Filed by Surface Oncology, Inc.
This communication is filed pursuant to Rule 425 under the United States Securities Act of 1933
and deemed filed pursuant to Rule 14a-12
of the Securities Exchange Act of 1934
Subject Company: Surface Oncology, Inc.
Commission File No.: 001-38459
Date: 07/12/2023
This filing relates to the proposed merger of Surface Oncology, Inc., a Delaware corporation (“Surface”), with Crimson Merger Sub I, Inc., a Delaware corporation (“Merger Sub I”), and a direct wholly-owned subsidiary of Coherus Biosciences, Inc., a Delaware corporation (“Coherus”), pursuant to the terms of that certain Agreement and Plan of Merger, dated as of June 15, 2023, by and among Surface, Coherus, Merger Sub I, and Crimson Merger Sub II, LLC, a Delaware limited liability company and a direct wholly owned subsidiary of Coherus (the “Merger Agreement”).
Dear NAME,
Recently we announced exciting news that Surface Oncology has entered into an agreement to be acquired by Coherus Biosciences, Inc. (Nasdaq: CHRS).
By way of background, Coherus is a California-based, commercial-stage biopharmaceutical company focused on the research, development, and commercialization of innovative immunotherapies to treat cancer. Coherus’ strategy is to expand its immuno-oncology franchise leveraging their next generation PD-1 inhibitor, toripalimab, with novel immuno-oncology combination treatments and fund the development with its diverse portfolio of FDA-approved therapeutics.
The Surface pipeline significantly advances Coherus’ immuno-oncology pipeline, and the transaction will enable SRF388 and SRF114 to continue in the clinic supported by an organization which has the resources, development expertise and passion needed to bring them to key decision points.
The transaction is expected to close in the third quarter of 2023, subject to the satisfaction of certain customary closing conditions. Until then, Surface and Coherus will remain independent companies. . As the transaction closes, we plan to have a joint investigator call to ensure a seamless transition. For now, we thank you for your partnership, and we look forward to your continued support.
We appreciate your role as a valued member of the SRF388 team. Prior to closing, we are working to streamline our SRF388 program operations to ensure a seamless transition of the clinical trials to Coherus while continuing study conduct and ongoing patient treatment. Here is an overview of the studies in progress:
| • | | SRF388-101: A Phase 1/1b Study of SRF388 in Patients with Advanced Solid Tumors |
| • | | Monotherapy NSCLC Cohort – enrollment complete, ongoing patient treatment |
| • | | SRF388 + pembro Combination NSCLC Cohort – closed to enrollment, ongoing patient treatment |
| • | | SRF388-201: A Randomized Phase 2 Trial of Atezolizumab and Bevacizumab in Combination With SRF388 or Placebo in Patients With Untreated Locally Advanced or Metastatic Hepatocellular Carcinoma |
| • | | Open Label Lead-In (30 pts) – enrollment complete, ongoing patient treatment with plans to submit an abstract to 2024 ASCO GI |
| • | | Randomized Phase – Coherus will review Open Label Lead-In data and determine the next steps for HCC development |
Please feel free to contact me directly if you have any immediate questions.
Thank you,
NAME
TITLE