of additional information regarding the status or conduct of our clinical studies and other research activities.

-32-

Leases

We lease our office space. We determine if an arrangement is a lease at inception. Operating leases are included in operating lease right-of-use (“ROU”) assets, other current liabilities and operating lease liabilities in our consolidated balance sheets.

ROU assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. As our leases do not provide an implicit rate, we use an incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. This is the rate we would have to pay if borrowing on a collateralized basis over a similar term to each lease. The ROU asset also includes any lease payments made and excludes lease incentives. Lease expense for lease payments is recognized on a straight-line basis over the lease term.

The Company has subleased a portion of its leased facility under an agreement considered to be an operating lease according to GAAP. The Company has not been legally released from its primary obligations under the original lease and therefore it continues to account for the original lease as it did before commencement of the sublease. The Company will record both fixed and variable payments received from the sublessee in its statement of operations on a straight-line basis as an offset to rent expense.

~~Item 3.~~

~~Quantitative and Qualitative Disclosures About Market Risk.~~

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

Our exposure to market risk is limited to our cash and cash equivalents, all of which have maturities of three months or less. The primary objectives of our investment activities are to preserve principal, provide liquidity and maximize income without significantly increasing risk. Our primary exposure to market risk is interest income sensitivity, which is affected by changes in the general level of U.S. interest rates. However, because of the short-term nature of the instruments in our portfolio, a sudden change in market interest rates would not be expected to have a material impact on our financial condition and/or results of operation. We do not have any foreign currency or other derivative financial instruments.Not Applicable.

Item 4.

~~Controls and Procedures.~~

~~Disclosure~~ Controls and ~~Procedures~~Procedures.

Evaluation of Our Disclosure Controls and Procedures

We maintain disclosure controls and procedures that are designed to provide reasonable assurance that material information required to be disclosed in our periodic reports filed under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms and to provide reasonable assurance that such information is accumulated and communicated to our management, our principal executive officer and our principal financial officer, to allow timely decisions regarding required disclosure. Our management, with the participation of our Chief Executive Officer and our Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) of the Exchange Act, as amended) as of the end of the period covered by this report. Based on that evaluation, our Chief Executive Officer and our Chief Financial Officer concluded that our disclosure controls and procedures as of the end of the period covered by this report were effective in ensuring that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and that the information required to be disclosed by us in such reports is accumulated and communicated to our management, including our Chief Executive Officer and our Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

~~Evaluation of~~ Changes in Internal Control over Financial Reporting

There was no change in our internal control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) that occurred during the period to which this report relates that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risks that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. From time to time, we make changes to our internal control over financial reporting that are intended to enhance its effectiveness and which do not have a material effect on our overall internal control over financial reporting.

-33-

PART II — OTHER INFORMATION

~~Item 1.~~

~~Legal Proceedings.~~

Item 1. Legal Proceedings.

~~None.~~

On May 12, 2022, the Company entered into a binding term sheet (the “Settlement ”) with Venn Therapeutics, LLC, (“Venn”) to resolve the claims by Venn against the Company, its Chief Executive Officer, and a former employee which were previously disclosed in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021 and the Company’s Quarterly Report on Form 10-Q for the period ended March 31, 2022.

Under the terms of the Settlement, the Company made a $5 million payment to Venn on May 26, 2022 and Venn dismissed with prejudice all claims against the Company, its Chief Executive Officer and a former employee.

~~Item 1A.~~

~~Risk Factors.~~

Item 1A. Risk Factors.

There have been no material changes in or additions to the risk factors ~~from what was reported~~included in ~~our 2016~~or Annual Report on Form ~~10-K.~~10-K for the year ended December 31, 2021.

~~Item 2.~~

~~Unregistered Sales of Equity Securities and Use of Proceeds.~~

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

None.

~~Item 3.~~

~~Defaults Upon Senior Securities.~~

Item 3. Defaults Upon Senior Securities.

None.

~~Item 4.~~

~~Mine Safety Disclosures.~~

Item 4. Mine Safety Disclosures.

Not applicable.

~~Item 5.~~

~~Other Information.~~

Item 5. Other Information.

None.

-34-

Item 6. Exhibits.

The exhibits listed below are filed or furnished as part of this Quarterly Report on Form 10-Q.

EXHIBIT INDEX

~~Item 6.~~

~~Exhibits~~

~~Exhibit~~ ~~No.~~		~~Description~~
Exhibit No.		Description
~~10.1~~		Lease Agreement, dated August 21, 2017, by and between Corbus Pharmaceuticals, Inc. and River Ridge Limited Partnership (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed with the SEC on August 22, 2017).
31.1
~~10.2~~		Guarantee, dated August 21, 2017, by Corbus Pharmaceuticals Holdings, Inc. (incorporated by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K filed with the SEC on August 22, 2017).

~~31.1~~		Certification of Chief Executive Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a).*

31.2		Certification of Chief Financial Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a).*

32.1		Certification of Chief Executive Officer pursuant to Rule 13a-14(b) or Rule 15d-14(b).**

32.2		Certification of Chief Financial Officer pursuant to Rule 13a-14(b) or Rule 15d-14(b).**

101.INS		Inline 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

101.SCH		Inline XBRL Taxonomy Extension Schema Document.*

101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document.*

101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document.*

101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document.*

101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document.*

*	~~Filed herewith.~~

**	~~Furnished, not filed.~~

~~EXHIBIT INDEX~~

~~Exhibit~~

~~No.~~104

~~Description~~

~~10.1~~

~~Lease Agreement, dated August 21, 2017, by and between Corbus Pharmaceuticals, Inc. and River Ridge Limited Partnership (incorporated by reference to Exhibit 10.1 of~~

The cover page from the Company’s ~~Current~~Quarterly Report on Form ~~8-K filed with~~10-Q for the ~~SEC on August 22, 2017).~~quarterly period ended June 30, 2022 is formatted in iXBRL*


*		Filed herewith.
~~10.2~~ **		Guarantee, dated August 21, 2017, by Corbus Pharmaceuticals Holdings, Inc. (incorporated by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K filed with the SEC on August 22, 2017).

~~31.1~~		Certification of Chief Executive Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a).*

~~31.2~~		Certification of Chief Financial Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a).*

~~32.1~~		Certification of Chief Executive Officer pursuant to Rule 13a-14(b) or Rule 15d-14(b).**

~~32.2~~		Certification of Chief Financial Officer pursuant to Rule 13a-14(b) or Rule 15d-14(b).**

~~101.INS~~		XBRL Instance Document.*

~~101.SCH~~		XBRL Taxonomy Extension Schema Document.*

~~101.CAL~~		XBRL Taxonomy Extension Calculation Linkbase Document.*

~~101.DEF~~		XBRL Taxonomy Extension Definition Linkbase Document.*

~~101.LAB~~		XBRL Taxonomy Extension Label Linkbase Document.*

~~101.PRE~~		XBRL Taxonomy Extension Presentation Linkbase Document.*

*	~~Filed herewith.~~
**	Furnished, not filed.

~~SIGNATURES~~

-35-

SIGNATURES

Pursuant to the requirements ~~of Section 13 or 15(d)~~ 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.


	Corbus Pharmaceuticals Holdings, Inc.

Date: ~~November 8, 2017~~August 9, 2022	By:	/s/ Yuval Cohen
	Name:	Yuval Cohen
	Title:	Chief Executive Officer
		(Principal Executive Officer)

Date: ~~November 8, 2017~~August 9, 2022	By:	/s/ Sean Moran
	Name:	Sean Moran
	Title:	Chief Financial Officer
		(Principal Financial Officer and Chief Accounting Officer)

-36-


Title of Each Class	Trading Symbol	Name of Each Exchange on Which Registered
Common Stock, par value $0.0001 per share	CRBP	Nasdaq Global Market


Large accelerated filer	~~[ ]~~ ☐		Accelerated filer	~~[X]~~ ☐

Non-accelerated filer	~~[ ]~~ ☒	~~(Do not check if a smaller reporting company)~~	Smaller reporting company	~~[ ]~~ ☒

			Emerging growth company	~~[X]~~ ☐


	September 30, 2017			December 31, 2016			June 30, 2022			December 31, 2021
		(Unaudited)					(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	36,597,469		$	14,992,257		$	25,770,665		$	25,006,632
Investments								47,532,557			72,640,520
Restricted cash		200,000			150,000			192,475			192,475
Grants receivable		500,000			1,000,000
Stock subscriptions receivable		—			330,413
Prepaid expenses and other current assets		719,868			930,261			1,742,273			2,365,010
Total current assets		38,017,337			17,402,931			75,237,970			100,204,637
Restricted cash		—			50,000			477,425			477,425
Property and equipment, net		337,297			435,251			1,989,007			2,392,696
Operating lease right of use assets								4,258,077			4,609,110
Other assets		65,026			—			104,165			46,385
Total assets	$	38,419,660		$	17,888,182		$	82,066,644		$	107,730,253
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Notes payable	$	—		$	271,757		$	110,705		$	767,938
Accounts payable		3,776,516			3,419,921			1,986,622			1,782,277
Accrued expenses		2,558,602			3,256,455			4,716,422			10,093,312
Deferred revenue		—			1,940,195
Deferred rent, current		—			10,263
Derivative liability								133,710			133,710
Operating lease liabilities, current								1,207,471			1,136,948
Current portion of long-term debt								7,474,846			3,093,344
Total current liabilities		6,335,118			8,898,591			15,629,776			17,007,529
Deferred rent, noncurrent		102,561			65,724
Other liabilities		1,482			4,632
Long-term debt, net of debt discount								11,612,237			15,636,275
Other long-term liabilities								22,205			22,205
Operating lease liabilities, noncurrent								5,332,569			5,956,217
Total liabilities		6,439,161			8,968,947			32,596,787			38,622,226
Commitments and Contingencies
Stockholders’ equity
Preferred stock, $0.0001 par value; 10,000,000 shares authorized, no shares issued and outstanding at September 30, 2017 and December 31, 2016		—			—
Common stock, $0.0001 par value; 150,000,000 shares authorized, 50,223,010 and 44,681,745 shares issued and outstanding at September 30, 2017 and December 31, 2016, respectively		5,022			4,468
Preferred stock, $0.0001 par value; 10,000,000 shares authorized, 0 shares issued and outstanding at June 30, 2022 and December 31, 2021								—			—
Common stock, $0.0001 par value; 300,000,000 shares authorized, 125,268,381 and 125,230,881 shares issued and outstanding at June 30, 2022 and December 31, 2021, respectively								12,527			12,523
Additional paid-in capital		86,979,888			42,191,256			421,996,544			418,891,713
Accumulated deficit		(55,004,411	)		(33,276,489	)		(372,419,894	)		(349,733,764	)
Accumulated other comprehensive loss								(119,320	)		(62,445	)
Total stockholders’ equity		31,980,499			8,919,235			49,469,857			69,108,027
Total liabilities and stockholders’ equity	$	38,419,660		$	17,888,182		$	82,066,644		$	107,730,253

	For the Three Months Ended						For the Nine Months Ended
	September 30,						September 30,						For the Three Months Ended June 30,						For the Six Months Ended June 30,
	2017			2016			2017			2016			2022			2021			2022			2021
Collaboration revenue	$	796,312		$	742,558		$	2,440,195		$	1,535,754
Revenue from awards													$	—		$	136,558		$	—		$	784,382
Operating expenses:
Research and development		5,622,511			4,315,632			17,752,283			10,056,568			2,499,642			11,265,220			5,785,878			21,986,043
General and administrative		2,130,587			1,760,696			6,388,802			3,891,810			4,840,368			5,572,397			10,071,291			10,913,594
Litigation Settlement														5,000,000			—			5,000,000			—
Total operating expenses		7,753,098			6,076,328			24,141,085			13,948,378			12,340,010			16,837,617			20,857,169			32,899,637
Operating loss		(6,956,786	)		(5,333,770	)		(21,700,890	)		(12,412,624	)		(12,340,010	)		(16,701,059	)		(20,857,169	)		(32,115,255	)
Other income (expense), net:
Interest income, net		43,402			1,731			50,039			420
Foreign currency exchange loss		(52,212	)		(14,729	)		(77,071	)		(16,196	)
Other expense, net		(8,810	)		(12,998	)		(27,032	)		(15,776	)
Other income (expense), net														(208,683	)		(227,609	)		(402,034	)		(242,703	)
Interest income (expense), net														(490,339	)		(401,170	)		(949,248	)		(1,047,720	)
Change in fair value of derivative liability														0			204,000			0			198,000
Foreign currency exchange gain (loss), net														(209,856	)		(12,538	)		(477,679	)		4,134
Other income (expense), net														(908,878	)		(437,317	)		(1,828,961	)		(1,088,289	)
Net loss	$	(6,965,596	)	$	(5,346,768	)	$	(21,727,922	)	$	(12,428,400	)	$	(13,248,888	)	$	(17,138,376	)	$	(22,686,130	)	$	(33,203,544	)
Net loss per share, basic and diluted	$	(0.14	)	$	(0.12	)	$	(0.44	)	$	(0.31	)	$	(0.11	)	$	(0.15	)	$	(0.18	)	$	(0.28	)
Weighted average number of common shares outstanding, basic and diluted		50,221,597			43,783,504			48,946,335			40,059,364			125,255,881			116,364,131			125,249,596			120,722,622

Comprehensive loss:
Net loss													$	(13,248,888	)	$	(17,138,376	)	$	(22,686,130	)	$	(33,203,544	)
Other comprehensive income (loss):
Change in unrealized gain (loss) on marketable debt securities														50,373			23,311			(56,875	)		(5,454	)
Total other comprehensive income (loss)														50,373			23,311			(56,875	)		(5,454	)
Total comprehensive loss													$	(13,198,515	)	$	(17,115,065	)	$	(22,743,005	)	$	(33,208,998	)

	Nine Months Ended
	September 30,
	2017			2016
Cash flows from operating activities:
Net loss	$	(21,727,922	)	$	(12,428,400	)
Adjustments to reconcile net loss to net cash used in operating activities:
Share-based compensation expense		4,233,511			1,522,345
Depreciation and amortization		191,093			57,695
Unrealized loss on foreign exchange		39,492			—
Deferred rent		26,574			—
Changes in operating assets and liabilities:
Decrease in grants receivable		500,000			—
Decrease in prepaid expenses		210,393			60,717
Increase in other assets		(65,026	)		—
Increase in accounts payable		517,677			1,448,004
(Decrease) increase in accrued expenses		(668,286	)		1,772,585
Decrease in deferred revenue		(1,940,195	)		(535,753	)
Increase in other long-term liabilities		—			10,205
Net cash used in operating activities		(18,682,689	)		(8,092,602	)
Cash flows from investing activities:
Purchases of property and equipment		(127,246	)		(257,014	)
Net cash used in investing activities		(127,246	)		(257,014	)
Cash flows from financing activities:
Principal payments on notes payable		(271,757	)		(162,019	)
Proceeds from issuance of common stock		41,378,762			15,235,283
Issuance costs paid for common stock financings		(689,023	)		—
Principal payments on capital lease obligation		(2,835	)		(2,575	)
Net cash provided by financing activities		40,415,147			15,070,689
Net increase in cash, cash equivalents, and restricted cash		21,605,212			6,721,073
Cash, cash equivalents, and restricted cash at beginning of the period		15,192,257			12,374,650
Cash, cash equivalents, and restricted cash at end of the period	$	36,797,469		$	19,095,723
Supplemental disclosure of cash flow information and non-cash transactions:
Cash paid during the period for interest	$	10,691		$	3,815
Cash paid during the period for income taxes	$	—		$	1,877
Asset acquired under capital lease obligation	$	—		$	11,638
Purchases of property and equipment included in accounts payable	$	—		$	13,999

~~[X]~~
☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

~~[ ]~~
☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

		Page
	PART I

	FINANCIAL INFORMATION

1.	Condensed Consolidated Financial Statements
	Condensed Consolidated Balance Sheets as of September 30, 2017 (unaudited) and December 31, 2016	3
	Condensed Consolidated Statements of Operations for the Three and Nine Months Ended September 30, 2017 and 2016 (unaudited)	4
	Condensed Consolidated Statement of Stockholders’ Equity for the Nine Months Ended September 30, 2017	5
	Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2017 and 2016 (unaudited)	6
	Notes to Unaudited Condensed Consolidated Financial Statements	7
2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	19
3.	Quantitative and Qualitative Disclosures about Market Risk	26
4.	Controls and Procedures	26

	PART II

	OTHER INFORMATION

1.	Legal Proceedings	26
1A.	Risk Factors	26
2.	Unregistered Sales of Equity Securities and Use of Proceeds	27
3.	Defaults Upon Senior Securities	27
4.	Mine Safety Disclosures	27
5.	Other Information	27
6.	Exhibits	27

					Additional					Total
	Common Stock				Paid-in		Accumulated			Stockholders’
	Shares		Amount		Capital		Deficit			Equity
Balance at December 31, 2016 (audited)		44,681,745	$	4,468	$	42,191,256	$	(33,276,489	)	$	8,919,235
Issuance of common stock, net of issuance costs of $492,674		5,301,448		530		40,446,092		—			40,446,622
Stock based compensation expense		—		—		4,233,511		—			4,233,511
Issuance of common stock upon exercise of stock options		239,817		24		109,029		—			109,053
Net loss		—		—		—		(21,727,922	)		(21,727,922	)
Balance at September 30, 2017		50,223,010	$	5,022	$	86,979,888	$	(55,004,411	)	$	31,980,499


	For the Three Months Ended June 30, 2022
	Common Stock				Additional Paid-in			Accumulated			Accumulated Other Comprehensive			Total Stockholders’
	Shares		Amount		Capital			Deficit			Loss			Equity
Balance at March 31, 2022		125,255,881	$	12,526	$	420,483,456		$	(359,171,006	)	$	(169,693	)	$	61,155,283
Issuance of common stock, net of issuance costs of $0		12,500		1		(1	)		—			—			—
Stock-based compensation expense		—		—		1,513,089			—			—			1,513,089
Change in unrealized gain (loss) on marketable debt securities		—		—		—			—			50,373			50,373
Net loss		—		—		—			(13,248,888	)		—			(13,248,888	)
Balance at June 30, 2022		125,268,381	$	12,527	$	421,996,544		$	(372,419,894	)	$	(119,320	)	$	49,469,857


	For the Three Months Ended June 30, 2021
	Common Stock				Additional Paid-in		Accumulated			Accumulated Other Comprehensive			Total Stockholders’
	Shares		Amount		Capital		Deficit			Loss			Equity
Balance at March 31, 2021		125,033,006	$	12,503	$	411,691,762	$	(320,158,506	)	$	(28,765	)	$	91,516,994
Stock-based compensation expense		—		—		2,507,272		—						2,507,272
Issuance of common stock upon exercise of stock options		50,000		5		49,995		—			—			50,000
Change in unrealized gain (loss) on marketable debt securities		—		—		—		—			23,311			23,311
Net loss		—		—		—		(17,138,376	)					(17,138,376	)
Balance at June 30, 2021		125,083,006	$	12,508	$	414,249,029	$	(337,296,882	)	$	(5,454	)	$	76,959,201


	For the Six Months Ended June 30, 2022
	Common Stock				Additional Paid-in			Accumulated			Accumulated Other Comprehensive			Total Stockholders’
	Shares		Amount		Capital			Deficit			Loss			Equity
Balance at December 31, 2021		125,230,881	$	12,523	$	418,891,713		$	(349,733,764	)	$	(62,445	)	$	69,108,027
Issuance of common stock, net of issuance costs of $0		37,500		4		(4	)		—			—			—
Stock-based compensation expense		—		—		3,104,835			—			—			3,104,835
Change in unrealized gain (loss) on marketable debt securities		—		—		—			—			(56,875	)		(56,875	)
Net loss		—		—		—			(22,686,130	)		—			(22,686,130	)
Balance at June 30, 2022		125,268,381	$	12,527	$	421,996,544		$	(372,419,894	)	$	(119,320	)	$	49,469,857


	For the Six Months Ended June 30, 2021
	Common Stock				Additional Paid-in		Accumulated			Accumulated Other Comprehensive			Total Stockholders’
	Shares		Amount		Capital		Deficit			Loss			Equity
Balance at December 31, 2020		98,852,696	$	9,885	$	349,358,378	$	(304,093,338	)	$	—		$	45,274,925
Issuance of common stock, net of issuance costs of $1,820,437		25,391,710		2,539		58,858,262		—			—			58,860,801
Stock-based compensation expense		—		—		5,087,674		—			—			5,087,674
Issuance of common stock upon exercise of stock options		838,600		84		944,715		—			—			944,799
Change in unrealized gain (loss) on marketable debt securities		—		—		—		—			(5,454	)		(5,454	)
Net loss		—		—		—		(33,203,544	)		—			(33,203,544	)
Balance at June 30, 2021		125,083,006	$	12,508	$	414,249,029	$	(337,296,882	)	$	(5,454	)	$	76,959,201

	Three Months Ended September 30						Nine Months Ended September 30
	2017			2016			2017			2016
Basic and diluted net loss per share of common stock:
Net loss	$	(6,965,596	)	$	(5,346,768	)	$	(21,727,922	)	$	(12,428,400	)
Weighted average shares of common stock outstanding		50,221,597			43,783,504			48,946,335			40,059,364
Net loss per share of common stock-basic and diluted	$	(0.14	)	$	(0.12	)	$	(0.44	)	$	(0.31	)

2017 (remainder of year)	$	81,576
2018		432,889
2019		623,958
2020		784,243
2021		830,600
2022		855,150
Thereafter		1,935,339
Total	$	5,543,755

2017 (remainder of year)	$	1,136
2018		4,543
2019		379
Total future minimum lease payments		6,058
Less: interest		(430	)
Future capital lease obligations		5,628
Less: current portion		(4,146	)
Long-term portion	$	1,482

	Payments due by period
Contractual Obligations	Total		Remainder of Fiscal 2017		Fiscal 2018-2019		Fiscal 2020-2021		After Fiscal 2021
Operating lease obligations (1)	$	5,543,755	$	81,576	$	1,056,847	$	1,614,843	$	2,790,489
Capital lease obligations (2)		6,058		1,136		4,922		—		—
Total	$	5,549,813	$	82,712	$	1,061,769	$	1,614,843	$	2,790,489