CORVUS PHARMACEUTICALS, INC.
12.20%
9,785,423
1626971
221015100
May 11, 2025
May 14, 2025, 08:49 PM
Reporting Persons (2)
This is a joint filing. The reported shares may overlap between reporting persons and should not be summed.
| Name | Type | % of Class | Aggregate | Sole Voting | Shared Voting |
|---|---|---|---|---|---|
| ORBIMED ADVISORS LLC | Investment Adviser | 12.20% | 9,785,423 | 0 | 9,785,423 |
| ORBIMED CAPITAL GP V LLC | Other | 12.20% | 9,785,423 | 0 | 9,785,423 |
Disclosure Items (7)
Common stock, par value $0.0001 per share (the "Shares").
CORVUS PHARMACEUTICALS, INC.
863 Mitten Road, Burlingame, CA, 94010
OrbiMed Advisors, a limited liability company organized under the laws of Delaware and a registered investment adviser under the Investment Advisers Act of 1940, as amended. GP V, a limited liability company organized under the laws of Delaware. Carl L. Gordon is a United States citizen. Sven H. Borho is a German and Swedish citizen. W. Carter Neild is a United States citizen. Geoffrey C. Hsu is a United States citizen. C. Scotland Stevens is a United States citizen. David P. Bonita is a United States citizen. Peter A. Thompson is a United States citizen. Matthew S. Rizzo is a United States citizen. Trey Block is a United States citizen.
601 Lexington Avenue, 54th Floor, New York, New York 10022.
OrbiMed Advisors is the managing member or general partner of certain entities as more particularly described in Item 6 below. GP V is the general partner of a limited partnership as more particularly described in Item 6 below. Carl L. Gordon is a member of OrbiMed Advisors. Sven H. Borho is a member of OrbiMed Advisors. W. Carter Neild is a member of OrbiMed Advisors. Geoffrey C. Hsu is a member of OrbiMed Advisors. C. Scotland Stevens is a member of OrbiMed Advisors. David P. Bonita is a member of OrbiMed Advisors. Peter A. Thompson is a member of OrbiMed Advisors. Matthew S. Rizzo is a member of OrbiMed Advisors. Trey Block is the Chief Financial Officer of OrbiMed Advisors.
Not applicable.
Item 2(a) is incorporated herein by reference.
Not applicable.
The following disclosure is based upon 79,956,405 Shares, which amount includes 77,114,636 outstanding Shares of the Issuer, as set forth in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 8, 2025, plus pre-funded warrants to purchase 1,444,085 Shares and common warrants to purchase 1,397,684 Shares beneficially owned by OrbiMed Private Investments V, LP ("OPI V"), a limited partnership organized under the laws of Delaware. As of the date of this filing, OPI V beneficially owns 9,785,423 Shares constituting approximately 12.2% of the issued and outstanding Shares, which amount includes pre-funded warrants to purchase 1,444,085 Shares and common warrants to purchase 1,397,684 Shares. The pre-funded warrants and common warrants are further described in Item 6 below. GP V is the general partner of OPI V, pursuant to the terms of the limited partnership agreement OPI V. As a result, OrbiMed Advisors and GP V share power to direct the vote and disposition of the Shares held by OPI V and may be deemed directly or indirectly, including by reason of their mutual affiliation, to be the beneficial owners of the Shares held by OPI V. OrbiMed Advisors exercises this investment and voting power through a management committee comprised of Carl L. Gordon, Sven H. Borho, and W. Carter Neild, each of whom disclaims beneficial ownership of the Shares held by OPI V.
Item 5(a) is incorporated by reference herein.
Not applicable.
Not applicable.
Not applicable.
In addition to the relationships between the Reporting Persons described in Items 2 and 5 above, GP V is the general partner of OPI V, pursuant to the terms of the limited partnership agreement of OPI V. OrbiMed Advisors is the managing member of GP V, pursuant to the terms of the limited liability company agreement of GP V. Pursuant to these agreements and relationships, OrbiMed Advisors and GP V have discretionary investment management authority with respect to the assets of OPI V. Such authority includes the power of GP V to vote and otherwise dispose of securities purchased by OPI V. The number of outstanding Shares attributable to OPI V is 9,785,423 Shares. OrbiMed Advisors and GP V may each be considered to hold indirectly 9,785,423 Shares. Peter Thompson ("Thompson"), a member of OrbiMed Advisors, has been a member of the Board of Directors of the Issuer since November 2014, and, accordingly, the Reporting Persons may have the ability to affect and influence control of the Issuer. From time to time, Thompson may receive stock options or other awards of equity based compensation pursuant to the Issuer's compensation arrangements for non employee directors. Thompson is obligated to transfer any Shares issued under any such stock options or other awards, or the economic benefit thereof, to the Reporting Persons, which will in turn ensure that such shares or economic benefits are provided to OPI V. On May 6, 2024, the Issuer granted to the Reporting Persons pre-funded warrants to purchase 1,444,085 Shares and common warrants to purchase 1,397,684 Shares. The warrants may be exercised at any time and from time to time on or after May 6, 2024, until they have been exercised in full. The warrants contained an exercise limitation prohibiting the holder from exercising the warrants until such time as the holder, its affiliates and any other person whose beneficial ownership of Shares would be aggregated with the holder's, would not beneficially own after any such exercise more than 9.99% of the then issued and outstanding Shares (the "Blocker"). Due to an increase in the Blocker to 19.99%, the warrants beneficially owned by the Reporting Persons are presently exercisable.
Exhibit Description 1. Joint Filing Agreement among OrbiMed Advisors LLC and OrbiMed Capital GP V LLC. 2. Pre-Funded Warrant to Purchase Shares of Common Stock (incorporated by reference to Exhibit 4.2 to the Issuer's Registration Statement on Form S-1 (SEC 333-236214), filed with the SEC on February 3, 2020) 3. Warrant to Purchase Shares of Common Stock or Pre-Funded Warrants