Coherus BioSciences Enters Material Definitive Agreement

TL;DR

Coherus BioSciences just signed a big deal, details TBD.

AI Summary

On December 2, 2024, Coherus BioSciences, Inc. entered into a material definitive agreement. The filing does not disclose specific details of the agreement or any associated dollar amounts at this time.

Why It Matters

This filing indicates a significant new development for Coherus BioSciences, potentially impacting its business operations and future strategy.

Risk Assessment

Risk Level: medium — The lack of specific details in the filing regarding the material definitive agreement introduces uncertainty about its terms and potential impact.

Key Players & Entities

• Coherus BioSciences, Inc. (company) — Registrant
• December 2, 2024 (date) — Date of earliest event reported
• Delaware (jurisdiction) — State of incorporation
• 001-36721 (identifier) — Commission File Number
• 27-3615821 (identifier) — IRS Employer Identification Number
• 333 Twin Dolphin Drive, Suite 600 Redwood City, CA (address) — Business Address

FAQ

Key Financial Figures

• $0.0001 — e on which registered Common Stock, $0.0001 par value per share CHRS The Nasdaq
• $483.4 million — ctively, the " Business ") to Intas for $483.4 million in cash, inclusive of $118.4 million of
• $118.4 million — or $483.4 million in cash, inclusive of $118.4 million of UDENYCA product inventory (the " Inv
• $37.5 million — e to receive two additional payments of $37.5 million each. The first such payment is payable
• $300 m — ransaction are equal to or greater than $300 million, and the second such payment is p
• $350 million — ransaction are equal to or greater than $350 million. The stockholders of the Company will
• $16.8 million — y the Company to Intas in the amount of $16.8 million. Upon termination by the Company in cer
• $1.0 million — uired to pay Intas a termination fee of $1.0 million. In addition to the foregoing terminati

Filing Documents

• tm2429853d1_8k.htm (8-K) — 54KB
• tm2429853d1_ex2-1.htm (EX-2.1) — 549KB
• tm2429853d1_ex99-1.htm (EX-99.1) — 36KB
• tm2429853d1_ex99-1img001.jpg (GRAPHIC) — 12KB
• 0001104659-24-124881.txt ( ) — 961KB
• chrs-20241202.xsd (EX-101.SCH) — 3KB
• chrs-20241202_lab.xml (EX-101.LAB) — 33KB
• chrs-20241202_pre.xml (EX-101.PRE) — 22KB
• tm2429853d1_8k_htm.xml (XML) — 4KB

01

Item 1.01 Entry into a Material Definitive Agreement On December 2, 2024, Coherus BioSciences, Inc., a Delaware corporation (the " Company "), entered into an Asset Purchase Agreement (the " Purchase Agreement ") by and between the Company and Intas Pharmaceuticals Ltd., a limited company incorporated in India (" Intas "). Capitalized terms used but not defined herein have those meanings set forth in the Purchase Agreement. Asset Purchase Agreement Pursuant to the terms and subject to the conditions set forth in the Purchase Agreement, the Company has agreed to divest its UDENYCA (pegfilgrastim-cbqv) franchise, including UDENYCA ONBODY, the Company's on-body injector presentation of UDENYCA (pegfilgrastim-cbqv) (collectively, the " Business ") to Intas for $483.4 million in cash, inclusive of $118.4 million of UDENYCA product inventory (the " Inventory Target "), subject to downward adjustment by the amount of inventory actually delivered at the Closing less than the Inventory Target (such divestment, the " Transaction "). In addition, the Company is also eligible to receive two additional payments of $37.5 million each. The first such payment is payable by Intas to the Company if Net Sales of UDENYCA for four consecutive fiscal quarters within the first five full fiscal quarters following the consummation of the Transaction are equal to or greater than $300 million, and the second such payment is payable by Intas to the Company if Net Sales of UDENYCA for four consecutive fiscal quarters within the first seven full fiscal quarters following the consummation of the Transaction are equal to or greater than $350 million. The stockholders of the Company will be asked to vote on the adoption of the Purchase Agreement and the approval of the consummation of the Transaction at a special stockholder meeting that will be held following the preparation and mailing by the Company of a proxy statement relating to such special meeting. The board of directors of the Com

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure On December 3, 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 on Form 8-K 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 Intas that involve risks and uncertainties relating to future events and the future performance the Company and the UDENYCA business. Forward-looking statements relate to expectations, beliefs, projections, future plans and strategies, anticipated events or trends and similar expressions concerning matters that are not historical facts. Words such as "will," "could," "would," "should," "expect," "plan," "anticipate," "intend," "believe," "estimate," "predict," "project," "potential," "continue," "future," "opportunity," "likely," "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. You can also identify forward-looking statements by discussions of strategy, plans or intentions. Examples of such forward-looking statements include, but are not limited to, express or implied statements regarding: the Purchase Agreement and related matters, including, but not limited to, satisfaction of closing conditions to consummate the proposed transaction including obtaining required stockholder and regulatory approvals, prospective performance and opportunities with respect to the Company or the Business, achievement of earn-out milestones, post-closing operations and the outlook for the Company or the Business; the Company's targets, plans, objectives or goals for future operations, including those related to the Business, product candidates, research and development, and product candidate approvals; projections of or targets for revenues, costs and other financial measures; future economic performance; statements about the potential use

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits (d) Exhibits . Exhibit Number Description 2.1 Asset Purchase Agreement, by and between Coherus BioSciences, Inc. and Intas Pharmaceuticals Ltd., dated December 2, 2024.* 99.1 Press Release of Coherus BioSciences, Inc., dated December 3, 2024 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) * Certain exhibits and schedules have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The Company hereby undertakes to furnish supplemental copies of any of the omitted exhibits and schedules upon request by the SEC; provided , however , that the Company may request confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended, for any exhibits or schedules so furnished.

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: December 3, 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