UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
|
| |||
(State or other jurisdiction |
| (Commission |
| (IRS Employer |
(Address of principal executive offices, including Zip Code)
Registrant’s telephone number, including area code: (
(Former name or former address, if changed since last report)
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)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
| Trading |
| Name of each exchange |
|
|
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.03.Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On May 29, 2025, Coherus BioSciences, Inc. (the “Company”) changed its corporate name from Coherus BioSciences, Inc. to Coherus Oncology, Inc. (the “Name Change”) by filing a Certificate of Amendment to the Company’s Amended and Restated Certificate of Incorporation (the “Certificate of Amendment”) with the Secretary of State of the State of Delaware. The Name Change will not affect the rights of the Company’s stockholders and did not require the approval of the Company’s stockholders.
The Company’s common stock will continue to trade on The Nasdaq Global Market under the symbol “CHRS”. The CUSIP number for the Company’s common stock will not change in connection with the Name Change.
In connection with the Name Change, the Company’s Board of Directors also approved an amendment and restatement of the Company’s Amended and Restated Bylaws solely to reflect the Name Change (as amended and restated, the “Second Amended and Restated Bylaws”), which also became effective as of May 29, 2025.
The foregoing descriptions of the Certificate of Amendment and the Second Amended and Restated Bylaws are qualified in their entirety by reference to the full text of the Certificate of Amendment and the Second Amended and Restated Bylaws, copies of which are filed as Exhibit 3.1 and Exhibit 3.2, respectively, and incorporated by reference herein.
Item 7.01.Regulation FD Disclosure.
On May 30, 2025, the Company issued a press release announcing the Name Change, a copy of which press release is furnished herewith as Exhibit 99.1 and is incorporated by reference herein.
The information included under Item 7.01 in this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, nor shall it be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. |
| Description |
3.1 | ||
3.2 | Second Amended and Restated Bylaws of Coherus Oncology, Inc., effective as of May 29, 2025. | |
99.1 | ||
104 | Cover page Interactive Data file (embedded within the Inline XBRL document) |
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.
Date: May 30, 2025 |
| COHERUS ONCOLOGY, INC. | |
By: | /s/ Dennis M. Lanfear | ||
Name: | Dennis M. Lanfear | ||
Title: | Chief Executive Officer | ||