8-K

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): February 8, 2021

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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.0001 par value per share	CHRS	The Nasdaq Global Market

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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On February 12, 2021, Coherus BioSciences, Inc. (the “Company”) announced the appointment of McDavid Stilwell as the Company’s Chief Financial Officer, effective as of March 8, 2021.

Mr. Stilwell previously served as the Company’s Executive Vice President, Corporate Development, Investor Relations, and Financial Strategy since October 2020. Previously, he was Senior Vice President, Communications and Investor Relations at Sangamo Therapeutics. Prior to joining Sangamo Mr. Stilwell served as Vice President, Corporate Communications, Investor Relations & Business Development at Orexigen Therapeutics, Inc., and, from 2005 to 2012, as Director, Business Development, Corporate Communications and Financial Analysis at GTx, Inc. Earlier, Mr. Stilwell worked for five years as Senior Investment Analyst for Shadwell Capital, a hedge fund. Mr. Stilwell received a B.A. from St. John’s College, Annapolis, Maryland, and a M.B.A. from Harvard Business School.

There are currently no arrangements or understandings between Mr. Stilwell and any other person pursuant to which Mr. Stilwell was selected as an executive officer. There are no family relationships between Mr. Stilwell and any director or other executive officer of the Company, or with any person nominated or chosen to become an officer or a director of the Company. The Company has had no transactions since the beginning of its last fiscal year, and has no transactions currently proposed, in which Mr. Stilwell, or any member of his immediate family, has an interest requiring disclosure under Item 404(a) of Regulation S-K.

In connection with Mr. Stilwell’s appointment as Chief Financial Officer, the Company anticipates entering into a new arrangement with Mr. Stilwell to reflect his appointment. In addition, the Company will enter into an indemnification agreement with Mr. Stilwell (the “Indemnification Agreement”) in accordance with the Company’s standard practice and pursuant to the form previously approved by the Company’s board of directors and its stockholders. The Indemnification Agreement, among other things, requires the Company to indemnify Mr. Stilwell to the fullest extent permitted by Delaware law, including indemnification of expenses such as attorneys’ fees, judgments, penalties, fines and settlement amounts incurred by the executive officer in any action or proceeding, including any action or proceeding by or in right of us, arising out of the person’s services as an executive officer. The foregoing description of the Indemnification Agreement is a summary of the material terms of such agreement and is qualified in its entirety by reference to the Indemnification Agreement, which was filed as Exhibit 10.13 to the Company’s Registration Statement on Form S-1/A on October 24, 2014 and is incorporated by reference herein.

Mr. Stilwell succeeds Jean-Frédéric Viret, Ph.D., who notified the Company on February 8, 2021 of his resignation as Chief Financial Officer and from his employment with the Company, in each case to be effective on March 7, 2021, in order to pursue a new opportunity. Dr. Viret’s resignation is not due to any disagreement with the Company on any matter relating to the Company’s operations, financial statements, internal controls, auditors, policies or practices.

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: February 12, 2021	COHERUS BIOSCIENCES, INC.
	By:	/s/ Dennis M. Lanfear
	Name:	Dennis M. Lanfear
	Title:	Chairman, President and Chief Executive Officer

XML

Document and Entity Information	Feb. 08, 2021
Document and Entity Information
Entity Registrant Name	COHERUS BIOSCIENCES, INC.
Document Type	8-K
Entity File Number	001-36721
Entity Tax Identification Number	27-3615821
Document Period End Date	Feb. 08, 2021
Entity Address, Address Line One	333 Twin Dolphin Drive,
Entity Address, Address Line Two	Suite 600
Entity Address, Postal Zip Code	94065
City Area Code	650
Local Phone Number	649-3530
Written Communications	false
Soliciting Material	false
Pre-commencement Issuer Tender Offer	false
Pre-commencement Tender Offer	false
Amendment Flag	false
Title of 12(b) Security	Common Stock, $0.0001 par value per share
Trading Symbol	CHRS
Security Exchange Name	NASDAQ
Entity Incorporation, State or Country Code	DE
Entity Address, City or Town	Redwood City,
Entity Address, State or Province	CA
Entity Emerging Growth Company	false
Entity Central Index Key	0001512762