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New words:
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Removed:
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Financial report summary
?Competition
Bristol-Myers Squibb • AMGEN • Celgene • Astrazeneca • Agenus • Infinity Pharmaceuticals • Compugen • TRACON Pharmaceuticals • Chinook Therapeutics • AbbvieRisks
- Because the Exchange Ratio depends on Surface Net Cash at the Closing and will not be adjusted in the event of any change in the price of either Coherus BioSciences, Inc. (“Coherus”) common stock or Surface common stock, and because of the uncertainty of the value of, and the ultimate realization on, the CVRs, the value of the Merger Consideration that Surface stockholders will receive in the Mergers is uncertain.
- The market price of Coherus common stock will continue to fluctuate after the Mergers.
- The Mergers may not be completed and the Merger Agreement may be terminated in accordance with its terms.
- The termination of the Merger Agreement could negatively impact Coherus or Surface and the trading prices of Coherus common stock or Surface common stock.
- The market price for shares of Coherus common stock may be affected by factors different from, or in addition to, those that historically have affected or currently affect the market prices of shares of Coherus common stock or Surface common stock.
- The shares of common stock of the combined company to be received by Surface stockholders as a result of the Mergers will have rights different from the shares of Surface common stock.
- After the Mergers, Surface stockholders will have a significantly lower ownership and voting interest in Coherus than they currently have in Surface and will exercise less influence over management and policies of the combined company.
- Until the completion of the Mergers or the termination of the Merger Agreement in accordance with its terms, Coherus and Surface are each prohibited from entering into certain transactions and taking certain actions that might otherwise be beneficial to Coherus, Surface and/or their respective stockholders.
- Obtaining required approvals and satisfying Closing conditions may prevent or delay completion of the Mergers.
- The Mergers, and uncertainty regarding the Mergers, may cause customers, suppliers, distributors or strategic partners to delay or defer decisions concerning Coherus or Surface and adversely affect each company’s ability to effectively manage its respective business.
- The Merger Agreement contains provisions that could discourage a potential competing acquirer that might be willing to pay more to acquire or merge with Surface.
- Failure to attract, motivate and retain executives and other key employees could diminish the anticipated benefits of the Mergers.
- Surface directors and executive officers have interests and arrangements that may be different from, or in addition to, those of Surface stockholders generally.
- The opinion rendered to Surface from its financial advisor will not reflect changes in circumstances between the date of such opinion and the completion of the Mergers.
- Whether or not the Mergers are completed, the announcement and pendency of the Mergers could cause disruptions in the businesses of Coherus and Surface, which could have an adverse effect on each company’s respective businesses and financial results.
- Coherus or Surface may waive one or more of the closing conditions without re-soliciting Surface stockholder approval.
- The Mergers will involve substantial costs.
- Due to the Mergers, the ability of Coherus to use Surface’s net operating losses to offset future taxable income may be restricted and these net operating losses could expire or otherwise be unavailable.
- If the Mergers do not qualify as a reorganization under the Code, the holders of Surface common stock may be taxed on the full amount of the Merger Consideration.
- If Surface does not successfully consummate the Mergers or another strategic transaction, the Surface board of directors may decide to pursue a dissolution and liquidation of Surface. In such an event, the amount of cash available for distribution to Surface’s stockholders will depend heavily on the timing of such liquidation as well as the amount of cash that will need to be reserved for commitments and contingent liabilities, as to which Surface can give you no assurance.
- Surface’s management has expressed substantial doubt about its ability to continue as a going concern.
- Surface is substantially dependent on Surface’s remaining employees to facilitate the consummation of the Mergers.
- Our management and auditors have expressed substantial doubt about our ability to continue as a going concern.
Management Discussion
- We did not recognize license-related revenue during the three months ended June 30, 2023 or June 30, 2022.
- Research and development expenses were $13.8 million for the three months ended June 30, 2023, compared to $18.2 million for the three months ended June 30, 2022. The decrease of $4.4 million was primarily due to decreases of $1.0 million in external costs for our SRF388 program, $0.3 million in external costs for our SRF114 program, $2.6 million in external costs for our SRF617 program, and $0.7 million for research and discovery and unallocated costs, which were offset by an increase of $0.1 million in external costs for other early stage programs.
- The decrease in research and development expenses for our SRF388 program was primarily due to a reduction in manufacturing costs.