As filed with the Securities and Exchange Commission on September 22, 2017
Registration
No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
S-3
REGISTRATION STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
Coherus BioSciences, Inc.
(Exact name of registrant as specified in its charter)
2836
(Primary Standard
Industrial Classification
Code Number)
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Delaware
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27-3615821
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification Number)
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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)
Dennis M. Lanfear
President and Chief Executive Officer
Coherus BioSciences, Inc.
333 Twin Dolphin Drive, Suite 600
Redwood City, CA 94065
(650)
649-3530
(Address, including zip code, and telephone number, including area code, of agent for service)
Copies to
:
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Alan C. Mendelson, Esq.
Benjamin A. Potter, Esq.
Latham & Watkins LLP
140 Scott Drive,
Menlo
Park, CA 94025
(650)
328-4600
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Jean-Frédéric
Viret, Ph.D.
Chief Financial Officer
333 Twin Dolphin Drive, Suite 600
Redwood City, CA 94065
(650)
649-3530
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
From time to time after the effective date of this registration statement.
If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following
box. ☐
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415
under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. ☒
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and
list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this
Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same
offering. ☐
If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that
shall become effective on filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ☐
If
this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the
following box. ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a
non-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 Rule
12b-2
of the Exchange Act. (Check one):
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Large accelerated filer
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☐
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Accelerated filer
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☒
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Non-accelerated
filer
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☐
(Do not check if a smaller reporting company)
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Smaller reporting company
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☐
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Emerging growth company
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☐
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period
for comply with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of Securities Act. ☐
CALCULATION
OF REGISTRATION FEE
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Title of each class of
securities to be registered
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Shares to be
registered(1)
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Amount of
registration fee(2)
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Common Stock $0.0001 par value per share
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6,556,116
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$9,802.12
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(1)
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Pursuant to Rule 416(a) of the Securities Act of 1933, as amended, this registration statement also covers such additional shares as may hereafter be offered or issued to prevent dilution resulting from stock splits,
stock dividends, recapitalizations or certain other capital adjustments.
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(2)
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The registration fee has been calculated in accordance with Rule 457(c) under the Securities Act of 1933, as amended, based on the average high and low prices reported for the registrant’s common stock on
September 20, 2017.
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The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its
effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the
registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.
The information in this prospectus is not complete and may be changed. These securities may
not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell nor does it seek an offer to buy these securities in any jurisdiction where the offer or
sale is not permitted.
Subject to Completion, dated
September 22, 2017.
PROSPECTUS
6,556,116 Shares
of
Common Stock
Offered by the Selling Stockholder
This prospectus relates to the proposed resale or other disposition of up to 6,556,116 shares of Coherus BioSciences, Inc. common stock,
$0.0001 par value per share, by the selling stockholder identified in this prospectus. We are not selling any shares of common stock under this prospectus and will not receive any of the proceeds from the sale or other disposition of common stock by
the selling stockholder.
The selling stockholder or their pledgees, assignees or
successors-in-interest
may offer and sell or otherwise dispose of the shares of common stock described in this prospectus from time to time through public or private transactions at prevailing market prices,
at prices related to prevailing market prices or at privately negotiated prices. The shares of common stock offered by this prospectus may be offered by the selling stockholder directly to purchasers or to or through underwriters, brokers or
dealers, or other agents. The selling stockholder will bear all commissions and discounts, if any, attributable to the sales of shares. We will bear all other costs, expenses and fees in connection with the registration of the shares. See “Plan
of Distribution” beginning on page 11 for more information about how the selling stockholder may sell or dispose of its shares of common stock. No securities may be sold without delivery of this prospectus describing the method and terms of the
offering of such securities.
INVESTING IN OUR SECURITIES INVOLVES RISKS. SEE THE “
RISK FACTORS
” ON PAGE 7 OF THIS PROSPECTUS
CONCERNING FACTORS YOU SHOULD CONSIDER BEFORE INVESTING IN OUR SECURITIES.
Our common stock is listed on The Nasdaq Global Market
under the symbol “CHRS.” On September 22, 2017, the last reported sale price of our common stock on The Nasdaq Global Market was $12.85 per share.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or
passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.
The date of
this prospectus is , 2017.
TABLE OF CONTENTS
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ABOUT THIS PROSPECTUS
This prospectus is part of a registration statement that we filed with the U.S. Securities and Exchange Commission, or the SEC, using a
“shelf” registration process. By using a shelf registration statement, the selling stockholder may sell up to 6,556,116 shares of common stock from time to time in one or more offerings as described in this prospectus. Before purchasing
any securities, you should carefully read this prospectus, together with the additional information described under the heading “Where You Can Find More Information; Incorporation by Reference.”
Neither we, nor the selling stockholder, have authorized any other person to provide you with any information or to make any representation
other than those contained or incorporated by reference in this prospectus. If anyone provides you with different or inconsistent information, you should not rely on it. The selling stockholder will not make an offer to sell these securities in any
jurisdiction where the offer or sale is not permitted. You should assume that the information appearing in this prospectus is accurate as of the date on its respective cover, and that any information incorporated by reference is accurate only as of
the date of the document incorporated by reference, unless we indicate otherwise. Our business, financial condition, results of operations and prospects may have changed since those dates. This prospectus incorporates by reference market data and
industry statistics and forecasts that are based on independent industry publications and other publicly available information. Although we believe these sources are reliable, we do not guarantee the accuracy or completeness of this information and
we have not independently verified this information. In addition, the market and industry data and forecasts that may be included or incorporated by reference in this prospectus may involve estimates and assumptions and these estimates involve risks
and uncertainties and are subject to change based on various factors, including those discussed under the heading “Risk Factors” contained in this prospectus, and under similar headings in other documents that are incorporated by reference
into this prospectus. Accordingly, investors should not place undue reliance on this information.
When we refer to “Coherus,”
“we,” “our,” “us” and the “Company” in this prospectus, we mean Coherus BioSciences, Inc. and its consolidated subsidiaries, unless otherwise specified. When we refer to “you,” we mean the holders of
the applicable series of securities.
Coherus BioSciences
®
and our logo are some
of our trademarks used in this prospectus. This prospectus and the documents incorporated by reference herein also include trademarks, tradenames and service marks that are the property of other organizations. Solely for convenience, our trademarks
and tradenames referred to in this prospectus appear without the
®
and ™ symbols, but those references are not intended to indicate, in any way, that we will not assert, to the fullest
extent under applicable law, our rights or the right of the applicable licensor to these trademarks and tradenames.
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WHERE YOU CAN FIND MORE INFORMATION; INCORPORATION BY REFERENCE
Available Information
We file
reports, proxy statements and other information with the SEC. Information filed with the SEC by us can be inspected and copied at the Public Reference Room maintained by the SEC at 100 F Street, N.E., Washington, D.C. 20549. You may also obtain
copies of this information by mail from the Public Reference Room of the SEC at prescribed rates. Further information on the operation of the SEC’s Public Reference Room in Washington, D.C. can be obtained by calling the SEC at
1-800-SEC-0330.
The SEC also maintains a web site that contains reports, proxy and information statements and other information about
issuers, such as us, who file electronically with the SEC. The address of that website is http://www.sec.gov.
Our web site address is
www.coherus.com. The information on our web site, however, is not, and should not be deemed to be, a part of this prospectus.
This
prospectus is part of a registration statement that we filed with the SEC and do not contain all of the information in the registration statement. The full registration statement may be obtained from the SEC or us, as provided below. Forms of the
other documents establishing the terms of the offered securities are or may be filed as exhibits to the registration statement. Statements in this prospectus about these documents are summaries and each statement is qualified in all respects by
reference to the document to which it refers. You should refer to the actual documents for a more complete description of the relevant matters. You may inspect a copy of the registration statement at the SEC’s Public Reference Room in
Washington, D.C. or through the SEC’s website, as provided above.
Incorporation by Reference
The SEC’s rules allow us to “incorporate by reference” information into this prospectus, which means that we can disclose
important information to you by referring you to another document filed separately with the SEC. The information incorporated by reference is deemed to be part of this prospectus, and subsequent information that we file with the SEC will
automatically update and supersede that information. Any statement contained in a previously filed document incorporated by reference will be deemed to be modified or superseded for purposes of this prospectus to the extent that a statement
contained in this prospectus modifies or replaces that statement.
We incorporate by reference our documents listed below and any future
filings made by us with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended, which we refer to as the “Exchange Act” in this prospectus, between the date of this prospectus and the
termination of the offering of the securities described in this prospectus. We are not, however, incorporating by reference any documents or portions thereof, whether specifically listed below or filed in the future, that are not deemed
“filed” with the SEC, including our Compensation Committee report and performance graph or any information furnished pursuant to Items 2.02 or 7.01 of Form
8-K
or related exhibits furnished pursuant
to Item 9.01 of Form
8-K.
This prospectus incorporates by reference the documents set forth below
that have previously been filed with the SEC:
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Our Annual Report on Form
10-K
for the year ended December 31, 2016, filed with the SEC on March 14, 2017.
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Our Quarterly Reports on Form
10-Q
for the quarter ended March 31, 2017, filed with the SEC on May 8, 2017 and for the quarter ended June 30, 2017, filed with the
SEC on August 7, 2017.
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Our Definitive Proxy Statement on Schedule 14A, filed with the SEC on April 6, 2017.
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Our Current Reports on Form
8-K
filed with the SEC on September 7, 2017, August 29, 2017, August 22, 2017, August 11, 2017, July 5, 2017, June 27,
2017, June 26, 2017, June 12, 2017, May 19, 2017, May 12, 2017, April 25, 2017, April 10, 2017, March 6, 2017, March 3, 2017, February 13, 2017 and January 31, 2017.
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The description of our Common Stock contained in our registration statement on Form
8-A,
filed with the SEC on November 3, 2014, and any amendment or report filed with the
SEC for the purpose of updating the description.
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All reports and other documents we subsequently file pursuant to
Section 13(a), 13(c), 14 or 15(d) of the Exchange Act prior to the termination of this offering, including all such documents we may file with the SEC after the date of the initial registration statement and prior to the effectiveness of the
registration statement, but excluding any information furnished to, rather than filed with, the SEC, will also be incorporated by reference into this prospectus and deemed to be part of this prospectus from the date of the filing of such reports and
documents.
You may request a free copy of any of the documents incorporated by reference in this prospectus (other than exhibits, unless
they are specifically incorporated by reference in the documents) by writing or telephoning us at the following address:
Coherus
BioSciences, Inc.
333 Twin Dolphin Drive, Suite 600
Redwood City, CA 94065
(650)
649-3530
Exhibits to the filings will not be sent, however, unless those exhibits have specifically
been incorporated by reference in this prospectus.
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THE COMPANY
We are a late-stage clinical biologics platform company focused on the global biosimilar market. Biosimilars are an emerging class of
protein-based therapeutics with high similarity to approved originator products on the basis of various physicochemical and structural properties, as well as in terms of safety, purity and potency. Our goal is to become a global leader in the
biosimilar market by leveraging our team’s collective expertise in key areas such as process science, analytical characterization, protein production and clinical-regulatory development. Since our founding in 2010, we have advanced two product
candidates into Phase 3 clinical development, one product candidate into Phase 2 clinical development and one other into
BLA-enabling
clinical development.
We were incorporated in the State of Delaware in September 2010 under the name BioGenerics, Inc. We subsequently changed the name of the
corporation to Coherus BioSciences, Inc. in April 2012. Our principal executive offices are located at 333 Twin Dolphin Drive, Suite 600, Redwood City, California 94065, and our telephone number is
(650) 649-3530.
Our website address is http://www.coherus.com. The information contained in or that can be accessed through our website is not part of this prospectus.
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SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
This prospectus and the documents incorporated by reference herein contain forward-looking statements that involve substantial risks and
uncertainties concerning our business, operations and financial performance and condition, as well as our plans, objectives and expectations for our business operations and financial performance and condition. Any statements contained herein that
are not statements of historical facts may be deemed to be forward-looking statements. In some cases, you can identify forward-looking statements by words such as “aim,” “anticipate,” “assume,” “believe,”
“contemplate,” “continue,” “could,” “due,” “estimate,” “expect,” “goal,” “intend,” “may,” “objective,” “plan,” “predict,”,
“potential,” “seek,” “should,” “will,” “would” and other similar expressions that are predictions of or indicate future events and future trends, or the negative of these terms or other comparable
terminology. These forward-looking statements include, but are not limited to, statements about:
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the timing and the success of the design of the clinical trials and planned clinical trials of
CHS-1420
(our adalimumab
(Humira
®
) biosimilar candidate);
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whether the results of our trials will be sufficient to support domestic or global regulatory approvals for
CHS-1701
(our pegfilgrastim (Neulasta
®
) biosimilar candidate),
CHS-1420
and
CHS-0214
(our etanercept
(Enbrel
®
) biosimilar candidate);
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whether we will be able to resubmit a biologics license application, or BLA, for
CHS-1701
and whether the U.S. Food and Drug Administration, or FDA, will ultimately approve
CHS-1701
for commercialization;
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the cost, timing and outcomes of litigation involving our potential products;
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whether additional trials will be required to support domestic or global regulatory approvals for
CHS-1701,
CHS-1420
and
CHS-0214;
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our ability to obtain and maintain regulatory approval of
CHS-1701,
CHS-1420
and
CHS-0214
or our
future product candidates;
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our ability to build the sales and marketing infrastructure for
CHS-1701;
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our expectations regarding the potential market size and the size of the patient populations for our product candidates, if approved for commercial use;
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our expectation that our capital resources will be sufficient to fund our operations for at least the next 12 months;
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our ability to maintain and establish collaborations or obtain additional funding;
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the implementation of strategic plans for our business and product plans;
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the initiation, timing, progress and results of future preclinical and clinical studies and our research and development programs;
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the scope of protection we are able to establish and maintain for intellectual property rights covering our product candidates;
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our expectations regarding the scope or enforceability of third party intellectual property rights, or the applicability of such rights to our product candidates;
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our reliance on third-party contract manufacturers to supply our product candidates for us;
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our reliance on third-party contract research organizations to conduct clinical trials of our product candidates;
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the benefits of the use of
CHS-1701,
CHS-1420
and
CHS-0214
and any other product candidates;
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the rate and degree of market acceptance of
CHS-1701,
CHS-1420
and
CHS-0214
or any future product
candidates;
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our expectations regarding government and third-party payor coverage and reimbursement;
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our ability to manufacture
CHS-1701,
CHS-1420
and
CHS-0214
in conformity with regulatory
requirements and to scale up manufacturing capacity of these products for commercial supply;
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our ability to compete with companies currently producing the reference products, including Neulasta, Humira and Enbrel and other products in our pipeline that are in preclinical stages of development;
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our financial performance; and
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developments and projections relating to our competitors and our industry.
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These
forward-looking statements are based on management’s current expectations, estimates, forecasts and projections about our business and the industry in which we operate and management’s beliefs and assumptions and are not guarantees of
future performance or development and involve known and unknown risks, uncertainties and other factors that are in some cases beyond our control. As a result, any or all of our forward-looking statements in this prospectus and in the documents that
are incorporated by reference herein may turn out to be inaccurate. Factors that may cause actual results to differ materially from current expectations include, among other things, those listed under “Risk Factors” and elsewhere in this
prospectus and in the documents that are incorporated by reference herein. Potential investors are urged to consider these factors carefully in evaluating the forward-looking statements. These forward-looking statements speak only as of the date of
this prospectus. Except as required by law, we assume no obligation to update or revise these forward-looking statements for any reason, even if new information becomes available in the future. You should, however, review the factors and risks we
describe in the reports we will file from time to time with the Securities and Exchange Commission, or SEC, after the date of this prospectus. See “Where You Can Find More Information; Incorporation by Reference.”
This prospectus and the documents incorporated by reference herein also contain estimates, projections and other information concerning our
industry, our business and the markets for certain diseases, including data regarding the estimated size of those markets, and the incidence and prevalence of certain medical conditions. Information that is based on estimates, forecasts,
projections, market research, or similar methodologies is inherently subject to uncertainties and actual events or circumstances may differ materially from events and circumstances reflected in this information. Unless otherwise expressly stated, we
obtained this industry, business, market and other data from reports, research surveys, studies and similar data prepared by market research firms and other third parties, industry, medical and general publications, government data and similar
sources.
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RISK FACTORS
Investment in any securities offered pursuant to this prospectus involves risks. You should carefully consider the risk factors incorporated
by reference to our most recent Annual Report on Form
10-K
and any subsequent Quarterly Reports on Form
10-Q
or Current Reports on Form
8-K
we file after the date of this prospectus, and all other information contained or incorporated by reference into this prospectus, as updated by our subsequent filings under the Exchange Act before
acquiring any of such securities. The occurrence of any of these risks might cause you to lose all or part of your investment in the offered securities.
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USE OF PROCEEDS
We will not receive any of the proceeds from the sale of shares of our common stock in this offering. The selling stockholder will receive all
of the proceeds from this offering.
The selling stockholder will pay any underwriting discounts, selling commissions and stock transfer
taxes or any other expenses incurred by the selling stockholders in connection with the sale of the shares. We will bear all other costs, fees and expenses incurred in effecting the registration of the shares covered by this prospectus, including,
without limitation, all registration and filing fees, fees and expenses of our counsel and our independent registered public accountants.
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THE SELLING STOCKHOLDER
On August 21, 2017, we entered into a Stock Purchase Agreement with the selling stockholder, pursuant to which, on August 24, 2017
(the “Initial Closing Date”), we completed the sale of an aggregate of 6,556,116 shares of our common stock in a private placement transaction. This prospectus covers the sale or other disposition by the selling stockholder or its
transferees of up to the total number of shares of common stock issued to the selling stockholder on the Initial Closing Date pursuant to the Stock Purchase Agreement. Throughout this prospectus, when we refer to the shares of our common stock being
registered on behalf of the selling stockholder, we are referring to the shares issued to the selling stockholder on the Initial Closing Date under the Stock Purchase Agreement, and when we refer to the selling stockholder in this prospectus, we are
referring to the purchaser under the Stock Purchase Agreement.
In connection with the Stock Purchase Agreement, we also simultaneously
entered into a Registration Rights Agreement with the selling stockholder, pursuant to which we agreed to prepare and file a registration statement within 40 days of the Initial Closing Date for purposes of registering the resale of our common stock
purchased by the selling stockholder in the private placement transaction. The Registration Rights Agreement also provides, among other things, that the selling stockholder will have piggyback registration rights, subject to certain conditions,
certain indemnification rights and reimbursement for all fees and expenses, excluding underwriting discounts and selling commissions, in connection with our obligations to register the shares of the common stock purchased in the private placement
transaction with the selling stockholder.
We are registering the above-referenced shares pursuant to our undertaking in the Registration
Rights Agreement to permit the selling stockholder and its pledgees, donees, transferees or other
successors-in-interest
that receive its shares after the date of this
prospectus to resell or otherwise dispose of the shares in the manner contemplated under “Plan of Distribution” below.
Except
as otherwise disclosed herein and in the footnotes below with respect to the selling stockholder, the selling stockholder does not and within the past three years has not had, any position, office or other material relationship with us.
The following table sets forth the name of the selling stockholder, the number of shares owned by the selling stockholder, the number of
shares that may be offered under this prospectus and the number of shares of our common stock owned by the selling stockholder assuming all of the shares covered hereby are sold. The number of shares in the column “Number of Shares Being
Offered” represents all of the shares that the selling stockholder may offer under this prospectus. The selling stockholder may sell some, all or none of its shares. We do not know how long the selling stockholder will hold the shares before
selling them, and we currently have no agreements, arrangements or understandings with the selling stockholder regarding the sale or other disposition of any of the shares. The shares covered hereby may be offered from time to time by the selling
stockholder.
The information set forth below is based upon information obtained from the selling stockholder and upon information in our
possession regarding the issuance of shares of common stock to the selling stockholder in connection with the private placement transaction. The percentages of shares owned after the offering are based on 57,936,298 shares of our common stock
outstanding as of August 31, 2017, including the shares of common stock covered hereby.
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Name of Selling Stockholder
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Shares of
Common
Stock
Beneficially
Owned Prior
to Offering(1)
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Number of
Shares
Being
Offered
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Shares of Common
Stock Beneficially
Owned After
Offering(2)
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Number
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Percent
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V-Sciences
Investments Pte Ltd (3)
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6,556,116
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6,556,116
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—
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%
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(1)
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“Beneficial ownership” is a term broadly defined by the SEC in Rule
13d-3
under the Exchange Act, and includes more than the typical form of stock ownership, that is,
stock held in the person’s name. The term also includes what is referred to as “indirect ownership,” meaning ownership of shares as to which a person has or shares investment power. For purposes of this table, a person or group of
persons is deemed to have “beneficial ownership” of any shares that are currently exercisable or exercisable within 60 days of August 31, 2017.
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(2)
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Assumes that all shares being registered in this prospectus are resold to third parties and that the selling stockholder sells all shares of common stock registered under this prospectus held by it.
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(3)
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Consists of 6,556,116 shares of common stock directly owned by
V-Sciences
Investments Pte Ltd.
V-Sciences
Investments Pte Ltd is a
wholly-owned subsidiary of Temasek Life Sciences, which in turn is a wholly-owned subsidiary of Temasek Life Sciences Private Limited, which in turn is a wholly-owned subsidiary of Fullerton Management Pte Ltd, which in turn is a wholly-owned
subsidiary of Temasek Holdings (Private) Limited. The address of each of the foregoing entities is 60B Orchard Road,
#06-18
Tower 2, The Atrium@Orchard, Singapore 238891.
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PLAN OF DISTRIBUTION
We are registering the shares of common stock issued to the selling stockholder to permit the resale of these shares of common stock by the
holder of the shares of common stock from time to time after the date of this prospectus. We will not receive any of the proceeds from the sale by the selling stockholder of the shares of common stock. We will bear all fees and expenses incident to
our obligation to register the shares of common stock.
The selling stockholder and any of its transferees, donees, pledgees or other
successors in interest may, from time to time, sell all or a portion of the shares of common stock beneficially owned by the selling stockholder and offered hereby from time to time directly or through one or more underwriters, broker-dealers or
agents. If the shares of common stock are sold through underwriters or broker-dealers, the selling stockholder will be responsible for underwriting discounts or commissions or agent’s commissions. The shares of common stock may be sold on any
national securities exchange or quotation service on which the securities may be listed or quoted at the time of sale, in the
over-the-counter
market or in transactions
otherwise than on these exchanges or systems or in the
over-the-counter
market and in one or more transactions at fixed prices, at prevailing market prices at the time
of the sale, at varying prices determined at the time of sale, or at negotiated prices. These sales may be effected in transactions, which may involve crosses or block transactions. The selling stockholder may use any one or more of the following
methods when selling shares:
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•
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ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers;
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•
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block trades in which the broker-dealer will attempt to sell the shares as agent but may position and resell a portion of the block as principal to facilitate the transaction;
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•
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purchases by a broker-dealer as principal and resale by the broker-dealer for its account;
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•
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an exchange distribution in accordance with the rules of the applicable exchange;
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•
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privately negotiated transactions;
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•
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settlement of short sales entered into after the effective date of the registration statement of which this prospectus is a part;
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•
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in transactions through broker-dealers that agree with the selling stockholder to sell a specified number of such shares at a stipulated price per share;
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•
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through the writing or settlement of options or other hedging transactions, whether such options are listed on an options exchange or otherwise;
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•
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through one or more underwritten offerings on a firm commitment or best efforts basis;
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•
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a combination of any such methods of sale; and
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•
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any other method permitted pursuant to applicable law.
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The selling stockholder also may
resell all or a portion of the shares in open market transactions in reliance upon Rule 144 under the Securities Act, as permitted by that rule, or Section 4(a)(1) under the Securities Act, if available, rather than under this prospectus,
provided that the selling stockholder meets the criteria and conforms to the requirements of those provisions.
Broker-dealers engaged by
the selling stockholder may arrange for other broker-dealers to participate in sales. If the selling stockholder effects such transactions by selling shares of common stock to or through underwriters, broker-dealers or agents, such underwriters,
broker-dealers or agents may receive commissions in the form of discounts, concessions or commissions from the selling stockholder or commissions from purchasers of the shares of common stock for whom they may act as agent or to whom they may sell
as principal. Such commissions will be in amounts to be negotiated, but, except as set forth in a supplement to this prospectus, in the case of an agency transaction will not be in excess of a customary brokerage commission in compliance with FINRA
Rule 2121 (and any successor); and in the case of a principal transaction a markup or markdown in compliance with FINRA 2121.
11
In connection with sales of the shares of common stock or otherwise, the selling stockholder may
enter into hedging transactions with broker-dealers or other financial institutions, which may in turn engage in short sales of the shares of common stock in the course of hedging in positions they assume. The selling stockholder may also sell
shares of common stock short and if such short sale shall take place after the date that the registration statement of which this prospectus is a part is declared effective by the Commission, the selling stockholder may deliver shares of common
stock covered by this prospectus to close out short positions and to return borrowed shares in connection with such short sales. The selling stockholder may also loan or pledge shares of common stock to broker-dealers that in turn may sell such
shares, to the extent permitted by applicable law. The selling stockholder may also enter into option or other transactions with broker-dealers or other financial institutions or the creation of one or more derivative securities which require the
delivery to such broker-dealer or other financial institution of shares offered by this prospectus, which shares such broker-dealer or other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect such
transaction). Notwithstanding the foregoing, the selling stockholder has been advised that the selling stockholder may not use shares registered on the registration statement of which this prospectus forms a part to cover short sales of our common
stock made prior to the date the registration statement, of which this prospectus forms a part, has been declared effective by the Commission.
The selling stockholder may, from time to time, pledge or grant a security interest in some or all of the shares of common stock owned by the
selling stockholder and, if the selling stockholder defaults in the performance of its secured obligations, the pledgees or secured parties may offer and sell the shares of common stock from time to time pursuant to this prospectus or any amendment
to this prospectus under Rule 424(b)(3) or other applicable provision of the Securities Act, as amended, amending, if necessary, the list of selling stockholders to include the pledgee, transferee or other successors in interest as a selling
stockholder under this prospectus. The selling stockholder also may transfer and donate the shares of common stock in other circumstances in which case the transferees, donees, pledgees or other successors in interest will be the selling beneficial
owners for purposes of this prospectus.
The selling stockholder and any broker-dealer or agents participating in the distribution of the
shares of common stock may be deemed to be “underwriters” within the meaning of Section 2(11) of the Securities Act in connection with such sales. In such event, any commissions paid, or any discounts or concessions allowed to, any
such broker-dealer or agent and any profit on the resale of the shares purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act. If the selling stockholder is deemed to be an “underwriter” within
the meaning of Section 2(11) of the Securities Act, it will be subject to the applicable prospectus delivery requirements of the Securities Act and may be subject to certain statutory liabilities of, including but not limited to, Sections 11,
12 and 17 of the Securities Act and Rule
10b-5
under the Securities Exchange Act of 1934, as amended, or the Exchange Act.
The selling stockholder has informed us that it is not a registered broker-dealer and does not have any written or oral agreement or
understanding, directly or indirectly, with any person to distribute the common stock. Upon our being notified in writing by the selling stockholder that any material arrangement has been entered into with a broker-dealer for the sale of common
stock through a block trade, special offering, exchange distribution or secondary distribution or a purchase by a broker-dealer, a supplement to this prospectus will be filed, if required, pursuant to Rule 424(b) under the Securities Act,
disclosing:
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•
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the name of the selling stockholder and of the participating broker-dealer(s),
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•
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the number of shares involved,
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•
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the price at which such the shares of common stock were sold,
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•
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the commissions paid or discounts or concessions allowed to such broker-dealer(s), where applicable,
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•
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that such broker-dealer(s) did not conduct any investigation to verify the information set out or incorporated by reference in this prospectus, and
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•
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other facts material to the transaction.
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In no event shall any broker-dealer receive fees,
commissions and markups, which, in the aggregate, would exceed eight percent (8%).
12
Under the securities laws of some states, the shares of common stock may be sold in such states
only through registered or licensed brokers or dealers. In addition, in some states the shares of common stock may not be sold unless such shares have been registered or qualified for sale in such state or an exemption from registration or
qualification is available and is complied with.
There can be no assurance that the selling stockholder will sell any or all of the
shares of common stock registered pursuant to the registration statement, of which this prospectus forms a part.
The selling stockholder
and any other person participating in such distribution will be subject to applicable provisions of the Exchange Act, as amended, and the rules and regulations thereunder, including, without limitation, Regulation M of the Exchange Act, which may
limit the timing of purchases and sales of any of the shares of common stock by the selling stockholder and any other participating person. Regulation M may also restrict the ability of any person engaged in the distribution of the shares of common
stock to engage in market-making activities with respect to the shares of common stock. All of the foregoing may affect the marketability of the shares of common stock and the ability of any person or entity to engage in market-making activities
with respect to the shares of common stock.
We will pay all expenses of the registration of the shares of common stock pursuant to the
registration rights agreement, including, without limitation, Securities and Exchange Commission filing fees and expenses of compliance with state securities or “blue sky” laws; provided, however, that the selling stockholder will pay all
underwriting discounts and selling commissions, if any. We will indemnify the selling stockholder against certain liabilities, including some liabilities under the Securities Act, in accordance with the Registration Rights Agreement, or the selling
stockholder will be entitled to contribution. We may be indemnified by the selling stockholder against civil liabilities, including liabilities under the Securities Act, that may arise from any written information furnished to us by the selling
stockholder specifically for use in this prospectus, in accordance with the Registration Rights Agreement, or we may be entitled to contribution.
To the extent required, this prospectus may be amended and/or supplemented from time to time to describe a specific plan of distribution.
13
LEGAL MATTERS
Latham & Watkins LLP has passed upon certain legal matters relating to the issuance and sale of the securities offered hereby on
behalf of Coherus BioSciences, Inc. Latham & Watkins LLP and certain attorneys and investment funds affiliated with the firm collectively own an aggregate of 2,638 shares of common stock.
EXPERTS
The consolidated financial statements of Coherus BioSciences, Inc. incorporated by reference in Coherus BioSciences, Inc.’s Annual Report
on Form
10-K
for the year ended December 31, 2016, and the effectiveness of Coherus BioSciences, Inc.’s internal control over financial reporting as of December 31, 2016, have been audited by
Ernst & Young LLP, independent registered public accounting firm, as set forth in their reports thereon incorporated by reference therein, and incorporated herein by reference. Such financial statements are, and audited consolidated
financial statements to be included in subsequently filed documents will be, incorporated herein in reliance upon the reports of Ernst & Young LLP pertaining to such financial statements and the effectiveness of our internal control over
financial reporting as of the respective dates (to the extent covered by consents filed with the Securities and Exchange Commission) given on the authority of such firm as experts in accounting and auditing.
14
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
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Item 14.
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Other Expenses of Issuance and Distribution
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The following is an
estimate of the expenses (all of which are to be paid by the registrant) that we may incur in connection with the securities being registered hereby.
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SEC registration fee
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$
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9,802
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Printing expenses
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$
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5,000
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Legal fees and expenses
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$
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50,000
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Accounting fees and expenses
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$
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10,000
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Miscellaneous
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$
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—
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Total
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$
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74,802
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Item 15.
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Indemnification of Directors and Officers
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Subsection (a) of
Section 145 of the General Corporation Law of the State of Delaware, or the DGCL, empowers a corporation to indemnify any person who was or is a party or who is threatened to be made a party to any threatened, pending or completed action, suit
or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) by reason of the fact that the person is or was a director, officer, employee or agent of the corporation, or is or
was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts
paid in settlement actually and reasonably incurred by the person in connection with such action, suit or proceeding if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of
the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe the person’s conduct was unlawful.
Subsection (b) of Section 145 empowers a corporation to indemnify any person who was or is a party or is threatened to be made a
party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that the person acted in any of the capacities set forth above, against expenses (including
attorneys’ fees) actually and reasonably incurred by the person in connection with the defense or settlement of such action or suit if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the
best interests of the corporation, except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the Court of
Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity
for such expenses which the Court of Chancery or such other court shall deem proper.
Section 145 further provides that to the extent
a director or officer of a corporation has been successful on the merits or otherwise in the defense of any action, suit or proceeding referred to in subsections (a) and (b) of Section 145, or in defense of any claim, issue or matter
therein, such person shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection therewith; that indemnification provided for by Section 145 shall not be deemed exclusive
of any other rights to which the indemnified party may be entitled; and the indemnification provided for by Section 145 shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a director,
officer, employee or agent and shall inure to the benefit of such person’s heirs, executors and administrators. Section 145 also empowers the corporation to purchase and maintain insurance on behalf of any person who is or was a director,
officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability
asserted against such person and incurred by such person in any such capacity, or arising out of his status as such, whether or not the corporation would have the power to indemnify such person against such liabilities under Section 145.
II-1
Section 102(b)(7) of the DGCL provides that a corporation’s certificate of
incorporation may contain a provision eliminating or limiting the personal liability of a director to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, provided that such provision shall not
eliminate or limit the liability of a director (i) for any breach of the director’s duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (iii) under Section 174 of the DGCL, or (iv) for any transaction from which the director derived an improper personal benefit.
As permitted by Section 102 of the Delaware General Corporation Law, we have adopted provisions in our amended and restated certificate
of incorporation and bylaws that limit or eliminate the personal liability of our directors for a breach of their fiduciary duty of care as a director. The duty of care generally requires that, when acting on behalf of the corporation, directors
exercise an informed business judgment based on all material information reasonably available to them. Consequently, a director will not be personally liable to us or our stockholders for monetary damages for breach of fiduciary duty as a director,
except for liability for:
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•
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any breach of the director’s duty of loyalty to us or our stockholders;
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•
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any act or omission not in good faith or that involves intentional misconduct or a knowing violation of law;
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•
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any act related to unlawful stock repurchases, redemptions or other distributions or payment of dividends; or
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•
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any transaction from which the director derived an improper personal benefit.
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These
limitations of liability do not affect the availability of equitable remedies such as injunctive relief or rescission. Our amended and restated certificate of incorporation also authorizes us to indemnify our officers, directors and other agents to
the fullest extent permitted under Delaware law.
As permitted by Section 145 of the Delaware General Corporation Law, our amended
and restated bylaws provide that:
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•
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we may indemnify our directors, officers, and employees to the fullest extent permitted by the Delaware General Corporation Law, subject to limited exceptions;
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•
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we may advance expenses to our directors, officers and employees in connection with a legal proceeding to the fullest extent permitted by the Delaware General Corporation Law, subject to limited exceptions; and
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•
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the rights provided in our amended and restated bylaws are not exclusive.
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Our amended and
restated certificate of incorporation, filed as Exhibit 3.1 hereto, and our amended and restated bylaws, filed as Exhibit 3.2 hereto, provide for the indemnification provisions described above and elsewhere herein. We have entered into
separate indemnification agreements with our directors and officers which may be broader than the specific indemnification provisions contained in the Delaware General Corporation Law. These indemnification agreements generally require us, among
other things, to indemnify our officers and directors against liabilities that may arise by reason of their status or service as directors or officers, other than liabilities arising from willful misconduct. These indemnification agreements also
generally require us to advance any expenses incurred by the directors or officers as a result of any proceeding against them as to which they could be indemnified. In addition, we have purchased a policy of directors’ and officers’
liability insurance that insures our directors and officers against the cost of defense, settlement or payment of a judgment in some circumstances. These indemnification provisions and the indemnification agreements may be sufficiently broad to
permit indemnification of our officers and directors for liabilities, including reimbursement of expenses incurred, arising under the Securities Act of 1933, as amended, or the Securities Act.
II-2
(a)
Exhibits
A list of exhibits filed with this registration statement on Form
S-3
is set forth on the Exhibit
Index and is incorporated herein by reference.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration
statement:
(i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the
most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of
securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with
the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in
the effective registration statement; and
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;
provided
,
however
, that paragraphs (a)(1)(i), (a)(1)(ii), and (a)(1)(iii) above do not apply if the information required to be
included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934 that are incorporated by
reference in the registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is a part of the registration statement.
(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment
shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain
unsold at the termination of the offering.
(4) That, for the purpose of determining liability under the Securities Act of
1933 to any purchaser:
(A) Each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part
of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and
(B) Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in
reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information required by section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in
the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract
II-3
of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date
shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
Provided
,
however
, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the
registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or
prospectus that was part of the registration statement or made in any such document immediately prior to such effective date.
(5) That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the
initial distribution of securities:
The undersigned registrant undertakes that in a primary offering of securities of the undersigned
registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the
undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:
(i) Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed
pursuant to Rule 424;
(ii) Any free writing prospectus relating to the offering prepared by or on behalf of the
undersigned registrant or used or referred to by the undersigned registrant;
(iii) The portion of any other free writing
prospectus relating to the offering prepared by or on behalf of the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and
(iv) Any other communications that is an offer in the offering made by the undersigned registrant to the purchaser.
(b) The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing
of the registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be
deemed to be the initial
bona fide
offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or
paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.
II-4
EXHIBIT INDEX
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form
S-3
and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Redwood
Shores, California, on the 22
nd
day of September, 2017.
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COHERUS BIOSCIENCES, INC.
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By:
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/s/ Dennis M. Lanfear
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Dennis M. Lanfear
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President and Chief Executive Officer
|
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Dennis M. Lanfear and
Jean-Frédéric
Viret, and each of them acting individually, as his or her true and lawful
attorneys-in-fact
and agents,
with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to file and sign any and all amendments, including post-effective amendments and any registration statement for
the same offering that is to be effective under Rule 462(b) of the Securities Act, to this registration statement, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact
and agents, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith as fully
to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact
and agents, or their substitute or
substitutes may lawfully do or cause to be done by virtue hereof. This power of attorney shall be governed by and construed with the laws of the State of Delaware and applicable federal securities laws.
Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities and
on the dates indicated.
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Signature
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Title
|
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Date
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/s/ Dennis M. Lanfear
Dennis M. Lanfear
|
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Chairman, President and Chief Executive Officer
(Principal Executive Officer)
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September 22, 2017
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/s/
Jean-Frédéric
Viret, Ph.D
Jean-Frédéric
Viret, Ph.D.
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|
Chief Financial Officer
(Principal Financial and Accounting Officer)
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|
September 22, 2017
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/s/ James I. Healy, M.D., Ph.D.
James I. Healy, M.D., Ph.D.
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Director
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September 22, 2017
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/s/ V. Bryan Lawlis, Ph.D.
V. Bryan Lawlis, Ph.D.
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Director
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September 22, 2017
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/s/ Christos Richards
Christos Richards
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Director
|
|
September 22, 2017
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/s/ Ali J. Satvat
Ali J. Satvat
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Director
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|
September 22, 2017
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/s/ August J. Troendle, M.D.
August J. Troendle, M.D.
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Director
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September 22, 2017
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/s/ Mats Wahlström
Mats Wahlström
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Director
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September 22, 2017
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/s/ Mary T. Szela
Mary T. Szela
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Director
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September 22, 2017
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