As filed with the Securities and Exchange Commission on March 14, 2017
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORMS-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Coherus BioSciences, Inc.
(Exact name of registrant as specified in its charter)
Delaware | 2836 | 27-3615821 | ||
(State or other jurisdiction of incorporation or organization) | (Primary Standard Industrial Classification Code Number) | (I.R.S. Employer Identification Number) |
333 Twin Dolphin Drive, Suite 600
Redwood City, CA 94065
(650)649-3530
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Coherus BioSciences, Inc. 2014 Equity Incentive Award Plan
Coherus BioSciences, Inc. 2014 Employee Stock Purchase Plan
(Full Title of the Plan)
Dennis M. Lanfear
President and Chief Executive Officer
Coherus BioSciences, Inc.
333 Twin Dolphin Drive, Suite 600
Redwood City, CA 94065
(650)649-3530
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Alan C. Mendelson, Esq.
Latham & Watkins LLP
140 Scott Drive
Menlo Park, California 94025-1008
Telephone:(650) 328-4600
Facsimile:(650) 463-2600
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, anon-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule12b-2 of the Exchange Act.
Large accelerated filer | ☐ | Accelerated filer | ☒ | |||
Non-accelerated filer | ☐ (Do not check if a smaller reporting company) | Smaller reporting company | ☐ |
CALCULATION OF REGISTRATION FEE
| ||||||||
Title of Securities to be Registered | Amount to be Registered(1) | Proposed Maximum Offering Price Per Share | Proposed Maximum Offering Price | Amount of Registration Fee | ||||
Common Stock, par value $0.0001 per share | 1,832,326 (2) | $23.90 (3) | $43,792,591.40 | $5,075.56 | ||||
Common Stock, par value $0.0001 per share | 458,081 (4) | $23.90 (5) | $10,948,135.90 | $1,268.89 | ||||
Total | 2,290,407 | $54,740,727.30 | $6,344.45 | |||||
| ||||||||
|
(1) | Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this registration statement shall also cover any additional shares of the Registrant’s common stock that become issuable under the Coherus BioSciences, Inc. 2014 Equity Incentive Award Plan (the “2014 Plan”) and the Coherus BioSciences, Inc. 2014 Employee Stock Purchase Plan (the “ESPP”) by reason of any stock dividend, stock split, recapitalization or similar transaction effected without the Registrant’s receipt of consideration which would increase the number of outstanding shares of common stock. |
(2) | Represents the additional shares of common stock available for future issuance under the Registrant’s 2014 Plan resulting from an annual increase as of January 1, 2017. |
(3) | This estimate is made pursuant to Rule 457(c) and Rule 457(h) of the Securities Act solely for purposes of calculating the registration fee. The Proposed Maximum Offering Price Per Share for shares available for future grant under the 2014 Plan is the average of the high and low prices for the registrant’s common stock as reported on The NASDAQ Global Market on March 10, 2017, which is $23.90. |
(4) | Represents the additional shares of common stock available for future issuance under the Registrant’s ESPP resulting from an annual increase as of January 1, 2017. |
(5) | This estimate is made pursuant to Rule 457(c) and Rule 457(h) of the Securities Act solely for purposes of calculating the registration fee. The Proposed Maximum Offering Price Per Share for shares available for future grant under the ESPP is the average of the high and low prices for the registrant’s common stock as reported on The NASDAQ Global Market on March 10, 2017, which is $23.90. |
Proposed sale to take place as soon after the effective date of the
registration statement as awards under the plans are exercised and/or vest.
EXPLANATORY NOTE
This Registration Statement on FormS-8 is being filed for the purpose of registering an additional 2,290,407 shares of the Registrant’s common stock issuable under the following employee benefit plans for which Registration Statements of the Registrant on FormS-8 (File Nos.333-200593,333-203356 and333-209936) are effective: (i) the 2014 Equity Incentive Award Plan, as a result of the operation of an automatic annual increase provision therein, which added 1,832,326 shares of common stock, and (ii) the 2014 Employee Stock Purchase Plan, as a result of the operation of an automatic annual increase provision therein, which added 458,081 shares of common stock.
INCORPORATION BY REFERENCE OF CONTENTS OF REGISTRATION STATEMENT ON FORMS-8
Pursuant to Instruction E of FormS-8, the contents of the Registration Statements on FormS-8 filed with the Securities and Exchange Commission on November 25, 2014 (FileNo. 333-200593), April 10, 2015 (FileNo. 333-203356) and March 4, 2016 (FileNo. 333-209936) are incorporated by reference herein.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on FormS-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Redwood City, California, on March 14, 2017.
COHERUS BIOSCIENCES, INC. | ||
By: | /s/ Dennis M. Lanfear | |
Dennis M. Lanfear | ||
President and Chief Executive Officer |
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below does hereby constitute and appoint Dennis M. Lanfear and Jean-Frédéric Viret, Ph.D., and each of them, with full power of substitution and full power to act without the other, his or her true and lawfulattorney-in-fact and agent to act for him or her in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, and to file this registration statement, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto saidattorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in order to effectuate the same as fully, to all intents and purposes, as they or he or she might or could do in person, hereby ratifying and confirming all that saidattorneys-in-fact and agents, or any of them, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the date indicated.
Signature | Title | Date | ||
/s/ Dennis M. Lanfear Dennis M. Lanfear | Chairman, President and Chief Executive Officer(Principal Executive Officer) | March 14, 2017 | ||
/s/ Jean-Frédéric Viret, Ph.D. Jean-Frédéric Viret, Ph.D. | Chief Financial Officer(Principal Financial and Accounting Officer) | March 14, 2017 | ||
/s/ James I. Healy, M.D., Ph.D. James I. Healy, M.D., Ph.D. | Director | March 14, 2017 | ||
/s/ V. Bryan Lawlis, Ph.D. V. Bryan Lawlis, Ph.D. | Director | March 14, 2017 | ||
/s/ Christos Richards Christos Richards | Director | March 14, 2017 | ||
/s/ Ali J. Satvat Ali J. Satvat | Director | March 14, 2017 | ||
/s/ August J. Troendle, M.D. August J. Troendle, M.D. | Director | March 14, 2017 | ||
/s/ Mats Wahlström Mats Wahlström | Director | March 14, 2017 | ||
/s/ Mary T. Szela Mary T. Szela | Director | March 14, 2017 |
EXHIBIT INDEX
Incorporated by Reference | ||||||||||
Exhibit Number | Description | Form | Exhibit | Date Filed | Filed Herewith | |||||
4.1 | Amended and Restated Certificate of Incorporation of Coherus BioSciences, Inc. | 8-K | 3.1 | 11/12/2014 | ||||||
4.2 | Amended and Restated Bylaws of Coherus BioSciences, Inc. | 8-K | 3.2 | 11/12/2014 | ||||||
4.3 | Specimen Common Stock Certificate. | S-1/A | 4.2 | 10/24/2014 | ||||||
4.4 | Third Amended and Restated Investor Rights Agreement, dated as of May 9, 2014 by and among Coherus BioSciences, Inc. and certain investors named therein. | S-1 | 4.3 | 9/25/2014 | ||||||
4.5 | Registration Rights Agreement, dated as of September 10, 2015, by and between Baxalta GmbH and Coherus BioSciences, Inc. | 8-K | 4.1 | 9/14/2015 | ||||||
5.1 | Opinion of Latham & Watkins LLP. | X | ||||||||
23.1 | Consent of Latham & Watkins LLP (included in Exhibit 5.1). | X | ||||||||
23.2 | Consent of Independent Registered Accounting Firm. | X | ||||||||
24.1 | Power of Attorney (included in the signature page to this registration statement). | X | ||||||||
99.1(a) | Coherus BioSciences, Inc. 2014 Equity Incentive Award Plan. | S-1/A | 10.11 | 10/24/2014 | ||||||
99.1(b) | Form of Stock Option Grant Notice and Stock Option Agreement under the 2014 Equity Incentive Award Plan. | S-1/A | 10.11(b) | 11/4/2014 | ||||||
99.1(c) | Form of Restricted Stock Award Grant Notice and Restricted Stock Award Agreement under the 2014 Equity Incentive Award Plan. | S-1/A | 10.11(c) | 11/4/2014 | ||||||
99.1(d) | Form of Restricted Stock Unit Award Grant Notice and Restricted Stock Unit Award Agreement under the 2014 Equity Incentive Award Plan. | S-1/A | 10.11(d) | 11/4/2014 | ||||||
99.2 | Coherus BioSciences, Inc. 2014 Employee Stock Purchase Plan. | S-1/A | 10.12 | 10/24/2014 |