tm263501-2_424b5 - none

424B5 1 tm263501-2_424b5.htm 424B5 tm263501-2_424b5 - none - 6.4945555s

The information in this preliminary prospectus supplement and the accompanying base prospectus is not complete and may be changed. A registration statement relating to these securities has been declared effective under the Securities Act of 1933, as amended. This preliminary prospectus supplement and the accompanying base prospectus are not an offer to sell these securities and are not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

Filed pursuant to Rule 424(b)(5)

Registration Statement No. 333-281318

Subject to completion, dated January 20, 2026.

Preliminary Prospectus Supplement
(To Prospectus dated August 15, 2024)

Corvus Pharmaceuticals, Inc.

$150,000,000
Shares of Common Stock
Pre-Funded Warrants to Purchase Shares of Common Stock

We are offering $150,000,000 of shares of our common stock, and, in lieu of common stock to certain investors that so choose, pre-funded warrants to purchase shares of our common stock (the “pre-funded warrants”). The purchase price of each pre-funded warrant equals the price per share at which the shares of our common stock are being sold in this offering, minus $0.0001, which is the exercise price of each pre-funded warrant per share. Each pre-funded warrant will be exercisable at any time after the date of issuance of such pre-funded warrant, subject to an ownership limitation. This prospectus supplement also relates to the offering of the shares of our common stock issuable upon the exercise of such pre-funded warrants.

Our common stock is listed on the Nasdaq Global Market under the symbol “CRVS.” The last reported sale price of our common stock on the Nasdaq Global Market on January 16, 2026 was $8.05 per share. There is no established public trading market for the pre-funded warrants, and we do not expect a market to develop. We do not intend to list the pre-funded warrants on the Nasdaq Global Market or any other national securities exchange or nationally recognized trading system.

We are a “smaller reporting company” as defined under the federal securities laws and, as such, we have elected to comply with certain reduced reporting requirements for this prospectus supplement and may elect to do so in future filings. See “Prospectus Supplement Summary — Implications of Being a Smaller Reporting Company.”

Investing in our securities involves significant risks. See “Risk Factors” on page S-13 of this prospectus supplement, on page 5 of the accompanying base prospectus, and in the documents incorporated by reference into this prospectus supplement for a discussion of the factors you should consider before investing in our securities.

Price to
Public

Underwriting
Discounts and
Commissions(1)

Proceeds to
Corvus, Before
Expenses

Per Share

Per Pre-Funded Warrant

Total

(1)

See “Underwriting” beginning on page S-30 for additional information regarding underwriting compensation.

We have granted the underwriters an option to purchase up to $22,500,000 of additional shares of our common stock at the public offering price, less underwriting discounts and commissions, for 30 days after the date of this prospectus supplement.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus supplement or the prospectus to which it relates. Any representation to the contrary is a criminal offense.

The underwriters expect to deliver the shares or pre-funded warrants, as applicable, on or about , 2026.

Joint Book-Running Managers

Jefferies

Goldman Sachs & Co. LLC

Bookrunner

Mizuho

Co-Manager

Ladenburg Thalmann

Prospectus supplement dated , 2026

	ABOUT THIS PROSPECTUS SUPPLEMENT					S-1
	FORWARD-LOOKING STATEMENTS					S-2
	PROSPECTUS SUPPLEMENT SUMMARY					S-4
	THE OFFERING					S-11
	RISK FACTORS					S-13
	USE OF PROCEEDS					S-18
	DILUTION					S-19
	DIVIDEND POLICY					S-21
	DESCRIPTION OF SECURITIES OFFERED					S-22
	MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES					S-24
	UNDERWRITING					S-30
	LEGAL MATTERS					S-37
	EXPERTS					S-37
	WHERE YOU CAN FIND MORE INFORMATION					S-37
	INCORPORATION BY REFERENCE					S-37

	ABOUT THIS PROSPECTUS					1
	WHERE YOU CAN FIND MORE INFORMATION; INCORPORATION BY REFERENCE					2
	THE COMPANY					4
	RISK FACTORS					5
	USE OF PROCEEDS					6
	DESCRIPTION OF CAPITAL STOCK					7
	DESCRIPTION OF DEBT SECURITIES					13
	DESCRIPTION OF WARRANTS					20
	DESCRIPTION OF UNITS					22
	GLOBAL SECURITIES					23
	PLAN OF DISTRIBUTION					27
	LEGAL MATTERS					29
	EXPERTS					29

Public offering price per share of common stock (or pre-funded warrant at the offering price less $0.0001)			$
Historical net tangible book value per share as of September 30, 2025	$	0.81
Increase per share attributable to investors	$
As adjusted net tangible book value per share as of September 30, 2025, after giving effect to this offering			$
Dilution per share to investors purchasing securities in this offering			$

Underwriter	Number of Shares	Number of Pre-Funded Warrants
Jefferies LLC
Goldman Sachs & Co. LLC
Mizuho Securities USA LLC
Ladenburg Thalmann & Co. Inc.
Total

SEC Form 424B5 filed by Corvus Pharmaceuticals Inc.