Coherus BioSciences Inc. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Other Events, Financial Statements and Exhibits
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Introductory Note
As previously announced, on December 2, 2024, Coherus BioSciences, Inc., a Delaware corporation (the “Company”), entered into an Asset Purchase Agreement (the “UDENYCA Purchase Agreement”), by and between the Company and Intas Pharmaceuticals Ltd., a limited company incorporated in India (“Intas”). Pursuant to the terms and subject to the conditions set forth in the UDENYCA Purchase Agreement, the Company agreed to divest its UDENYCA® (pegfilgrastim-cbqv) franchise to Intas (the “Transaction”).
Item 1.01.Entry into a Material Definitive Agreement.
On March 31, 2025, in connection with the privately negotiated repurchase transactions described in Item 8.01 below, the Company and U.S. Bank Trust Company, National Association, as successor in interest to U.S. Bank National Association, as trustee (the “Trustee”), entered into a first supplemental indenture, dated as of March 31, 2025 (the “Supplemental Indenture”) to the Indenture, dated April 17, 2020 (the “Indenture”), governing the Company’s 1.500% Convertible Senior Subordinated Notes due 2026 (the “Convertible Notes”), with respect to certain amendments (the “Amendments”) to the Indenture. On March 31, 2025, the Company received consents to the Amendments from eligible holders as of the relevant record date in respect of a majority of the aggregate principal amount of the Convertible Notes then outstanding, determined in accordance with the Indenture. The Amendments modify the Indenture to permit the Transaction.
The foregoing description of the Supplemental Indenture is a summary and is qualified in its entirety by reference to the Supplemental Indenture, a copy of which is attached hereto as Exhibit 4.1 and is incorporated by reference into this Item 1.01.
Item 8.01Other Events.
On April 1, 2025, the Company issued a press release (the “Press Release”) announcing that it had entered into privately negotiated transactions (the “Repurchases”) with certain holders of its Convertible Notes, pursuant to which the Company agreed to repurchase approximately $170 million aggregate principal amount of the Convertible Notes from such holders at a cash repurchase price equal to 100% of their principal amount, together with the accrued and unpaid interest to, but excluding, the date of repurchase. The Repurchases are conditioned upon, among other things, the closing of the Transaction. Following the closing of the Repurchases, approximately $60 million aggregate principal amount of Convertible Notes will remain outstanding. Following the closing of the Transaction, Coherus intends to conduct a repurchase offer for such remaining Convertible Notes pursuant to the Fundamental Change Repurchase Right (as defined in the Indenture) at a cash repurchase price equal to 100% of their principal amount, together with the accrued and unpaid interest to, but excluding, the date of repurchase.
A copy of the Press Release is attached as Exhibit 99.1 to this Current Report on Form 8-K.
This Current Report on Form 8-K does not constitute an offer to sell, or a solicitation of an offer to buy, any security and will not constitute an offer, solicitation, or sale in any jurisdiction in which such offering would be unlawful.
Item 9.01Financial Statements and Exhibits.
(d) Exhibits
The following exhibits are filed as part of this report:
Exhibit | Description |
4.1 | |
99.1 | |
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: April 1, 2025 |
| COHERUS BIOSCIENCES, INC. | |
By: | /s/ Dennis M. Lanfear | ||
Name: | Dennis M. Lanfear | ||
Title: | Chief Executive Officer | ||