Attached files

file filename
EX-99.2 - EX-99.2 - Coherus BioSciences, Inc.d581312dex992.htm
EX-99.1 - EX-99.1 - Coherus BioSciences, Inc.d581312dex991.htm
EX-5.1 - EX-5.1 - Coherus BioSciences, Inc.d581312dex51.htm
EX-1.1 - EX-1.1 - Coherus BioSciences, Inc.d581312dex11.htm

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 21, 2018

 

 

COHERUS BIOSCIENCES, INC.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   001-36721   27-3615821

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification Number)

333 Twin Dolphin Drive, Suite 600

Redwood City, CA 94065

(Address of principal executive offices, including Zip Code)

Registrant’s telephone number, including area code: (650) 649-3530

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

 

 

 


Item 1.01. Entry into a Material Definitive Agreement.

On May 22, 2018, Coherus BioSciences, Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with J.P. Morgan Securities LLC and Citigroup Global Markets Inc. as representatives of the several underwriters named therein (collectively, the “Underwriters”), pursuant to which the Company agreed to issue and sell an aggregate of 5,172,413 shares (the “Shares”) of its common stock, par value $0.0001 per share (“Common Stock”) to the Underwriters (the “Offering”). The Shares were sold at a public offering price of $14.50 per share, and were purchased by the Underwriters from the Company at a price of $13.63 per share. Under the terms of the Underwriting Agreement, the Company granted the Underwriters an option for 30 days to purchase up to an additional 775,861 shares of Common Stock, which the Underwriters have elected to exercise in full.

The Offering was made under a prospectus supplement and related prospectus filed with the Securities and Exchange Commission pursuant to the Company’s effective shelf registration statement on Form S-3 (Registration No. 333-208625).

On May 25, 2018, the Company completed the sale and issuance of an aggregate of 5,948,274 shares of Common Stock. The Company received net proceeds of approximately $80.8 million, after deducting the Underwriters’ discounts and commissions and estimated offering expenses payable by the Company.

The Underwriting Agreement contains customary representations, warranties, covenants and agreements by the Company, customary conditions to closing, indemnification obligations of the Company and the Underwriters, including for liabilities under the Securities Act of 1933, as amended, other obligations of the parties and termination provisions. The representations, warranties and covenants contained in the Underwriting Agreement were made only for purposes of such agreement and as of specific dates, were solely for the benefit of the parties to such agreement, and may be subject to limitations agreed upon by the contracting parties. The Company and the Company’s directors, executive officers and certain stockholders that are affiliated with the Company’s directors also agreed not to sell or transfer any Common Stock for 60 days after May 22, 2018 without first obtaining the written consent of the representatives on behalf of the Underwriters, subject to certain exceptions as described in the prospectus supplement.

A copy of the Underwriting Agreement is attached as Exhibit 1.1 hereto and is incorporated herein by reference. The foregoing descriptions of the Underwriting Agreement do not purport to be complete and are qualified in their entirety by reference to such exhibits.

A copy of the opinion of Latham & Watkins LLP relating to the validity of the securities issued in the Offering is filed herewith as Exhibit 5.1.

Item 5.07. Submission of Matters to a Vote of Security Holders.

The Company held its 2018 Annual Meeting of Stockholders (the “Annual Meeting”) on May 23, 2018. On the April 2, 2018 record date, there were 60,154,225 shares of the Company’s common stock outstanding with each such share being entitled to one vote per share.

At the Annual Meeting, 46,682,342 shares of the Company’s common stock were voted in person or by proxy for the two proposals set forth below, each of which is described in the Company’s Definitive Proxy Statement on Schedule 14A filed with the U.S. Securities and Exchange Commission on April 13, 2018.


Proposal 1. The Company’s stockholders elected the Class I director nominees below to the Company’s Board of Directors to hold office until the 2021 Annual Meeting of Stockholders or until their successors are elected.

 

NOMINEE

   FOR    WITHHELD    BROKER
NON-VOTES

Christos Richards

   39,447,735    1,111,960    6,122,647

V. Bryan Lawlis, Ph.D.

   39,549,815    1,009,880    6,122,647

Proposal 2. The Company’s stockholders ratified the selection of Ernst & Young LLP as the independent registered public accounting firm of the Company for its fiscal year ending December 31, 2018.

 

FOR    AGAINST    ABSTAIN

46,526,829

   155,513    0

Item 8.01. Other Events.

The full text of the press release announcing the proposed underwritten public offering on May 21, 2018 and the full text of the press release announcing the pricing of the underwritten public offering on May 22, 2018 are attached as Exhibits 99.1 and 99.2 hereto and are incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

 

        See Exhibit Index attached hereto.


EXHIBIT INDEX

 

Exhibit No.

  

Description

  1.1    Underwriting Agreement, dated May 22, 2018, among Coherus BioSciences, Inc., J.P. Morgan Securities LLC and Citigroup Global Markets Inc.
  5.1    Opinion of Latham & Watkins LLP.
23.1    Consent of Latham & Watkins LLP (included in Exhibit 5.1).
99.1    Press release issued by Coherus BioSciences, Inc. on May 21, 2018.
99.2    Press release issued by Coherus BioSciences, Inc. on May 22, 2018.


SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

    COHERUS BIOSCIENCES, INC.
Date: May 25, 2018     By:   /s/ Jean-Frédéric Viret
    Name:   Jean-Frédéric Viret
    Title:   Chief Financial Officer