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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 5/09/16 Coherus BioSciences, Inc. 10-Q 3/31/16 64:5.6M ActiveDisclosure/FA |
Document/Exhibit Description Pages Size
1: 10-Q Quarterly Report HTML 707K
2: EX-10.2 Material Contract HTML 33K
3: EX-31.1 Certification -- §302 - SOA'02 HTML 28K
4: EX-31.2 Certification -- §302 - SOA'02 HTML 28K
5: EX-32.1 Certification -- §906 - SOA'02 HTML 25K
12: R1 Document and Entity Information HTML 41K
13: R2 Condensed Consolidated Balance Sheets HTML 124K
14: R3 Condensed Consolidated Balance Sheets HTML 27K
(Parenthetical)
15: R4 Condensed Consolidated Statements of Operations HTML 56K
16: R5 Condensed Consolidated Statements of Operations HTML 27K
(Parenthetical)
17: R6 Condensed Consolidated Statements of Comprehensive HTML 38K
Loss
18: R7 Condensed Consolidated Statements of Cash Flows HTML 104K
19: R8 Organization and Operations HTML 34K
20: R9 Basis of Presentation and Summary of Significant HTML 77K
Accounting Policies
21: R10 Fair Value Measurements HTML 135K
22: R11 Balance Sheet Components HTML 100K
23: R12 Collaboration and License Agreements HTML 58K
24: R13 Convertible Notes HTML 109K
25: R14 Commitments and Contingencies HTML 28K
26: R15 Stock-Based Compensation HTML 43K
27: R16 Net Loss Per Share Attributable to Coherus HTML 72K
28: R17 Related Party Transactions HTML 31K
29: R18 Subsequent Event HTML 24K
30: R19 Basis of Presentation and Summary of Significant HTML 97K
Accounting Policies (Policies)
31: R20 Basis of Presentation and Summary of Significant HTML 50K
Accounting Policies (Tables)
32: R21 Fair Value Measurements (Tables) HTML 128K
33: R22 Balance Sheet Components (Tables) HTML 103K
34: R23 Collaboration and License Agreements (Tables) HTML 40K
35: R24 Convertible Notes (Tables) HTML 102K
36: R25 Stock-Based Compensation (Tables) HTML 43K
37: R26 Net Loss Per Share Attributable to Coherus HTML 73K
(Tables)
38: R27 Organization and Operations - Additional HTML 40K
Information (Details)
39: R28 Basis of Presentation and Summary of Significant HTML 36K
Accounting Policies - Additional Information
(Details)
40: R29 Basis of Presentation and Summary of Significant HTML 28K
Accounting Policies - Summary of Revenue by
Geographical Region (Details)
41: R30 Basis of Presentation and Summary of Significant HTML 28K
Accounting Policies - Summary of Customers Revenue
Accounted for 10% or More of Total Revenue
(Details)
42: R31 Fair Value Measurements - Additional Information HTML 52K
(Details)
43: R32 Fair Value Measurements - Financial Assets and HTML 40K
Liabilities Measured on a Recurring Basis
(Details)
44: R33 Fair Value Measurements - Summary of Changes in HTML 28K
the Estimated Fair Value of Contingent
Consideration (Details)
45: R34 Balance Sheet Components - Schedule of Prepaid HTML 31K
Assets (Details)
46: R35 Balance Sheet Components - Schedule of Property HTML 38K
and Equipment, Net (Details)
47: R36 Balance Sheet Components - Additional Information HTML 24K
(Details)
48: R37 Balance Sheet Components - Schedule of Accrued HTML 38K
Liabilities (Details)
49: R38 Collaboration and License Agreements - Schedule of HTML 29K
Revenue Related to Collaboration and License
Agreements (Details)
50: R39 Collaboration and License Agreements - Additional HTML 80K
Information (Details)
51: R40 Convertible Notes - Additional Information HTML 80K
(Details)
52: R41 Convertible Notes - Components of Convertible HTML 43K
Notes (Details)
53: R42 Convertible Notes - Components of Interest Expense HTML 40K
(Details)
54: R43 Convertible Notes - Schedule of Future Payments on HTML 52K
the Convertible Notes (Details)
55: R44 Commitments and Contingencies - Additional HTML 29K
Information (Details)
56: R45 Stock-Based Compensation - Additional Information HTML 28K
(Details)
57: R46 Stock-Based Compensation - Schedule of Stock-Based HTML 30K
Compensation Expense Related to Options (Details)
58: R47 Net Loss Per Share Attributable to Coherus - HTML 37K
Computation of Basic and Diluted Net Loss Per
Share Attributable to Coherus (Details)
59: R48 Net Loss Per Share Attributable to Coherus - HTML 30K
Outstanding Potentially Dilutive Securities
Excluded from Calculation of Diluted Net Loss Per
Share (Details)
60: R49 Related Party Transactions - Additional HTML 54K
Information (Details)
61: R50 Subsequent Event - Additional Information HTML 24K
(Details)
63: XML IDEA XML File -- Filing Summary XML 115K
62: EXCEL IDEA Workbook of Financial Reports XLSX 61K
6: EX-101.INS XBRL Instance -- chrs-20160331 XML 1.33M
8: EX-101.CAL XBRL Calculations -- chrs-20160331_cal XML 155K
9: EX-101.DEF XBRL Definitions -- chrs-20160331_def XML 473K
10: EX-101.LAB XBRL Labels -- chrs-20160331_lab XML 809K
11: EX-101.PRE XBRL Presentations -- chrs-20160331_pre XML 687K
7: EX-101.SCH XBRL Schema -- chrs-20160331 XSD 129K
64: ZIP XBRL Zipped Folder -- 0001564590-16-018615-xbrl Zip 113K
Exhibit 10.2
Amendment
Dated as of March 25, 2016
to
Senior Convertible Note Purchase Agreement
Reference is made to that certain Senior Convertible Note Purchase Agreement (the “Agreement”), dated as of February 29, 2016, among Coherus BioSciences, Inc., a Delaware corporation (the “Company”), the Guarantors named therein and the Investors named therein, and the 8.2% Senior Convertible Notes due 2022 (the “Notes”) issued pursuant to the Agreement. Capitalized terms used in this Amendment without definition have the respective meanings given to them in the Agreement.
WHEREAS, the HCR Investor is the registered Holder of a Note (Certificate No. A-1) having an aggregate principal amount of $75,000,000, which represents a majority in aggregate principal amount of the outstanding Notes;
WHEREAS, pursuant to Section 3.05 of the Agreement, the HCR Investor has requested that the Company register the transfer of (i) $5,246,835.75 aggregate principal amount of such Note to HCRP Overflow Fund, L.P., Series A; (ii) $19,753,164.25 aggregate principal amount of such Note to HCRP Overflow Fund, L.P., Series B; and (iii) $12,500,000.00 aggregate principal amount of such Note to MOLAG HealthCare Royalty, LLC (such transferees, collectively, the “Transferees,” and such transfers, collectively, the “Proposed Transfers”).
WHEREAS, the HCR Investor and the Transferees have executed and delivered today a transfer instrument and representation letters in connection with the Proposed Transfers, as contemplated by the last paragraph of Section 3.05 of the Agreement;
WHEREAS, Section 3.03 of the Agreement and the terms of the Notes provide that the Notes are issuable only in denominations of $1,000 and any integral multiple of $1,000 in excess thereof;
WHEREAS, to effect the Proposed Transfers, the HCR Investor has requested that the Agreement and the terms of the Notes be amended to permit the Notes to be issued in denominations other than $1,000 and integral multiples of $1,000; and
WHEREAS, Section 13.01 of the Agreement permits the Agreement and the Notes to be amended in certain circumstances pursuant to a writing executed by the Company, the Guarantors and the Holders of a majority in aggregate principal amount of the outstanding Notes.
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is acknowledged, the Agreement and each outstanding Note are hereby amended pursuant to Section 13.01 of the Agreement as follows:
Section 1.Section 3.03 of the Agreement is amended in its entirety to read as follows:
Section 3.03Denominations. The Notes shall be issuable only in registered form without coupons.
Section 2.The penultimate paragraph of the first page of the form of reverse of Note in Exhibit A to the Agreement, and the corresponding paragraph in each certificate representing an outstanding Note, is amended in its entirety to read as follows:
Denominations. The Notes shall be issuable only in registered form without coupons.
Section 3.Each provision of the Agreement or any Note that directly or indirectly provides that a Note may be surrendered (including, without limitation, for conversion, transfer, exchange, repurchase or otherwise) only in a principal amount that is $1,000 or any integral multiple of $1,000 in excess thereof will be deemed to provide that
such Note may be so surrendered in any principal amount.
Section 4.Each certificate representing any Note issued pursuant to the Agreement on or after the date of this Amendment will contain terms that are consistent with this Amendment.
Except as expressly provided in this Amendment, this Amendment will be subject to the provisions of the Agreement (including, without limitation, Sections 14.05, 14.06, 14.07, 14.08, 14.12, 14.14 and 14.15 of the Agreement, which will apply to this Amendment as if the same were reproduced in this Amendment), and the Agreement, as amended by this Amendment, is hereby ratified as if the provisions of this Amendment were reproduced therein.
[Remainder of the page intentionally left blank]
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the day and year first above written.
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COHERUS BIOSCIENCES, INC., |
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as the Company |
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By: |
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Name: |
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Title: |
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President and Chief Executive Officer |
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INTEKRIN THERAPEUTICS INC., |
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as a Guarantor |
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By: |
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Name: |
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Title: |
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President and Chief Executive Officer |
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COHERUS INTERMEDIATE CORP., |
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as a Guarantor |
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By: |
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Name: |
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Title: |
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President and Chief Executive Officer |
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HEALTHCARE ROYALTY PARTNERS III, L.P. |
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as Holder |
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By: |
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HEALTHCARE ROYALTY GP III, LLC, |
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its General Partner |
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By: |
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/s/ Todd Davis |
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Name: |
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Title: |
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Founding Managing Partner |
| This ‘10-Q’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 5/9/16 | 8-K | ||
| For Period end: | 3/31/16 | |||
| 3/25/16 | ||||
| 2/29/16 | 10-K, 4, 4/A, 8-K | |||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 2/23/22 Coherus BioSciences, Inc. 10-K 12/31/21 107:13M Toppan Merrill Bridge/FA 2/25/21 Coherus BioSciences, Inc. 10-K 12/31/20 105:13M Toppan Merrill Bridge/FA |