UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 16, 2017
COHERUS BIOSCIENCES, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 001-36721 | 27-3615821 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification Number) |
333 Twin Dolphin Drive, Suite 600
Redwood City, CA 94065
(Address of principal executive offices, including Zip Code)
Registrant’s telephone number, including area code: (650) 649-3530
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
Coherus BioSciences, Inc. (the “Company”) held its 2017 Annual Meeting of Stockholders (the “Annual Meeting”) on May 17, 2017. On the March 24, 2017 record date, there were 51,288,027 shares of the Company’s common stock outstanding with each such share being entitled to one vote per share.
At the Annual Meeting, 38,482,506 shares of the Company’s common stock were voted in person or by proxy for the three proposals set forth below, each of which is described in the Company’s Definitive Proxy Statement on Schedule 14A filed with the U.S. Securities and Exchange Commission on April 6, 2017.
Proposal 1. The Company’s stockholders elected the Class III director nominees below to the Company’s Board of Directors to hold office until the 2020 Annual Meeting of Stockholders or until their successors are elected.
| NOMINEE |
FOR | WITHHELD | BROKER NON- VOTES |
|||||||||
| Dennis M. Lanfear |
29,394,566 | 4,274,509 | 4,813,431 | |||||||||
| Mats Wahlström |
30,997,672 | 2,671,403 | 4,813,431 | |||||||||
| James I. Healy M.D., Ph.D. |
29,576,962 | 4,092,113 | 4,813,431 | |||||||||
Proposal 2. The Company’s stockholders ratified the selection of Ernst & Young LLP as the independent registered public accounting firm of the Company for its fiscal year ending December 31, 2017.
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTES | |||
| 38,348,408 |
132,066 | 2,032 | 0 |
Proposal 3. A non-binding advisory resolution to approve our executive compensation (a “Say on Pay” vote).
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTES | |||
| 32,248,360 |
1,417,033 | 3,682 | 4,813,431 |
| Item 8.01 | Other Events |
On May 16, 2017, the Company issued a press release reporting that the Patent Trial and Appeal Board of the U.S. Patent and Trademark Office ruled in favor of Coherus’ petitions for Inter Partes Review of AbbVie’s U.S. Patent 8,889,135. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference into this Item 8.01.
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits. |
| Exhibit |
Description | |
| 99.1 | Press release dated May 16, 2017. | |
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: May 19, 2017 | COHERUS BIOSCIENCES, INC. | |||||
| By: | /s/ Jean-Frédéric Viret | |||||
| Name: | Jean-Frédéric Viret | |||||
| Title: | Chief Financial Officer | |||||
EXHIBIT INDEX
| Exhibit |
Description | |
| 99.1 | Press release dated May 16, 2017. | |
Exhibit 99.1
Coherus BioSciences Prevails in ‘135 IPR Decision
Patent Trial and Appeal Board Invalidates
AbbVie U.S. Patent 8,889,135
REDWOOD CITY, Calif., May 16, 2017 — Coherus BioSciences, Inc. (Nasdaq: CHRS), today announced that the Patent Trial and Appeal Board (“PTAB”) of the U.S. Patent and Trademark Office ruled in favor of Coherus’ petitions for Inter Partes Review (“IPR”) of AbbVie’s U.S. Patent 8,889,135 (the ‘135 Patent). The PTAB’s decision invalidates all claims of the patent that were directed to a method for treating rheumatoid arthritis by administering 40 mg of HUMIRA® subcutaneously every 13 to 15 days.
“We are pleased that the PTAB has decided to invalidate all claims of the ‘135 patent,” said Denny Lanfear, President and Chief Executive Officer of Coherus. “While more remains to be done, this is a significant step forward to lowering drug costs for patients and healthcare providers in the U.S. system. This case unmistakably demonstrates the value of the Inter Partes Review process and the need to preserve the IPR process to enable review of patents that may inappropriately extend market exclusivity and prevent needed competition. We believe this successful outcome validates Coherus’ leadership in biosimilar intellectual property and the effectiveness of our platform. We will continue to aggressively press forward with the development and commercialization of our CHS-1420 adalimumab biosimilar consistent with our corporate strategy.”
About Coherus BioSciences, Inc.
Coherus is a leading pure-play, global biosimilar company that develops and commercializes high-quality therapeutics for major regulated markets. Biosimilars are intended for use in place of existing, branded biologics to treat a range of chronic and often life-threatening diseases, with the potential to reduce costs and expand patient access. Composed of a team of proven industry veterans with world-class expertise in process science, analytical characterization, protein production, sales & marketing and clinical-regulatory development, Coherus is positioned as a leader in the global biosimilar marketplace. Coherus is advancing three late-stage clinical products towards commercialization, CHS-1701 (pegfilgrastim biosimilar), CHS-0214 (etanercept biosimilar) and CHS-1420 (adalimumab biosimilar), as well as developing a robust pipeline of future products in four therapeutic areas, oncology, immunology (anti-TNF), ophthalmology and multiple sclerosis. For additional information, please visit www.coherus.com.
Forward-Looking Statements
Except for the historical information contained herein, the matters set forth in this press release, including statements regarding Coherus’ plans, potential opportunities, expectations, objectives, strategies, product pipeline and product development are forward-looking statements within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995, including Coherus’ ability to develop and commercialize CHS-1420. Such forward-looking statements involve substantial risks and uncertainties that could cause our clinical development programs, future results, performance or achievements to differ significantly from those expressed or implied by the forward-looking statements. Such risks and uncertainties include, among others, the uncertainties inherent in the clinical drug development process, including the regulatory approval process, the timing of our regulatory filings and other matters that could affect the availability or commercial potential of our biosimilar drug candidates, as well as possible patent litigation. Coherus undertakes no obligation to
update or revise any forward-looking statements. For a further description of the 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 quarter ended March 31, 2017, filed with the Securities and Exchange Commission on May 8, 2017 and its future periodic reports to be filed with the Securities and Exchange Commission.
HUMIRA® is a registered trademark of AbbVie Biotechnology, Ltd.
CONTACT:
Patrick O’Brien
Senior Vice President, Investor Relations
Coherus BioSciences, Inc.
pobrien@coherus.com
+1 (650) 649-3527