0001144204-17-012935.txt : 20170306 0001144204-17-012935.hdr.sgml : 20170306 20170306160217 ACCESSION NUMBER: 0001144204-17-012935 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20170306 DATE AS OF CHANGE: 20170306 GROUP MEMBERS: FRED KNOLL GROUP MEMBERS: GAKASA HOLDINGS, LLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Corbus Pharmaceuticals Holdings, Inc. CENTRAL INDEX KEY: 0001595097 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 464348039 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-88716 FILM NUMBER: 17667852 BUSINESS ADDRESS: STREET 1: 100 RIVER RIDGE DRIVE CITY: NORWOOD STATE: MA ZIP: 02062 BUSINESS PHONE: 617-963-0103 MAIL ADDRESS: STREET 1: 100 RIVER RIDGE DRIVE CITY: NORWOOD STATE: MA ZIP: 02062 FORMER COMPANY: FORMER CONFORMED NAME: SAV Acquisition Corp DATE OF NAME CHANGE: 20131220 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Knoll Capital Management, LP CENTRAL INDEX KEY: 0001325083 IRS NUMBER: 133476926 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 5 EAST 44TH STREET STREET 2: 12TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 212-808-7474 MAIL ADDRESS: STREET 1: 5 EAST 44TH STREET STREET 2: 12TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 SC 13G/A 1 v461194_sc13g-a.htm SC 13G/A

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13G*

(Rule 13d-102)

 

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED

PURSUANT TO RULE 13d-2

(Amendment No.     2    )* 

 

Corbus Pharmaceuticals Holdings, Inc.

 

(Name of Issuer)

 

Common Stock, $0.0001 par value per share

 

(Title of Class of Securities) 

 

21833P103

 

(CUSIP Number) 

 

February 28, 2017

 

(Date of Event Which Requires Filing of the Statement)

 

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

 

Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)

 

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

 

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes)

 

 Page 1 of 7 

 

Cusip No. 21833P103 13G Page 2 of 7 Pages

 

 

1.

NAME OF REPORTING PERSONS

Knoll Capital Management, LP

 

2.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)

(a)  ☐

(b)  ☒

 

3. SEC USE ONLY
4.

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

 

 

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 

5.

SOLE VOTING POWER

 

0

6.

SHARED VOTING POWER

 

3,563,925

7.

SOLE DISPOSITIVE POWER

 

0

8.

SHARED DISPOSITIVE POWER

 

3,563,925

9.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

3,563,925

10.

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES

CERTAIN SHARES

11.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

7.3%

12.

TYPE OF REPORTING PERSON

 

PN 

 

 Page 2 of 7 

 

Cusip No. 21833P103 13G Page 3 of 7 Pages

 

 

1.

NAME OF REPORTING PERSONS

Fred Knoll

 

2.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)

(a)  ☐

(b)  ☒

 

3. SEC USE ONLY
4.

CITIZENSHIP OR PLACE OF ORGANIZATION

 

USA

 

 

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 

5.

SOLE VOTING POWER

 

0

6.

SHARED VOTING POWER

 

3,563,925

7.

SOLE DISPOSITIVE POWER

 

0

8.

SHARED DISPOSITIVE POWER

 

3,563,925

9.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

3,563,925

10.

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES

CERTAIN SHARES

11.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

7.3%

12.

TYPE OF REPORTING PERSON

 

IN 

 

 

 Page 3 of 7 

 

Cusip No. 21833P103 13G Page 4 of 7 Pages

  

 

1.

NAME OF REPORTING PERSONS

Gakasa Holdings, LLC

 

2.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)

(a)  ☐

(b)  ☒

 

3. SEC USE ONLY
4.

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Florida

 

 

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 

5.

SOLE VOTING POWER

 

0

6.

SHARED VOTING POWER

 

3,563,925

7.

SOLE DISPOSITIVE POWER

 

0

8.

SHARED DISPOSITIVE POWER

 

3,563,925

9.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

3,563,925

10.

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES

CERTAIN SHARES

11.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

7.3%

12.

TYPE OF REPORTING PERSON

 

LLC

 

 

 Page 4 of 7 

 

Cusip No. 21833P103 13G Page 5 of 7 Pages

 

 

Item 1(a). Name of Issuer:

 

Corbus Pharmaceuticals Holdings, Inc. (the “Issuer”)

 

Item 1(b). Address of Issuer’s Principal Executive Offices:

 

100 River Ridge Drive

Norwood, Massachusetts 02062

 

Item 2(a). Name of Persons Filing:

 

Knoll Capital Management LP (“KCMLP”)

Fred Knoll (“Knoll”)

Gakasa Holdings, LLC. (“Gakasa”)

Item 2(b). Address of Principal Business Office or, if none, Residence:

 

The principle business address for each of KCMLP, Knoll and Gakasa is 5 East 44th Street, Suite 12, New York, NY 10017


Item 2(c). Citizenship:

 

KCMLP is a limited partnership formed and existing under the laws of the State of Delaware.

Knoll is a citizen of the United States.

Gakasa is a limited liability company organized under the laws of the State of Florida.

 

Item 2(d). Title of Class of Securities:

 

This statement on Schedule 13G is being filed with respect to Common Stock, $0.0001 par value per share (the “Common Stock”) of the issuer.

 

Item 2(e). CUSIP Number:

 

21833P103

 

Item 3. If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a: Not applicable

 

  (a) Broker or dealer registered under Section 15 of the Act (15 U.S.C 78o);
  (b) Bank as defined in Section 3(a)(6) of the Act (15 U.S.C 78c);
  (c) Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C 78c);
  (d) Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
  (e) An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
  (f) An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
  (g) A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
  (h) A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
  (i) A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act (15 U.S.C. 80a-3);
  (j) A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J);
  (k) Group, in accordance with § 240.13d-1(b)(1)(ii)(K).

 

  

 Page 5 of 7 

 

Cusip No. 21833P103 13G Page 6 of 7 Pages

 

If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution: _________________

 

Item 4. Ownership:

 

Provide the following information regarding the aggregate number and percentage of class of securities of the issuer identified in Item 1.

 

(a)       Amount beneficially owned:

 

As of this filing:

 

Gakasa beneficially owns 3,563,925 Shares of the Issuer’s Common Stock.

 

Each of KCMLP and Knoll beneficially own 3,563,925 Shares of the Issuer’s Common Stock. KCMLP has trading authority for Gakasa, and Knoll is the President of KCMLP.

 

(b) Percent of Class:

 

The 3,563,925 shares of the Issuer’s Common Stock beneficially owned by each of Gakasa, KCMLP and Knoll constitute 7.3% of the Issuer’s Common Stock outstanding.

 

This percentage is calculated based on a total of 48,687,113 shares of common stock outstanding as stated in the Issuer’s February 28, 2017 Prospectus.

  

(c)       Number of shares as to which such person has:

 

(i)sole power to vote or to direct the vote: 0

 

(ii)shared power to vote or to direct the vote: 3,563,925

 

KCMLP, Knoll and Gakasa share the power to vote or direct the vote of those shares of Common Stock owned by Gakasa.

 

(iii)sole power to dispose or to direct the disposition of: 0

 

(iv)shared power to dispose or to direct the disposition of: 3,563,925

 

KCMLP, Knoll and Gakasa share the power to dispose of or direct the disposition of those shares of Common Stock owned by Gakasa.

 

Item 5. Ownership of Five Percent or Less of a Class:

 

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following  ☐.

 

Item 6. Ownership of More than Five Percent on Behalf of Another Person:

 

Not Applicable.

 

 Page 6 of 7 

 

Cusip No. 21833P103 13G Page 7 of 7 Pages

 

 

Item 7. Identification and Classification of the Subsidiary which Acquired the Security Being Reported on by the Parent Holding Company or Control Person:

 

Not Applicable.

 

Item 8. Identification and Classification of Members of the Group:

 

Not Applicable.

 

Item 9. Notice of Dissolution of Group:

 

Not Applicable

 

Item 10. Certifications:

 

By Signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

 

 

SIGNATURE

 

After reasonable inquiry and to the best of its knowledge and belief, I certify (the undersigned certifies) that the information set forth in this statement is true, complete and correct.

  

 

 

KNOLL CAPITAL MANAGEMENT, LP 

 

 

By: /s/ Fred Knoll

Dated: March 6, 2017

Name: Fred Knoll

Title: President

 

   

 

/s/ Fred Knoll

Dated: March 6, 2017 Fred Knoll
 

 

GAKASA HOLDINGS, LLC.
By: Knoll Capital Management, L.P., 

 

 

By: /s/ Fred Knoll

Dated: March 6, 2017

Name: Fred Knoll

Title: President

 

 

 

 

 Page 7 of 7