Item 1.01
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Entry into a Material Definitive Agreement
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Stock Purchase Agreement
On November 30, 2017, Coherus BioSciences, Inc. (the
Company
) entered into a Stock Purchase Agreement (the
Purchase
Agreement
) with KBI Biopharma, Inc., a Delaware corporation (
KBI
). KBI is a contract manufacturing organization working with the Company and is a party to that certain Master Services Agreement, dated as of July 30,
2014 (the
MSA
), by and between the Company and KBI. Pursuant to the Purchase Agreement, the Company agreed to sell to KBI shares (the
Shares
) of the Companys common stock, par value $0.0001 per share (the
Common Stock
), for aggregate gross proceeds to the Company of up to approximately $6.8 million (the
Private Placement
).
The closing of the Private Placement occurred on December 1, 2017, at which time the Company issued and sold an aggregate of 776,104 Shares to KBI for
aggregate gross proceeds of approximately $6.8 million, at a price per share equal to $8.77, which is the volume weighted average price (
VWAP
) for the Common Stock, as of 4:00 p.m., New York City time, based on the ten
consecutive trading days ending on (and including) November 30, 2017, as reported on Bloomberg (the
Issuance Price
).
Pursuant to
the terms of the Purchase Agreement, as consideration for the issuance of the Shares, the Company will not be charged the (i) $4.1 million postponement fee, owed by the Company pursuant to the MSA, for the postponement of the start of the 2017
manufacturing campaign of
CHS-1701
(the Companys pegfilgrastim (Neulasta
®
) biosimilar candidate), (ii) $2.7 million campaign reservation fee
for the second 2018 manufacturing campaign of
CHS-1701
and (iii) increase of certain batch fees until the 2018 manufacturing campaign of
CHS-1701
begins. As further
consideration, the Company provided to KBI the right to receive contingent cash royalty payments, in an amount not to exceed $0.7 million in aggregate, upon the achievement of certain conditions related to the timing of the delivery by KBI to
the Company of 27 batches of
CHS-1701,
as described in the Contingent Value Rights Agreement, between the Company and KBI, also entered into on November 30, 2017.
Registration Rights Agreement
In connection with
the Purchase Agreement, the Company also entered into a Registration Rights Agreement (the
Registration Rights Agreement
) with KBI. Pursuant to the Registration Rights Agreement, the Company agreed to prepare and file a
registration statement with the Securities and Exchange Commission (the
SEC
) no later than the 60th day following November 30, 2017 for purposes of registering the resale of the Shares and any shares of common stock issued as
a dividend or other distribution with respect to the Shares. The Company agreed to use its commercially reasonable efforts to cause such shelf registration statement to be declared effective by the SEC as soon as practicable, and in any event,
within 100 days after its filing.
The Company has also agreed, among other things, to indemnify the selling holders under the registration statement from
certain liabilities and to pay all fees and expenses (excluding underwriting discounts and selling commissions) incident to the Companys obligations under the Registration Rights Agreement.
The Private Placement is exempt from registration pursuant to the exemption for transactions by an issuer not involving any public offering under
Section 4(a)(2) of the Securities Act of 1933, as amended (the
Securities Act
), and Regulation D under the Securities Act.
The
securities sold and issued in connection with the Purchase Agreement are not registered under the Securities Act or any state securities laws and may not be offered or sold in the United States absent registration with the SEC or an applicable
exemption from the registration requirements.
The foregoing description of the transaction is only a summary and is qualified in its entirety by
reference to the transaction documents entered into in connection with the Private Placement, copies of which are filed herewith as Exhibits 10.1 and 4.1.