SCHEDULE 13D/A: OrbiMed Advisors Updates Corvus Pharmaceuticals Stake to 12.2% Following Share Count Adjustment

OrbiMed Advisors LLC and OrbiMed Capital GP V LLC have filed an Amendment No. 11 to their Schedule 13D, reporting a decrease in their beneficial ownership of Corvus Pharmaceuticals, Inc. common stock to 12.2% due to a change in the number of outstanding shares.

Summary

• OrbiMed Advisors LLC and OrbiMed Capital GP V LLC (the "Reporting Persons") filed Amendment No. 11 to their Schedule 13D regarding their beneficial ownership in Corvus Pharmaceuticals, Inc.
• The amendment reports that the Reporting Persons' percentage of outstanding shares beneficially owned decreased by more than 1% due to a change in the number of Corvus Pharmaceuticals' outstanding shares.
• As of the filing date, the Reporting Persons beneficially own 9,785,423 shares of Corvus Pharmaceuticals, Inc. common stock.
• This ownership represents approximately 12.2% of the issued and outstanding shares, calculated based on 79,956,405 total shares, which includes 77,114,636 outstanding shares reported by Corvus in its May 8, 2025 Form 10-Q, plus warrants.
• The beneficially owned shares include pre-funded warrants to purchase 1,444,085 shares and common warrants to purchase 1,397,684 shares.
• The warrants, granted on May 6, 2024, are now presently exercisable due to an increase in the exercise limitation (Blocker) from 9.99% to 19.99% of outstanding shares.

Sentiment

Score: 5

Explanation: The document is a factual update on beneficial ownership, reflecting a routine adjustment due to changes in the issuer's outstanding share count. It contains no inherently positive or negative operational news for Corvus Pharmaceuticals, Inc.

Positives

• The warrants held by OrbiMed are now fully exercisable, providing flexibility for future investment actions.

Negatives

• The percentage of beneficial ownership decreased by more than 1%, although this was attributed to a change in the total number of outstanding shares rather than a direct sale by the Reporting Persons.

Risks

• The Reporting Persons intend to review their investment based on various factors, including the Issuer's business, financial condition, and market conditions, which could lead to future acquisitions or dispositions of shares.

Future Outlook

The Reporting Persons intend to continuously review their investment in Corvus Pharmaceuticals, Inc. based on various factors including the Issuer's business, financial condition, and market conditions. They may acquire additional shares or dispose of existing shares in the open market or privately negotiated transactions, but currently have no formulated plans for extraordinary corporate transactions, changes in management or board, or material changes to the Issuer's capitalization or corporate structure.

Management Comments

• Carl L. Gordon, a Member of OrbiMed Advisors LLC, signed the filing on behalf of both OrbiMed Advisors LLC and OrbiMed Capital GP V LLC.
• Peter Thompson, a member of OrbiMed Advisors, has been a member of the Board of Directors of Corvus Pharmaceuticals, Inc. since November 2014.

Industry Context

This filing is a routine update of a significant institutional investor's stake in a biotechnology company. Such disclosures are common in the highly dynamic biotech sector, where investment firms frequently adjust their positions based on clinical trial progress, regulatory milestones, and market valuations. The increase in outstanding shares, which led to the percentage decrease, could be indicative of recent capital-raising activities by Corvus Pharmaceuticals, a common occurrence for development-stage biotech firms.

Related Party Transactions

• Peter Thompson, a member of OrbiMed Advisors and a director of Corvus Pharmaceuticals, is obligated to transfer any shares or economic benefits from stock options or other equity awards received from Corvus to the Reporting Persons, which will then be provided to OrbiMed Private Investments V, LP (OPI V).
• On May 6, 2024, Corvus Pharmaceuticals granted pre-funded warrants to purchase 1,444,085 shares and common warrants to purchase 1,397,684 shares to the Reporting Persons.

Stakeholder Impact

• Shareholders: Provides transparency regarding the ownership stake of a significant institutional investor, OrbiMed, and how their percentage ownership has been affected by changes in the company's total outstanding shares.

Next Steps

• The Reporting Persons will continue to review their investment in Corvus Pharmaceuticals, Inc. based on various factors.
• They may acquire or dispose of shares in the future, depending on market and other factors.

Key Dates

Keywords

Corvus Pharmaceuticals, OrbiMed Advisors, Schedule 13D/A, Beneficial Ownership, Common Stock, Warrants, Investment Management, Biotechnology, Pharmaceuticals