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

Item1.01.

On November23, 2016, Corbus Pharmaceuticals Holdings,Inc. (the
Company) entered into a Controlled Equity Offering^SMSales Agreement (the Sales
Agreement) with Cantor Fitzgerald Co. (Cantor Fitzgerald), as
sales agent, to which the Company may offer and sell, from time
to time, through Cantor Fitzgerald shares of its common stock,
par value $0.0001 per share.

The Company is not obligated to sell any shares under the Sales
Agreement. Subject to the terms and conditions of the Sales
Agreement, Cantor Fitzgerald will use commercially reasonable
efforts consistent with its normal trading and sales practices,
applicable state and federal law, rulesand regulations and the
rulesof The NASDAQ Capital Market (NASDAQ) to sell shares from
time to time based upon the Companys instructions, including any
price, time or size limits specified by the Company. Upon
delivery of a placement notice, and subject to the Companys
instructions in that notice, and the terms and conditions of the
Sales Agreement generally, Cantor Fitzgeraldmay sell our common
stock by any method permitted by law deemed to be an at the
market offering as defined by Rule 415(a)(4) promulgated under
the Securities Act. Cantor Fitzgeralds obligations to sell shares
under the Sales Agreement are subject to satisfaction of certain
conditions, including customary closing conditions. The Company
will pay Cantor Fitzgerald a commission of 3.0% of the aggregate
gross proceeds from each sale of shares and has agreed to provide
Cantor Fitzgerald with customary indemnification and contribution
rights. The Company has also agreed to reimburse Cantor
Fitzgerald for certain specified expenses.

Sales of shares of common stock under the Sales Agreement will be
made to the registration statement on FormS-3 (File
No.333-207936), which was declared effective by the U.S.
Securities and Exchange Commission (the SEC) on November19, 2015,
and a related prospectus supplement filed with the SEC on
November23, 2016, for an aggregate offering price of up to $35.0
million.

The foregoing summary of the Sales Agreement does not purport to
be complete and is qualified in its entirety by reference to the
full text of the Sales Agreement, which is filed herewith as
Exhibit1.1.

This Current Report on Form8-K shall not constitute an offer to
sell or the solicitation of an offer to buy any shares under the
Sales Agreement, nor shall there be any sale of such shares in
any state in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the
securities laws of any such state.

On November23, 2016, the Company provided an update as set forth
below to the Companys intellectual property matters.

Intellectual Property

We have filed patent applications directed to Resunab,
compositions and methods for treating disease using Resunab. If
granted, the resulting patents would expire on dates ranging from
2030 to 2034, subject to extension under certain circumstances.
The patent application filings are directed to:

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We do not have any issued patents for Resunab for the treatment
of cystic fibrosis, systemic sclerosis, dermatomyositis, SLE or
any other indications for which we are currently seeking
commercial approval.

Resunab has been granted Orphan Drug Designation for both cystic
fibrosis and systemic sclerosis in the U.S. and for Cystic
Fibrosis in the European Union. We will be seeking orphan drug
status for Resunab in systemic sclerosis in Europe. For
dermatomyositis and possibly other orphan inflammatory diseases
we will be seeking orphan drug status from the U.S. Food and Drug
Administration and in Europe. Orphan drug status provides seven
years of market exclusivity in the U.S. and ten years in Europe
beginning on the date of drug approval.

Our commercial success depends in part on our ability to obtain
and maintain patent and other proprietary protection for Resunab
and to operate without infringing the proprietary right of others
and to prevent others from infringing our proprietary rights. We
strive to protect our intellectual property through a combination
of patents and trademarks as well as through the confidentiality
provisions in our contracts. With respect to Resunab, we endeavor
to obtain and maintain patent protection in the U.S. and
internationally on all patentable aspects of the drug. We cannot
be sure that the patents will be granted with respect to any
patent applications we may own or license in the future, nor can
we be sure that any patents issued or licensed to us in the
future will be useful in protecting our technology. For this and
more comprehensive risks related to our intellectual property,
please see Risk FactorsRisks Relating to Our Intellectual
Property Rights in this current report on Form 8-K and in our
most recently filed annual report on Form 10-K and subsequently
filed reports with the SEC.

In addition to patent protection, we rely on trade secrets and
know-how to develop and maintain our competitive position. For
example, aspects of our proprietary technology platform are based
on unpatented trade secrets and know-how related to the
manufacturing of Resunab. Trade secrets and know-how can be
difficult to protect. We seek to protect our proprietary
technology and processes, in part, by confidentiality agreements
and invention assignment agreements with our employees,
consultants, scientific advisors, contractors and commercial
partners. These agreements are designed to protect our
proprietary information and, in the case of the invention
assignment agreements, to grant us ownership of technologies that
are developed through a relationship with a third party. We also
seek to preserve the integrity and confidentiality of our data
and trade secrets by maintaining physical security of our
premises and physical and electronic security of our information
technology systems. While we have confidence in these
individuals, organizations and systems, agreements or security
measures may be breached, and we may not have adequate remedies
for any breach. In addition, our trade secrets may otherwise
become known or be independently discovered by competitors. To
the extent that our contractors use intellectual property owned
by others in their work for us, disputes may arise as to the
rights in related or resulting know-how and inventions.

We also plan to seek trademark protection in the U.S. and outside
of the U.S. where available and when appropriate. We intend to
use these registered marks in connection with our pharmaceutical
research and development as well as our product candidates.

Risks Relating to Our Intellectual Property
Rights

It is difficult and costly to protect our
intellectual property rights, and we cannot ensure the protection
of these rights.

Our commercial success will depend, in part, on obtaining and
maintaining patent protection for our technologies, products and
processes, successfully defending these patents against
third-party challenges and successfully enforcing these patents
against third party competitors. The patent positions of

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pharmaceutical companies can be highly uncertain and involve
complex legal, scientific and factual questions for which
important legal principles remain unresolved. Changes in either
the patent laws or in interpretations of patent laws may diminish
the value of our intellectual property. Accordingly, we cannot
predict the breadth of claims that may be allowable in our
pending applications or, if we obtain patents from our
applications, enforceable. Our pending patent applications for
Resunab and its uses may never be approved by U.S. or foreign
patent offices and the existing patent applications relating to
Resunab and related technologies may be challenged, invalidated
or circumvented by third parties and might not protect us against
competitors with similar products or technologies. We do not have
any issued patents for Resunab for the treatment of cystic
fibrosis, systemic sclerosis, dermatomyositis, SLE or any other
indications for which we are currently seeking commercial
approval.

The degree of future protection for our proprietary rights is
uncertain, because legal means afford only limited protection and
may not adequately protect our rights, permit us to gain or keep
our competitive advantage, or provide us with any competitive
advantage at all. For example, others have filed, and in the
future are likely to file, patent applications covering products
and technologies that are similar, identical or competitive to
Resunab, or important to our business. We cannot be certain that
any patent application owned by a third party will not have
priority over patent applications filed by us, or that we will
not be involved in interference, opposition or invalidity
proceedings before U.S. or foreign patent offices.

We also rely on trade secrets to protect technology, especially
in cases when we believe patent protection is not appropriate or
obtainable. However, trade secrets are difficult to protect.
While we require employees, academic collaborators, consultants
and other contractors to enter into confidentiality agreements,
we may not be able to adequately protect our trade secrets or
other proprietary or licensed information. Typically, research
collaborators and scientific advisors have rights to publish data
and information in which we may have rights. If we cannot
maintain the confidentiality of our proprietary technology and
other confidential information, our ability to receive patent
protection and our ability to protect valuable information owned
by us may be imperiled. Enforcing a claim that a third-party
entity illegally obtained and is using any of our trade secrets
is expensive and time consuming, and the outcome is
unpredictable. In addition, courts are sometimes less willing to
protect trade secrets than patents. Moreover, our competitors may
independently develop equivalent knowledge, methods and know-how.

If we fail to obtain or maintain patent protection or trade
secret protection for Resunab or our technologies, third parties
could use our proprietary information, which could impair our
ability to compete in the market and adversely affect our ability
to generate revenues and attain profitability.

We may also rely on the trademarks we may develop to distinguish
our products from the products of our competitors. We cannot
guarantee that any trademark applications filed by us or our
business partners will be approved. Third parties may also oppose
such trademark applications, or otherwise challenge our use of
the trademarks. In the event that the trademarks we use are
successfully challenged, we could be forced to rebrand our
products, which could result in loss of brand recognition, and
could require us to devote resources to advertising and marketing
new brands. Further, we cannot provide assurance that competitors
will not infringe the trademarks we use, or that we will have
adequate resources to enforce these trademarks.

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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 up +0.05 at 8.00 with 2,666,875 shares trading hands.