UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q/A
(Amendment No. 1)
| x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended March 31, 2015
| ¨ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission File Number: 001-36721
Coherus BioSciences, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 27-3615821 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
201 Redwood Shores Parkway, Suite 200
Redwood City, California 94065
(650) 649-3530
(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a small reporting company. See definition of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
| Large accelerated Filer | ¨ | Accelerated filer | ¨ | |||
| Non-accelerated filer | x (Do not check if a smaller reporting company) | Smaller reporting company | ¨ | |||
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No x
As of April 30, 2015, 37,841,347 shares of the registrant’s common stock were outstanding.
EXPLANATORY NOTE
Coherus BioSciences, Inc., or the “Company”, is filing this amendment (the “Form 10-Q/A”) to our Quarterly Report on Form 10-Q for the quarter ended March 31, 2015 (the “Form 10-Q”), filed with the U.S. Securities and Exchange Commission on May 11, 2015, solely to amend Item 6 Exhibit Index of the Form 10-Q and re-file the agreements identified as Exhibit 10.2(a) and 10.2(b) to the Form 10-Q. The Company has made no further changes to the Form 10-Q.
This Form 10-Q/A should be read in conjunction with the original Form 10-Q, which continues to speak as of the date of the Form 10-Q. Except as specifically noted above, this Form 10-Q/A does not modify or update disclosures in the Form 10-Q. Accordingly, this Form 10-Q/A does not reflect events occurring after the filing of the Form 10-Q or modify or update any related or other disclosures.
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ITEM 6. EXHIBITS
Incorporated by Reference | ||||||||||
Exhibit Number | Description | Form | Date Filed | Exhibit | Filed Herewith | |||||
| 3.1 | Amended and Restated Certificate of Incorporation. | 8-K | 11/12/2014 | 3.1 | ||||||
| 3.2 | Amended and Restated Bylaws. | 8-K | 11/12/2014 | 3.2 | ||||||
| 10.1† | Amended and Restated License Agreement, effective April 10, 2015, by and among Baxter International Inc., Baxter Healthcare Corporation, and Baxter Healthcare SA and Coherus BioSciences, Inc. | 10-Q | 5/11/2015 | 10.1 | ||||||
| 10.2(a)† | Master Services Agreement, effective February 27, 2015, by and between Worldwide Clinical Trials, Inc. and Coherus BioSciences, Inc. | X | ||||||||
| 10.2(b)† | Work Order #1, effective March 31, 2015, by and between Worldwide Clinical Trials, Inc. and Coherus BioSciences, Inc. | X | ||||||||
| 31.1 | Certification of Principal Executive Officer Required under Securities Exchange Act Rule 13a-14(a) and 15d-14(a). | X | ||||||||
| 31.2 | Certification of Principal Financial Officer under Securities Exchange Act Rule 13a-14(a) and 15d-14(a). | X | ||||||||
| 32.1 | Certifications of Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. 1350 and Securities Exchange Act Rule 13a-14(b). | X | ||||||||
| 101 | The following materials from Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2015, formatted in eXtensible Business Reporting Language (XBRL) includes: (i) Condensed Balance Sheets at March 31, 2015 (unaudited) and December 31, 2014, (ii) Condensed Consolidated Statements of Operations (unaudited) for the three months ended March 31, 2015 and 2014, (iii) Condensed Consolidated Statements of Comprehensive Loss (unaudited) for the three months ended March 31, 2015 and 2014, (iv) Condensed Statements of Cash Flows (unaudited) for the three months ended March 31, 2015 and 2014, and (v) Notes to the Condensed Financial Statements. | 10-Q | 5/11/2015 | 101 | ||||||
| † | Portions of this exhibit (indicated by asterisks) have been omitted pursuant to a request for confidential treatment and this exhibit has been filed separately with the SEC. |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| COHERUS BIOSCIENCES, INC. | ||||||
| Date: June 29, 2015 | /s/ Dennis M. Lanfear | |||||
| Dennis M. Lanfear | ||||||
| President and Chief Executive Officer | ||||||
| (Principal Executive Officer) | ||||||
| Date: June 29, 2015 | /s/ Jean-Frédéric Viret | |||||
| Jean-Frédéric Viret, Ph.D. | ||||||
| Chief Financial Officer | ||||||
| (Principal Financial and Accounting Officer) | ||||||
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INDEX TO EXHIBITS
Incorporated by Reference | ||||||||||
Exhibit Number | Description | Form | Date Filed | Exhibit | Filed Herewith | |||||
| 3.1 | Amended and Restated Certificate of Incorporation. | 8-K | 11/12/2014 | 3.1 | ||||||
| 3.2 | Amended and Restated Bylaws. | 8-K | 11/12/2014 | 3.2 | ||||||
| 10.1† | Amended and Restated License Agreement, effective April 10, 2015, by and among Baxter International Inc., Baxter Healthcare Corporation, and Baxter Healthcare SA and Coherus BioSciences, Inc. | 10-Q | 5/11/2015 | 10.1 | ||||||
| 10.2(a)† | Master Services Agreement, effective February 27, 2015, by and between Worldwide Clinical Trials, Inc. and Coherus BioSciences, Inc. | X | ||||||||
| 10.2(b)† | Work Order #1, effective March 31, 2015, by and between Worldwide Clinical Trials, Inc. and Coherus BioSciences, Inc. | X | ||||||||
| 31.1 | Certification of Principal Executive Officer Required under Securities Exchange Act Rule 13a-14(a) and 15d-14(a). | X | ||||||||
| 31.2 | Certification of Principal Financial Officer under Securities Exchange Act Rule 13a-14(a) and 15d-14(a). | X | ||||||||
| 32.1 | Certifications of Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. 1350 and Securities Exchange Act Rule 13a-14(b). | X | ||||||||
| 101 | The following materials from Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2015, formatted in eXtensible Business Reporting Language (XBRL) includes: (i) Condensed Balance Sheets at March 31, 2015 (unaudited) and December 31, 2014, (ii) Condensed Consolidated Statements of Operations (unaudited) for the three months ended March 31, 2015 and 2014, (iii) Condensed Consolidated Statements of Comprehensive Loss (unaudited) for the three months ended March 31, 2015 and 2014, (iv) Condensed Statements of Cash Flows (unaudited) for the three months ended March 31, 2015 and 2014, and (v) Notes to the Condensed Financial Statements. | 10-Q | 5/11/2015 | 101 | ||||||
| † | Portions of this exhibit (indicated by asterisks) have been omitted pursuant to a request for confidential treatment and this exhibit has been filed separately with the SEC. |
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