---
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"
generated_at: "2026-06-13T22:54:43.034615+00:00"
event_type: "m_and_a"
sentiment: "positive"
materiality_score: 1.0
calibrated_materiality_score: 1.0
confidence: "high"
source: SEC EDGAR
---

# Surface Oncology to be acquired by Coherus for $40M+ net cash and CVRs

## Summary
- 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.

## SEC filing metadata
- accession: 0001193125-23-168488
- form_type: 8-K
- cik: 0001718108
- company_name: Surface Oncology, Inc.
- filed_at: 2023-06-16T23:59:59+00:00
- event_type: m_and_a
- sentiment: positive
- materiality_score: 1.0
- calibrated_materiality_score: 1.0
- confidence: high
- sec_items: 1.01, 1.02, 2.05, 5.02, 7.01, 9.01
- 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

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001193125-23-168488
- JSON: https://secwatch.observer/filing/0001193125-23-168488.json
- Plain text: https://secwatch.observer/filing/0001193125-23-168488.txt

## Key facts
- Executive change
  Vito Palombella was terminated as Chief Scientific Officer at Surface Oncology, Inc..
  - Action: terminated
  - Role: Chief Scientific Officer
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/1718108/000119312523168488/0001193125-23-168488-index.htm
- Executive change
  Henry Rath was terminated as Chief Business Officer at Surface Oncology, Inc..
  - Action: terminated
  - Role: Chief Business Officer
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/1718108/000119312523168488/0001193125-23-168488-index.htm
- Material Agreements
  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).
  - Action: entry
  - Agreement: merger
  - Counterparty: Coherus BioSciences, Inc., Crimson Merger Sub I, Inc. and Crimson Merger Sub II, LLC
  - Effective: 2023-06-15
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/1718108/000119312523168488/0001193125-23-168488-index.htm
- Restructurings & Charges
  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).
  - Type: restructuring
  - Charge: 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
  - Affected area: approximately 50% of the Company’s remaining workforce
  - Headcount: approximately 50% of the Company’s remaining workforce
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/1718108/000119312523168488/0001193125-23-168488-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.