0000947871-24-000450.txt : 20240508 0000947871-24-000450.hdr.sgml : 20240508 20240508202859 ACCESSION NUMBER: 0000947871-24-000450 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20240506 FILED AS OF DATE: 20240508 DATE AS OF CHANGE: 20240508 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: ORBIMED ADVISORS LLC CENTRAL INDEX KEY: 0001055951 ORGANIZATION NAME: STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37719 FILM NUMBER: 24928129 BUSINESS ADDRESS: STREET 1: 601 LEXINGTON AVENUE STREET 2: 54TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: (212) 739-6400 MAIL ADDRESS: STREET 1: 601 LEXINGTON AVENUE STREET 2: 54TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: OrbiMed Capital GP V LLC CENTRAL INDEX KEY: 0001615374 ORGANIZATION NAME: STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37719 FILM NUMBER: 24928128 BUSINESS ADDRESS: STREET 1: 601 LEXINGTON AVENUE STREET 2: 54TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-739-6400 MAIL ADDRESS: STREET 1: 601 LEXINGTON AVENUE STREET 2: 54TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Corvus Pharmaceuticals, Inc. CENTRAL INDEX KEY: 0001626971 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] ORGANIZATION NAME: 03 Life Sciences IRS NUMBER: 464670809 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 863 MITTEN ROAD STREET 2: SUITE 102 CITY: BURLINGAME STATE: CA ZIP: 94010 BUSINESS PHONE: (650) 900-4520 MAIL ADDRESS: STREET 1: 863 MITTEN ROAD STREET 2: SUITE 102 CITY: BURLINGAME STATE: CA ZIP: 94010 4 1 ownership.xml X0508 4 2024-05-06 0 0001626971 Corvus Pharmaceuticals, Inc. CRVS 0001055951 ORBIMED ADVISORS LLC 601 LEXINGTON AVENUE 54TH FLOOR NEW YORK NY 10022 1 0 1 0 0001615374 OrbiMed Capital GP V LLC 601 LEXINGTON AVENUE 54TH FLOOR NEW YORK NY 10022 1 0 1 0 0 Pre-Funded Warrants (right to buy) .0001 2024-05-06 4 P 0 1444085 1.7311 A Common Stock 1444085 1444085 I See Footnotes Common Warrants (right to buy) 3.5 2024-05-06 4 P 0 1397684 A Common Stock 1397684 1397684 I See Footnotes Subject to the terms and conditions set forth in the Pre-Funded Warrant, the holder thereof may, at any time and from time to time on or after May 6, 2024, exercise the Pre-Funded Warrant until it has been exercised in full. The Pre-Funded Warrants reported herein contain an exercise limitation prohibiting the holder from exercising the Pre-Funded Warrants until such time as the holder, together with the Reporting Persons and certain other related parties, would not beneficially own after any such exercise more than 9.99% of the then issued and outstanding Common Stock (the "Blocker"). Due to the Blocker, the Pre-Funded Warrants beneficially owned by the Reporting Persons are not presently exercisable. Subject to the terms and conditions set forth in the Common Warrant, the holder thereof may, at any time and from time to time on or after May 6, 2024, exercise the Common Warrant until it has been exercised in full. The Common Warrants reported herein contain an exercise limitation prohibiting the holder from exercising the Common Warrants until such time as the holder, together with the Reporting Persons and certain other related parties, would not beneficially own after any such exercise more than 9.99% of the then issued and outstanding Common Stock (the "Blocker"). Due to the Blocker, the Common Warrants beneficially owned by the Reporting Persons are not presently exercisable. These securities are held of record by OrbiMed Private Investments V, LP ("OPI V"). OrbiMed Capital GP V LLC ("GP V") is the general partner of OPI V, and OrbiMed Advisors LLC ("OrbiMed Advisors"), a registered investment adviser under the Investment Advisors Act of 1940, as amended, is the managing member of GP V. By virtue of such relationships, GP V and OrbiMed Advisors may be deemed to have voting and investment power with respect to the securities held by OPI V noted above and as a result may be deemed to beneficially own such securities for purposes of Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). 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. This report on Form 4 is jointly filed by OrbiMed Advisors and GP V. Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein for purposes of Rule 16a-1(a) under the Securities Exchange Act of 1943, as amended (the "Exchange Act"), except to the extent of its pecuniary interest therein, if any. OrbiMed Advisors and GP V have designated a representative, Peter A. Thompson, a member of OrbiMed Advisors, to serve on the Issuer's board of directors. This report shall not be deemed an admission that any of the Reporting Persons is a beneficial owner of such securities for purposes of Section 16 of the Exchange Act, or for any other purpose. Issued at no additional consideration to OPI V in connection with its subscription of Pre-Funded Warrants for shares of the Issuer's Common Stock at a price of $1.7311. /s/ Carl L. Gordon, Member of OrbiMed Advisors LLC 2024-05-08 /s/ Carl L. Gordon, Member of OrbiMed Capital GP VI LLC 2024-05-08