Corbus Pharmaceuticals Holdings Inc美股招股说明书(2026-03-25版)

We may offer, issue and sell from time to time together or separately, in one or more offerings, any combination of (i) our commonstock, (ii) our preferred stock, which we may issue in one or more series, (iii) warrants, (iv) senior or subordinated debt securities, (v)subscription rights and (vi) units. The debt securities may consist of debentures, notes, or other types of debt. The debt securities, preferredstock, warrants and subscription rights may be convertible into, or exercisable or exchangeable for, common or preferred stock or othersecurities of ours. The units may consist of any combination of the securities listed above. The aggregate public offering price of the securities that we may offer will not exceed $300,000,000. We will offer the securities inan amount and on terms that market conditions will determine at the time of the offering. Our common stock is listed on The NasdaqCapital Market under the symbol “CRBP.” The last reported sale price for our common stock on March 6, 2026 as quoted on The NasdaqCapital Market was $8.01 per share. You are urged to obtain current market quotations of our common stock. We have no preferred stock,warrants, debt securities, subscription rights or units listed on any market. Each prospectus supplement will indicate if the securitiesoffered thereby will be listed on any securities exchange. Investing in our securities involves risk. You should carefully consider the risks that we refer you to under the section captioned“Risk Factors” in this prospectus on page 4 before buying our securities. Should we offer any of the securities described in this prospectus, we will provide you with the specific terms of the particularsecurities being offered in supplements to this prospectus. You should read this prospectus and any supplement, together with additionalinformation described under the headings “Additional Information” and “Incorporation of Certain Information by Reference” carefullybefore you invest. This prospectus may not be used to sell securities unless accompanied by a prospectus supplement. We may sell these securities directly to our stockholders or to other purchasers or through agents on our behalf or throughunderwriters or dealers as designated from time to time. If any agents or underwriters are involved in the sale of any of these securities, the applicable prospectus supplement will provide the names of the agents or underwriters and anyapplicable fees, commissions or discounts. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of thesesecurities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. The date of this prospectus is March 20, 2026. TABLE OF CONTENTS Corbus Pharmaceuticals Holdings, Inc. is referred to herein as “Corbus,” “the Company,” “we,” “us,” and “our,” unless the contextindicates otherwise. You may only rely on the information contained in this prospectus and the accompanying prospectus supplement or that we havereferred you to. We have not authorized anyone to provide you with different information. This prospectus and any prospectus supplementdo not constitute an offer to sell or a solicitation of an offer to buy any securities other than the securities offered by this prospectus and theprospectus supplement. This prospectus and any prospectus supplement do not constitute an offer to sell or a solicitation of an offer to buyany securities in any circumstances in which such offer or solicitation is unlawful. Neither the delivery of this prospectus or any prospectussupplement nor any sale made hereunder shall, under any circumstances, create any implication that there has been no change in our affairssince the date of this prospectus or such prospectus supplement or that the information contained by reference to this prospectus or anyprospectus supplement is correct as of any time after its date. ABOUT THIS PROSPECTUS This prospectus is part of a registration statement that we filed with the Securities and Exchange Commission, or SEC, using a“shelf” registration process. Under this shelf registration process, we may from time to time offer and sell, in one or more offerings, any orall of the securities described in this prospectus, separately or together, up to an aggregate offering price of $300,000,000. This prospectusprovides you with a general description of our securities being offered. When we issue the securities being offered by this prospectus, wewill provide a prospectus supplement that will contain specific information about the terms of that offering. The prospectus supplementmay also add, update or change information contained in this prospectus. You should read both this prospectus and any prospectussupplement together with additional information described under the heading “Additional Information” and “Incorporation of CertainInformation by Reference.” PROSPECTUS SUMMARY The fo