SCHEDULE 13D/A: OrbiMed's Corvus Stake Dips Post-Offering

OrbiMed Advisors' beneficial ownership in Corvus Pharmaceuticals decreased to 10.3% following Corvus's recent public offering of 7.9 million shares.

Summary

• OrbiMed Advisors LLC and OrbiMed Capital GP V LLC (Reporting Persons) filed Amendment No. 12 to their Schedule 13D for Corvus Pharmaceuticals, Inc.
• The filing reports a decrease of more than 1% in the Reporting Persons' beneficial ownership percentage due to an increase in Corvus's total outstanding shares.
• Corvus Pharmaceuticals completed an underwritten public offering of 7,900,677 shares at a price of $22.15 per share on January 23, 2026.
• As of the filing date, OrbiMed beneficially owns 8,609,091 shares, representing approximately 10.3% of Corvus's issued and outstanding shares.
• This beneficial ownership includes pre-funded warrants to purchase 1,444,085 shares.
• The exercise limitation (Blocker) on OrbiMed's warrants increased from 9.99% to 19.99%, making the warrants presently exercisable.
• Peter Thompson, a member of OrbiMed Advisors, serves on Corvus's Board of Directors.
• Thompson and other directors/officers are subject to a 45-day lock-up agreement following the offering, restricting share sales.

Sentiment

Score: 6

Explanation: The sentiment is moderately positive. While OrbiMed's percentage ownership decreased, this was a result of Corvus successfully raising capital through a public offering, which is generally positive for a growth-oriented biotech company. The increased exercisability of OrbiMed's warrants also provides flexibility.

Positives

• Corvus Pharmaceuticals successfully completed an underwritten public offering of 7,900,677 shares at $22.15 per share, indicating successful capital raise.
• The exercise limitation on OrbiMed's pre-funded warrants increased from 9.99% to 19.99%, making them presently exercisable.

Negatives

• OrbiMed's beneficial ownership percentage in Corvus Pharmaceuticals decreased by more than 1% due to the increase in outstanding shares from the public offering.

Risks

• The expiration of the 45-day lock-up period for directors and officers, including Peter Thompson, could lead to increased selling pressure on Corvus shares in the public market.
• OrbiMed, as a significant shareholder, may acquire or dispose of shares in the future based on various factors, which could impact share price volatility.

Future Outlook

OrbiMed intends to continuously review its investment in Corvus Pharmaceuticals based on various factors, including the company's business, financial condition, market conditions, and other investment opportunities. They may acquire or dispose of shares in the future, either in the open market or through privately negotiated transactions, depending on their assessment.

Management Comments

• "The undersigned hereby agree that Amendment No. 12 to the Statement on Schedule 13D, dated January 23, 2026, with respect to the common stock of Corvus Pharmaceuticals, Inc. is filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities and Exchange Act of 1934, as amended."
• "Each of the undersigned agrees to be responsible for the timely filing of this Statement, and for the completeness and accuracy of the information concerning itself contained therein."

Industry Context

This filing reflects a common occurrence in the biotechnology and pharmaceutical sectors where institutional investors, like OrbiMed, take significant stakes in developing companies. Public offerings are a standard method for these companies to raise capital for research, development, and operations, often leading to dilution for existing shareholders and adjustments in ownership percentages for major investors.

Comparison to Industry Standards

• NA

Corporate Governance

Related Party Transactions

• Peter Thompson, a member of OrbiMed Advisors and a director of Corvus, is obligated to transfer any shares issued under stock options or other equity awards, or the economic benefit thereof, to the Reporting Persons (OrbiMed Advisors and GP V), who will then ensure these are provided to OPI V.

Stakeholder Impact

• Shareholders: Existing shareholders experienced dilution due to the public offering, which increased the total number of outstanding shares. The expiration of the lock-up period could lead to increased supply of shares.
• Company (Corvus Pharmaceuticals): The public offering provided capital for the company's operations and strategic initiatives.
• OrbiMed (Reporting Persons): Their percentage ownership decreased, but their warrants became more exercisable, providing potential future flexibility.

Next Steps

• OrbiMed will continue to review its investment in Corvus Pharmaceuticals and may acquire or dispose of shares in the future.
• The 45-day lock-up period for directors and officers will expire, after which their shares will be eligible for sale in the public market, subject to Rule 144 and other securities laws.

Key Dates

Recommendation

This filing primarily details a change in beneficial ownership percentage for a major institutional investor following a public offering. It does not provide new financial performance data or strategic shifts that would warrant a strong buy or sell recommendation. The successful capital raise is positive for the company's operations, but the dilution and potential future selling pressure from the lock-up expiry balance the immediate impact. A 'hold' recommendation is appropriate as investors should monitor future company performance and OrbiMed's subsequent actions.

Keywords

Corvus Pharmaceuticals, OrbiMed Advisors, Schedule 13D/A, Public Offering, Beneficial Ownership, Warrants, Lock-Up Agreement, Biotechnology, Pharmaceuticals, SEC Filing