CRVS Corvus Pharmaceuticals Inc

Corvus Pharmaceuticals, Inc. (Corvus or the Company) (Nasdaq: CRVS) (GLOBAL NEWSWIRE), a clinical-stage biopharmaceutical company, today announced that it has entered into a securities purchase agreement with new and existing investors to raise approximately $30.6 million dollars in aggregate gross proceeds through the sale of shares of its common stock, par value $0.0001 per share (the “Common Stock”) and pre-funded warrants to purchase Common Stock in lieu thereof (the “Pre-Funded Warrants”), and accompanying common warrants to purchase Common Stock (or Pre-Funded warrants in lieu thereof) (the “Common Warrants,” and together with the Common Stock and Pre-Funded Warrants, the “Securities”), excluding the proceeds, if any, from the exercise of the Pre-Funded Warrants and the Common Warrants and before deducting offering expenses.

The offering includes participation from health-care dedicated investors including Point72, Samlyn Capital, Armistice Capital, OrbiMed, Puissance Capital and Altamont Pharmaceutical Holdings, and other existing investors including Richard Miller, the Company’s chief executive officer.

The purchase and sale will be completed via a registered direct offering of 13,512,699 shares of Common Stock and accompanying Common Warrants to purchase 13,078,509 shares of Common Stock (or Pre-Funded Warrants in lieu thereof) at a combined offering price of $1.7312 per Share, and Pre-Funded Warrants to purchase 4,144,085 shares of Common Stock and accompanying Common Warrants to purchase 4,010,927 shares of Common Stock (or Pre-Funded Warrants in lieu thereof) at a combined offering price of $1.7311 per share underlying each Pre-Funded Warrant and Common Warrant, which equals the offering price per share of the Common Stock and Common Warrant less the $0.0001 exercise price per share of the Pre-Funded Warrants. The Pre-Funded Warrants have an exercise price of $0.0001 per share of Common Stock and are exercisable at any time after the date of issuance, subject to certain ownership limitations. The Common Warrants have an exercise price of $3.50 per share of Common Stock (or $3.4999 per Pre-Funded Warrant in lieu thereof) and are exercisable at any time after the date of issuance, subject to certain ownership limitations, and expire on June 30, 2025.  

All of the Securities are being offered by Corvus. The offering is expected to close on or about May 6, 2024, subject to the satisfaction of customary closing conditions. Since the offering of the Securities was made without an underwriter or a placement agent, the Company will not be paying any underwriting discounts or placement agent fees in connection with the offering.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these 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 any such state or jurisdiction.

The Securities are being offered by Corvus Pharmaceuticals pursuant to a registration statement on Form S-3 (File No. 333-270921) previously filed and declared effective by the Securities and Exchange Commission (“SEC”). A final prospectus supplement and accompanying base prospectus relating to and describing the terms of the proposed offering will be filed with the SEC and will be available on the SEC’s website at www.sec.gov.

About Corvus PharmaceuticalsCorvus Pharmaceuticals is a clinical-stage biopharmaceutical company pioneering the development of ITK inhibition as a new approach to immunotherapy for a broad range of cancer and immune diseases. The Company’s lead product candidate is soquelitinib, an investigational, oral, small molecule drug that selectively inhibits ITK. Its other clinical-stage candidates are being developed for a variety of cancer indications. For more information, visit www.corvuspharma.com.

Forward-Looking StatementsThis press release contains forward-looking statements within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements reflect the current beliefs and expectations of management and include, but are not limited to, statements regarding the timing for closing of the offering and the Company’s ability to complete the offering. In addition, when or if used in this press release, the words “may,” “could,” “should,” “anticipate,” “believe,” “estimate,” “expect,” “intend,” “plan,” “predict” and similar expressions and their variants, as they relate to the Company may identify forward-looking statements. Forward-looking statements are neither historical facts nor assurances of future performance. Although the Company believes the expectations reflected in such forward-looking statements are reasonable, the Company can give no assurance that such expectations will prove to be correct. Readers are cautioned that actual results, levels of activity, safety, performance or events and circumstances could differ materially from those expressed or implied in the Company’s forward-looking statements due to a variety of factors, including risks and uncertainties related to market conditions and the satisfaction of closing conditions related to the offering, the uncertainties inherent in the drug development process, including the Company’s programs’ clinical stage of development, the process of designing and conducting preclinical and clinical trials, the regulatory approval processes, the timing of regulatory filings, the challenges associated with manufacturing drug products, the Company’s ability to successfully establish, protect and defend its intellectual property and other matters that could affect the sufficiency of existing cash to fund operations, and other risks and uncertainties described under the heading “Risk Factors” in documents the Company files from time to time with the SEC, including the Company’s annual report on Form 10-K filed on March 19, 2024, and its other SEC filings. Accordingly, readers are cautioned not to place undue reliance on these forward-looking statements. Except as required by applicable law, we do not plan to publicly update or revise any forward-looking statements contained herein.

INVESTOR CONTACT:Leiv LeaChief Financial OfficerCorvus Pharmaceuticals, Inc.+1-650-900-4522llea@corvuspharma.com

MEDIA CONTACT:Sheryl SeapyReal Chemistry+1-949-903-4750sseapy@realchemistry.com