Coherus BioSciences, Inc. (Coherus, Nasdaq: CHRS) today announced
the closing of the previously announced acquisition of Surface
Oncology, Inc. (Surface or Surface Oncology), a clinical-stage
immuno-oncology (I-O) company developing next-generation
immunotherapies that target the tumor microenvironment. As a result
of the acquisition, Coherus’ novel I-O pipeline now includes four
differentiated clinical-stage assets:
- Toripalimab, a
late-stage, anti-PD-1 monoclonal antibody candidate under BLA
review for the potential treatment of advanced recurrent or
metastatic nasopharyngeal carcinoma (NPC);
- Casdozokitug
(SRF388 or casdozo), a novel, first-in-class IL-27-targeted
antibody currently being evaluated in Phase 2 clinical trials in
lung cancer and liver cancer;
- CHS-114
(SRF114), a highly selective, competitively positioned,
ADCC-enhanced CCR8-targeted antibody currently in a Phase 1/2 study
as a monotherapy in patients with advanced solid tumors; and
- CHS-006, a
TIGIT-targeted antibody currently in a Phase 1/2 study in
combination with toripalimab in patients with advanced solid
tumors.
“The addition of the first-in-class IL-27
targeted antibody, casdozo, and the potential best-in-class CCR8
targeted antibody CHS-114, marks Coherus’ transition to a
next-generation immuno-oncology company focused on the tumor
microenvironment,” said Denny Lanfear, Chairman and Chief Executive
Officer of Coherus. “We will now focus our development efforts on
delivering breakthrough survival benefits for cancer patients,
beyond the efficacy seen with existing chemotherapy plus
checkpoints regimens. Toripalimab combinations with these two new
agents have the potential to expand tori use into highly prevalent
tumor types including NSCLC and head and neck cancer, where it has
already consistently shown clinically meaningful activity.”
At the closing of the acquisition, Coherus
issued 0.1960 shares of its common stock per share of outstanding
Surface common stock and certain outstanding Surface employee
equity awards (which exchange ratio was calculated based on a
$5.2831 per share price of Coherus common stock) for a total value
equal to approximately $66.9 million, the sum of $40 million plus
Surface’s net cash at closing of the transaction of $26.9 million.
Surface shareholders also received contingent value rights (CVRs)
for 70% of milestone and royalty-based value of existing programs
with Novartis (NZV930) and GSK (GSK4381562), as well as for 25% of
upfront payments made pursuant to potential ex-US licensing
agreements for CHS-114 and 50% of upfront payments made pursuant to
potential ex-US licensing agreements for casdozokitug, subject to
certain deductions as set forth in the contingent value rights
agreement. Amounts under these CVRs are payable for a period of ten
years following the closing of this transaction. As a result of the
acquisition, Surface has become a wholly owned subsidiary of
Coherus and the common stock of Surface will no longer be listed
for trading on the Nasdaq Capital Market, effective as of prior to
market open on September 8, 2023.
Truist Securities acted as financial advisor,
and Arnold & Porter Kaye Scholer LLP and Latham & Watkins
LLP acted as legal advisors to Coherus. Wedbush Securities Inc.
acted as exclusive strategic financial advisor, and Goodwin Procter
LLP acted as legal advisor to Surface.
About Coherus’ Immuno-Oncology Pipeline
Coherus is developing an innovative
immuno-oncology pipeline that will be synergistic with its proven
commercial capabilities in oncology. Through an in-licensing
agreement with Shanghai Junshi Biosciences Ltd., Coherus is
developing toripalimab, an anti-PD-1 antibody, in the United States
and Canada. A biologics license application for toripalimab for the
treatment of NPC is under review by the FDA. Toripalimab is
approved in China for the treatment of melanoma, urothelial cancer,
esophageal squamous cell carcinoma, nasopharyngeal carcinoma and
non-small cell lung cancer.
Through its acquisition of Surface Oncology,
Coherus’ immuno-oncology pipeline will now include multiple
antibody immunotherapy candidates focused on enhancing the innate
and adaptive immune responses to enable a robust immunologic
response and enhance outcomes for patients with cancer.
Casdozokitug (SRF388) is a novel anti-IL-27 antibody currently
being evaluated in Phase 1/2 clinical trials in lung and liver
cancer. CHS-114 (SRF114) is a highly selective, competitively
positioned anti-CCR8 antibody currently in a Phase 1/2 study as a
monotherapy in patients with advanced solid tumors. There are also
two out-licensed partnership programs to advance its
next-generation cancer therapies.
Coherus’ earlier-stage immuno-oncology pipeline
targets immune-suppressive mechanisms in the tumor
microenvironment, including CHS-006, a TIGIT-targeted antibody,
being evaluated in a Phase 1/2 clinical trial in combination with
toripalimab in patients with advanced solid tumors, and CHS-1000, a
preclinical program targeting the novel pathway ILT4.
About Coherus BioSciencesCoherus is a
commercial-stage biopharmaceutical company focused on the research,
development and commercialization of innovative immunotherapies to
treat cancer. Coherus’ strategy is to build a leading
immuno-oncology franchise funded with cash generated through net
sales of its diversified portfolio of FDA-approved
therapeutics.
In 2021, Coherus in-licensed toripalimab, an
anti-PD-1 antibody, in the United States and Canada. The Biologics
License Application for toripalimab in combination with
chemotherapy as treatment for recurrent or metastatic
nasopharyngeal carcinoma is currently under review by the FDA.
Coherus markets UDENYCA® (pegfilgrastim-cbqv), a
biosimilar of Neulasta®, CIMERLI® (ranibizumab-eqrn), a biosimilar
of Lucentis®, and YUSIMRY™ (adalimumab-aqvh), a biosimilar of
Humira®.
Forward-Looking Statements
Except for the historical information contained
herein, the matters set forth in this press release are
forward-looking statements within the meaning of the "safe harbor"
provisions of the Private Securities Litigation Reform Act of 1995,
including, but not limited to, statements regarding Coherus’
ability to build its immuno-oncology franchise to achieve a leading
market position; Coherus’ ability to generate cash and net sales;
Coherus’ investment plans; Coherus’ ability to find synergies
between its I-O pipeline and its commercial operations;
expectations about the efficacy and safety profile of any product
candidate in the future; and Coherus’ ability to expand toripalimab
into highly prevalent tumor types, to further advance its
next-generation immuno-oncology portfolio focused on the tumor
microenvironment, and to improve survival outcomes in cancer
treatment.
Such forward-looking statements involve
substantial risks and uncertainties that could cause Coherus’
actual results, performance or achievements to differ significantly
from any future results, performance or achievements expressed or
implied by the forward-looking statements. Such risks and
uncertainties include, among others, the risks and uncertainties
inherent in the clinical drug development process; risks related to
integration of Surface’s programs and operations; risks related to
realizing the anticipated benefits of the acquisition of Surface;
risks related to Coherus’ existing and potential collaboration
partners; risks of Coherus’ competitive position; the risks and
uncertainties of the regulatory approval process, including the
speed of regulatory review, international aspects of Coherus’
business and the timing of Coherus’ regulatory filings; the risk of
FDA review issues; the risk that Coherus is unable to complete
commercial transactions and other matters that could affect the
availability or commercial potential of Coherus’ products and
product candidates; and the risks and uncertainties of possible
litigation. All forward-looking statements contained in this press
release speak only as of the date of this press release. Coherus
undertakes no obligation to update or revise any forward-looking
statements. For a further description of the significant risks and
uncertainties that could cause actual results to differ from those
expressed in these forward-looking statements, as well as risks
relating to Coherus’ business in general, see Coherus’ Quarterly
Report on Form 10-Q for the fiscal quarter ended June 30, 2023
filed with the Securities and Exchange Commission on August 2,
2023, including the section therein captioned “Risk Factors” and in
other documents Coherus files with the Securities and Exchange
Commission.
UDENYCA®, CIMERLI® and YUSIMRY™, whether or not
appearing in large print or with the trademark symbol, are
trademarks of Coherus, its affiliates, related companies or its
licensors or joint venture partners unless otherwise noted.
Trademarks and trade names of other companies appearing in this
press release are, to the knowledge of Coherus, the property of
their respective owners. Coherus
ContactsInvestor RelationsMarek Ciszewski, SVP Investor
Relations IR@coherus.com
Media RelationsJodi Sievers, VP Corporate
Communicationsmedia@coherus.com
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