{"url_path":"/sec/crbp/8-k/2026-05-21/item-1-01","section_key":"item-1-01","section_title":"Item 1.01 Entry into a Material Definitive Agreement.","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-05-21","source_url":"https://www.sec.gov/Archives/edgar/data/1595097/0001193125-26-233507-index.html","accession_number":"0001193125-26-233507","cik":"0001595097","ticker":"CRBP","issuer_name":"Corbus Pharmaceuticals Holdings, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1595097/0001193125-26-233507-index.html","primary_entity_key":"0001595097","primary_entity_name":"Corbus Pharmaceuticals Holdings, Inc."},"word_count":942,"has_tables":true,"body_markdown":"Item 1.01 Entry into a Material Definitive Agreement.\n\nEffective May 21, 2026, Corbus Pharmaceuticals Holdings, Inc. (the “Company”) entered into an employment agreement (the “Employment Agreement”) with Nishant Saxena, which is effective for a period of two (2) years from the date thereof. Mr. Saxena’s employment agreement provides for him to serve as Chief Business Officer and provides for an annual base salary of $470,000. In addition, Mr. Saxena is eligible to receive an annual bonus, which is targeted at up to 40% of his base salary but which may be adjusted by the Company’s board of directors (the “Board”) based on his individual performance and the Company’s performance as a whole. Pursuant to the terms of the employment agreement, Mr. Saxena will be granted 192,300 stock options to acquire shares of the Company’s common stock at an exercise price equal to the closing price of a share of common stock on the Nasdaq Capital Market on May 21, 2026 which will vest 25% after one year of employment and thereafter monthly over the following 36 months, subject to continuous employment with the Company, and 58,300 restricted stock units with respect to the Company’s common stock, which will vest 25% on each of the first, second, third and fourth annual anniversary of the award date, subject to continuous employment with the Company. In addition, Mr. Saxena is eligible to receive, from time to time, equity awards under our existing equity incentive plan, or any other equity incentive plan the Company may adopt in the future, and the terms and conditions of such awards, if any, will be determined by the Board or the Compensation Committee of the Board (the “Compensation Committee”), in their discretion. Mr. Saxena is subject to non-compete provisions, which apply during the term of his employment and for a period of six (6) months from the date of cessation of his employment, subject to the Company providing as severance ((x) if the Company terminates Mr. Saxena’s employment without cause or he terminates his employment for good reason during the term of the employment agreement and (y) he timely executes and does not revoke a general release, which will include a non-compete covenant, and complies with such covenants) twelve (12) months of his base salary (three (3) months if such termination occurs prior to the one-year anniversary of the effective date and other than during the Change in Control Period (as defined below)), other than during the Change in Control Period, in which case it will be increased to eighteen (18) months. Mr. Saxena will be subject to non-solicitation provisions, which apply during the term of his employment and for a period of twelve (12) months from the date of cessation of his employment. In addition, the employment agreement contains customary confidentiality and assignment of inventions provisions. The “Change in Control Period” is defined in the Employment Agreement as the period within the six (6) months immediately preceding or the twelve (12) months immediately following a change in control.\n\n \n\nIf the Company terminates Mr. Saxena’s employment without cause or he terminates his employment for good reason during the term of his employment agreement, other than during the Change in Control Period, the Company is required to pay him as severance reimbursement of the cost of COBRA coverage (or to use commercially reasonable best efforts to provide the cost of other comparable coverage if COBRA reimbursement would incur tax penalties or violate the law) for twelve (12) months (three (3) months if such termination occurs prior to the one-year anniversary of the effective date and other than during the Change in Control Period), and he may be paid a pro-rated bonus if his employment terminates on or after the one-year anniversary of the effective date, each subject to his timely execution of a general release, which will include a non-compete covenant, and continuing compliance with such covenants. If the Company terminates Mr. Saxena’s employment without cause or he terminates his employment for good reason during the term of the employment agreement, and during the Change in Control Period, the Company is required to pay him as severance reimbursement of the cost of COBRA coverage (or to use commercially reasonable best efforts to provide the cost of other comparable coverage if COBRA reimbursement would incur tax penalties or violate the law) for eighteen (18) months, accelerated vesting of all of his outstanding options, restricted stock and other equity incentive awards and his current year bonus at target levels, each subject to his timely execution and non-revocation of a general release, which will include a non-compete covenant, and continuing compliance with such covenants. Mr. Saxena’s severance payments and other applicable payments and benefits will be subject to reduction to the extent doing so would put him in a better after-tax position after taking into account any excise tax he may incur under Internal Revenue Code Section 4999 in connection with any change in control of the Company or his subsequent termination of employment. Mr. Saxena’s employment agreement expires on May 21, 2028.\n\n \n\nThe foregoing is a summary of the material terms of the Employment Agreement and does not purport to be complete. A copy of the Employment Agreement is attached as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.\n\n \n\nThe awards are subject to the terms and conditions of the Corbus Pharmaceuticals Holdings, Inc. 2024 Equity Incentive Plan (the “2024 Plan”) and the Company’s form of Incentive Stock Option Grant Agreement, Non-Statutory Stock Option Grant Agreement and Restricted Stock Unit Award Agreement, respectively, which are incorporated by reference as Exhibits 10.2, 10.3 and 10.4 hereto, respectively."}