Filed by Surface Oncology, Inc.
This communication is filed pursuant to Rule 425 under the United States Securities Act of 1933
and deemed filed pursuant to Rule 14a-12
of the Securities Exchange Act of 1934
Subject Company: Surface Oncology, Inc.
Commission File No.: 001-38459
Date: 07/12/2023
This filing relates to the
proposed merger of Surface Oncology, Inc., a Delaware corporation (Surface), with Crimson Merger Sub I, Inc., a Delaware corporation (Merger Sub I), and a direct wholly-owned subsidiary of Coherus Biosciences, Inc., a
Delaware corporation (Coherus), pursuant to the terms of that certain Agreement and Plan of Merger, dated as of June 15, 2023, by and among Surface, Coherus, Merger Sub I, and Crimson Merger Sub II, LLC, a Delaware limited liability
company and a direct wholly owned subsidiary of Coherus (the Merger Agreement).
Dear NAME,
Recently we announced exciting news that Surface Oncology has entered into an agreement to be acquired by Coherus Biosciences, Inc. (Nasdaq: CHRS).
By way of background, Coherus is a California-based, commercial-stage biopharmaceutical company focused on the research, development, and commercialization of
innovative immunotherapies to treat cancer. Coherus strategy is to expand its immuno-oncology franchise leveraging their next generation PD-1 inhibitor, toripalimab, with novel immuno-oncology
combination treatments and fund the development with its diverse portfolio of FDA-approved therapeutics.
The
Surface pipeline significantly advances Coherus immuno-oncology pipeline, and the transaction will enable SRF388 and SRF114 to continue in the clinic supported by an organization which has the resources, development expertise and passion
needed to bring them to key decision points.
The transaction is expected to close in the third quarter of 2023, subject to the satisfaction of certain
customary closing conditions. Until then, Surface and Coherus will remain independent companies. As the transaction closes, we plan to have a joint investigator call to ensure a seamless transition. For now, we thank you for your partnership, and we
look forward to your continued support.
We appreciate your role as a valued member of the SRF114 team. Prior to closing, we are working to streamline our
SRF114 program operations to ensure a seamless transition of the clinical trials to Coherus while continuing study conduct and ongoing patient treatment. Coherus has this study prioritized and we both appreciate all efforts to continue the
enrollment and advancement of SRF114. Here is an overview of the study in progress:
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SRF114-101 A PHASE 1/2 STUDY OF SRF114 IN PATIENTS WITH ADVANCED SOLID
TUMORS |
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Dose Escalation enrollment ongoing in Dose Level 4 |
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Monotherapy HNSCC Cohort site start-up ongoing, further Clinical
Trial Agreement (CTA) negotiations and signatures on pause until transaction completion. |
Please feel free to contact me directly if you
have any immediate questions.
Thank you,
NAME
TITLE
Forward-Looking Statements
This communication relates to the proposed transaction pursuant to the terms of the Agreement and Plan of Merger, dated June 15, 2023, by and among
Coherus Biosciences, Inc. (Coherus), Crimson Merger Sub I, Inc. (Merger Sub I), Crimson Merger Sub II, LLC (Merger Sub II), and Surface Oncology, Inc. (Surface). This communication includes express or implied forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the Exchange Act), about the proposed transaction between Coherus and Surface and the