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What changed 10-K

Item 9A. Controls and Procedures

2022-02-23 compared with 2021-02-25 · 31 added, 37 removed, 175 unchanged (28% of the section changed)

19 unchanged sentences

(the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2021, based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of Coherus BioSciences, Inc.

as of December 31, 2020 and 2019, and the related consolidated statements of operations, comprehensive income (loss), stockholders’ equity (deficit) and cash flows for each of the three years in the period ended December 31, 2020, and the related notes and our report dated February 25, 2021 expressed an unqualified opinion thereon.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2021 and 2020, and the related consolidated statements of operations, comprehensive (loss) income, stockholders’ equity (deficit) and cash flows for each of the three years in the period ended December 31, 2021, and the related notes and our report dated February 23, 2022 expressed an unqualified opinion thereon.

Basis for Opinion

21 unchanged sentences

Not applicable.

Certain information required by Part III is omitted from this Annual Report on From 10-K because the Company will file a Definitive Proxy Statement (the “Proxy Statement”) with the Securities and Exchange Commission within 120 days after the end of our year ended December 31, 2020.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

Not applicable.

Certain information required by Part III is omitted from this Annual Report on From 10-K because the Company will file a Definitive Proxy Statement (the “Proxy Statement”) with the Securities and Exchange Commission within 120 days after the end of our fiscal year ended December 31, 2021.

Directors, Executive Officers and Corporate Governance

The information required by this item is incorporated herein by reference to the Proxy Statement.

The information required by this Item is included in the Proxy Statement to be filed with the SEC within 120 days after the end of our fiscal year ended December 31, 2021, and is incorporated herein by reference.

Executive Compensation

The information required by this item is incorporated herein by reference to the Proxy Statement.

The information required by this Item is included in the Proxy Statement to be filed with the SEC within 120 days after the end of our fiscal year ended December 31, 2021, and is incorporated herein by reference.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

The information required by this item is incorporated herein by reference to the Proxy Statement.

The information required by this Item is included in the Proxy Statement to be filed with the SEC within 120 days after the end of our fiscal year ended December 31, 2021, and is incorporated herein by reference.

Certain Relationships and Related Transactions, and Director Independence

The information required by this item is incorporated herein by reference to the Proxy Statement.

The information required by this Item is included in the Proxy Statement to be filed with the SEC within 120 days after the end of our fiscal year ended December 31, 2021, and is incorporated herein by reference.

Principal Accounting Fees and Services

The information required by this item is incorporated herein by reference to the Proxy Statement.

The information required by this Item is included in the Proxy Statement to be filed with the SEC within 120 days after the end of our fiscal year ended December 31, 2021, and is incorporated herein by reference.

Exhibits and Financial Statement Schedules

13 unchanged sentences

Bank National Association.

License Agreement, effective January 23, 2012, by and between Daiichi Sankyo Company, Limited and BioGenerics, Inc.

Form of certificate representing the 1.5% Convertible Senior Subordinated Notes due 2026.

Distribution Agreement, effective December 26, 2012, by and between Orox Pharmaceuticals B.V.

and Coherus BioSciences, Inc.

Commercial License Agreement, effective April 8, 2011, by and between Selexis SA and BioGenerics, Inc.

Commercial License Agreement, effective June 25, 2012, by and between Selexis SA and Coherus BioSciences, Inc.

Agreement and Plan of Merger, dated January 8, 2014, by and among Coherus BioSciences, Inc., Coherus Intermediate Corp., Coherus Acquisition Corp., InteKrin Therapeutics Inc., and Fortis Advisors LLC.

Standard Industrial/Commercial Multi-tenant Lease-Gross, effective December 5, 2011, by and between Howard California Property Camarillo 5 and BioGenerics, Inc.

12 unchanged sentences

and each of its directors, officers and certain employees.

Incorporated by Reference

Exhibit Description

Master Services Agreement, effective January 23, 2012, by and between Medpace, Inc.

and BioGenerics, Inc.

Incorporated by Reference

Exhibit Description

Task Order Number 13, effective October 18, 2013, by and between Medpace, Inc.

23 unchanged sentences

Convertible Note Purchase Agreement, dated as of February 29, 2016, by and among Coherus Biosciences, Inc., as Issuer, HealthCare Royalty Partners III, L.P., MX II Associates LLC, KMG Capital Partners, LLC and KKR Biosimilar L.P., each as an Investor, and the Guarantors party thereto (including the form of Note attached thereto as Exhibit A).

Incorporated by Reference

Exhibit Description

Amendment to Convertible Note Purchase Agreement, dated as of March 25, 2016, by and among Coherus Biosciences, Inc., the Guarantors party thereto and HealthCare Royalty Partners III, L.P.

1 unchanged sentence

2016 Employment Commencement Incentive Plan.

Incorporated by Reference

Exhibit Description

Form of Stock Option Grant Notice and Stock Option Agreement under the Coherus BioSciences, Inc.

11 unchanged sentences

and Coherus BioSciences, Inc.

Credit Agreement, dated as of January 7, 2019, by and among Coherus Biosciences, Inc.

and affiliates of Healthcare Royalty Partners.

Confidential Litigation Settlement Agreement and Release, dated as of April 30, 2019 between Amgen Inc.

7 unchanged sentences

and Innovent Biologics (Suzhou) Co., Ltd.

Incorporated by Reference

Exhibit Description

Second Amendment to Senior Convertible Note Purchase Agreement, dated April 13, 2020, by and among Coherus Biosciences, Inc., the Guarantors party thereto and HealthCare Royalty Partners III, L.P.

First Amendment to Credit Agreement, dated as of April 13, 2020, by and among Coherus Biosciences, Inc.

and affiliates of Healthcare Royalty Partners.

Form of Confirmation for Base Capped Call Transactions under the Indenture.

Separation Agreement, dated as of August 23, 2019, by and between Coherus BioSciences, Inc.

and Darlene Horton.

Exclusive License and Commercialization Agreement, dated February 1, 2021, by and between Coherus Biosciences, Inc.

and Shanghai Junshi Biosciences, Co.

Stock Purchase Agreement, dated February 1, 2021, by and between the Coherus Biosciences, Inc.

and Shanghai Junshi Biosciences, Co.

Loan Agreement dated as of January 5, 2022 among Coherus BioSciences, Inc., the Guarantors, the Collateral Agent and the Lenders party thereto.

Letter Agreement, dated January 9, 2022, between Coherus BioSciences, Inc.

and Shanghai Junshi Biosciences, Co., Ltd.

Consent of Independent Registered Public Accounting Firm.

Power of Attorney (included in the signature page to this Form 10-K).

Incorporated by Reference

Exhibit Description

Certification of Principal Executive Officer Required Under Rule 13a-14(a) and 15d-14(a) of the Securities Exchange Act of 1934, as amended .

7 unchanged sentences

Inline XBRL Taxonomy Extension Presentation Linkbase Document

The cover page from the Company’s Annual Report on Form 10-K for the year ended December 31, 2020 has been formatted in Inline XBRL.

Incorporated by Reference

Exhibit Description

Cover page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101)

Portions of this exhibit (indicated by asterisks) have been omitted pursuant to a request for confidential treatment and this exhibit has been filed separately with the SEC.

11 unchanged sentences

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Dennis M.

Lanfear and Jean-Frédéric Viret, his attorneys-in-fact, for him or her in any and all capacities, to sign any amendments to this Annual Report on Form 10-K, and to file the same, with exhibits thereto and other documents in connection therewith, with the U.S.

Lanfear and McDavid Stilwell, his attorneys-in-fact, for him or her in any and all capacities, to sign any amendments to this Annual Report on Form 10-K, and to file the same, with exhibits thereto and other documents in connection therewith, with the U.S.

Securities and Exchange Commission, hereby ratifying and confirming all that said attorney-in-fact, or his substitute, may do or cause to be done by virtue thereof.

4 unchanged sentences

February 23, 2022

/s/ Jean-Frédéric Viret, Ph.D.

Jean-Frédéric Viret, Ph.D.

/s/ McDavid Stilwell

McDavid Stilwell

Chief Financial Officer

1 unchanged sentence

February 23, 2022

Healy, M.D., Ph.D.

Healy, M.D., Ph.D.

February 25, 2021

Bryan Lawlis, Ph.D.

Bryan Lawlis, Ph.D.

February 25, 2021

/s/ Samuel R.

Nussbaum, M.D.

February 25, 2021

February 25, 2021

/s/ Lee Nisley Newcomer

Lee Nisley Newcomer

February 23, 2022

7 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.