Coherus BioSciences Inc. filed SEC Form 8-K: Results of Operations and Financial Condition, Leadership Update, Financial Statements and Exhibits
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Item 2.02 Results of Operations and Financial Conditions.
On August 8, 2024, Coherus BioSciences, Inc. (the “Company”) issued a press release regarding its financial results for the fiscal quarter ended June 30, 2024. The full text of the press release is furnished as Exhibit 99.1 to this Form 8-K.
This information in this Item 2.02 of this Form 8-K and the Exhibit 99.1 attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On August 7, 2024, the Company’s board of directors appointed Bryan McMichael, age 46, the Company’s current Interim Chief Financial Officer, Executive Vice President, Accounting, Corporate Controller, to serve as the Company’s Chief Financial Officer effective August 1, 2024. Mr. McMichael will continue to serve as the Company’s Principal Financial Officer and Principal Accounting Officer. Mr. McMichael previously served as the Company’s Interim Chief Financial Officer and Principal Financial Officer since December 2023. In addition, Mr. McMichael previously served as the Company’s Executive Vice President, Accounting, Corporate Controller and Principal Accounting Officer, since March 2023 and served as Senior Vice President, Accounting, Corporate Controller and Principal Accounting Officer since September 2022. Starting March 2021, Mr. McMichael held the role of Senior Vice President, Accounting and Corporate Controller at the Company. Prior to joining the Company, Mr. McMichael worked for Gilead Sciences, Inc. from May 2016 to March 2021 and most recently held the position of Executive Director, Assistant Controller. Immediately prior to joining Gilead Sciences, Inc., Mr. McMichael served in various roles at NetApp, Inc. and PricewaterhouseCoopers LLP in the United States and in Europe. Mr. McMichael is a Certified Public Accountant and holds a Bachelor of Science degree in Business Administration from San Diego State University.
There are currently no arrangements or understandings between Mr. McMichael and any other person pursuant to which Mr. McMichael was selected as an executive officer. There are no family relationships between Mr. McMichael 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. McMichael, or any member of his immediate family, has an interest requiring disclosure under Item 404(a) of Regulation S-K.
In connection with Mr. McMichael’s appointment as Chief Financial Officer, he was granted a stock option award to purchase 75,000 shares of the Company’s common stock, with an exercise price equal to the closing price of the Company’s common stock as reported on the date of grant made pursuant to the Company’s amended and restated 2014 Equity Incentive Award Plan. In connection with the promotion, Mr. McMichael’s base salary was increased to $476,157.06 and his target discretionary bonus threshold was increased to 50% of his base salary.
In connection with his previous appointment as Principal Accounting Officer, the Company entered into an indemnification agreement with Mr. McMichael (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. McMichael 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 full text of the form of 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.
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 8, 2024 |
| COHERUS BIOSCIENCES, INC. | |
By: | /s/ Dennis M. Lanfear | ||
Name: | Dennis M. Lanfear | ||
Title: | Chief Executive Officer | ||