**UNITED STATES**

**SECURITIES AND EXCHANGE COMMISSION**

**WASHINGTON, D.C. 20549**

 

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**FORM 10-K/A**

 

**(Amendment No. 1)**

 

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**(Mark One)**

 

**x**       **ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934**

 

**For the Fiscal Year Ended December 31, 2017**

 

**OR**

 

**o**          **TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934**

 

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**Corvus Pharmaceuticals, Inc.**

(Exact name of registrant as specified in its charter)

 

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| **Delaware**   (State or other jurisdiction   of incorporation) |   | **001-37719**   (Commission   File Number) |   | **46-4670809**   (IRS Employer   Identification Number) |
|-----------------------------------------------------------------|--------|--------------------------------------------|--------|---------------------------------------------------------|

 

**863 Mitten Road, Suite 102, Burlingame, CA 94010**

(Address of principal executive offices, including Zip Code)

 

Registrant’s telephone number, including area code: **(650) 900-4520**

 

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Securities registered pursuant to Section 12(b) of the Act:

 
| **Title of each class** | ** ** | **Name of each exchange on which registered** |
|----------------------------------------|------------|-----------------------------------------------------------------------------|
| Common   Stock, $0.0001 par value      |       | The   Nasdaq Global Market                                                  |

 

Securities registered pursuant to Section 12(g) of the Act: **None**

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.  Yes o  No x

 

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.  Yes o  No x

 

Indicate by check mark whether the issuer (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes x  No o

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  Yes x  No o

 

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  x

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):

 
| Large accelerated filer o | Accelerated filer x | Non-accelerated filer o(Do not check if a   smaller reporting company) | Small reporting company o   Emerging growth company x |
|--------------------------------|--------------------------|-----------------------------------------------------------------------------|-----------------------------------------------------------------|

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  x

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes o  No x

 

As of June 30, 2017, the aggregate market value of the 8,497,239 shares of Common Stock held by non-affiliates of the registrant was approximately $102.8 million, computed by reference to the closing price as reported on The Nasdaq Stock Market. Shares of the registrant’s common stock held by each officer and director and each person known to the registrant to own 10% or more of the outstanding common stock of the registrant have been excluded in that such persons may be deemed affiliates. This determination of affiliate status is not a determination for other purposes. As of March 1, 2018, 21,065,834 shares of the registrant’s common stock were outstanding.

 

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**DOCUMENTS INCORPORATED BY REFERENCE**

None.

 

 

 

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**EXPLANATORY NOTE**

 

This Amendment No. 1 to the Form 10-K (this “Amendment”) amends the Annual Report on Form 10-K of Corvus Pharmaceuticals, Inc. for the year ended December 31, 2017 filed on March 1, 2018 (the “Original Filing”) for the sole purpose of revising Item 9A. Controls and Procedures to supplement the disclosure relating to the Evaluation of Disclosure Controls and Procedures and to include the previously omitted Management’s Report on Internal Control Over Financial Reporting.

 

In addition, as required by Rule 12b-15 under the Securities Exchange Act of 1934, as amended, new certifications by the registrant’s principal executive officer and principal financial officer are filed as exhibits to this Amendment.

 

No other changes have been made to the Original Filing. This Amendment does not reflect events that may have occurred subsequent to the original filing date, and does not modify or update in any way the disclosures made in the Original Filing.

 

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**Item 9A.  Controls and Procedures**

 

**Evaluation of Disclosure Controls and Procedures.**

 

The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) refers to controls and procedures that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.  Our management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives and our management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Due to the inherent limitations of control systems, not all misstatements may be detected. These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of a simple error or mistake.  Our disclosure controls and procedures are designed to provide reasonable assurance of achieving their control objectives.

 

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures as of December 31, 2017, the end of the period covered by this Amendment No. 1 to Annual Report on Form 10-K. Based upon such evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures were effective at the reasonable assurance level as of such date.

 

**Management’s Annual Report on Internal Control Over Financial Reporting**

 

Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) and 15d-15(f) of the Exchange Act). Internal control over financial reporting is a process designed by, or under the supervision of, our Chief Executive Officer and Chief Financial Officer, and effected by our Board of Directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that:

 

·                  Pertain to the maintenance of records that accurately and fairly reflect in reasonable detail the transactions and dispositions of the assets of our company;

 

·                  Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and

 

·                  Provide reasonable assurances regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material adverse effect on our financial statements.

 

Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting as of December 31, 2017 based on the criteria established in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission, or COSO 2013. Based on our evaluation under the criteria set forth in Internal Control - Integrated Framework issued by the COSO, our management concluded our internal control over financial reporting was effective as of December 31, 2017.

 

Internal control over financial reporting has inherent limitations. Internal control over financial reporting is a process that involves human diligence and compliance and is subject to lapses in judgment and breakdowns resulting from human failures. Internal control over financial reporting also can be circumvented by collusion or improper management override. Because of such limitations, there is a risk that material misstatements will not be prevented or detected on a timely basis by internal control over financial reporting. However, these inherent limitations are known features of the financial reporting process. Therefore, it is possible to design into the process safeguards to reduce, though not eliminate, this risk.

 

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**Attestation Report of the Registered Public Accounting Firm**

 

This Amendment No. 1 to Annual Report on Form 10-K does not include an attestation report of our registered public accounting firm due to an exemption established by the JOBS Act for “emerging growth companies.”

 

**Changes in Internal Control Over Financial Reporting**

 

There were no changes in our internal control over financial reporting that occurred during the fiscal quarter ended December 31, 2017 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

 

**PART IV**

 

**Item 15.  Exhibits and Financial Statement Schedules**

 

(1)                                 Financial Statements:

 

The following consolidated financial statements required by Item 15(a) were filed as part of the Original Filing under Item 8 “Consolidated Financial Statements and Supplementary Data” and located at the pages in the Form 10-K indicated:

 
| ** **                                                                                       | ** ** | **Page** |
|--------------------------------------------------------------------------------------------------|------------|----------|
| Report of Independent   Registered Public Accounting Firm                                        |       | 94       |
| Consolidated Financial   Statements                                                              |       |     |
| Consolidated   Balance Sheets                                                                    |       | 95       |
| Consolidated   Statements of Operations and Comprehensive Loss                                   |       | 96       |
| Consolidated   Statements of Convertible Preferred Stock and Stockholders’ Equity (Deficit) |       | 97       |
| Consolidated   Statements of Cash Flows                                                          |       | 98       |
| Notes   to Consolidated Financial Statements                                                     |       | 99       |

 

(2)                                 Financial Statement Schedules:

 

All schedules are omitted because they are not applicable or the required information is shown in the consolidated financial statements or notes thereto.

 

(3)                                 Exhibits.

 

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**EXHIBIT INDEX**

 
| **Exhibit** | ** ** | ** **                                                                                                                                                            | ** ** | **Incorporated by Reference** | ** ** | **Filed** |
|-------------|------------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------|------------|-----------------------------------------|------------|-----------|
| **Number**  | ** ** | **Exhibit Description**                                                                                                                                          | ** ** | **Form**                                | ** ** | **Date**  | ** ** | **Number** | ** ** | **Herewith** |
| 3.1         |       | Amended   and Restated Certificate of Incorporation.                                                                                                                  |       | 8-K                                     |       | 3/29/2016 |   | 3.1 |   |   |
| 3.2         |       | Amended   and Restated Bylaws.                                                                                                                                        |       | 8-K                                     |       | 3/29/2016 |   | 3.2 |   |   |
| 4.1         |       | Reference is made to Exhibits 3.1   through 3.2.                                                                                                                 |       |                                    |       |      |   |   |   |   |
| 4.2         |       | Form of   Common Stock Certificate.                                                                                                                              |       | S-1                                     |       | 1/4/2016  |   | 4.2 |   |   |
| 4.3         |       | Amended   and Restated Investors’ Rights Agreement, dated September 16, 2015, by and   among Corvus Pharmaceuticals, Inc. and the investors listed therein. |       | S-1/A                                   |       | 2/8/2016  |   | 4.3 |   |   |
| 10.1(a)     |       | Office   Lease, dated as of January 27, 2015, by and between Corvus   Pharmaceuticals, Inc. and ARE-819/863 Mitten Road, LLC.                               |       | S-1                                     |       | 1/4/2016  |   | 10.2(a) |   |   |
| 10.1(b)     |       | First   Amendment to Office Lease, dated as of March 19, 2015, by and between   Corvus Pharmaceuticals, Inc. and ARE-819/863 Mitten Road, LLC.         |       | S-1                                     |       | 1/4/2016  |   | 10.2(b) |   |   |
| 10.1(c)     |       | Second   Amendment to Office Lease, dated as of August 20, 2015, by and between   Corvus Pharmaceuticals, Inc. and ARE-819/863 Mitten Road, LLC        |       | S-1                                     |       | 1/4/2016  |   | 10.2(c) |   |   |
| 10.1(d)     |       | Third   Amendment to Office Lease, dated as of June 27, 2016, by and between   Corvus Pharmaceuticals, Inc. and ARE-819/863 Mitten Road, LLC.          |       | 10-Q                                    |       | 8/4/2016  |   | 10.1(d) |   |   |
| 10.1(e)     |       | Fourth   Amendment to Office Lease, dated as of August 15, 2016, by and between   Corvus Pharmaceuticals, Inc. and ARE-819/863 Mitten Road, LLC.       |       | 10-Q                                    |       | 11/3/2016 |   | 10.1(e) |   |   |
| 10.2(a)#    |       | 2014   Equity Inventive Plan.                                                                                                                                         |       | S-1                                     |       | 1/4/2016  |   | 10.4(a) |   |   |
| 10.2(b)#    |       | Amendment   to the 2014 Equity Incentive Plan, dated November 26, 2014.                                                                                               |       | S-1                                     |       | 1/4/2016  |   | 10.4(b) |   |   |
| 10.2(c)#    |       | Amendment   to the 2014 Equity Incentive Plan, dated July 24, 2015.                                                                                              |       | S-1                                     |       | 1/4/2016  |   | 10.4(c) |   |   |
| 10.2(d)#    |       | Amendment   to the 2014 Equity Incentive Plan, dated September 14, 2015.                                                                                              |       | S-1                                     |       | 1/4/2016  |   | 10.4(d) |   |   |
| 10.2(e)#    |       | Form of   Stock Option Grant Notice and Stock Option Agreement under the 2014 Equity   Incentive Award Plan.                                                     |       | S-1                                     |       | 1/4/2016  |   | 10.4(e) |   |   |
| 10.2(f)#    |       | Form of   Restricted Stock Purchase Right Grant Notice and Restricted Stock Purchase   Agreement under the 2014 Equity Incentive Plan.                           |       | S-1                                     |       | 1/4/2016  |   | 10.4(f) |   |   |
| 10.3(a)#    |       | 2016   Equity Incentive Award Plan.                                                                                                                                   |       | S-8                                     |       | 3/29/2016 |   | 99.2(a) |   |   |
| 10.3(b)#    |       | Form of   Stock Option Grant Notice and Stock Option Agreement under the 2016 Equity   Incentive Award Plan.                                                     |       | S-1                                     |       | 1/4/2016  |   | 10.5(b) |   |   |
| 10.3(c)#    |       | Form of   Restricted Stock Award Agreement and Restricted Stock Award Grant Notice   under the 2016 Equity Incentive Award Plan.                                 |       | S-1                                     |       | 1/4/2016  |   | 10.5(c) |   |   |
| 10.3(d)#    |       | Form of   Restricted Stock Unit Award Agreement and Restricted Stock Unit Award Grant   Notice under the 2016 Equity Incentive Award Plan.                       |       | S-1                                     |       | 1/4/2016  |   | 10.5(d) |   |   |
| 10.4#       |       | Form of   Indemnification Agreement for directors and officers.                                                                                                  |       | S-1                                     |       | 1/4/2016  |   | 10.6 |   |   |
| 10.5#       |       | Amended   and Restated Employment Agreement, dated as of December 22, 2015, by and   between Corvus Pharmaceuticals, Inc. and Richard A. Miller.            |       | S-1                                     |       | 1/4/2016  |   | 10.7 |   |   |
| 10.6#       |       | Amended   and Restated Employment Agreement, dated as of December 22, 2015, by and   between Corvus Pharmaceuticals, Inc. and Leiv Lea.                     |       | S-1                                     |       | 1/4/2016  |   | 10.8 |   |   |
| 10.7(a)#    |       | Offer   Letter, dated as of November 27, 2014, by and between Corvus   Pharmaceuticals, Inc. and William B. Jones.                                     |       | S-1                                     |       | 1/4/2016  |   | 10.9(a) |   |   |

 

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| **Exhibit**    | ** ** | ** **                                                                                                                                                                            | ** ** | **Incorporated by Reference** | ** ** | **Filed** |
|----------------|------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|------------|-----------------------------------------|------------|-----------|
| **Number**     | ** ** | **Exhibit Description**                                                                                                                                                          | ** ** | **Form**                                | ** ** | **Date**  | ** ** | **Number** | ** ** | **Herewith** |
| 10.7(b)#       |       | Change   in Control and Severance Agreement, dated December 23, 2015, by and   between Corvus Pharmaceuticals, Inc. and William B. Jones.                                   |       | S-1                                     |       | 1/4/2016  |   | 10.9(b) |   |   |
| 10.8(a)#       |       | Offer   Letter, dated as of December 28, 2014, by and between Corvus   Pharmaceuticals, Inc. and Erik J. Verner.                                                            |       | S-1                                     |       | 1/4/2016  |   | 10.10(a) |   |   |
| 10.8(b)#       |       | Change   in Control and Severance Agreement, dated December 23, 2015, by and   between Corvus Pharmaceuticals, Inc. and Erik J. Verner.                                     |       | S-1                                     |       | 1/4/2016  |   | 10.10(b) |   |   |
| 10.9(a)#       |       | Offer   Letter, dated as of November 22, 2017 by and between Corvus   Pharmaceuticals, Inc. and Daniel Hunt.                                                                |       | 10-K                                    |       | 3/1/2018  |   | 10.9(a) |   |   |
| 10.9(b)#       |       | Change   in Control and Severance Agreement dated December 13, 2017, by and   between Corvus Pharmaceuticals, Inc. and Daniel Hunt.                                         |       | 10-K                                    |       | 3/1/2018  |   | 10.9(b) |   |   |
| 10.10#         |       | Corvus   Pharmaceuticals, Inc. 2016 Employee Stock Purchase Plan.                                                                                                                |       | S-8                                     |       | 3/29/2016 |   | 99.3 |   |   |
| 10.11#         |       | Non-Employee   Director Compensation Program.                                                                                                                                         |       | S-1                                     |       | 1/4/2016  |   | 10.12 |   |   |
| 10.12(a)† |       | License   Agreement, dated February 25, 2015, by and between Corvus   Pharmaceuticals, Inc. and Vernalis (R&D) Limited.                                                 |       | S-1/A                                   |       | 3/10/2016 |   | 10.13(a) |   |   |
| 10.12(b)† |       | Amendment   to License Agreement dated November 5, 2015, by and between Corvus   Pharmaceuticals, Inc. and Vernalis (R&D) Limited.                                      |       | S-1                                     |       | 1/4/2016  |   | 10.13(b) |   |   |
| 10.13†    |       | License   Agreement, dated December 20, 2014, by and between Corvus   Pharmaceuticals, Inc. and The Scripps Research Institute                                              |       | S-1                                     |       | 1/4/2016  |   | 10.14 |   |   |
| 10.14†    |       | Collaboration   Agreement, dated October 5, 2015, by and between Corvus   Pharmaceuticals, Inc. and Genentech, Inc                                                     |       | S-1/A                                   |       | 2/8/2016  |   | 10.15 |   |   |
| 10.15          |       | Phase 1b/II   Combination Study Agreement dated May 1, 2017, by and between Corvus   Pharmaceuticals, Inc. and Genentech, Inc.                                    |       | 10-Q                                    |       | 8/3/2017  |   | 10.1 |   |   |
| 10.16          |       | Sales   Agreement dated September 20, 2017, by and between Corvus   Pharmaceuticals, Inc. and Cowen and Company, LLC.                                                  |       | 8-K                                     |       | 9/20/2017 |   | 1.1 |   |   |
| 21.1           |       | List   of Subsidiaries                                                                                                                                                                |       | 10-K                                    |       | 3/1/2018  |   | 21.1 |   |   |
| 23.1           |       | Consent   of Independent Registered Public Accounting Firm.                                                                                                                           |       | 10-K                                    |       | 3/1/2018  |   | 23.1 |   |   |
| 24.1           |       | Power   of Attorney                                                                                                                                                                   |       | 10-K                                    |       | 3/1/2018  |   | 24.1 |   |   |
| 31.1           |       | Certification   by Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley   Act of 2002.                                                                          |       |                                    |       |      |   |   |   | X |
| 31.2           |       | Certification   by Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley   Act of 2002.                                                                          |       |                                    |       |      |   |   |   | X |
| 32.1**         |       | Certification   of Chief Executive Officer and Chief Financial Officer pursuant to 18 USC   Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley   Act of 2002. |       |                                    |       |      |   |   |   | X |
| 101.INS        |       | XBRL Instance Document.                                                                                                                                                               |       | 10-K                                    |       | 3/1/2018  |   | 101.INS |   |   |
| 101.SCH        |       | XBRL Taxonomy Extension Schema Document.                                                                                                                                              |       | 10-K                                    |       | 3/1/2018  |   | 101.SCH |   |   |
| 101.CAL        |       | XBRL Taxonomy Extension Calculation Linkbase   Document.                                                                                                                              |       | 10-K                                    |       | 3/1/2018  |   | 101.CAL |   |   |
| 101.DEF        |       | XBRL Taxonomy Extension Definition Linkbase   Document.                                                                                                                               |       | 10-K                                    |       | 3/1/2018  |   | 101.DEF |   |   |
| 101.LAB        |       | XBRL Taxonomy Extension Label Linkbase Document.                                                                                                                                      |       | 10-K                                    |       | 3/1/2018  |   | 101.LAB |   |   |
| 101.PRE        |       | XBRL Taxonomy Extension Presentation Linkbase   Document.                                                                                                                             |       | 10-K                                    |       | 3/1/2018  |   | 101.PRE |   |   |

 

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†                                         Confidential treatment has been granted for a portion of this exhibit

 

#                                         Indicates management contract or compensatory plan.

 

**                                  The certification attached as Exhibit 32.1 that accompanies this Amendment No. 1 to Annual Report on Form 10-K is not deemed filed with the Securities and Exchange Commission and is not to be incorporated by reference into any filing of Corvus Pharmaceuticals, Inc. under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date of this Amendment No. 1 to Annual Report on Form 10-K, irrespective of any general incorporation language contained in such filing.

 

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**SIGNATURES**

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 
| ** **                   | **CORVUS   PHARMACEUTICALS, INC.** |
|------------------------------|-----------------------------------------|
|                         |                                    |   |
| Date: August 17,   2018 | By:                                     | /s/ RICHARD. A.   MILLER |
|                         |                                    | Richard A.   Miller, M.D. |
| * *                     | * *                                | *President,   Chief Executive Officer and Director* |
| * *                     | * *                                | *(Principal   Executive Officer)* |
|                         |                                    |   |
| Date: August 17,   2018 | By:                                     | /s/ LEIV LEA |
|                         |                                    | Leiv Lea |
| * *                     | * *                                | *Chief   Financial Officer* |
| * *                     | * *                                | *(Principal   Financial and Accounting Officer)* |

 

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