As filed with the Securities and Exchange Commission on April 10, 2015

Registration No. 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)

201 Redwood Shores Parkway, Suite 200

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. 2014 Equity Incentive Award Plan

Coherus BioSciences, Inc. 2014 Employee Stock Purchase Plan

(Full Title of the Plan)

Dennis M. Lanfear

President and Chief Executive Officer

Coherus BioSciences, Inc.

201 Redwood Shores Parkway, Suite 200

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.

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, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer		¨		Accelerated filer		¨
Non-accelerated filer		x  (Do not check if a smaller reporting company)		Smaller reporting company		¨

 

 

CALCULATION OF REGISTRATION FEE

 

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		1,330,319 (2)		$26.60 (3)		$35,386,485.40		$4,111.91
Common Stock, par value $0.0001 per share		332,579 (4)		$26.60 (5)		$8,846,601.40		$1,027.98
Total		1,662,898				$44,233,086.80		$5,139.89

(1)

Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this registration statement shall also cover any additional shares of the Registrant’s common stock that become issuable under the Coherus BioSciences, Inc. 2014 Equity Incentive Award Plan (the “2014 Plan”) and the Coherus BioSciences, Inc. 2014 Employee Stock Purchase Plan (the “ESPP”) by reason of any stock dividend, stock split, recapitalization or similar transaction effected without the Registrant’s receipt of consideration which would increase the number of outstanding shares of common stock.

(2)	Represents the additional shares of common stock available for future issuance under the Registrant’s 2014 Plan resulting from an annual increase as of January 1, 2015.

(3)

This estimate is made pursuant to Rule 457(c) and Rule 457(h) of the Securities Act solely for purposes of calculating the registration fee. The Proposed Maximum Offering Price Per Share for shares available for future grant under the 2014 Plan is the average of the high and low prices for the registrant’s common stock as reported on The NASDAQ Global Market on April 8, 2015, which is $26.60.

(4)	Represents the additional shares of common stock available for future issuance under the Registrant’s ESPP resulting from an annual increase as of January 1, 2015.

(5)

This estimate is made pursuant to Rule 457(c) and Rule 457(h) of the Securities Act solely for purposes of calculating the registration fee. The Proposed Maximum Offering Price Per Share for shares available for future grant under the ESPP is the average of the high and low prices for the registrant’s common stock as reported on The NASDAQ Global Market on April 8, 2015, which is $26.60.

Proposed sale to take place as soon after the effective date of the

registration statement as awards under the plans are exercised and/or vest.

 

 

 

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EXPLANATORY NOTE

This Registration Statement on Form S-8 is being filed for the purpose of registering an additional 1,662,898 shares of the Registrant’s common stock issuable under the following employee benefit plans for which a Registration Statement of the Registrant on Form S-8 (File No. 333-200593) is effective: (i) the 2014 Equity Incentive Award Plan, as a result of the operation of an automatic annual increase provision therein, which added 1,330,319 shares of common stock, and (ii) the 2014 Employee Stock Purchase Plan, as a result of the operation of an automatic annual increase provision therein, which added 332,579 shares of common stock.

INCORPORATION BY REFERENCE OF CONTENTS OF REGISTRATION STATEMENT ON FORM S-8

Pursuant to Instruction E of Form S-8, the contents of the Registration Statement on Form S-8 filed with the Securities and Exchange Commission on November 25, 2014 (File No. 333-200593) is incorporated by reference herein.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-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 April 10, 2015.

 

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 lawful attorney-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 Securities and Exchange Commission, granting unto said attorneys-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 said attorneys-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 of 1933, 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)		April 10, 2015
/s/ Jean-Frédéric Viret, Ph.D. Jean-Frédéric Viret, Ph.D.		Chief Financial Officer (Principal Financial and Accounting Officer)		April 10, 2015
/s/ James I. Healy, M.D., Ph.D. James I. Healy, M.D., Ph.D.		Director		April 10, 2015
/s/ V. Bryan Lawlis, Ph.D. V. Bryan Lawlis, Ph.D.		Director		April 10, 2015
/s/ Christos Richards Christos Richards		Director		April 10, 2015
/s/ Ali J. Satvat Ali J. Satvat		Director		April 10, 2015
/s/ August J. Troendle, M.D. August J. Troendle, M.D.		Director		April 10, 2015
/s/ Mats Wahlström Mats Wahlström		Director		April 10, 2015
/s/ Mary T. Szela Mary T. Szela		Director		April 10, 2015

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Exhibit No.		Description of Exhibits
4.1		Amended and Restated Certificate of Incorporation of Coherus BioSciences, Inc.(1)
4.2		Amended and Restated Bylaws of Coherus BioSciences, Inc.(2)
4.3		Specimen Common Stock Certificate.(3)
4.4		Third Amended and Restated Investor Rights Agreement, dated as of May 9, 2014 by and among Coherus BioSciences, Inc. and certain investors named therein.(4)
5.1		Opinion of Latham & Watkins LLP.
10.1		Coherus BioSciences, Inc. 2014 Equity Incentive Award Plan.(5)
10.2		Form of Stock Option Grant Notice and Stock Option Agreement under the 2014 Equity Incentive Award Plan.(6)
10.3		Form of Restricted Stock Award Grant Notice and Restricted Stock Award Agreement under the 2014 Equity Incentive Award Plan.(7)
10.4		Form of Restricted Stock Unit Award Grant Notice and Restricted Stock Unit Award Agreement under the 2014 Equity Incentive Award Plan.(8)
10.5		Coherus BioSciences, Inc. 2014 Employee Stock Purchase Plan.(9)
23.1		Consent of Latham & Watkins LLP (included in Exhibit 5.1).
23.2		Consent of Independent Registered Accounting Firm.
24.1		Power of Attorney (included in the signature page to this registration statement).

 

 

(1)	Previously filed as Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on November 13, 2014 (File No. 001-36721) and incorporated by reference herein.

(2)	Previously filed as Exhibit 3.2 to the Registrant’s Current Report on Form 8-K filed with the SEC on November 13, 2014 (File No. 001-36721), and incorporated by reference herein.

(3)	Previously filed as Exhibit 4.2 to the Registrant’s Registration Statement on Form S-1, as amended, originally filed with the SEC on September 25, 2014 (File No. 333-198936), and incorporated by reference herein.

(4)	Previously filed as Exhibit 4.3 to the Registrant’s Registration Statement on Form S-1, as amended, originally filed with the SEC on September 25, 2014 (File No. 333-198936), and incorporated by reference herein.

(5)	Previously filed as Exhibit 10.11(a) to the Registrant’s Registration Statement on Form S-1, as amended, originally filed with the SEC on September 25, 2014 (File No. 333-198936), and incorporated by reference herein.

(6)	Previously filed as Exhibit 10.11(b) to the Registrant’s Registration Statement on Form S-1, as amended, originally filed with the SEC on September 25, 2014 (File No. 333-198936), and incorporated by reference herein.

(7)	Previously filed as Exhibit 10.11(c) to the Registrant’s Registration Statement on Form S-1, as amended, originally filed with the SEC on September 25, 2014 (File No. 333-198936), and incorporated by reference herein.

(8)	Previously filed as Exhibit 10.11(d) to the Registrant’s Registration Statement on Form S-1, as amended, originally filed with the SEC on September 25, 2014 (File No. 333-198936), and incorporated by reference herein.

(9)	Previously filed as Exhibit 10.12 to the Registrant’s Registration Statement on Form S-1, as amended, originally filed with the SEC on September 25, 2014 (File No. 333-198936), and incorporated by reference herein.

Exhibit 5.1

 

				140 Scott Drive Menlo Park, California 94025 Tel: +1.650.328.4600 Fax: +1.650.463.2600 www.lw.com
April 10, 2015				FIRM / AFFILIATE OFFICES
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Coherus BioSciences, Inc.

201 Redwood Shores Parkway, Suite 200

Redwood City, CA 94065

 

Re:

Registration Statement on Form S-8; 1,662,898 shares of Common Stock, par value $0.0001 per share

Ladies and Gentlemen:

We have acted as special counsel to Coherus BioSciences, Inc., a Delaware corporation (the “Company”), in connection with the registration by the Company of 1,662,898 shares of Common Stock of the Company, par value $0.0001 per share (the “Shares”), issuable under the Company’s 2014 Equity Incentive Award Plan (the “2014 Plan”) and the 2014 Employee Stock Purchase Plan (the “ESPP,” and together with the 2014 Plan, the “Plans”). The Shares are included in a registration statement on Form S-8 under the Securities Act of 1933, as amended (the “Act”), filed with the Securities and Exchange Commission (the “Commission”) on April 10, 2015 (the “Registration Statement”). This opinion is being furnished in connection with the requirements of Item 601(b)(5) of Regulation S-K under the Act, and no opinion is expressed herein as to any matter pertaining to the contents of the Registration Statement or the related prospectus, other than as expressly stated herein with respect to the issue of the Shares.

As such counsel, we have examined such matters of fact and questions of law as we have considered appropriate for purposes of this letter. With your consent, we have relied upon certificates and other assurances of officers of the Company and others as to factual matters without having independently verified such factual matters. We are opining herein as to the General Corporation Law of the State of Delaware, and we express no opinion with respect to any other laws.

Subject to the foregoing and the other matters set forth herein, it is our opinion that, as of the date hereof, when the Shares shall have been duly registered on the books of the transfer agent and registrar therefor in the name or on behalf of the purchasers, and have been issued by the Company against payment therefor (not less than par value) in the circumstances

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April 10, 2015

Page 2

 

contemplated by the Plans, assuming in each case that the individual issuances, grants or awards under the Plans are duly authorized by all necessary corporate action and duly issued, granted or awarded and exercised in accordance with the requirements of law and the Plans (and the agreements and awards duly adopted thereunder and in accordance therewith), the issue and sale of the Shares will have been duly authorized by all necessary corporate action of the Company, and the Shares will be validly issued, fully paid and nonassessable. In rendering the foregoing opinion, we have assumed that the Company will comply with all applicable notice requirements regarding uncertificated shares provided in the General Corporation Law of the State of Delaware.

This opinion is for your benefit in connection with the Registration Statement and may be relied upon by you and by persons entitled to rely upon it pursuant to the applicable provisions of the Act. We consent to your filing this opinion as an exhibit to the Registration Statement. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission thereunder.

 

Exhibit 23.2

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the Coherus BioSciences, Inc. 2014 Equity Incentive Award Plan and the Coherus BioSciences, Inc. 2014 Employee Stock Purchase Plan of Coherus BioSciences, Inc. of our report dated March 23, 2015, with respect to the consolidated financial statements of Coherus BioSciences, Inc., included in its Annual Report (Form 10-K) for the year ended December 31, 2014, filed with the Securities and Exchange Commission.

/s/ Ernst & Young LLP

Redwood City, California

April 10, 2015