UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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FORM
CURRENT REPORT
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Item 3.02 Unregistered Sales of Equity Securities.
On September 28, 2023, Coherus BioSciences, Inc. (the “Company”) entered into an Optional Stock Purchase Agreement (the “Agreement”) with a contract manufacturing organization (the “CMO”) that gave the Company the option in its sole discretion to elect to pay for services required to manufacture multiple batches of one of the Company’s products according to agreed specifications by either paying cash to the CMO (the “Cash Service Fee Payment”) or by issuing shares of its common stock, par value $0.0001 per share (the “Common Stock”), in a private placement offering to the CMO (the “Stock Service Fee Payment”). On October 4, 2023, the Company notified the CMO of its election of the Stock Service Fee Payment. The purchase price per share of Common Stock is equal to the volume-weighted average closing trading price per share of Common Stock on the Nasdaq Global Market over the ten trading day period ending on and including October 6, 2023.
At the closing of the transactions contemplated by the Agreement, expected to be on October 9, 2023, the Company will issue approximately 2,225,513 shares of its Common Stock to the CMO for a price of $3.675 per share of Common Stock, representing an aggregate value of approximately $8.2 million.
The Company will issue the Common Stock to the CMO in reliance upon the exemptions from registration afforded by Section 4(a)(2) of the Securities Act of 1933, as amended. The issuance and sale will not be conducted in connection with a public offering, and no public solicitation or advertisement is being made or relied upon in connection with the issuance of the shares of Common Stock. The Company is relying on these exemptions from registration based in part on representations made by the CMO in the Agreement.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: October 6, 2023 |
| COHERUS BIOSCIENCES, INC. | |
By: | /s/ McDavid Stilwell | ||
Name: | McDavid Stilwell | ||
Title: | Chief Financial Officer | ||