Amendment: SEC Form SCHEDULE 13D/A filed by Corvus Pharmaceuticals Inc.
$CRVS
Biotechnology: Pharmaceutical Preparations
Health Care
|
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)
|
Corvus Pharmaceuticals, Inc. (Name of Issuer) |
Common Stock (Title of Class of Securities) |
221015100 (CUSIP Number) |
Adams Street Partners One North Wacker Drive, Suite 2700, Chicago, IL, 60606 (312) 553-7890 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
01/23/2026 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
|
| CUSIP No. | 221015100 |
| 1 |
Name of reporting person
Adams Street Partners, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
3,275,616.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
3.9 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IA |
Comment for Type of Reporting Person:
Comment to Rows 7, 9, 11:
Represents 236,128 shares held directly by Adams Street Venture/Growth Fund VI LP ("AS VGVI"), 694,854 shares held by Adams Street 2011 Direct Fund LP ("AS 2011"), 715,361 shares held by Adams Street 2012 Direct Fund LP ("AS 2012"), 541,133 shares held by Adams Street 2013 Direct Fund LP ("AS 2013"), 736,033 shares held by Adams Street 2014 Direct Fund LP ("AS 2014"), 69,864 shares held directly by Adams Street 2015 Direct Venture/Growth Fund LP ("AS 2015"), 67,769 shares held directly by Adams Street 2016 Direct Venture/Growth Fund LP ("AS 2016"), 87,668 shares held directly by Adams Street 2017 Direct Venture/Growth Fund LP ("AS 2017"), and 126,806 shares held directly by Adams Street 2018 Direct Venture/Growth Fund LP ("AS 2018"). Adams Street Partners, LLC, as the managing member of the general partner of the general partner of each of AS VGVI, AS 2011, AS 2012, AS 2013, AS 2014, AS 2015, AS 2016, AS 2017, and AS 2018 may be deemed to beneficially own the shares held by each of such funds. Thomas S. Bremner, Jeffrey T. Diehl, Brian Dudley, Elisha P. Gould, Robin Murray and Fred Wang, each of whom is a partner of Adams Street Partners, LLC (or a subsidiary thereof), may be deemed to have shared voting and investment power over the shares held by these funds. Adams Street Partners, LLC and Thomas S. Bremner, Jeffrey T. Diehl, Elisha P. Gould, Robin Murray and Fred Wang disclaim beneficial ownership of the shares held by each of AS VGVI, AS 2011, AS 2012, AS 2013, AS 2014, AS 2015, AS 2016, AS 2017 and AS 2018 except to the extent of their pecuniary interest therein.
Comment to Row 13:
Based on 83,767,650 shares Common Stock outstanding as of January 23, 2026, which amount includes (i) 82,582,549 shares Common Stock following completion of the Offering (as defined in Item 1) as set forth in the Issuer's Rule 424(b)(5) Prospectus filed with the SEC on January 23, 2026 (the "Prospectus") and (ii) 1,185,101 shares of Common Stock purchased by the underwriters in the Offering upon the exercise of their option to purchase such shares, as described in the Issuer's Current Report on Form 8-K filed with the SEC on January 23, 2026 (the "Current Report").
SCHEDULE 13D
|
| CUSIP No. | 221015100 |
| 1 |
Name of reporting person
Adams Street 2011 Direct Fund LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
694,854.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.8 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person:
Comment to Row 13:
Based on 83,767,650 shares Common Stock outstanding as of January 23, 2026, which amount includes (i) 82,582,549 shares Common Stock following completion of the Offering as set forth in the Prospectus and (ii) 1,185,101 shares of Common Stock purchased by the underwriters in the Offering upon the exercise of their option to purchase such shares, as described in the Current Report.
SCHEDULE 13D
|
| CUSIP No. | 221015100 |
| 1 |
Name of reporting person
Adams Street 2012 Direct Fund LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
715,361.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.9 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person:
Comment to Row 13:
Based on 83,767,650 shares Common Stock outstanding as of January 23, 2026, which amount includes (i) 82,582,549 shares Common Stock following completion of the Offering as set forth in the Prospectus and (ii) 1,185,101 shares of Common Stock purchased by the underwriters in the Offering upon the exercise of their option to purchase such shares, as described in the Current Report.
SCHEDULE 13D
|
| CUSIP No. | 221015100 |
| 1 |
Name of reporting person
Adams Street 2013 Direct Fund LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
541,133.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.6 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person:
Comment to Row 13:
Based on 83,767,650 shares Common Stock outstanding as of January 23, 2026, which amount includes (i) 82,582,549 shares Common Stock following completion of the Offering as set forth in the Prospectus and (ii) 1,185,101 shares of Common Stock purchased by the underwriters in the Offering upon the exercise of their option to purchase such shares, as described in the Current Report.
SCHEDULE 13D
|
| CUSIP No. | 221015100 |
| 1 |
Name of reporting person
Adams Street 2014 Direct Fund LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
736,033.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.9 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person:
Comment to Row 13:
Based on 83,767,650 shares Common Stock outstanding as of January 23, 2026, which amount includes (i) 82,582,549 shares Common Stock following completion of the Offering as set forth in the Prospectus and (ii) 1,185,101 shares of Common Stock purchased by the underwriters in the Offering upon the exercise of their option to purchase such shares, as described in the Current Report.
SCHEDULE 13D
|
| CUSIP No. | 221015100 |
| 1 |
Name of reporting person
Adams Street 2015 Direct Venture/Growth Fund LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
69,864.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.1 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person:
Comment to Row 13:
Based on 83,767,650 shares Common Stock outstanding as of January 23, 2026, which amount includes (i) 82,582,549 shares Common Stock following completion of the Offering as set forth in the Prospectus and (ii) 1,185,101 shares of Common Stock purchased by the underwriters in the Offering upon the exercise of their option to purchase such shares, as described in the Current Report.
SCHEDULE 13D
|
| CUSIP No. | 221015100 |
| 1 |
Name of reporting person
Adams Street 2016 Direct Venture/Growth Fund LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
67,769.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.1 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person:
Comment to Row 13:
Based on 83,767,650 shares Common Stock outstanding as of January 23, 2026, which amount includes (i) 82,582,549 shares Common Stock following completion of the Offering as set forth in the Prospectus and (ii) 1,185,101 shares of Common Stock purchased by the underwriters in the Offering upon the exercise of their option to purchase such shares, as described in the Current Report.
SCHEDULE 13D
|
| CUSIP No. | 221015100 |
| 1 |
Name of reporting person
Adams Street 2017 Direct Venture/Growth Fund LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
87,668.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.1 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person:
Comment to Row 13:
Based on 83,767,650 shares Common Stock outstanding as of January 23, 2026, which amount includes (i) 82,582,549 shares Common Stock following completion of the Offering as set forth in the Prospectus and (ii) 1,185,101 shares of Common Stock purchased by the underwriters in the Offering upon the exercise of their option to purchase such shares, as described in the Current Report.
SCHEDULE 13D
|
| CUSIP No. | 221015100 |
| 1 |
Name of reporting person
Adams Street 2018 Direct Venture/Growth Fund LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
126,806.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.2 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person:
Comment to Row 13:
Based on 83,767,650 shares Common Stock outstanding as of January 23, 2026, which amount includes (i) 82,582,549 shares Common Stock following completion of the Offering as set forth in the Prospectus and (ii) 1,185,101 shares of Common Stock purchased by the underwriters in the Offering upon the exercise of their option to purchase such shares, as described in the Current Report.
SCHEDULE 13D
|
| CUSIP No. | 221015100 |
| 1 |
Name of reporting person
Adams Street Venture/Growth Fund VI LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
236,128.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.3 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person:
Comment to Row 13:
Based on 83,767,650 shares Common Stock outstanding as of January 23, 2026, which amount includes (i) 82,582,549 shares Common Stock following completion of the Offering as set forth in the Prospectus and (ii) 1,185,101 shares of Common Stock purchased by the underwriters in the Offering upon the exercise of their option to purchase such shares, as described in the Current Report.
SCHEDULE 13D
|
| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Stock | |
| (b) | Name of Issuer:
Corvus Pharmaceuticals, Inc. | |
| (c) | Address of Issuer's Principal Executive Offices:
901 Gateway Boulevard, Third Floor, South San Francisco,
CALIFORNIA
, 94080. | |
Item 1 Comment:
This Amendment No. 1 ("Amendment No. 1") to Schedule 13D relates to the Common Stock, $0.0001 par value per share ("Common Stock"), of Corvus Pharmaceuticals, Inc., a Delaware corporation ("Corvus" or "Issuer"). The original Schedule 13D was filed with the Securities Exchange Commission ("SEC") on March 21, 2018 (the "Schedule 13D"). On January 23, 2026, the Issuer completed an underwritten public offering of 7,900,677 shares of Common Stock at a price of $22.15 per share and sold an additional 1,185,101 shares of Common Stock upon the underwriters' exercise of its option to purchase additional shares (the "Offering"). This Amendment No. 1 is being filed to reflect a change in the percentage of shares of Common Stock previously reported by the Reporting Persons solely as a result of a change in the outstanding shares of Common Stock as reported by the Issuer. | ||
| Item 2. | Identity and Background | |
| (a) | This Schedule 13D is being jointly filed by Adams Street Partners, LLC, Adams Street 2011 Direct Fund LP, Adams Street 2012 Direct Fund LP, Adams Street 2013 Direct Fund LP, Adams Street 2014 Direct Fund LP, Adams Street 2015 Direct Venture/Growth Fund LP, Adams Street 2016 Direct Venture/Growth Fund LP, Adams Street 2017 Direct Venture/Growth Fund LP, Adams Street 2018 Direct Venture/Growth Fund LP and Adams Street Venture/Growth Fund VI LP. Adams Street Partners, LLC is the managing member of the general partner of the general partner of each of the aforementioned funds and may be deemed to beneficially own the shares held by them. | |
| (b) | The address of the principal offices of each of the filing entities is One North Wacker Drive, Suite 2700, Chicago, Illinois, 60606. | |
| (c) | The principal occupation of each of the persons set forth on Schedule I hereto is the venture capital and growth equity investment business. The information set forth in Schedule I hereto is incorporated herein by reference. | |
| (d) | None of the Reporting Persons have, and to the best of each Reporting Person's knowledge, during the last five years, each of the Reporting Persons has not, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). | |
| (e) | None of the Reporting Persons have, and to the best of each Reporting Person's knowledge, during the last five years, each of the Reporting Persons has not, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction resulting in a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activity subject to, federal or state securities laws or finding any violations with respect to such laws. | |
| (f) | Each of the Reporting Persons is a United States citizen. | |
| Item 5. | Interest in Securities of the Issuer | |
| (a) | Item 5(a) of the Schedule 13D is hereby amended and restated in its entirety as follows:
Regarding aggregate beneficial ownership, see Row 11 of the cover page of each Reporting Person. Regarding percentage beneficial ownership, see Row 13 of the cover page of each Reporting Person. | |
| (b) | Item 5(b) of the Schedule 13D is hereby amended and restated in its entirety as follows:
Regarding sole power to vote shares, see Row 7 of the cover page of each Reporting Person. Regarding shared power to vote shares, see Row 8 of the cover page of each Reporting Person. Regarding sole power to dispose of shares, see Row 9 of the cover page of each Reporting Person. Regarding shared power to dispose of shares, see Row 10 of the cover page of each Reporting Person. | |
| (c) | Item 5(c) of the Schedule 13D is hereby amended and restated in its entirety as follows:
The Reporting Persons have not effected any transaction in the Common Stock of the Issuer during the past 60 days. | |
| (d) | Under certain circumstances set forth in the limited partnership agreements of the Reporting Persons, the general partner and limited partners of the reporting persons may be deemed to have the right to receive dividends from, or the proceeds from, the sale of shares of the Issuer owned by such entities of which they are a partner. | |
| (e) | Item 5(e) of the Schedule 13D is hereby amended and restated in its entirety as follows:
January 23, 2026. | |
| Item 7. | Material to be Filed as Exhibits. | |
Item 7 of the Schedule 13D is hereby amended and restated in its entirety as follows:
SCHEDULE I.
EXHIBIT A. Form of Indemnification Agreement for Directors and Officers, incorporated herein by reference to Exhibit 10.4 to the Issuer's Annual Report on Form 10-K for the year ended December 31, 2017 filed with the SEC on March 1, 2018.
EXHIBIT B. Amended and Restated Investors' Rights Agreement, dated September 16, 2015, by and among Corvus Pharmaceuticals, Inc. and the investors listed therein, incorporated herein by reference to Exhibit 4.3 to the Issuer's Annual Report on Form 10-K for the year ended December 31, 2017 filed with the SEC on March 1, 2018.
EXHIBIT C. Joint Filing Agreement dated March 21, 2018 by and between the Reporting Persons, incorporated by reference to Exhibit C of the Schedule 13D. | ||
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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