S-8 1 d238153ds8.htm REGISTRATION STATEMENT ON FORM S-8 Registration Statement on Form S-8

Registration No. 333-            

As filed with the Securities and Exchange Commission on January 12, 2022

 

 

 

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. 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.

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:

 

Benjamin A. Potter, Esq.

Phillip S. Stoup, Esq.

Latham & Watkins LLP

140 Scott Drive,

Menlo Park, CA 94025

(650) 328-4600

  

McDavid Stilwell

Chief Financial Officer

333 Twin Dolphin Drive, Suite 600

Redwood City, CA 94065

(650) 649-3530

 

 

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 13(a) of the Exchange Act.  ☐

 

 

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

   3,077,203(2)   $14.51(3)   $44,650,215.53   $4,139.07

Common Stock, par value $0.0001 per share

   769,300(4)   $14.51(5)   $11,162,543.00   $1,034.77

Total

   3,846,503       $55,812,758.53   $5,173.84

 

 

 

(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, 2022.

(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 Market on January 10, 2022, which was $14.51.

(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, 2022.

(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 Market on January 10, 2022, which was $14.51.

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.

 

 

 

EXPLANATORY NOTE

This Registration Statement on Form S-8 is being filed for the purpose of registering an additional 3,846,503 shares of the Registrant’s common stock issuable under the following employee benefit plans for which Registration Statements of the Registrant on Form S-8 (File Nos. 333-200593, 333-203356, 333-209936, 333-216679, 333-222700, 333-229480, 333-236068 and 333-251876) are effective: (i) the 2014 Equity Incentive Award Plan, as a result of the operation of an automatic annual increase provision therein, which added 3,077,203 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 769,300 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 Statements on Form  S-8 filed with the Securities and Exchange Commission on November 25, 2014 (File No.  333-200593), April 10, 2015 (File No.  333-203356), March 4, 2016 (File No.  333-209936), March 14, 2017 (File No.  333-216679), January 25, 2018 (File No.  333-222700), February 1, 2019 (File No.  333-229480), January 24, 2020 (File No.  333-236068) and January 4, 2021 (File No. 333-251876) are incorporated by reference herein.

EXHIBIT INDEX

 

         Incorporated by Reference         

Exhibit
Number

  

Description

    Form      Exhibit     Date Filed      Filed
Herewith		  
  4.1   Amended and Restated Certificate of Incorporation of Coherus BioSciences, Inc.      8-K        3.1       11/13/2014     
  4.2   Amended and Restated Bylaws of Coherus BioSciences, Inc.      8-K        3.1       11/18/2020     
  4.3   Specimen Common Stock Certificate.      S-1/A        4.2       10/24/2014     
  5.1   Opinion of Latham & Watkins LLP.              X  
23.1   Consent of Latham & Watkins LLP (included in Exhibit 5.1).              X  
23.2   Consent of Independent Registered Public Accounting Firm.              X  
24.1   Power of Attorney (included in the signature page to this registration statement).              X  
99.1(a)#   Coherus BioSciences, Inc. 2014 Equity Incentive Award Plan.      S-1/A        10.11       10/24/2014     
99.1(b)#   Form of Stock Option Grant Notice and Stock Option Agreement under the 2014 Equity Incentive Award Plan.      S-1/A        10.11 (b)      11/4/2014     
99.1(c)#   Form  of Restricted Stock Award Grant Notice and Restricted Stock Award Agreement under the 2014 Equity Incentive Award Plan.      S-1/A        10.11 (c)      11/4/2014     
99.1(d)#   Form  of Restricted Stock Unit Award Grant Notice and Restricted Stock Unit Award Agreement under the 2014 Equity Incentive Award Plan.      S-1/A        10.11 (d)      11/4/2014     
99.2#   Coherus BioSciences, Inc. 2014 Employee Stock Purchase Plan.      S-1/A        10.12       10/24/2014     

 

#

Indicates management contract or compensatory plan.

SIGNATURES

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 January 12, 2022.

 

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 McDavid Stilwell, 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)		   January 12, 2022

/s/ McDavid Stilwell

McDavid Stilwell

    Chief Financial Officer (Principal Financial
and Accounting Officer)		   January 12, 2022

/s/ James I. Healy, M.D., Ph.D.

James I. Healy, M.D., Ph.D.

   

Director

   January 12, 2022

/s/ Ali J. Satvat

Ali J. Satvat

    Director   January 12, 2022

/s/ Mark D. Stolper

Mark D. Stolper

    Director   January 12, 2022

/s/ Kimberly J. Tzoumakas

Kimberly J. Tzoumakas

    Director   January 12, 2022

/s/ Mats Wahlström

Mats Wahlström

    Director   January 12, 2022