CORBUS PHARMACEUTICALS HOLDINGS, INC. (NASDAQ:CRBP) Files An 8-K Entry into a Material Definitive Agreement

Item 1.01. Entry Into a Material Definitive Agreement.

On February 28, 2017, Corbus Pharmaceuticals Holdings, Inc. (the
Company) entered into a Securities Purchase Agreement (the
Purchase Agreement) with institutional and accredited investors
providing for the issuance and sale by the Company of 3,887,815
shares of the Companys common stock, par value $0.0001 per share
(the Shares), in a registered direct offering (the Offering). The
Shares were offered at a price of $7.00 per Share. The closing of
the Offering is expected to occur on or about February 28, 2017,
subject to the satisfaction of customary closing conditions.

The Company estimates that the gross proceeds from the Offering
will be $27.2 million and the net proceeds will be approximately
$27.1 million, after deducting offering expenses. The Company
intends to use the net proceeds from the Offering towards the
continued clinical development of Resunab and for general
corporate purposes, which may include increasing working capital
and funding capital expenditures.

The Shares are being offered by the Company to a shelf
registration statement on Form S-3 (File No. 333-207936), which
was declared effective by the Securities and Exchange Commission
(the SEC) on November 19, 2015. The Shares may be offered only by
means of a prospectus, including a prospectus supplement, forming
a part of the effective registration statement. A prospectus
supplement relating to the Offering will be filed with the SEC
and will be available on the SECs website at http://www.sec.gov.

Attached as Exhibit 5.1 to this Current Report is the opinion of
Lowenstein Sandler LLP relating to the legality of the issuance
and sale of the Shares.

The Purchase Agreement contains customary representations,
warranties and covenants by the Company and the investors
including representations and warranties that the respective
parties made to, and solely for the benefit of, the other parties
thereto in the context of all of the terms and conditions of that
agreement and in the context of the specific relationship between
the parties. The provisions of the Purchase Agreement, including
the representations and warranties contained therein, are not for
the benefit of any party other than the parties to the Purchase
Agreement or as stated therein and is not intended as a document
for investors and the public to obtain factual information about
the current state of affairs of the parties to those documents
and agreements. Rather, investors and the public should look to
other disclosures contained in the Companys filings with the SEC.
The foregoing summary of the Purchase Agreement does not purport
to be complete and is qualified in its entirety by reference to
the Purchase Agreement, a copy of which is filed as Exhibit 10.1
to this Current Report.

This Current Report does not constitute an offer to sell the
Shares or a solicitation of an offer to buy these Shares, nor
shall there be any sale of these Shares in any state or
jurisdiction in which such an offer, solicitation or sale would
be unlawful prior to registration or qualification under the
securities laws of any such state or jurisdiction.

This Current Report contains forward-looking statements that
involve risks and uncertainties, such as statements related to
the anticipated closing of the Offering and the amount and use of
net proceeds expected from the Offering. The risks and
uncertainties involved include the Companys ability to satisfy
certain conditions to closing on a timely basis or at all, as
well as other risks detailed from time to time in the Companys
SEC filings.

Item 7.01. Regulation FD Disclosure.

On February 28, 2017, the Company issued a press release related
to the Offering. A copy of the press releases is
attached hereto as Exhibits 99.1 to this Current Report and
incorporated herein by reference. The information in this Current
Report on Form 8-K under Item 7.01, including the information
contained in Exhibit 99.1 is being furnished to the Securities
and Exchange Commission, and shall not be deemed to be filed for
the purposes of Section 18 of the Securities Exchange Act of
1934, as amended (the Exchange Act), or otherwise subject to the
liabilities of that section, and shall not be deemed to be
incorporated by reference into any filing under the Securities
Act of 1933, as amended, or the Exchange Act, except as shall be
expressly set forth by a specific reference in such filing.

Forward Looking Statements

Statements contained in this Current Report on Form 8-K regarding
matters that are not historical facts are forward-looking
statements within the meaning of the Private Securities
Litigation Reform Act of 1995. Such statements may involve risk
and uncertainties, such as statements related to the anticipated
closing of the Offering and the amount of proceeds expected from
the Offering. The risks and uncertainties involved include the
Companys ability to satisfy certain conditions to closing on a
timely basis or at all, as well as other risks detailed from time
to time in the Companys Securities and Exchange Commission
filings, including in its annual filing on Form 10-K filed with
the SEC on March 28, 2016 and the final prospectus supplement to
be filed with the SEC.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

About CORBUS PHARMACEUTICALS HOLDINGS, INC. (NASDAQ:CRBP)

Corbus Pharmaceuticals Holdings, Inc. is a clinical-stage pharmaceutical company. The Company is focused on the development and commercialization of therapeutics to treat rare or uncommon chronic and serious inflammatory and fibrotic diseases. The Company’s segment is developing and commercializing therapeutics to treat rare life-threatening inflammatory fibrotic diseases. Its product, Resunab, is a synthetic oral endocannabinoid-mimetic drug that is designed to resolve chronic inflammation and halt fibrotic processes without causing immunosuppression. Resunab is being evaluated in approximately three separate Phase II studies for the treatment of cystic fibrosis, systemic sclerosis and skin-predominant dermatomyositis. The United States Food and Drug Administration has granted Resunab Orphan Drug Designation, as well as Fast Track Status, for both cystic fibrosis and systemic sclerosis. Resunab is in Phase II clinical stage for the treatment of Systemic Lupus Erythematosus.

CORBUS PHARMACEUTICALS HOLDINGS, INC. (NASDAQ:CRBP) Recent Trading Information

CORBUS PHARMACEUTICALS HOLDINGS, INC. (NASDAQ:CRBP) closed its last trading session down -0.53 at 8.57 with 1,303,466 shares trading hands.