As filed with the Securities and Exchange Commission on January 24, 2020
RegistrationNo. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-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. 2016 Employment Commencement Incentive 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.
Benjamin A. Potter, 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, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule12b-2 of the Exchange Act.
Large accelerated filer | ☒ | Accelerated filer | ☐ | |||
Non-accelerated filer | ☐ | Smaller reporting company | ☐ | |||
Emerging growth company | ☐ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
CALCULATION OF REGISTRATION FEE
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Title of securities to be registered | Amount to be registered(1) | Proposed maximum offering price per share | Proposed maximum aggregate offering price | Amount of registration fee | ||||
Common stock, par value $0.0001 per share | 1,000,000(2) | $19.41(3) | $19,410,000.00 | $2,519.42 | ||||
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(1) | Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this registration statement (this “Registration Statement”) shall also cover any additional shares of common stock, par value $0.0001 per share, of Coherus BioSciences, Inc. (“Common Stock”) which become issuable under the Coherus BioSciences, Inc. 2016 Employment Commencement Incentive Plan (the “Inducement Plan”) by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without the receipt of consideration which results in an increase in the number of shares of the Registrant’s outstanding Common Stock. |
(2) | Represents the additional shares of common stock available for future issuance under the Registrant’s Inducement Plan resulting from an amendment adopted by the Registrant’s Board of Directors as of January 24, 2020. |
(3) | The proposed maximum offering price per share has been estimated in accordance with Rules 457(c) and (h) under the Securities Act solely for the purpose of calculating the registration fee. The computation is based upon the average of the high and low prices of the Registrant’s Common Stock as reported on the Nasdaq Stock Market on January 21, 2020. |
Proposed sales to take place as soon after the effective date of the Registration Statement
as awards under the above-named plan are granted, exercised and/or vest.
REGISTRATION OF ADDITIONAL SECURITIES
Coherus BioSciences, Inc. (the “Company”) filed with the Securities and Exchange Commission a Registration Statement on FormS-8 (FileNo. 333-213077) onAugust 11, 2016 relating to shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), to be offered and sold under the Inducement Plan and the contents of the Registration Statements on FormS-8 filed with the securities and Exchange Commission onAugust 11, 2016 (FileNo. 333-213077),June 14, 2018 (FileNo. 333-225616),November 8, 2018 (FileNo. 333-228274),February 1, 2019 (FileNo. 333-229479),May 9, 2019 (FileNo. 333-231329) andNovember 8, 2019 (FileNo. 333-234601) are incorporated by reference in this Registration Statement. The Company is hereby registering an additional 1,000,000 shares of Common Stock issuable under the Inducement Plan, none of which have been issued as of the date of this Registration Statement.
Item 8.Exhibits.
Reference is made under this Item 8 to the exhibit index included in this Registration Statement.
INDEX TO EXHIBITS
# | Indicates management contract or compensatory plan. |
Pursuant to the requirements of the Securities Act, 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 January 24, 2020.
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 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, 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) | January 24, 2020 | ||
/s/Jean-Frédéric Viret, Ph.D. Jean-Frédéric Viret, Ph.D. | Chief Financial Officer(Principal Financial and Accounting Officer) | January 24, 2020 | ||
/s/ James I. Healy, M.D., Ph.D. James I. Healy, M.D., Ph.D. | Director | January 24, 2020 | ||
/s/ V. Bryan Lawlis, Ph.D. V. Bryan Lawlis, Ph.D. | Director | January 24, 2020 | ||
/s/ Samuel R. Nussbaum, M.D. Samuel R. Nussbaum, M.D. | Director | January 24, 2020 | ||
/s/ Christos Richards Christos Richards | Director | January 24, 2020 | ||
/s/ Ali J. Satvat Ali J. Satvat | Director | January 24, 2020 |
/s/ Mary T. Szela Mary T. Szela | Director | January 24, 2020 | ||
/s/ Mats Wahlström Mats Wahlström | Director | January 24, 2020 |