true 0001512762 0001512762 2023-09-08 2023-09-08

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K/A

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 8, 2023

 

 

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

N/A

(Former name or former address, if changed since last report)

 

 

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))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

  

Trading
Symbol(s)

  

Name of each exchange
on which registered

Common Stock, $0.0001 par value per share   CHRS   The Nasdaq Global Market

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.  ☐

 

 

 

Explanatory Note

On September 8, 2023, Coherus BioSciences, Inc. (the “Company”) filed a Current Report on Form 8-K (as amended on November 6, 2023, the “Original Form 8-K”) reporting that on September 8, 2023, pursuant to an Agreement and Plan of Merger (the “Merger Agreement”) dated June 15, 2023 by and among the Company, Crimson Merger Sub I, Inc., a Delaware corporation and wholly owned subsidiary of the Company (“Merger Sub I”), Crimson Merger Sub II, LLC, a Delaware limited liability company and wholly owned subsidiary of the Company (“Merger Sub II”), and Surface Oncology, Inc., a Delaware corporation (“Surface”), Merger Sub I merged with and into Surface (the “First Merger”), with Surface surviving such First Merger as a wholly owned subsidiary of the Company, and, as part of the same overall transaction, promptly after the First Merger, the surviving entity of the First Merger merged with and into Merger Sub II (the “Second Merger” and together with the First Merger, the “Mergers”), with Merger Sub II surviving the Second Merger.

This Current Report on Form 8-K/A amends Item 9.01 of the Original Form 8-K to include the unaudited condensed consolidated financial information described in Item 9.01 below.

 

Item 9.01.

Financial Statements and Exhibits.

 

(a)

Financial Statements of Businesses or Funds Acquired.

The unaudited condensed consolidated financial statements of Surface as of and for the six months ended June 30, 2023 and 2022 and the related notes to the consolidated financial statements are filed as Exhibit 99.1 to this Current Report on Form 8-K/A and incorporated herein by reference.

 

(d)

Exhibits.

 

Exhibit

Number

   

Description

99.1    Unaudited condensed consolidated financial statements of Surface Oncology, Inc., as of June 30, 2023 and for the six-months ended June 30, 2023 and 2022 (incorporated by reference to Item 1. “Financial Statements” in Surface Oncology, Inc.’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2023, filed with the SEC on August 2, 2023).
104    Cover Page Interactive Data File (formatted as inline XBRL document).

SIGNATURES

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

 

Date: November 13, 2023   COHERUS BIOSCIENCES, INC.
    By:  

/s/ McDavid Stilwell

    Name:   McDavid Stilwell
    Title:   Chief Financial Officer
v3.23.3
Document and Entity Information
Sep. 08, 2023
Cover [Abstract]  
Amendment Flag true
Entity Central Index Key 0001512762
Document Type 8-K/A
Document Period End Date Sep. 08, 2023
Entity Registrant Name COHERUS BIOSCIENCES, INC.
Entity Incorporation State Country Code DE
Entity File Number 001-36721
Entity Tax Identification Number 27-3615821
Entity Address, Address Line One 333 Twin Dolphin Drive
Entity Address, Address Line Two Suite 600
Entity Address, City or Town Redwood City
Entity Address, State or Province CA
Entity Address, Postal Zip Code 94065
City Area Code (650)
Local Phone Number 649-3530
Written Communications false
Soliciting Material false
Pre Commencement Tender Offer false
Pre Commencement Issuer Tender Offer false
Security 12b Title Common Stock, $0.0001 par value per share
Trading Symbol CHRS
Security Exchange Name NASDAQ
Entity Emerging Growth Company false
Amendment Description On September 8, 2023, Coherus BioSciences, Inc. (the “Company”) filed a Current Report on Form 8-K (as amended on November 6, 2023, the “Original Form 8-K”) reporting that on September 8, 2023, pursuant to an Agreement and Plan of Merger (the “Merger Agreement”) dated June 15, 2023 by and among the Company, Crimson Merger Sub I, Inc., a Delaware corporation and wholly owned subsidiary of the Company (“Merger Sub I”), Crimson Merger Sub II, LLC, a Delaware limited liability company and wholly owned subsidiary of the Company (“Merger Sub II”), and Surface Oncology, Inc., a Delaware corporation (“Surface”), Merger Sub I merged with and into Surface (the “First Merger”), with Surface surviving such First Merger as a wholly owned subsidiary of the Company, and, as part of the same overall transaction, promptly after the First Merger, the surviving entity of the First Merger merged with and into Merger Sub II (the “Second Merger” and together with the First Merger, the “Mergers”), with Merger Sub II surviving the Second Merger.
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