UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM8-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): February 7, 2017
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 Form8-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 Rule14a-12 under the Exchange Act (17 CFR240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule14d-2(b) under the Exchange Act (17 CFR240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule13e-4(c) under the Exchange Act (17 CFR240.13e-4(c)) |
| Item 1.01. | Entry into a Material Definitive Agreement. |
On February 7, 2017, 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 5,154,640 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 $24.25 per Share, and were purchased by the Underwriters from the Company at a price of $22.795 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 773,196 shares of Common Stock, solely to cover over-allotments.
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 FormS-3 (RegistrationNo. 333-208625).
The Offering closed on February 13, 2017. The Company received net proceeds from the Offering of approximately $117.1 million, after deducting the Underwriters’ discounts and commissions and estimated offering expenses payable by the Company.
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.
The full text of the press release announcing the proposed underwritten public offering on February 7, 2017 and the full text of the press release announcing the pricing of the underwritten public offering on February 8, 2017 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.
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: February 13, 2017 | | | | By: | | /s/ Jean-Frédéric Viret |
| | | | Name: | | Jean-Frédéric Viret |
| | | | Title: | | Chief Financial Officer |
EXHIBIT INDEX
| | |
Exhibit
No. | | Description |
| |
| 1.1 | | Underwriting Agreement, dated February 7, 2017, 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 February 7, 2017. |
| |
| 99.2 | | Press release issued by Coherus BioSciences, Inc. on February 8, 2017. |
