UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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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
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Explanatory Note
This Current Report on Form 8-K/A amends Item 9.01 of the Original Form 8-K to include the unaudited condensed consolidated financial information described in Item 9.01 below.
| Item 9.01. | Financial Statements and Exhibits. |
| (a) | Financial Statements of Businesses or Funds Acquired. |
The unaudited condensed consolidated financial statements of Surface as of and for the six months ended June 30, 2023 and 2022 and the related notes to the consolidated financial statements are filed as Exhibit 99.1 to this Current Report on Form 8-K/A and incorporated herein by reference.
| (d) | Exhibits. |
| Exhibit Number |
Description | |
| 99.1 | Unaudited condensed consolidated financial statements of Surface Oncology, Inc., as of June 30, 2023 and for the six-months ended June 30, 2023 and 2022 (incorporated by reference to Item 1. “Financial Statements” in Surface Oncology, Inc.’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2023, filed with the SEC on August 2, 2023). | |
| 104 | Cover Page Interactive Data File (formatted as 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: November 13, 2023 | COHERUS BIOSCIENCES, INC. | |||||
| By: | /s/ McDavid Stilwell | |||||
| Name: | McDavid Stilwell | |||||
| Title: | Chief Financial Officer | |||||
Document and Entity Information |
Sep. 08, 2023 |
|---|---|
| Cover [Abstract] | |
| Amendment Flag | true |
| Entity Central Index Key | 0001512762 |
| Document Type | 8-K/A |
| Document Period End Date | Sep. 08, 2023 |
| Entity Registrant Name | COHERUS BIOSCIENCES, INC. |
| Entity Incorporation State Country Code | DE |
| Entity File Number | 001-36721 |
| Entity Tax Identification Number | 27-3615821 |
| Entity Address, Address Line One | 333 Twin Dolphin Drive |
| Entity Address, Address Line Two | Suite 600 |
| Entity Address, City or Town | Redwood City |
| Entity Address, State or Province | CA |
| Entity Address, Postal Zip Code | 94065 |
| City Area Code | (650) |
| Local Phone Number | 649-3530 |
| Written Communications | false |
| Soliciting Material | false |
| Pre Commencement Tender Offer | false |
| Pre Commencement Issuer Tender Offer | false |
| Security 12b Title | Common Stock, $0.0001 par value per share |
| Trading Symbol | CHRS |
| Security Exchange Name | NASDAQ |
| Entity Emerging Growth Company | false |
| Amendment Description | On September 8, 2023, Coherus BioSciences, Inc. (the “Company”) filed a Current Report on Form 8-K (as amended on November 6, 2023, the “Original Form 8-K”) reporting that on September 8, 2023, pursuant to an Agreement and Plan of Merger (the “Merger Agreement”) dated June 15, 2023 by and among the Company, Crimson Merger Sub I, Inc., a Delaware corporation and wholly owned subsidiary of the Company (“Merger Sub I”), Crimson Merger Sub II, LLC, a Delaware limited liability company and wholly owned subsidiary of the Company (“Merger Sub II”), and Surface Oncology, Inc., a Delaware corporation (“Surface”), Merger Sub I merged with and into Surface (the “First Merger”), with Surface surviving such First Merger as a wholly owned subsidiary of the Company, and, as part of the same overall transaction, promptly after the First Merger, the surviving entity of the First Merger merged with and into Merger Sub II (the “Second Merger” and together with the First Merger, the “Mergers”), with Merger Sub II surviving the Second Merger. |