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): April 13, 2015
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) |
201 Redwood Shores Parkway, Suite 200
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)) |
| Item 1.01 | Entry into a Material Definitive Agreement |
On April 13, 2015, Coherus and Baxter International Inc., Baxter Healthcare Corporation and Baxter Healthcare SA (collectively “Baxter”) executed an amendment (the “Amendment”) to their August 30, 2013 License Agreement (“Agreement”). Under the terms of the Amendment, a revised milestone structure totaling $130 million will replace certain existing milestones and Baxter funding obligations in the Agreement. If Coherus achieves all of the new milestones pursuant to the Amendment, the total payments to Coherus prior to a European market approval may exceed the aggregate of funding and milestone payments under the existing Agreement by approximately $12 million. The Amendment also provides that Baxter will purchase $10 million of Coherus common stock within six months of execution of the Amendment at a price per share equal to the closing trading price on The NASDAQ Global Market on the date of such purchase.
A copy of the press release announcing the Amendment is attached hereto as Exhibit 99.1.
The foregoing is only a summary of the material terms of the Amendment, does not purport to be a complete description of the rights and obligations of the parties thereunder and is qualified in its entirety by reference to the Amendment, which will be filed as an exhibit to the Quarterly Report on Form 10-Q of Coherus for the fiscal quarter ended March 31, 2015. Coherus intends to submit a FOIA Confidential Treatment Request to the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended, requesting that it be permitted to redact certain portions of the Amendment. The omitted materials will be included in the request for confidential treatment.
| Item 9.01 | Financial Statements and Exhibits. |
| | |
Exhibit No. | | Description |
| |
| 99.1 | | Press Release dated April 15, 2015 |
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.
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| Date: April 15, 2015 | | | | COHERUS BIOSCIENCES, INC. |
| | | |
| | | | By: | | /s/ Jean-Frédéric Viret |
| | | | Name: | | Jean-Frédéric Viret |
| | | | Title: | | Chief Financial Officer |
EXHIBIT INDEX
| | |
Exhibit No. | | Description |
| |
| 99.1 | | Press Release dated April 15, 2015 |
