Coherus BioSciences Reports Material Definitive Agreement

TL;DR

**CHRS just signed a big deal, but details are under wraps for now.**

AI Summary

Coherus BioSciences, Inc. filed an 8-K on January 22, 2024, to report an "Entry into a Material Definitive Agreement" that occurred on January 19, 2024. While the filing indicates a significant agreement, it does not disclose the specific details or parties involved in the agreement. This matters to investors because material definitive agreements can significantly impact a company's financial health, strategic direction, and future prospects, but without details, the impact on CHRS stock is currently unknown.

Why It Matters

This filing signals a potentially significant business development for Coherus BioSciences, Inc., which could affect its future revenue, expenses, or strategic partnerships.

Risk Assessment

Risk Level: medium — The risk is medium because a material definitive agreement has been entered into, but the lack of specific details creates uncertainty about its potential positive or negative impact on the company.

Analyst Insight

A smart investor would monitor Coherus BioSciences, Inc. (CHRS) for subsequent filings or press releases that disclose the specifics of this material definitive agreement, as its terms will dictate the actual impact on the company's valuation.

Key Players & Entities

• Coherus BioSciences, Inc. (company) — the registrant filing the 8-K
• January 19, 2024 (date) — date of the earliest event reported (entry into material definitive agreement)
• January 22, 2024 (date) — date the 8-K was filed

FAQ

Key Financial Figures

• $0.0001 — ange on which registered Common Stock, $0.0001 par value per share CHRS The Nasdaq
• $170,000,000 — tively, the " Business ") to Sandoz for $170,000,000 in cash plus an amount for CIMERLI prod

Filing Documents

• d632519d8k.htm (8-K) — 33KB
• d632519dex21.htm (EX-2.1) — 456KB
• d632519dex991.htm (EX-99.1) — 12KB
• g632519g13x72.jpg (GRAPHIC) — 7KB
• 0001193125-24-011700.txt ( ) — 746KB
• chrs-20240119.xsd (EX-101.SCH) — 3KB
• chrs-20240119_lab.xml (EX-101.LAB) — 18KB
• chrs-20240119_pre.xml (EX-101.PRE) — 11KB
• d632519d8k_htm.xml (XML) — 3KB

01

Item 1.01 Entry into a Material Definitive Agreement On January 19, 2024, Coherus BioSciences, Inc., a Delaware corporation (the " Company "), entered into a Purchase and Sale Agreement (the " Purchase Agreement ") by and between the Company and Sandoz Inc., a Delaware corporation (" Sandoz "). Purchase and Sale Agreement Pursuant to the terms and subject to the conditions set forth in the Purchase Agreement, the Company has agreed to divest its CIMERLI (ranibizumab-eqrn) ophthalmology franchise, inclusive of CIMERLI and its supporting commercial infrastructure (collectively, the " Business ") to Sandoz for $170,000,000 in cash plus an amount for CIMERLI product inventory and subject to certain adjustments (such divestment, the " Transaction "). The Purchase Agreement provides that completion of the Transaction is subject to the satisfaction or waiver of customary closing conditions, including the expiration or termination of the applicable waiting period (and any extension thereof) under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended. The Purchase Agreement also includes customary termination provisions for both the Company and Sandoz if the closing has not occurred on or prior to April 19, 2024, subject to a single thirty-day extension to obtain the satisfaction of such mutual condition to closing if all other conditions to closing have been satisfied. The Purchase Agreement also provides for indemnification rights related to breaches of each party's representations, warranties, covenants and certain other matters. The indemnification obligations of each party are subject to the limitations set forth in the Purchase Agreement. The Purchase Agreement contains customary representations, warranties and covenants related to the Business and the Transaction that are subject, in some cases, to specified exceptions and qualifications contained in the Purchase Agreement. The covenants include, among other things, (a) customary operating

01

Item 7.01 Regulation FD Disclosure On January 22, 2024, the Company announced that it had entered into the Purchase Agreement. A copy of the press release is attached to this Current Report as Exhibit 99.1 and incorporated herein by reference. The information in Item 7.01 of this Current Report (including Exhibit 99.1) is being furnished pursuant to Item 7.01 and shall not be deemed to be "filed" for purposes of Section 18 of 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 in any filing under the Securities Act of 1933, as amended (the " Securities Act ").

Forward-Looking Statements

Forward-Looking Statements The statements in this Current Report include express or implied forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act about the proposed transaction between the Company and Sandoz. Actual events or results may differ materially from these forward-looking statements. Words such as "will," "could," "would," "should," "expect," "plan," "anticipate," "intend," "believe," "estimate," "predict," "project," "potential," "continue," "future," "opportunity," "will likely result," "target," variations of such words, and similar expressions or negatives of these words are intended to identify such forward-looking statements, although not all forward-looking statements contain these identifying words. By their very nature, forward-looking statements involve inherent risks and uncertainties, both general and specific. A number of important factors, including those described in this communication, could cause actual results to differ materially from those contemplated in any forward-looking statements. A more complete description of these and other material risks can be found in the Company's filings with the SEC, including each of their Annual Reports on Form 10-K for the year ended December 31, 2022, subsequent Quarterly Reports on Form 10-Q and other documents that may be filed from time to time with the SEC. Any forward-looking statements speak only as of the date of this communication and are made based on the current beliefs and judgments of the Company's management, and the reader is cautioned not to rely on any forward-looking statements made by Sandoz or the Company. Unless required by law, neither Sandoz nor the Company is under any duty and undertakes no obligation to update or revise any forward-looking statement after the distribution of this document, including without limitation any financial projection or guidance, whether as a result of new information, future events or

Financial Statements and Exhibits

Financial Statements and Exhibits (d) Exhibits . Exhibit Number Description 2.1 Purchase and Sale Agreement, by and between Coherus BioSciences, Inc. and Sandoz Inc., dated January 19, 2024* 99.1 Press Release of Coherus BioSciences, Inc., dated January 22, 2024 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) * Certain portions of this document that constitute confidential information have been redacted in accordance with Regulation S-K, Item 601(b)(10).

SIGNATURES

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: January 22, 2024 COHERUS BIOSCIENCES, INC. By: /s/ Dennis M. Lanfear Name: Dennis M. Lanfear Title: Chief Executive Officer

View Full Filing

View this 8-K filing on SEC EDGAR