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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): January 20, 2026
Corvus Pharmaceuticals, Inc.
(Exact name of registrant as specified in its charter)
| Delaware |
001-37719 |
46-4670809 |
(State or Other Jurisdiction
of Incorporation) |
(Commission
File Number) |
(I.R.S. Employer
Identification No.) |
901 Gateway Boulevard, Third Floor
South San Francisco, CA |
|
94080 |
| (Address of principal executive offices) |
|
(Zip Code) |
Registrant's telephone number, including area code: (650) 900-4520
Former name or former address, if changed since last
report: Not applicable
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
Trading symbol(s) |
Name of each exchange on which registered |
| Common Stock, Par Value $0.0001 per share |
CRVS |
Nasdaq Global Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). Emerging growth company ¨
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. ¨
Item 8.01 Other Events.
On January 20, 2026, in connection with the proposed registered
underwritten public offering, Corvus Pharmaceuticals, Inc. (the “Company”) notified Jefferies LLC (“Jefferies”)
that it has suspended the offering of any shares of its common stock, par value $0.0001 per share, pursuant to the prospectus supplement
filed with the Securities and Exchange Commission (the “SEC”) on August 6, 2024 under the Company’s shelf
Registration Statement on Form S-3 (File No. 333-281318) which became effective on August 15, 2024, relating to the Open
Market Sale AgreementSM, dated August 6, 2024 (the “Sale Agreement”), by and between the Company and
Jefferies covering the sale of up to $100 million shares (the “ATM Shares”) of its common stock. Prior to suspension,
no ATM Shares had been sold and all $100 million of the ATM Shares remained available for sale pursuant to the Sale Agreement. The
Company will not make any sales of common stock pursuant to the Sale Agreement unless and until a new prospectus supplement or registration
statement is filed with the SEC; however, the Sale Agreement remains in full force and effect.
This Current Report on Form 8-K shall not constitute an offer
to sell or a solicitation of an offer to buy any securities of the Company, which is being made only by means of a written prospectus
meeting the requirements of Section 10 of the Securities Act of 1933, as amended (the “Securities Act”), nor shall there
be any sale of the Company’s securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful
prior to registration or qualification under the securities laws of such jurisdiction.
This Current Report on Form 8-K contains forward-looking statements
within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended.
Any statements about our expectations, beliefs, plans, objectives, assumptions or future events or performance are not historical facts
and may be forward-looking. These statements are often, but are not always, made through the use of words or phrases such as “may,”
“will,” “could,” “should,” “expects,” “intends,” “plans,” “anticipates,”
“believes,” “estimates,” “predicts,” “projects,” “seeks,” “endeavor,”
“potential,” “continue,” and similar expressions, or the negative of these terms, or similar expressions. These
forward-looking statements include statements about the Company’s anticipated public offering and the Company’s future expectations,
plans and prospects. Accordingly, these statements involve estimates, assumptions, risks and uncertainties which could cause actual results
to differ materially from those expressed in them, including the uncertainties related to market conditions and the completion of the
public offering on the anticipated terms or at all. The Company’s forward-looking statements also involve assumptions that, if they
prove incorrect, would cause its results to differ materially from those expressed or implied by such forward-looking statements. These
and other risks concerning the Company’s business are described in additional detail in the Company’s Quarterly Report on
Form 10-Q for the quarter ended September 30, 2025 and other documents filed by the Company from time to time with the SEC.
The Company is under no obligation to, and expressly disclaims any such obligation to, update or alter its forward-looking statements,
whether as a result of new information, future events or otherwise.
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly
authorized.
| |
CORVUS PHARMACEUTICALS, INC. |
| |
|
| Date: January 20,
2026 |
By: |
/s/ Leiv Lea |
| |
|
Leiv Lea |
| |
|
Chief Financial Officer |
