{"schema_version":"secwatch.filing_event.v1","accession":"0001193125-23-168488","form_type":"8-K","ticker":null,"cik":"0001718108","company_name":"Surface Oncology, Inc.","filed_at":"2023-06-16T23:59:59+00:00","discovered_at":"2026-05-14T18:03:40.201637+00:00","generated_at":"2026-06-13T22:54:43.034615+00:00","sec_items":["1.01","1.02","2.05","5.02","7.01","9.01"],"event_type":"m_and_a","sentiment":"positive","materiality_score":1.0,"calibrated_materiality_score":1.0,"confidence":"high","headline":"Surface Oncology to be acquired by Coherus for $40M+ net cash and CVRs","bullets":["Merger consideration per share: Coherus common stock valued using $5.2831 Parent Stock Price and one contingent value right (CVR).","CVR pays 70% of milestone/royalty payments from GSK/Novartis partnerships over 10 years.","Terminated HQ lease for $10M payment; loan agreement paid off with $3.25M in fees and expenses.","Reduced workforce by ~50%; CSO Vito Palombella and CBO Henry Rath departing June 23, 2023.","Conditions: net cash at closing at least $19.6M, stockholder approval, regulatory clearances; termination fee of $2M."],"urls":{"canonical":"https://secwatch.observer/filing/0001193125-23-168488","json":"https://secwatch.observer/filing/0001193125-23-168488.json","markdown":"https://secwatch.observer/filing/0001193125-23-168488.md","text":"https://secwatch.observer/filing/0001193125-23-168488.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/1718108/000119312523168488/0001193125-23-168488-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1718108/000119312523168488/d497538d8k.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-06-13T22:54:43.034615+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"30fd69a088","claim":"Vito Palombella was terminated as Chief Scientific Officer at Surface Oncology, Inc..","evidence_excerpt":"In connection with the June Reduction in Force, the following members of the Company’s executive team will be leaving the Company to pursue new opportunities, effective June 23, 2023: Vito Palombella, Ph.D, the Company’s current Chief Scientific Officer, and Henry Rath, the Company’s current Chief Business Officer.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1718108/000119312523168488/0001193125-23-168488-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"terminated"},{"label":"Role","value":"Chief Scientific Officer"}],"fact_type":"executive_change"},{"claim_id":"bdeadab625","claim":"Henry Rath was terminated as Chief Business Officer at Surface Oncology, Inc..","evidence_excerpt":"In connection with the June Reduction in Force, the following members of the Company’s executive team will be leaving the Company to pursue new opportunities, effective June 23, 2023: Vito Palombella, Ph.D, the Company’s current Chief Scientific Officer, and Henry Rath, the Company’s current Chief Business Officer.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1718108/000119312523168488/0001193125-23-168488-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"terminated"},{"label":"Role","value":"Chief Business Officer"}],"fact_type":"executive_change"},{"claim_id":"7948c07854762789e92269361717ce7091d95a73","claim":"Surface Oncology, Inc. entered into Agreement and Plan of Merger with Coherus BioSciences, Inc., Crimson Merger Sub I, Inc. and Crimson Merger Sub II, LLC (effective 2023-06-15).","evidence_excerpt":"On June 15, 2023, Surface Oncology, Inc., a Delaware corporation (the \" Company \"), entered into an Agreement and Plan of Merger (the \" Merger Agreement \") by and among Coherus BioSciences, Inc., a Delaware corporation (\" Parent \"), Crimson Merger Sub I, Inc., a Delaware corporation and wholly owned subsidiary of Parent (\" Merger Sub I \") and Crimson Merger Sub II, LLC, a Delaware limited liability company and wholly owned subsidiary of Parent (\" Merger Sub II \" and together with Merger Sub I, the \" Merger Subs \").","evidence_source":"SEC 8-K Item 1.01/1.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1718108/000119312523168488/0001193125-23-168488-index.htm","confidence":0.98,"family_label":"Material Agreements","details":[{"label":"Action","value":"entry"},{"label":"Agreement","value":"merger"},{"label":"Counterparty","value":"Coherus BioSciences, Inc., Crimson Merger Sub I, Inc. and Crimson Merger Sub II, LLC"},{"label":"Effective","value":"2023-06-15"}],"fact_type":"material_agreement"},{"claim_id":"17de23e03f61291ed3730bdb175aec68f954eb90","claim":"Surface Oncology, Inc. announced a restructuring with charges of reduction in force as part of its cost savings efforts that is expected to result in the termination of approximately 50% of the Company’s remaining workforce affecting approximately 50% of the Company’s remaining workforce (approximately 50% of the Company’s remaining workforce).","evidence_excerpt":"Concurrent with the signing of the Merger Agreement, the Company announced a reduction in force as part of its cost savings efforts that is expected to result in the termination of approximately 50% of the Company’s remaining workforce (the “ June Reduction in Force ”).","evidence_source":"SEC 8-K Item 2.05/2.06","evidence_url":"https://www.sec.gov/Archives/edgar/data/1718108/000119312523168488/0001193125-23-168488-index.htm","confidence":0.85,"family_label":"Restructurings & Charges","details":[{"label":"Type","value":"restructuring"},{"label":"Charge","value":"reduction in force as part of its cost savings efforts that is expected to result in the termination of approximately 50% of the Company’s remaining workforce"},{"label":"Affected area","value":"approximately 50% of the Company’s remaining workforce"},{"label":"Headcount","value":"approximately 50% of the Company’s remaining workforce"}],"fact_type":"restructuring_charge"}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}