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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): July 30, 2020

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.

Appointment of Kimberly J. Tzoumakas to Board of Directors

On July 30, 2020, upon the recommendation of its Nominating and Corporate Governance Committee (the “Nominating Committee”), the Board of Directors (the “Board”) of Coherus BioSciences, Inc. (the “Company”) increased the size of the Board from eight directors to nine directors and appointed Ms. Kimberly J. Tzoumakas to fill the vacancy created by such increase. Ms. Tzoumakas was appointed as a Class I director, with a term of office expiring at the Company’s 2021 annual meeting of stockholders and until her successor is duly elected and qualified, or until her earlier death, resignation or removal.

Ms. Tzoumakas, age 52, has served as Chief Executive Officer of 21st Century Oncology, a global provider of integrated cancer care services, since January 2018, transitioning from interim Chief Executive Officer to permanent Chief Executive Officer in April 2018. From November 2014 to January 2018, she served as its General Counsel and as a member of its leadership team. From November 2001 to April 2018, Ms. Tzoumakas practiced health care law with Hall Render Killian Heath & Lyman, providing strategic, transactional and governance advice to health care clients throughout the country. While at Hall Render, she was also a long-term managing partner of the firm’s Michigan office and a board member of the firm. She has also served on the Board of Directors of SeaSpine Holdings Corporation, a publicly-held medical technology company, since February 2019.

Ms. Tzoumakas received a B.A. in business administration from Northwood University and a J.D. from the Thomas M. Cooley Law School. Ms. Tzoumakas was selected as a director because of her significant experience and background in the health care sector.

As a non-employee director, Ms. Tzoumakas will receive compensation in accordance with the Company’s director compensation policy, which is described under the heading “Non-Employee Director Compensation” in the Company’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on April 6, 2020. Pursuant to this policy, upon appointment to the Board, Ms. Tzoumakas will receive an annual cash retainer in the amount of $50,000 and an option under the Company’s 2014 Equity Incentive Award Plan to purchase 40,000 shares of the Company’s common stock with an exercise price equal to the closing price of the Company’s common stock on the date of the grant. The option will vest and become exercisable in substantially equal monthly installments over three years, subject to Ms. Tzoumakas’ continued service to the Company through each applicable vesting date.

In accordance with the Company’s customary practice, it is expected that the Company will enter into its standard form of indemnification agreement for directors and officers with Ms. Tzoumakas, which will require the Company to indemnify Ms. Tzoumakas against certain liabilities that may arise as result of her status or service as a director. The description of Ms. Tzoumakas’ indemnification agreement is qualified in its entirety by the full text of the form of indemnification agreement, which is attached to the Company’s Form S-1/A filed with Securities and Exchange Commission on October 24, 2014 as Exhibit 10.13.

There were no arrangements or understandings between Ms. Tzoumakas, and any other person pursuant to which Ms. Tzoumakas was appointed as a member of the Board. There have been no transactions in which Ms. Tzoumakas has an interest that would be reportable under Item 404(a) of Regulation S-K.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit
No.

    

Description

99.1

Press release dated August 3, 2020.

104

Cover Page Interactive Data File (embedded within the Inline XBRL document).

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: August 6, 2020

    

COHERUS BIOSCIENCES, INC.

By:

/s/ Jean-Frédéric Viret

Name:

Jean-Frédéric Viret

Title:

Chief Financial Officer

Exhibit 99.1

Coherus BioSciences Appoints Kimberly Tzoumakas, J.D. to Board of Directors

REDWOOD CITY, Calif., August 3, 2020 – Coherus BioSciences, Inc. (“Coherus”, Nasdaq: CHRS), today announced the appointment of Kimberly Tzoumakas, J.D. to its Board of Directors effective July 30, 2020.

“We are very pleased to welcome Kimberly Tzoumakas to our Board during this exciting period of growth for Coherus,” said Denny Lanfear, Chairman, President and CEO of Coherus. “Ms. Tzoumakas’ executive leadership experience in the health care sector, including in her current role as CEO of GenesisCare, U.S., formerly 21st Century Oncology, a global provider of integrated cancer care services, will be of tremendous value as we deliver on our vision to commercialize six biosimilars by the end of 2025.”

“I am delighted to join Coherus’ Board of Directors at this time. There is an unprecedented opportunity for biosimilars to provide value to the government, patients, providers and payors, a goal I am passionate about,” said Ms. Tzoumakas. “I’m looking forward to working with the entire Coherus team in advancing the Company’s important mission.”

Since January 2018, Ms. Tzoumakas has served as the CEO of 21st Century Oncology, successfully leading the company to its sale to GenesisCare in May, 2020. From November 2014 to January 2018, she served as general counsel and as a member of its leadership team. Prior to 21st Century Oncology, Ms. Tzoumakas practiced health care law with Hall Render Killian Heath & Lyman for many years. While at Hall Render, she was the Managing Partner of the Michigan Office and served as a board member of the firm. Ms. Tzoumakas received a Bachelor’s Degree in Business Administration from Northwood University and a Juris Doctorate from the Thomas M. Cooley Law School.

Ms. Tzoumakas has over 20 years of health care leadership ranging from strategic planning and growth to physician relationships and key strategic partnerships. She has advised boards and provided strategic, transactional and governance advice to health care clients throughout the United States. She has served as a counselor and advisor to several non-profit and for-profit boards over her career.

About Coherus BioSciences, Inc.

Coherus is a leading biosimilar company that develops and commercializes its own high-quality therapeutics as well as those of others seeking capable access to the United States market. 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 and marketing and clinical-regulatory development, Coherus is positioned as a leader in the global biosimilar marketplace. Coherus commercializes UDENYCA® (pegfilgrastim-cbqv) in the United States and has received regulatory approval for UDENYCA® in the European Union. Coherus is advancing late-stage clinical products CHS-1420, a Humira® (adalimumab) biosimilar, Bioeq’s Lucentis® (ranibizumab) biosimilar and Innovent’s Avastin® (bevacizumab) biosimilar towards commercialization, and early-stage clinical products, CHS-2020, an Eylea® (aflibercept) biosimilar, and CHS-131, a small molecule for nonalcoholic steatohepatitis (NASH) and multiple sclerosis. For additional information, please visit www.coherus.com.


Contact

David S. Arrington

Investor Relations & Corporate Affairs

Coherus BioSciences, Inc.

darrington@coherus.com

+1 (650) 395-0196


v3.20.2
Document and Entity Information
Jul. 30, 2020
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 Jul. 30, 2020
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