Corbus Pharmaceuticals Holdings Inc美股招股说明书(2026-08-07版)

Common Stock We have entered into an Open Market Sale Agreement, or sale agreement, with Jefferies LLC relating to shares of ourcommon stock offered by this prospectus supplement. In accordance with the terms of the sale agreement, we may offer and sellshares of our common stock having an aggregate offering price of up to $127,500,000 from time to time through Jefferies LLC,acting as sales agent. Our common stock is listed on The Nasdaq Capital Market under the symbol “CRBP.” On August 4, 2026, the lastreported sales price of our common stock on The Nasdaq Capital Market was $9.40 per share. Investing in our common stock involves risks. Before buying any shares, you should read the discussion of material risksof investing in our common stock in “Risk Factors” beginning on page 5 of this prospectus supplement and in the documentsincorporated by reference in this prospectus supplement and the accompanying prospectus. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapprovedof these securities or determined if this prospectus supplement or the accompanying prospectus is truthful or complete. Anyrepresentation to the contrary is a criminal offense. Upon delivery of a placement notice, and subject to our instructions in that notice and the terms and conditions of the saleagreement generally, Jefferies LLC may sell our common stock by any method permitted by law deemed to be an “at-the-marketoffering” as defined by Rule 415(a)(4) promulgated under the Securities Act of 1933, as amended, or the Securities Act. JefferiesLLC is not required to sell any specific number or dollar amount of securities but will act as a sales agent using commerciallyreasonable efforts consistent with its normal trading and sales practices, on mutually agreed terms between Jefferies LLC and us.There is no arrangement for funds to be received in any escrow, trust or similar arrangement. Jefferies LLC will be entitled to compensation at a fixed commission rate equal to 3% of the gross sales price per sharesold. In connection with the sale of our common stock on our behalf, Jefferies LLC will be deemed to be an “underwriter” withinthe meaning of the Securities Act and the compensation of Jefferies LLC will be deemed to be underwriting commissions ordiscounts. See “Plan of Distribution” beginning on page 12 for additional information regarding the compensation to be paid toJefferies LLC. The date of this prospectus supplement is August 7, 2026. TABLE OF CONTENTS PROSPECTUS SUPPLEMENT PageABOUT THIS PROSPECTUS SUPPLEMENTS-1PROSPECTUS SUMMARYS-2THE OFFERINGS-4RISK FACTORSS-5SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTSS-7USE OF PROCEEDSS-9DILUTIONS-10PLAN OF DISTRIBUTIONS-12LEGAL MATTERSS-14EXPERTSS-15ADDITIONAL INFORMATIONS-16INCORPORATION OF CERTAIN INFORMATION BY REFERENCES-17 PROSPECTUS ABOUT THIS PROSPECTUS1PROSPECTUS SUMMARY2RISK FACTORS4FORWARD-LOOKING STATEMENTS5USE OF PROCEEDS6THE SECURITIES WE MAY OFFER7DESCRIPTION OF CAPITAL STOCK8DESCRIPTION OF STOCK WARRANTS11DESCRIPTION OF DEBT SECURITIES13DESCRIPTION OF SUBSCRIPTION RIGHTS19DESCRIPTION OF UNITS20FORMS OF SECURITIES21PLAN OF DISTRIBUTION23LEGAL MATTERS27EXPERTS28DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION FOR SECURITIES ACT LIABILITIES29ADDITIONAL INFORMATION30INCORPORATION OF CERTAIN INFORMATION BY REFERENCE31 ABOUT THIS PROSPECTUS SUPPLEMENT This prospectus supplement is part of registration statement on Form S-3 that we have filed with the Securities andExchange Commission, or the SEC, using a “shelf” registration process. Under the shelf registration process, we may offer sharesof our common stock having an aggregate offering price of up to $127,500,000 from time to time under this prospectus supplementat prices and on terms to be determined by market conditions at the time of the offering. We provide information to you about this offering of shares of our common stock in this prospectus supplement, whichdescribes the specific terms of this offering of common stock. We also refer you to the accompanying prospectus, which providesgeneral information about securities we may offer from time to time under our shelf registration statement. To the extent there is aconflict between the information contained in this prospectus supplement, on the one hand, and the information contained in theaccompanying prospectus or in any document incorporated by reference that was filed with the SEC before the date of thisprospectus supplement, on the other hand, you should rely on the information in this prospectus supplement. If any statement in oneof these documents is inconsistent with a statement in another document having a later date — for example, a documentincorporated by reference in this prospectus supplement or the accompanying prospectus — the statement in the document havingthe later date modifies or supersedes the earlier statement. We have not authorized anyone to provide you with information differen