Amendment to Loan Agreement

Exhibit 10.1

SECOND AMENDMENT TO

LOAN AND SECURITY AGREEMENT

This SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENT (this “Amendment”) entered into as of October 25, 2022, by and among Corbus Pharmaceuticals, Inc., a Delaware corporation (“Borrower Representative”), and each other Person party thereto as a borrower from time to time (together with the Borrower Representative, collectively, “Borrowers”, and each, a “Borrower”), Corbus Pharmaceuticals Holdings, Inc., a Delaware corporation (“Parent”, and together with each other Person party thereto or any other Loan Documents as a guarantor from time to time, collectively, “Guarantors” and each, a “Guarantor”, and together with Borrowers, collectively, “Loan Parties”, and each, a “Loan Party”), lenders constituting Required Lenders and K2 HEALTHVENTURES LLC, as administrative agent for Lenders (in such capacity, together with its successors, “Administrative Agent”).

RECITALS

agreement

(b) Repayment. Commencing on the Amortization Date, and continuing thereafter on each Payment Date through the Term Loan Maturity Date, Borrowers shall make consecutive monthly payments of equal principal and interest, which would fully amortize 50% of the outstanding principal amount of the Term Loans and accrued interest thereon over the twelve (12) Payment Dates to and including the Term Loan Maturity Date (i.e. the amortization payments are determined based on a 24 month amortization schedule, notwithstanding the scheduled Term Loan Maturity Date), provided that if the Applicable Rate is adjusted, the amortization schedule and the required monthly installments shall be recalculated based on the adjusted Applicable Rate and the number of Payment Dates through and including the Term Loan Maturity Date, provided further that if the Amortization Date is extended in accordance with its terms, then the amortization schedule and the required monthly installments shall be adjusted to provide for monthly payments of equal principal and interest, which would fully amortize 33.3% of the outstanding principal amount of the Term Loans and accrued interest thereon over the six (6) Payment Dates to and including the Term Loan Maturity Date (i.e. the amortization payments are determined based on an 18 month amortization schedule, notwithstanding the scheduled Term Loan Maturity Date). On the Term Loan Maturity Date, in addition to the scheduled payment of principal and interest pursuant to the foregoing, the remaining principal balance and any accrued and unpaid interest in respect of the Term Loans, the fees pursuant to the Fee Letter and any other fees and other sums due hereunder, if any, shall be due and payable in full. The Term Loans may only be prepaid in accordance with Sections 2.2(c) or (d).

7.7 Distributions; Investments. (a) Pay any dividends or make any distribution or payment, in each case, on account of any Equity Interests, or redeem, retire or purchase any Equity Interests; provided that (i) Parent may convert any of its convertible Equity Interests (including warrants) into other Equity Interests issued by Parent pursuant to the terms of such convertible securities or otherwise in exchange thereof, (ii) Parent may convert Subordinated Debt issued by Parent into Equity Interests issued by Parent

1

Exhibit 10.1

pursuant to the terms of such Subordinated Debt and to the extent permitted under the terms of the applicable subordination or intercreditor agreement; (iii) Parent or any Subsidiary thereof may pay dividends solely in Equity Interests of Parent or such Subsidiary, as applicable; (iv) Parent may make cash payments in lieu of fractional shares; (v) Parent may repurchase the Equity Interests issued by Parent pursuant to stock repurchase agreements approved by Parent’s Board so long as an Event of Default does not exist at the time of such repurchase and would not exist after giving effect to such repurchase, provided that the aggregate amount of all such repurchases does not exceed the Applicable Amount per fiscal year; (vi) Parent may repurchase Equity Interests issued by Parent pursuant to stock repurchase agreements approved by Parent’s Board where the consideration for the repurchase is the cancellation of indebtedness owed by such former employees, consultants or directors to Parent regardless of whether an Event of Default exists; (vii) any Subsidiary of Parent may pay dividends or make other distributions or payments on account of any Equity Interests issued by it, ratably to the holders thereof; (viii) purchase Equity Interests in connection with the exercise of stock options or stock appreciation by way of a cashless exercise; (ix) purchase fractional shares of Equity Interests arising out of stock dividends, splits or combinations or business combinations, provided that the aggregate amount of all such repurchases does not exceed $500,000 per fiscal year and (x) effect any redemptions pursuant to Section 5 of the Certificate of Designation of Series A Preferred Stock, provided the aggregate payments in connection with such redemptions shall not exceed $1,100; or (b) directly or indirectly make any Investment (including, without limitation, by the formation of any Subsidiary), other than Permitted Investments.

SIDLEY AUSTIN LLP

1001 Page Mill Rd., Bldg. 1

Palo Alto, CA ###-###-####

Attention: Cynthia Bai

Email: ***@***

“Amortization Date” means September 1, 2023, provided that if prior to such date (i) Borrower Representative delivers evidence to Administrative Agent that it has received net cash proceeds from the issuance of Equity Interests to investors of not less than $30,000,000 in an equity financing and (ii) no Event of Default has occurred and is continuing, then such date shall be automatically extended to March 1, 2024.

“Conversion Price” means

(i) with respect to $3,000,000 of the Conversion Amount, $9.40,

(ii) with respect to $875,000 of the Conversion Amount, $0.15 and

(iii) with respect to $1,125,000 of the Conversion Amount, $0.2625,

provided that with respect to each of the foregoing clauses (i) – (iii), (x) in the event that on or after the Closing Date, a stock split, stock combination, reclassification, payment of stock dividend, recapitalization or other similar transaction of such character that the shares of Common Stock shall be changed into or become exchangeable for a larger or small number of shares is consummated (each, a “Stock Event”), the Conversion Price shall be proportionately increased or decreased as necessary to reflect the proportionate change in shares of Common Stock issued and outstanding as a result of such Stock Event (and in the event of such adjustment, Borrower Representative shall promptly notify Lenders thereof, and at Lenders’ request, Borrower Representative shall deliver a certificate of adjustment setting forth such change and attaching supporting calculations, certified by a Responsible Officer), and (y) Lenders may elect to convert any portion of the Conversion Amount in any order at the Conversion Price applicable to such portion.

2

Exhibit 10.1

The effectiveness of this Amendment is subject to the following conditions precedent:

3

Exhibit 10.1

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

4

Exhibit 10.1

[SIGNATURE PAGE TO SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENT]

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed as of the date set forth above.

5

Exhibit 10.1

[SIGNATURE PAGE TO SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENT]

6