Securities to be offered to employees in employee benefit plans



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As filed with the Securities and Exchange
Commission on April 30, 2020




Registration No. 333-

















UNITED
STATES






SECURITIES AND EXCHANGE COMMISSION





Washington, D.C. 20549













FORM S-8






REGISTRATION
STATEMENT






UNDER






THE SECURITIES
ACT OF 1933
















Corvus
Pharmaceuticals, Inc.




(Exact name of Registrant as specified in
its charter)





















Delaware



(State or other jurisdiction of



incorporation or organization)








46-4670809



(I.R.S. Employer



Identification Number)







863 Mitten Road, Suite 102




Burlingame, CA 94010




(650) 900-4520



(Address, including zip code, and telephone
number, including area code, of Registrant’s principal executive offices)
















2016 Equity Incentive Award Plan



(Full Title of the Plan)
















Richard A. Miller, M.D.




President and Chief Executive Officer




Corvus Pharmaceuticals, Inc.




863 Mitten Road, Suite 102




Burlingame, CA 94010




(650) 900-4520



(Name, address, including zip code, and
telephone number, including area code, of agent for service)




























Copies to:





Alan C. Mendelson, Esq.




Miles P. Jennings, Esq.




Latham & Watkins LLP




140 Scott Drive




Menlo Park, CA 94025




Telephone: (650) 328-4600




Facsimile: (650) 463-2600












Indicate by check mark whether the registrant
is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting 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.
































Large accelerated filer





¨





Accelerated filer




x



Non-accelerated filer





¨





Smaller reporting company





x








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 7(a)(2)(B) of the Securities Act.

x










CALCULATION OF REGISTRATION FEE

























































Title of Each Class of




Securities to be Registered






Amount




to be




Registered


(1)






Proposed




Maximum


Offering Price




Per Share


(2)






Proposed




Maximum


Aggregate Offering




Price Per Share






Amount of


Registration Fee




Common Stock, $0.0001 par value per share




1,118,000

(3)





$2.60




$2,906,800




$377.30











(1)

Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this registration
statement shall also cover any additional shares of the Registrant’s common
stock that become issuable under the 2016 Equity Incentive Award Plan (the “2016 Plan”) by reason of any stock dividend,
stock split, recapitalization or similar transaction effected without the Registrant’s receipt of consideration which would
increase the number of outstanding shares of common stock.











(2)

This estimate is made pursuant to Rule 457(c) and Rule 457(h) of
the Securities Act solely for purposes of calculating the registration fee. The Proposed Maximum Offering Price Per Share for
shares available for future grant is the average of the high and low prices for the registrant’s common stock as reported
on The Nasdaq Global Select Market on April 29, 2020, which is $2.60.









(3)

Represents the additional shares of common stock available for future issuance under the 2016 Plan resulting from an annual
increase as of January 1, 2020.







Proposed sale to take place as soon after
the effective date of the




registration statement as awards under
the plans are exercised and/or vest.




































EXPLANATORY NOTE





This Registration Statement on Form S-8
is being filed for the purpose of registering an additional 1,118,000 shares of the Registrant’s common stock issuable under
the 2016 Equity Incentive Plan, for which Registration Statements of the Registrant on Form S-8 (File Nos. 333-210456, 333-216590,
333-223622 and 333-231331) are effective, as a result of the operation of an automatic annual increase provision therein.






INCORPORATION BY REFERENCE OF CONTENTS
OF REGISTRATION STATEMENT ON




FORM S-8







Pursuant to Instruction E of Form S-8, the
contents of the Registration Statements on Form S-8 filed with the Securities and Exchange Commission on

March 29, 2016

,

March 10, 2017

,

March 13, 2018

and

May 9, 2019

(File Nos. 333-210456, 333-216590, 333-223622 and 333-231331) are incorporated by reference
herein.




















Exhibit Index





































































































































































































Incorporated
by Reference






Filed Herewith




Exhibit


Number








Exhibit Description






Form






Date






Number







4.1






Amended and Restated Certificate of Incorporation.






8-K






3/29/2016






3.1







4.2






Amended and Restated Bylaws.






8-K






3/29/2016






3.2







4.3






Form of Common Stock Certificate.






S-1






1/4/2016






4.2







4.4






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







5.1






Opinion of Latham & Watkins LLP.












X





23.1






Consent of independent registered public accounting firm.












X





23.2






Consent of Latham & Watkins LLP (included in Exhibit 5.1).












X





24.1






Power of Attorney. Reference is made to the signature page to the Registration Statement.












X





99.2(a)#






2016 Equity Incentive Award Plan.






S-8






3/29/2016






99.2(a)







99.2(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)







99.2(c)#






Form of Restricted Stock Award Agreement and Restricted Stock Unit Award Agreement under the 2016 Equity Incentive Award Plan.






S-1






1/4/2016






10.5(c)







99.2(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)










#Indicates management contract or compensatory plan.




















SIGNATURES





Pursuant to the requirements of the Securities
Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements
for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in Burlingame, California, on this 30th day of April, 2020.


































Corvus Pharmaceuticals, Inc









By:



/s/
Richard A. Miller









Richard
A. Miller, M.D.









President and Chief Executive Officer








POWER OF ATTORNEY





KNOW ALL PERSONS BY THESE PRESENTS, that
each person whose signature appears below does hereby constitute and appoint Richard A. Miller, M.D. and Leiv Lea, and each of
them, with full power of substitution and full power to act without the other, his or her true and lawful attorney-in-fact and
agent to act for him or her in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this registration statement, and to file this registration statement, with all exhibits thereto,
and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact
and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to
be done in order to effectuate the same as fully, to all intents and purposes, as they or he or she might or could do in person,
hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, may lawfully do or cause to be done
by virtue hereof.





Pursuant to the requirements of the Securities
Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the date
indicated.





































































































Signature











Title











Date













/s/ Richard A. Miller









Richard A. Miller M.D.




President, Chief Executive Officer and Director




(Principal Executive Officer)




April 30, 2020






/s/ Leiv Lea









Leiv Lea




Chief Financial Officer




(Principal Financial and Accounting Officer)




April 30, 2020






/s/ Ian T. Clark









Ian T. Clark




Director



April 30, 2020






/s/ Elisha P. (Terry) Gould









Elisha P. (Terry) Gould




Director



April 30, 2020






/s/ Linda S. Grais, M.D., J.D.









Linda S. Grais, M.D., J.D.




Director



April 30, 2020






/s/ Steve E. Krognes









Steve E. Krognes




Director



April 30, 2020






/s/ Scott W. Morrison









Scott W. Morrison




Director



April 30, 2020






/s/ Peter Thompson, M.D.









Peter Thompson, M.D.




Director



April 30, 2020














The above information was disclosed in a filing to the SEC. To see the filing, click here.

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