Item 1.01 Entry into a Material Definitive Agreement.
Collaboration Agreement
On February 1, 2021, Coherus BioSciences, Inc. (the “Company”) announced that the Company has entered into an Exclusive License and Commercialization Agreement (the “Collaboration Agreement”) with Shanghai Junshi Biosciences, Co., Ltd (“Junshi Biosciences”, HKEX: 1877; SSE: 688180) for the co-development and commercialization of toripalimab, Junshi Biosciences’ anti-PD-1 antibody in the United States and Canada. Under the Collaboration Agreement, the Company has also been granted two options and two rights of first negotiation with respect to additional programs (the “Collaboration”).
Stock Purchase Agreement
In connection with the Collaboration, the Company has entered into a stock purchase agreement (the “Stock Purchase Agreement”) with Junshi Biosciences agreeing, subject to customary conditions, to acquire certain equity interests in the Company (the “Transaction”). Pursuant to the Stock Purchase Agreement, the Company has agreed to issue 2,491,988 unregistered shares of the Company’s common stock, $0.0001 par value (“Common Stock”), at a price per share of $20.0643, for an aggregate value of approximately $50 million, to Junshi Biosciences as a portion of the consideration for the Collaboration. A copy of the press release announcing the Stock Purchase Agreement is attached hereto as Exhibit 99.2 and incorporated herein by reference.
The above descriptions of the Collaboration Agreement and Stock Purchase Agreement are only a summary of the material terms of the Collaboration and Transaction, do not purport to be a complete description of the rights and obligations of the parties thereunder and are qualified in its entirety by reference to each of the Collaboration Agreement and Stock Purchase Agreement, each of which will be filed as an exhibit to the Company’s Annual Report on Form 10-K for the year ended December 31, 2020.
Item 3.02 Unregistered Sales of Equity Securities.
The disclosure set forth in Item 1.01 above is incorporated by reference into this Item 3.02. The Company intends to issue the Common Stock in reliance upon the exemptions from registration afforded by Section 4(a)(2) and Rule 506 promulgated under the Securities Act of 1933, as amended. The issuance and sale is not being conducted in connection with a public offering, and no public solicitation or advertisement will be made or relied upon in connection with the issuance of the shares.
Item 7.01 Regulation FD Disclosure.
The information contained under Item 1.01 in this Report is incorporated here by reference. The information in this Item 7.01 shall not be deemed “filed” for purposes of Section 18 of the Security Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.
Item 8.01 Other Events.
On February 1, 2021, the Company issued a press release announcing the Collaboration and its intention to discontinue the development of CHS-2020 (Eylea® biosimilar candidate) and direct capital and development resources to the toripalimab monotherapy and combinations program. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.
