As filed with the Securities and Exchange Commission on November 8, 2019
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) |
333 Twin Dolphin Drive, Suite 600
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. 2016 Employment Commencement Incentive Plan
(Full Title of the Plan)
Dennis M. Lanfear
President and Chief Executive Officer
Coherus BioSciences, Inc.
333 Twin Dolphin Drive, Suite 600
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.
Benjamin A. Potter, 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, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☐ | Accelerated filer | ☒ | |||
| Non-accelerated filer | ☐ | Smaller reporting company | ☐ | |||
| 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 7(a)(2)(B) of the Securities Act. ☐
CALCULATION OF REGISTRATION FEE
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| Title of securities to be registered |
Amount to be registered(1) |
Proposed maximum offering price per share |
Proposed maximum |
Amount of registration fee | ||||
| Common stock, par value $0.0001 per share |
500,000(2) | $16.10(3) | $8,050,000 | $1,044.89 | ||||
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| (1) | Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this registration statement (this “Registration Statement”) shall also cover any additional shares of common stock, par value $0.0001 per share, of Coherus BioSciences, Inc. (“Common Stock”) which become issuable under the Coherus BioSciences, Inc. 2016 Employment Commencement Incentive Plan (the “Inducement Plan”) by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without the receipt of consideration which results in an increase in the number of shares of the Registrant’s outstanding Common Stock. |
| (2) | Represents the additional shares of common stock available for future issuance under the Registrant’s Inducement Plan resulting from an amendment adopted by the Registrant’s Board of Directors as of November 7, 2019. |
| (3) | The proposed maximum offering price per share has been estimated in accordance with Rules 457(c) and (h) under the Securities Act solely for the purpose of calculating the registration fee. The computation is based upon the average of the high and low prices of the Registrant’s Common Stock as reported on the Nasdaq Stock Market on November 5, 2019. |
Proposed sales to take place as soon after the effective date of the Registration Statement
as awards under the above-named plan are granted, exercised and/or vest.
REGISTRATION OF ADDITIONAL SECURITIES
Coherus BioSciences, Inc. (the “Company”) filed with the Securities and Exchange Commission a Registration Statement on Form S-8 (File No. 333-213077) on August 11, 2016 relating to shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), to be offered and sold under the Inducement Plan and the contents of the Registration Statements on Form S-8 filed with the securities and Exchange Commission on August 11, 2016 (File No. 333-213077), June 14, 2018 (File No. 333-225616), November 8, 2018 (File No. 333-228274), February 1, 2019 (File No. 333-229479) and May 9, 2019 (File No. 333-231329) are incorporated by reference in this Registration Statement. The Company is hereby registering an additional 500,000 shares of Common Stock issuable under the Inducement Plan, none of which have been issued as of the date of this Registration Statement.
Item 8. Exhibits.
Reference is made under this Item 8 to the exhibit index included in this Registration Statement.
INDEX TO EXHIBITS
| # | Indicates management contract or compensatory plan. |
Pursuant to the requirements of the Securities Act, 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 November 8, 2019.
| COHERUS BIOSCIENCES, INC. | ||
| By: | /s/ Dennis M. Lanfear | |
| Dennis M. Lanfear | ||
| President and Chief Executive Officer | ||
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 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, 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) |
November 8, 2019 | ||
| /s/ Jean-Frédéric Viret, Ph.D. Jean-Frédéric Viret, Ph.D. |
Chief Financial Officer (Principal Financial and Accounting Officer) |
November 8, 2019 | ||
| /s/ James I. Healy, M.D., Ph.D. James I. Healy, M.D., Ph.D. |
Director | November 8, 2019 | ||
| /s/ V. Bryan Lawlis, Ph.D. V. Bryan Lawlis, Ph.D. |
Director | November 8, 2019 | ||
| /s/ Samuel R. Nussbaum, M.D. Samuel R. Nussbaum, M.D. |
Director | November 8, 2019 | ||
| /s/ Christos Richards Christos Richards |
Director | November 8, 2019 | ||
| /s/ Ali J. Satvat Ali J. Satvat |
Director | November 8, 2019 | ||
| /s/ Mary T. Szela Mary T. Szela |
Director | November 8, 2019 | ||
| /s/ Mats Wahlström Mats Wahlström |
Director | November 8, 2019 | ||
Exhibit 5.1
| 140 Scott Drive | ||||||||||
| Menlo Park, California 94025 | ||||||||||
| Tel: +1.650.328.4600 Fax: +1.650.463.2600 | ||||||||||
| www.lw.com | ||||||||||
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FIRM / AFFILIATE OFFICES | |||||||||
| Beijing | Moscow | |||||||||
| Boston | Munich | |||||||||
| Brussels | New York | |||||||||
| Century City | Orange County | |||||||||
| Chicago | Paris | |||||||||
| Dubai | Riyadh | |||||||||
| November 8, 2019 | Düsseldorf | San Diego | ||||||||
| Frankfurt | San Francisco | |||||||||
| Hamburg | Seoul | |||||||||
| Hong Kong | Shanghai | |||||||||
| Houston | Silicon Valley | |||||||||
| London | Singapore | |||||||||
| Los Angeles | Tokyo | |||||||||
| Madrid | Washington, D.C. | |||||||||
| Milan | ||||||||||
Coherus BioSciences, Inc.
333 Twin Dolphin Drive, Suite 600
Redwood City, CA 94065
| Re: | Registration Statement on Form S-8; 500,000 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 500,000 shares of Common Stock of the Company, par value $0.0001 per share (the “Shares”), issuable under the Company’s 2016 Employment Commencement Incentive Plan (as amended, the “Inducement Plan”). 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 November 8, 2019 (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.
November 8, 2019
Page 2
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 contemplated by the Inducement Plan, assuming in each case that the individual issuances, grants or awards under the Inducement Plan 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 Inducement Plan (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.
| Very truly yours, |
| /s/ Latham & Watkins LLP |
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 registration of 500,000 shares of common stock for issuance under the 2016 Employment Commencement Incentive Plan of Coherus BioSciences Inc. of our reports dated February 28, 2019, with respect to the consolidated financial statements of Coherus BioSciences, Inc. and the effectiveness of internal control over financial reporting of Coherus BioSciences, Inc., included in its Annual Report (Form 10-K) for the year ended December 31, 2018, filed with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
Redwood City, California
November 8, 2019