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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2025

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number: 001-36721

Coherus Oncology, Inc.

(Exact Name of Registrant as Specified in Its Charter)

Delaware

27-3615821

(State or Other Jurisdiction of
Incorporation or Organization)

333 Twin Dolphin Drive, Suite 600

Redwood City, California

(Address of Principal Executive Office)

(I.R.S. Employer Identification No.)

94065

(Zip Code)

(650) 649-3530

(Registrant’s Telephone Number, Including Area Code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.0001 par value per share	CHRS	The Nasdaq Global Market

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer	☐	Accelerated filer	☒

Non-accelerated filer	☐	Smaller reporting company	☒

		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of July 31, 2025, 116,227,275 shares of the registrant’s common stock were outstanding.

Table of Contents

COHERUS ONCOLOGY, INC.

FORM 10-Q FOR THE QUARTER ENDED JUNE 30, 2025

TABLE OF CONTENTS


		Page
	CAUTIONARY NOTE REGARDING FORWARD LOOKING STATEMENTS	3
PART I	FINANCIAL INFORMATION	5
ITEM 1	Unaudited Condensed Consolidated Financial Statements	5
	Condensed Consolidated Balance Sheets	5
	Condensed Consolidated Statements of Operations	6
	Condensed Consolidated Statements of Comprehensive Income (Loss)	7
	Condensed Consolidated Statements of Stockholders’ Equity (Deficit)	8
	Condensed Consolidated Statements of Cash Flows	9
	Notes to Condensed Consolidated Financial Statements	10
ITEM 2	Management’s Discussion and Analysis of Financial Condition and Results of Operations	28
ITEM 3	Quantitative and Qualitative Disclosure About Market Risk	40
ITEM 4	Controls and Procedures	40
PART II	OTHER INFORMATION	41
ITEM 1.	Legal Proceedings	41
ITEM 1A.	Risk Factors	41
ITEM 2	Unregistered Sales of Equity Securities and Use of Proceeds, and Issuer Purchases of Equity Securities	92
ITEM 3	Defaults Upon Senior Securities	92
ITEM 4	Mine Safety Disclosures	92
ITEM 5	Other Information	92
ITEM 6.	Exhibits	93

Exhibit Index		93
Signatures		95
LOQTORZI®, whether or not appearing in large print or with the trademark symbol, is a registered trademark of Coherus. Trademarks and trade names of other companies appearing in this Quarterly Report on Form 10-Q are, to the knowledge of Coherus, the property of their respective owners.

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CAUTIONARY NOTE REGARDING FORWARD LOOKING STATEMENTS

This Quarterly Report on Form 10-Q contains forward-looking statements regarding future events and our future results that are subject to the safe harbors created under the Securities Act of 1933, as amended (the “Securities Act”), and the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Any statements contained herein that are not statements of historical facts contained in this Quarterly Report on Form 10-Q may be deemed to be forward-looking statements. In some cases, you can identify forward-looking statements by words such as “aim,” “anticipate,” “assume,” “attempt,” “believe,” “contemplate,” “continue,” “could,” “due,” “estimate,” “expect,” “goal,” “intend,” “may,” “objective,” “plan,” “predict,” “potential,” “seek,” “should,” “strive,” “target,” “will,” “would” and other similar expressions that are predictions of or indicate future events and future trends, or the negative of these terms or other comparable terminology. These forward-looking statements include, but are not limited to, statements about:

●

whether we will be able to continue to maintain or increase sales for our product;

●

our expectations regarding our ability to develop and commercialize our product candidates;

●

our ability to maintain regulatory approval for our product and our ability to obtain and maintain regulatory approval of our product candidates, if and when approved;

●

our expectations regarding government and third-party payer coverage and reimbursement;

●

our ability to manufacture our product and product candidates in conformity with regulatory requirements and to scale up manufacturing capacity of our product and product candidates for commercial supply;

●

our reliance on third-party contract manufacturers to supply our product candidates and product for us;

●

our expectations regarding the potential market size and the size of the patient populations for our product and product candidates, if approved for commercial use;

●

our expectations about making required future interest and principal payments as they become due in connection with our debt obligations;

●

our financial performance, including, but not limited to, projected future performance of our gross margins, projected future cash reserves, research and development expenses and selling and general administrative expenses;

●

the implementation of strategic plans for our business, product and product candidates;

●

the initiation, timing, progress and results of future preclinical and clinical studies and our research and development programs;

●

the likelihood of us receiving either of the $37.5 million payments we are eligible to receive as part of our divestiture of the UDENYCA franchise, depending on post-closing net sales of UDENYCA;

●

the scope of protection we are able to establish and maintain for intellectual property rights covering our product and product candidates;

●

our expectations regarding the scope or enforceability of third-party intellectual property rights, or the applicability of such rights to our product and product candidates;

Table of Contents

●

the cost, timing and outcomes of litigation involving our product and product candidates;

●

our reliance on third-party contract research organizations to conduct clinical trials of our product candidates;

●

the benefits of the use of our product and product candidates;

●

our expectations about potential risks, disruptions and losses from future cyberattacks and security incidents;

●

the rate and degree of market acceptance of our current or any future product and product candidates;

●

our ability to compete with companies who currently are producing competitor products or will produce them in the future;

●

developments and projections relating to our competitors, our market opportunity and our industry; and

●

the effects of the continuation of the war in Ukraine and conflicts in the Middle East on our business and prospects.

We have based these forward-looking statements on our current expectations about future events. These statements are not guarantees of future performance and involve risks, uncertainties and assumptions that are difficult to predict. Our actual results may differ materially from those suggested by these forward-looking statements for various reasons, including those identified in Part II, Item 1A Risk Factors and discussed elsewhere in this Quarterly Report on Form 10-Q. Given these risks and uncertainties, you are cautioned not to place undue reliance on forward-looking statements. The forward-looking statements included in this report are made only as of the date hereof. Except as required under federal securities laws and the rules and regulations of the Securities and Exchange Commission (“SEC”), we do not undertake, and specifically decline, any obligation to update any of these statements or to publicly announce the results of any revisions to any forward-looking statements after the distribution of this report, whether as a result of new information, future events, changes in assumptions or otherwise. Our forward-looking statements do not reflect the potential impact of any future acquisitions, mergers, dispositions, joint ventures, or investments we may make or enter into, except for the acquisition of Surface to the extent described herein.

This Quarterly Report on Form 10-Q also contains estimates, projections, market opportunity estimates and other information concerning our industry, our business, and the markets for certain diseases, including data regarding the estimated size of those markets, and the incidence and prevalence of certain medical conditions. Information that is based on estimates, forecasts, projections, market research or similar methodologies is inherently subject to uncertainties and actual events or circumstances may differ materially from events and circumstances reflected in this information. Unless otherwise expressly stated, we obtained this industry, business, market and other data from reports, research surveys, studies and similar data prepared by market research firms and other third parties, industry, medical and general publications, government data, publicly filed reports and similar sources.

Table of Contents

PART I. FINANCIAL INFORMATION

ITEM 1. Unaudited Condensed Consolidated Financial Statements

Coherus Oncology, Inc.

Condensed Consolidated Balance Sheets

(in thousands, except share and per share data)

(unaudited)


	June 30,		December 31,
	2025		2024
Assets
Current assets:
Cash and cash equivalents	$	216,893	$	125,987
Investments in marketable securities		20,744		—
Trade receivables, net		5,109		111,324
TSA receivables, net		114,530		11,010
Inventory		4,513		4,207
Prepaid manufacturing		6,700		6,653
Other prepaids and current assets		11,716		10,222
Assets of discontinued operations, current (Note 6)		—		72,180
Total current assets		380,205		341,583
Property and equipment, net		1,907		2,576
Intangible assets, net		52,312		53,646
Other assets, non-current		5,040		6,485
Assets of discontinued operations, non-current (Note 6)		—		44,243
Total assets	$	439,464	$	448,533

Liabilities and Stockholders’ Equity (Deficit)
Current liabilities:
Accounts payable	$	37,622	$	28,456
Accrued rebates, fees and reserves		96,814		164,867
TSA payables and accrued liabilities		103,999		11,026
Accrued compensation		11,015		18,344
Accrued and other current liabilities		14,179		60,288
Total current liabilities		263,629		282,981
Term loan, non-current		36,867		36,698
Convertible notes, non-current		—		228,229
Lease liabilities, non-current		2,406		3,286
Other liabilities, non-current		16,735		29,329
Total liabilities		319,637		580,523
Commitments and contingencies (Note 9)
Stockholders’ equity (deficit):
Preferred stock ($0.0001 par value; shares authorized: 5,000,000; shares issued and outstanding: 0 at June 30, 2025 and December 31, 2024)		—		—
Common stock ($0.0001 par value; shares authorized: 300,000,000; shares issued and outstanding: 116,222,726 and 115,614,548 at June 30, 2025 and December 31, 2024, respectively)		12		12
Additional paid-in capital		1,429,885		1,419,266
Accumulated other comprehensive loss		(275)		(275)
Accumulated deficit		(1,309,795)		(1,550,993)
Total stockholders' equity (deficit)		119,827		(131,990)
Total liabilities and stockholders’ equity (deficit)	$	439,464	$	448,533

See accompanying notes.

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Coherus Oncology, Inc.

Condensed Consolidated Statements of Operations

(in thousands, except share and per share data)

(unaudited)


	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2025		2024		2025		2024
Net revenue	$	10,254	$	10,296	$	17,853	$	12,604
Costs and expenses:
Cost of goods sold		3,395		1,809		6,048		3,248
Research and development		26,306		20,598		50,662		49,022
Selling, general and administrative		26,039		27,515		52,064		67,747
Total costs and expenses		55,740		49,922		108,774		120,017
Loss from operations		(45,486)		(39,626)		(90,921)		(107,413)
Interest expense		(2,277)		(4,062)		(4,427)		(7,180)
Loss on debt extinguishment		—		(12,630)		—		(12,630)
Other income (expense), net		2,901		1,467		3,088		4,336
Loss from continuing operations before income taxes		(44,862)		(54,851)		(92,260)		(122,887)
Income tax provision		—		—		—		—
Net loss from continuing operations		(44,862)		(54,851)		(92,260)		(122,887)
Net income from discontinued operations, net of tax (Note 6)		342,629		41,930		333,458		212,841
Net income (loss)	$	297,767	$	(12,921)	$	241,198	$	89,954

Net income (loss) per share:
Net loss from continuing operations - basic and diluted	$	(0.39)	$	(0.48)	$	(0.80)	$	(1.08)
Net income from discontinued operations - basic and diluted	$	2.95	$	0.37	$	2.88	$	1.87
Net income (loss) per share - basic and diluted	$	2.57	$	(0.11)	$	2.08	$	0.79

Weighted-average number of shares used in computing net income (loss) per share:
Basic and diluted		116,077,710		114,819,965		115,968,352		113,784,636

See accompanying notes.

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Coherus Oncology, Inc.

Condensed Consolidated Statements of Comprehensive Income (Loss)

(in thousands)

(unaudited)


	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2025		2024		2025		2024
Net income (loss)	$	297,767	$	(12,921)	$	241,198	$	89,954
Other comprehensive income (loss):
Unrealized loss on available-for-sale securities, net of tax		—		—		—		(24)
Comprehensive income (loss)	$	297,767	$	(12,921)	$	241,198	$	89,930

See accompanying notes.

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Coherus Oncology, Inc.

Condensed Consolidated Statements of Stockholders’ Equity (Deficit)

(in thousands, except share and per share data)

(unaudited)


						Accumulated
				Additional		Other				Total
	Common Stock			Paid-In		Comprehensive		Accumulated		Stockholders'
	Shares		Amount	Capital		Loss		Deficit		Equity (Deficit)
Balances at December 31, 2024	115,614,548	$	12	$	1,419,266	$	(275)	$	(1,550,993)	$	(131,990)
Net loss	—		—		—		—		(56,569)		(56,569)
Issuance of common stock upon vesting of restricted stock units ("RSUs")	474,410		—		—		—		—		—
Taxes paid related to net share settlement of RSUs	(181,742)		—		(264)		—		—		(264)
Stock-based compensation expense	—		—		5,353		—		—		5,353
Balances at March 31, 2025	115,907,216		12		1,424,355		(275)		(1,607,562)		(183,470)
Net income	—		—		—		—		297,767		297,767
Issuance of common stock upon vesting of RSUs	44,556		—		—		—		—		—
Taxes paid related to net share settlement of RSUs	(16,519)		—		(16)		—		—		(16)
Issuance of common stock under the employee stock purchase plan ("ESPP")	287,473		—		188		—		—		188
Stock-based compensation expense	—		—		5,358		—		—		5,358
Balances at June 30, 2025	116,222,726	$	12	$	1,429,885	$	(275)	$	(1,309,795)	$	119,827


						Accumulated
				Additional		Other				Total
	Common Stock			Paid-In		Comprehensive		Accumulated		Stockholders'
	Shares		Amount	Capital		Loss		Deficit		Deficit
Balances at December 31, 2023	112,215,260	$	11	$	1,386,312	$	(248)	$	(1,579,500)	$	(193,425)
Net income	—		—		—		—		102,875		102,875
Issuance of common stock upon exercise of stock options	174,651		—		291		—		—		291
Issuance of common stock upon vesting of RSUs	741,213		—		—		—		—		—
Issuance of common stock under ATM Offering, net of issuance costs	650,005		—		1,507		—		—		1,507
Taxes paid related to net share settlement of RSUs	(284,275)		—		(745)		—		—		(745)
Stock-based compensation expense	—		—		7,677		—		—		7,677
Other comprehensive loss, net of tax	—		—		—		(24)		—		(24)
Balances at March 31, 2024	113,496,854		11		1,395,042		(272)		(1,476,625)		(81,844)
Net loss	—		—		—		—		(12,921)		(12,921)
Issuance of common stock upon vesting of RSUs	21,583		—		—		—		—		—
Issuance of common stock -partial payout of 2023 bonus in RSUs	1,976,750		1		4,407		—		—		4,408
Offering costs associated with ATM offering	—		—		(52)		—		—		(52)
Taxes paid related to net share settlement of RSUs	(767,971)		—		(1,711)		—		—		(1,711)
Issuance of common stock under the ESPP	471,439		—		685		—		—		685
Stock-based compensation expense	—		—		7,327		—		—		7,327
Balances at June 30, 2024	115,198,655	$	12	$	1,405,698	$	(272)	$	(1,489,546)	$	(84,108)

See accompanying notes.

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Coherus Oncology, Inc.

Condensed Consolidated Statements of Cash Flows

(in thousands)

(unaudited)


	Six Months Ended
	June 30,
	2025		2024
Operating activities
Net income	$	241,198	$	89,954
Adjustments to reconcile net income to net cash (used in) provided by operating activities:
Depreciation and amortization		2,062		2,694
Stock-based compensation expense		10,793		14,550
Impairment of out-license asset and remeasurement of CVR liability, net		—		6,772
Loss on debt extinguishment		10,286		12,630
Gain on Sale Transactions, net (Note 6)		(339,102)		(177,732)
Inventory write-downs, net		—		2,481
Change in fair value of derivatives		12,608		576
Other non-cash adjustments, net		2,490		(1,843)
Changes in operating assets and liabilities:
Trade receivables, net		106,161		85,217
Inventory		(18,474)		(18,557)
Prepaid manufacturing		396		7,170
Other prepaid, current and non-current assets		(869)		(4,249)
Accounts payable		833		40,077
Accrued rebates, fees and reserves		(68,053)		6,523
TSA related operating assets and liabilities, net		(10,547)		(4,781)
Accrued compensation		(7,329)		(2,643)
Accrued and other current and non-current liabilities		(14,911)		(45,871)
Net cash (used in) provided by operating activities		(72,458)		12,968

Investing activities
Purchases of investments in marketable securities		(20,726)		—
Proceeds from maturities of investments in marketable securities		—		6,200
Proceeds from sale of investments in marketable securities		—		8,688
Net cash received related to the Sale Transactions (Note 6)		478,681		227,823
Milestone payment to Junshi Biosciences		(12,500)		(12,500)
Other investing activities, net		(303)		208
Net cash provided by investing activities		445,152		230,419

Financing activities
Proceeds from 2029 Term Loan, net of debt discount and issuance costs		—		37,120
Proceeds from (repayment of) Revenue Purchase and Sale Agreement, net of issuance costs		(47,652)		36,495
Proceeds from issuance of common stock under ATM Offering, net of issuance costs		—		1,455
Proceeds from purchase under the employee stock purchase plan		188		685
Taxes paid related to net share settlement		(280)		(2,456)
Redemption of 2026 Convertible Notes, including transaction costs		(233,185)		—
Repayment of 2027 Term Loans, premiums and make-whole		—		(260,387)
Other financing activities, net		(859)		50
Net cash used in financing activities		(281,788)		(187,038)

Net increase in cash, cash equivalents and restricted cash		90,906		56,349
Cash, cash equivalents and restricted cash at beginning of period		126,250		103,343
Cash, cash equivalents and restricted cash at end of period	$	217,156	$	159,692

Supplemental disclosures of non-cash activities
Non-cash employee bonuses settled in common stock	$	—	$	4,408
Financing issuance costs in accrued and other current liabilities	$	—	$	1,008

See accompanying notes.

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Coherus Oncology, Inc.

Notes to Condensed Consolidated Financial Statements

(unaudited)

1. Organization and Summary of Significant Accounting Policies

Organization

Coherus Oncology, Inc. (the “Company” or “Coherus”) is a fully integrated commercial-stage innovative oncology company with an approved next-generation programmed death receptor-1 (“PD-1”) inhibitor, LOQTORZI® (toripalimab-tpzi), and a pipeline that includes two mid-stage clinical candidates targeting liver, lung, head & neck, and other cancers. Our strategy is to expand the use of LOQTORZI in nasopharyngeal carcinoma (“NPC”) and advance the development of new indications for LOQTORZI in combination with both our pipeline candidates as well as our industry partners, driving synergies from proprietary combinations, including first-in-class anticancer agents. On May 29, 2025, the Company changed its corporate name from Coherus BioSciences, Inc. to Coherus Oncology, Inc. to better align with its exclusive focus on proprietary innovative immuno-oncology medicines following the completion of the recent divestitures of our biosimilar businesses and the transition to an exclusive focus on immuno-oncology.

The Company previously owned UDENYCA (pegfilgrastim-cbqv), which was launched commercially in a pre-filled syringe presentation in the United States in January 2019, followed by the launch of UDENYCA in an autoinjector presentation in May 2023 and the launch of UDENYCA ONBODY in February 2024. On December 2, 2024, the Company and Intas Pharmaceuticals Ltd. (“Intas”) entered into an asset purchase agreement (the “UDENYCA Purchase Agreement”), pursuant to which the Company agreed to divest the UDENYCA franchise (the “UDENYCA Business”) to Intas (the “UDENYCA Sale”). On April 11, 2025 (the “UDENYCA Closing Date”), the Company completed the divestiture of the UDENYCA Business to Intas for upfront, all-cash consideration of $483.4 million, inclusive of $118.4 million for UDENYCA product inventory. Intas has designated Accord BioPharma, Inc., an indirect wholly owned subsidiary of Intas (“Accord” and, together with Intas, the “Intas Parties”) to purchase the physical assets, including product inventory. In addition, the Company is also eligible to receive two additional payments of $37.5 million each (together, the “Earnout Payments”). The first such payment is payable by Intas to the Company if net sales (as defined in the UDENYCA Purchase Agreement, “Net Sales”) of UDENYCA for four consecutive fiscal quarters from July 1, 2025 through September 30, 2026 are equal to or greater than $300 million, and the second such payment is payable by Intas to the Company if Net Sales of UDENYCA for four consecutive fiscal quarters from July 1, 2025 through March 31, 2027 are equal to or greater than $350 million. The UDENYCA Sale represented the last and most significant divestiture of the Company’s biosimilar businesses, which comprised the UDENYCA, YUSIMRY and CIMERLI franchises; therefore, the strategic shift criteria had been met. As a result, the Company has included discontinued operations presentation in its condensed consolidated statements of operations and condensed consolidated balance sheets for all periods presented. Refer to Note 6. Discontinued Operations for more information.

Basis of Consolidation

The accompanying unaudited condensed consolidated financial statements include the accounts of Coherus and its wholly-owned subsidiaries. All intercompany transactions and balances have been eliminated upon consolidation. The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with United States generally accepted accounting principles (“U.S. GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X of the Securities Act. Accordingly, they do not include all the information and notes required by U.S. GAAP for complete financial statements. These unaudited condensed consolidated financial statements reflect all adjustments, including normal recurring accruals that the Company believes are necessary to fairly state the financial position and the results of the Company’s operations and cash flows for interim periods in accordance with U.S. GAAP. Interim-period results are not necessarily indicative of results of operations or cash flows for a full year or any subsequent interim period.

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The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the Company’s audited financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024 (the “2024 Form 10-K”) filed with the SEC.

Use of Estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to make judgments, estimates and assumptions that affect the reported amounts of assets, liabilities, revenue and expenses, and related disclosures. Management bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances. These estimates form the basis for making judgments about the carrying values of assets and liabilities when these values are not readily apparent from other sources. Estimates are assessed each period and updated to reflect current information. Accounting estimates and judgments are inherently uncertain and therefore actual results could differ from these estimates.

Segment Reporting and Geographic Disclosures

The Company operates and manages its business as one reportable and operating segment, which is the business of developing and commercializing human pharmaceutical products. The Company’s chief executive officer, as the chief operating decision maker (“CODM”), manages and allocates resources to the operations of the Company on an entity-wide basis. Managing and allocating resources on an entity-wide basis enables the CODM to assess the overall level of resources available and how to best deploy these resources across functions. The CODM assesses operating performance and makes operating decisions primarily based on net income (loss), cash on-hand and investments, and cash flows. All expense categories on the condensed consolidated statements of operations are significant, and there are no other significant segment expenses that would require disclosure. Asset information is not regularly provided to the CODM for assessing performance and allocating resources other than cash, cash equivalents and investments in marketable securities. Primarily, all revenue is generated and all long-lived assets are maintained in the United States.

Restricted Cash

Restricted cash consists of immaterial deposits for letters of credit that the Company has provided to secure its obligations under certain leases and is included in other assets, non-current on the condensed consolidated balance sheets.

Trade Receivables

Trade receivables are recorded net of allowances for chargebacks, cash discounts for prompt payment and credit losses. The Company estimates an allowance for expected credit losses by considering factors such as historical experience, credit quality, the age of the accounts receivable balances, and current economic conditions that may affect a customer’s ability to pay. The corresponding expense for the credit loss allowance is reflected in selling, general and administrative expenses. The credit loss allowance was immaterial as of June 30, 2025 and December 31, 2024.

Net Revenues

The Company sells to wholesalers and distributors, (collectively, “Customers”). The Customers then resell to hospitals and clinics (collectively, “Healthcare Providers”) pursuant to contracts with the Company. In addition to distribution agreements with Customers and contracts with Healthcare Providers, the Company enters into arrangements with group purchasing organizations that provide for United States government-mandated or privately negotiated rebates, chargebacks and discounts. The Company also enters into rebate arrangements with payers, which consist primarily of commercial insurance companies and government entities, to cover the reimbursement of products to Healthcare Providers. The Company provides co-payment assistance to patients who have commercial insurance and meet certain eligibility requirements. Revenue from product sales is recognized at the point when a Customer obtains

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control of the product and the Company satisfies its performance obligation, which generally occurs at the time product is shipped to the Customer. Payment terms differ by jurisdiction and customer, but payment terms typically range from 30 to approximately 80 days from date of shipment and may be extended during the launch period of a new product.

The Company recognizes revenue from the sales of vaccines to the U.S. federal government for placement into vaccine stockpiles in accordance with SEC Interpretation, Commission Guidance Regarding Accounting for Sales of Vaccines and BioTerror Countermeasures to the Federal Government for Placement into the Pediatric Vaccine Stockpile or the Strategic National Stockpile. This interpretation allows companies to recognize revenue for sales of vaccines into U.S. government stockpiles even though these sales might not meet the criteria for revenue recognition under other accounting guidance.

Discontinued Operations

The Company evaluates all disposal transactions to determine whether it qualifies for reporting as discontinued operations. A disposal of a component or a group of components is reported in discontinued operations if the disposal represents a strategic shift that has or will have a major effect on the Company’s operations and financial results when the following occurs: (1) a component (or group of components) meets the criteria to be classified as held for sale; (2) the component or group of components is disposed of by sale; or (3) the component or group of components is disposed of other than by sale (for example, by abandonment or in a distribution to owners in a spin-off). For any component classified as held for sale or disposed of by sale or other than by sale, qualifying for presentation as a discontinued operation, the Company reports the results of operations of the discontinued operations (including any gain or loss recognized on the disposal or loss recognized on classification as held for sale of a discontinued operation), less applicable income taxes (benefit), as a separate component in the condensed consolidated statement of operations for all prior periods presented. The Company also reports net assets transferred to Accord as separate line items on the condensed consolidated balance sheet for prior periods.

Reclassifications

Certain amounts in prior years’ financial statements have been reclassified to conform with the current period presentation of discontinued operations, including amounts in the condensed consolidated balance sheets, condensed consolidated statements of operations and various footnotes. There were no changes to net income (loss). In addition, certain amounts in the condensed consolidated statements of cash flows have been reclassified to conform with the current period presentation, and these changes had no impact on the net cash (used in) provided by operating activities and financing activities.

2025 Tax Reform

On July 4, 2025, the One Big Beautiful Bill Act (the “OBBBA”) was signed into law in the United States. This comprehensive tax legislation contains a broad range of tax reforms, including provisions that allow for the immediate expensing of domestic research and development expenses, restore and make permanent 100% bonus depreciation for qualifying assets, and ease limitations on the deductibility of interest expense. The legislation has multiple effective dates, with certain provisions taking effect in 2025 and others being implemented through various future years. The Company is evaluating the impacts of the OBBBA on its condensed consolidated financial statements, with effects beginning to be reflected in the third quarter of 2025, the period of enactment.

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Recent Accounting Pronouncements

The following are recent accounting pronouncements that the Company has not yet adopted:

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which provides qualitative and quantitative updates to the rate reconciliation and income taxes paid disclosures, among others, in order to enhance the transparency of income tax disclosures, including consistent categories and greater disaggregation of information in the rate reconciliation and disaggregation by jurisdiction of income taxes paid. The new standard is effective for the Company for annual periods beginning after December 15, 2024, with early adoption permitted. The amendments in this ASU should be applied prospectively; however, retrospective application is also permitted. The Company is currently evaluating the impact this ASU may have on its financial statement disclosures.

In November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation (Subtopic 220-40): Disaggregation of Income Statement Expenses, which requires public entities to disclose certain disaggregated costs and expenses on an annual and interim basis in the notes to the financial statements. It also requires disclosure of the total amount of selling expenses, and the Company’s definition of selling expenses. This standard is effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. Early adoption is permitted and is effective on either a prospective or retrospective basis. The Company is currently evaluating the impact this ASU may have on its financial statement disclosures.

The Company has reviewed other recent accounting pronouncements and concluded they are either not applicable to the business or that no material effect is expected on the condensed consolidated financial statements as a result of future adoption.

2. Revenue

The Company launched LOQTORZI in December 2023. Net revenue for sales of UDENYCA, YUSIMRY and CIMERLI are classified within discontinued operations (refer to Note 6. Discontinued Operations). All LOQTORZI net product revenue was generated in the United States, and the Company’s net revenue was as follows:


	Three Months Ended				Six Months Ended
	June 30,				June 30,
(in thousands)	2025		2024		2025		2024
LOQTORZI	$	9,959	$	3,789		17,307		5,777
Other revenue		295		6,507		546		6,827
Total net revenue	$	10,254	$	10,296	$	17,853	$	12,604

For continuing operations, gross product revenues by significant Customers as a percentage of total gross product revenues were as follows:


	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2025		2024		2025		2024
McKesson Corporation	44	%	44	%	45	%	39	%
Cencora (previously known as AmeriSource-Bergen Corporation)	39	%	45	%	37	%	44	%
Cardinal Health, Inc.	15	%	11	%	17	%	15	%

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Product Sales Discounts and Allowances

The total provision related to sales made in the prior period was $(8.7) million and $2.8 million for the three months ended June 30, 2025 and 2024, respectively. Chargebacks and discounts for prompt payment are recorded as a reduction in trade receivables, and the remaining reserve balances are classified as current liabilities on the condensed consolidated balance sheets.

In connection with the sale of the CIMERLI ophthalmology franchise, the YUSIMRY franchise and the UDENYCA franchise, the Company retained and will continue to be responsible for sales discounts and allowance liabilities incurred prior to March 1, 2024 for CIMERLI, June 26, 2024 for YUSIMRY and April 11, 2025 for UDENYCA. Sales discounts and allowances incurred on behalf of the respective counterparties following the close of the Sale Transactions in accordance with the Company’s Transition Services Agreement (the “CIMERLI TSA”) with Sandoz Inc. (“Sandoz”) in March 2024 for CIMERLI, the Company’s Transition Services Agreement (the “YUSIMRY TSA”) with Hong Kong King-Friend Industrial Company Ltd. (“HKF”) in June 2024 for YUSIMRY and the Company’s Transition Services Agreement with Intas (the “UDENYCA TSA” and, together with the CIMERLI TSA and the YUSIMRY TSA, collectively the “TSA” or the “TSAs”) in April 2025 for UDENYCA are reflected within TSA receivables, net and TSA payables and accrued liabilities in the condensed consolidated balance sheets and are excluded from the below table (see Note 6. Discontinued Operations).

The activities and ending reserve balances for each significant category of discounts and allowances that constitute variable consideration were as follows:


	Six Months Ended June 30, 2025
	Chargebacks				Other Fees,
	and Discounts				Co-pay
	for Prompt				Assistance
(in thousands)	Payment		Rebates		and Returns		Total
Balances at December 31, 2024	$	110,778	$	123,738	$	41,129	$	275,645
Provision related to sales made in:
Current period		193,653		45,168		31,051		269,872
Prior period - increase (decrease)		(3,439)		(474)		(1,239)		(5,152)
Payments and customer credits issued		(295,912)		(91,372)		(51,187)		(438,471)
Balances at June 30, 2025	$	5,080	$	77,060	$	19,754	$	101,894


	Six Months Ended June 30, 2024
	Chargebacks				Other Fees,
	and Discounts				Co-pay
	for Prompt				Assistance
(in thousands)	Payment		Rebates		and Returns		Total
Balances at December 31, 2023	$	73,953	$	121,137	$	49,795	$	244,885
Provision related to sales made in:
Current period		486,139		109,615		80,252		676,006
Prior period - increase (decrease)		(816)		6,145		(1,263)		4,066
Payments and customer credits issued		(485,633)		(105,986)		(82,240)		(673,859)
Balances at June 30, 2024	$	73,643	$	130,911	$	46,544	$	251,098

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3. Fair Value Measurements

The fair values of financial instruments are classified into one of the following categories based upon the lowest level of input that is significant to the fair value measurement:

●

Level 1 — Quoted prices in active markets for identical assets or liabilities.

●

Level 2 — Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

●

Level 3 — Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

The fair values of cash equivalents approximate their carrying values due to the short-term nature of such financial instruments.

Unrealized gains and losses on available-for-sale debt securities are reported as a component of accumulated comprehensive income (loss), with the exception of unrealized losses believed to be related to credit losses, if any, which are recognized in earnings in the period the impairment occurs. Impairment assessments are made at the individual security level each reporting period. When the fair value of an available-for-sale debt investment is less than its cost at the balance sheet date, a determination is made as to whether the impairment is related to a credit loss and, if it is, the portion of the impairment relating to credit loss is recorded as an allowance through net income. Realized gains and losses, if any, on available-for-sale securities are included in other income (expense), net, in the condensed consolidated statements of operations based on the specific identification method.

In connection with the acquisition of Surface Oncology, Inc. (“Surface”) on September 8, 2023 (the “Surface Acquisition”), the Company recorded contingent consideration liabilities related to contingent value rights (“CVRs”). The fair value of the CVR liabilities were determined using a Monte Carlo simulation-based model discounted to present value and represents a Level 3 measurement within the fair value hierarchy. Assumptions used in this calculation include estimated revenue, discount rate and various probability factors.

The Revenue Participation Right Purchase and Sale Agreement (the “Revenue Purchase and Sale Agreement”), dated as of May 8, 2024 among the Company and Coduet Royalty Holdings, LLC, as administrative agent and each buyer named in an annex thereto (collectively, the “Purchaser Group”) (see Note 8. Financial Liabilities) contained an embedded derivative that met the criteria to be bifurcated and accounted for separately from the Revenue Purchase and Sale Agreement (the "Royalty Fee Derivative Liability"). The Company recorded the initial estimated fair value of the Royalty Fee Derivative Liability of $9.2 million in accrued and other current liabilities on the condensed consolidated balance sheets. To estimate the fair value, the Company uses Monte Carlo simulation models that require the use of Level 3 unobservable inputs, primarily the amount and timing of our expected future revenue, the estimated volatility of these revenues, the discount rate corresponding to the risk of revenue, and the probability of certain events. The Company estimated the total fair value of the Royalty Fee Derivative Liability at June 30, 2025 and December 31, 2024, to be $1.5 million and $13.6 million, respectively. In connection with the UDENYCA Sale, the UDENYCA portion of the Royalty Fee Derivative Liability was derecognized.

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Financial liabilities related to long-term debt obligations are summarized in Note 8. Financial Liabilities. Other financial assets and liabilities from continuing operations measured at fair value on a recurring basis are summarized as follows:


	Fair Value Measurements
	June 30, 2025
(in thousands)	Level 1		Level 2		Level 3		Total
Financial Assets:
Cash equivalents⁽¹⁾	$	214,948	$	1,649	$	—	$	216,597
Marketable debt securities:
U.S. government agency securities		1,174		—		—		1,174
U.S. treasury securities		1,730		—		—		1,730
Commercial paper and corporate notes		—		17,840		—		17,840
Total	$	217,852	$	19,489	$	—	$	237,341
Financial Liabilities:
Royalty Fee Derivative Liability	$	—	$	—	$	1,490	$	1,490
Contingent consideration		—		—		632		632
Total	$	—	$	—	$	2,122	$	2,122


	Fair Value Measurements
	December 31, 2024
(in thousands)	Level 1		Level 2		Level 3		Total
Financial Assets:
Cash equivalents⁽¹⁾	$	125,549	$	—	$	—	$	125,549
Financial Liabilities:
Royalty Fee Derivative Liability	$	—	$	—	$	13,620	$	13,620
Contingent consideration		—		—		632		632
Total	$	—	$	—	$	14,252	$	14,252

(1)

Cash equivalents may include the following: money market funds, U.S. treasury securities, commercial paper or corporate notes with original maturities of 90 days or less.

The cost, unrealized gains or losses, and fair value by investment type are summarized as follows:


	June 30, 2025
(in thousands)	Cost		Unrealized Gain		Unrealized (Loss)		Fair Value
Money market funds	$	211,475	$	—	$	—	$	211,475
U.S. government agency securities		1,174		—		—		1,174
U.S. treasury securities		5,203		—		—		5,203
Commercial paper and corporate notes		19,489		5		(5)		19,489
Total	$	237,341	$	5	$	(5)	$	237,341


	December 31, 2024
(in thousands)	Cost		Unrealized Gain		Unrealized (Loss)		Fair Value
Money market funds	$	125,549	$	—	$	—	$	125,549

The Company held seven positions that were in unrealized loss positions as of June 30, 2025. No impairment was recognized in 2025. As of June 30, 2025, the remaining contractual maturities of available-for-sale securities were less than one year, and the average maturity of investments upon acquisition was approximately six months. The accrued interest receivable on available-for-sale marketable securities was immaterial at June 30, 2025.

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4. Inventory

Inventory of $4.5 million and $4.2 million as of June 30, 2025 and December 31, 2024, respectively, consisted entirely of finished goods. Inventory expected to be sold more than twelve months from the balance sheet date is classified as inventory, non-current on the condensed consolidated balance sheets. As of June 30, 2025 and December 31, 2024, the Company did not have any inventory of continuing operations classified as non-current.

Prepaid manufacturing of $6.7 million as of June 30, 2025 included prepayments to a CMO of $1.1 million for manufacturing services, which the Company expects to be converted into inventory within the next twelve months, and $5.6 million for research and development. Prepaid manufacturing of $6.7 million as of December 31, 2024 included $0.3 million for manufacturing services of the Company’s product and $6.4 million for research and development.

5. Balance Sheet Components

Property and Equipment, Net

Property and equipment, net of continuing operations consisted of the following:


	June 30,		December 31,
(in thousands)	2025		2024
Machinery and equipment	$	12,014	$	13,437
Computer equipment and software		2,158		3,582
Furniture and fixtures		1,041		1,055
Leasehold improvements		5,752		5,751
Total property and equipment		20,965		23,825
Accumulated depreciation and amortization		(19,058)		(20,988)
Property and equipment, net - subtotal		1,907		2,837
Less: Property and equipment, net from discontinued operations		—		(261)
Property and equipment, net	$	1,907	$	2,576

Depreciation and amortization expense related to property and equipment, net was $0.3 million and $0.7 million for the three and six months ended June 30, 2025, respectively, and $0.5 million and $1.1 million for the three and six months ended June 30, 2024, respectively.

As of June 30, 2025 and December 31, 2024, the net book value of software implementation costs of continuing operations related to hosting arrangements was $0.9 million and $1.7 million, respectively, and the amortization expense was immaterial for all periods presented.

Intangible Assets, Net

Intangible assets, net of continuing operations consisted of the following:


	June 30,		December 31,
(in thousands)	2025		2024
Finite-lived assets, net of accumulated amortization of $4,053 and $2,719, as of June 30, 2025 and December 31, 2024, respectively	$	23,453	$	24,787
Indefinite-lived assets - in-process research and development		28,859		28,859
Total Intangible assets, net	$	52,312	$	53,646

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Amortization expense related to finite-lived intangible assets was $0.6 million and $1.3 million in the three and six months ended June 30, 2025, respectively, and $0.7 million and $1.6 million in the three and six months ended June 30, 2024, respectively.

The out-licensed partnership program with Novartis Institutes for Biomedical Research, Inc. (“Novartis Institutes”) (NZV930), acquired as part of the Surface Acquisition, was terminated by Novartis Institutes with an effective date of October 2, 2024. As a result, during the first quarter of 2024, the Company recognized a net impairment charge of $6.8 million in selling, general and administrative expenses in the condensed consolidated statements of operations relating to the write-off of the net carrying value of the Novartis Institutes out-license intangible asset of $10.6 million and the final remeasurement of the CVR liability related to NZV930 of $3.8 million to its fair value of zero.

Accrued and Other Current Liabilities

Accrued and other current liabilities of continuing operations consisted of the following:


	June 30,		December 31,
(in thousands)	2025		2024
Accrued commercial and research and development manufacturing	$	5,643	$	12,449
Accrued co-development costs and milestone payments		—		12,500
Royalty fee derivative liability, current		—		13,620
Accrued other		6,780		20,028
Lease liabilities, current		1,756		1,691
Total Accrued and other current liabilities	$	14,179	$	60,288

Other Liabilities, Non-current

Other liabilities, non-current of continuing operations consisted of the following:


	June 30,		December 31,
(in thousands)	2025		2024
Contingent consideration, non-current	$	632	$	632
Deferred tax liability		1,102		1,102
Revenue participation liability, non-current		13,101		27,595
Royalty fee derivative liability, non-current		1,490		—
Other		410		—
Total Other liabilities, non-current	$	16,735	$	29,329

6. Discontinued Operations

On December 2, 2024, the Company and Intas entered into the UDENYCA Purchase Agreement. On April 11, 2025, the Company completed the divestiture of the UDENYCA Business to Intas for upfront, all-cash consideration of $483.4 million, inclusive of $118.4 million for UDENYCA product inventory. The Company recognized a net gain on the UDENYCA Sale of $339.1 million, which included the cash receipts less net assets transferred to Accord or otherwise derecognized and transaction expenses of $9.9 million. At June 30, 2025, the majority of the transaction costs were unpaid. In addition, the Company is also eligible to receive two additional Earnout Payments of $37.5 million each. The first such payment is payable by Intas to the Company if Net Sales of UDENYCA for four consecutive fiscal quarters from July 1, 2025 through September 30, 2026 are equal to or greater than $300 million, and the second such payment is payable by Intas to the Company if Net Sales of UDENYCA for four consecutive fiscal quarters from July 1, 2025 through March 31, 2027 are equal to or greater than $350 million.

On June 26, 2024, the Company completed the sale of its YUSIMRY immunology franchise, which comprised certain assets, including certain YUSIMRY intellectual property, contracts, YUSIMRY inventory, and all activities related to

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research and development of YUSIMRY for upfront cash consideration of $40.0 million and the assumption of certain liabilities, including $17.0 million of inventory purchase commitments (the “YUSIMRY Sale”).

On March 1, 2024, the Company completed the sale of its CIMERLI ophthalmology franchise through the sale of its subsidiary, Coherus Ophthalmology LLC, to Sandoz for upfront, all-cash consideration of $187.8 million, inclusive of $17.8 million for CIMERLI product inventory and prepaid manufacturing assets (the “CIMERLI Sale” and, together with the UDENYCA Sale and the YUSIMRY Sale, the “Sale Transactions”).

The UDENYCA Sale represented the last and most significant divestiture of the Company’s biosimilar businesses, which comprised the UDENYCA, YUSIMRY and CIMERLI franchises; therefore, the strategic shift criteria had been met. Accordingly, for all prior periods presented, the results of the discontinued operations have been reported as a separate component of income on the condensed consolidated statements of operations, and the assets and liabilities of the discontinued operations have been presented separately in the condensed consolidated balance sheets.

The Company used a portion of the proceeds of the UDENYCA Sale to repay substantially all of the outstanding 2026 Convertible Notes and to buy out the right to receive royalties on net sales of UDENYCA in accordance with the Revenue Purchase and Sale Agreement. Accordingly, the interest expense and loss on debt extinguishment associated with these arrangements have been presented within discontinued operations. Interest expense related to the $175.0 million portion of the $250.0 million aggregate principal amount senior secured term loan facility, entered into on January 5, 2022 (as amended, the “2027 Term Loans”), was required to be repaid in April 2024 in connection with the CIMERLI Sale and has also been presented within discontinued operations.

The following table presents a reconciliation of discontinued operations for the periods presented:


	Three Months Ended				Six Months Ended
	June 30,				June 30,
(in thousands)	2025		2024		2025		2024
Net revenue	$	23,094	$	54,683	$	55,228	$	129,438
Costs and expenses:
Cost of goods sold		6,548		26,559		25,897		59,706
Research and development		440		1,357		162		1,403
Selling, general and administrative		2,027		7,650		9,483		23,950
Total costs and expenses		9,015		35,566		35,542		85,059
Income from operations		14,079		19,117		19,686		44,379
Interest expense		(487)		(1,272)		(3,484)		(9,270)
Loss on debt extinguishment		(10,286)		—		(10,286)		—
Other income (expense), net		221		—		(11,560)		—
Gain on Sale Transactions, net		339,102		24,085		339,102		177,732
Net income from discontinued operations before income taxes		342,629		41,930		333,458		212,841
Income tax provision		—		—		—		—
Net income from discontinued operations, net of tax	$	342,629	$	41,930	$	333,458	$	212,841

Net revenue from discontinued operations by product was as follows:


	Three Months Ended				Six Months Ended
	June 30,				June 30,
(in thousands)	2025		2024		2025		2024
UDENYCA	$	23,190	$	50,917	$	54,652	$	93,584
CIMERLI		(96)		—		533		28,194
YUSIMRY		—		3,766		43		7,660
Total net revenue from discontinued operations	$	23,094	$	54,683	$	55,228	$	129,438

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Assets of discontinued operations, all of which were derecognized as of June 30, 2025, were as follows at December 31, 2024:


	December 31,
(in thousands)	2024
Assets of Discontinued Operations
Inventory	$	65,887
Prepaid manufacturing		4,983
Other prepaids and current assets		1,310
Total assets of discontinued operations, current		72,180
Property and equipment, net		261
Inventory, non-current		43,776
Other assets, non-current		206
Total assets of discontinued operations, non-current		44,243
Total assets of discontinued operations	$	116,423

Consistent with the historical offsetting payment practices of the Company’s Customers, certain cash receipts for sales made by Coherus prior to the UDENYCA Closing Date have been reduced by Customers to pay themselves for chargebacks, including chargebacks related to sales of UDENYCA made by Accord on or after the UDENYCA Closing Date. In accordance with the terms of the UDENYCA TSA, all the cash deductions taken by Customers related to sales made by Accord will be repaid to Coherus by Accord. As of June 30, 2025, such amounts receivable from Accord were $6.4 million and were classified in TSA receivables, net on the condensed consolidated balance sheet.

The following table presents the balance sheet classifications of assets and liabilities that were related to discontinued operations but did not transfer to any of the buyers in the Sale Transactions, and thus were not classified as discontinued operations:


	June 30,		December 31,
(in thousands)	2025		2024
Assets
Trade receivables, net⁽¹⁾	$	(10,273)	$	102,365
Liabilities
Accrued rebates, fees and reserves	$	95,062	$	163,771
Liabilities to be paid in connection with UDENYCA Sale
Accrued and other current liabilities	$	—	$	14,816
Other liabilities, non-current	$	—	$	15,667
Convertible notes (Note 8)	$	—	$	228,229

(1)	Chargebacks and discounts for prompt payment are classified as a reduction in trade receivables.

Cash flows from continuing operations and discontinued operations have been presented together in the condensed consolidated statement of cash flows. During the six months ended June 30, 2025, operating cash flows of discontinued operations were primarily related to the adjustment for the net gain on UDENYCA Sale of $339.1 million, partially offset by a loss on debt extinguishment of $10.3 million. During the six months ended June 30, 2024, operating cash flows of discontinued operations were primarily related to the adjustment for the net gain on Sale Transactions of $177.7 million and an increase in UDENYCA inventory which resulted in a net cash outflow of $15.5 million.

In connection with the Sale Transactions, the Company entered into separate TSAs with each of the buyers pursuant to which the Company is providing certain business support services including billings, collections, and the remittance of rebates, to ensure business continuity for patients and customers for specified periods. Under each of the TSAs, the Company is entitled to be reimbursed for its costs. Such reimbursements were $1.7 million and $0.8 million for the three months ended June 30, 2025 and 2024, respectively, and $1.8 million and $1.2 million for the six months ended

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June 30, 2025 and 2024, respectively, and were recorded as a reduction to operating expenses or in other income (expense), net in the condensed consolidated statements of operations based on the nature of the payment.

7. Collaborations and Other Arrangements

In-Licensing Agreement

Junshi Biosciences

In March 2024, the Company entered into an Amendment No. 2 (the “2^nd Amendment”) to the Exclusive License and Commercialization Agreement (the “Collaboration Agreement”) with Junshi Biosciences Co., Ltd. (“Junshi Biosciences”) to revise the timing of the $25.0 million milestone payment to Junshi Biosciences that became due in connection with the approval by the U.S. Food and Drug Administration (“FDA”) of toripalimab for the treatment of patients with NPC in the first quarter of 2024. Under the terms of the 2^nd Amendment, the $25.0 million milestone payment was split into two installments of $12.5 million each, one that was paid in the second quarter of 2024 and one that was paid in January of 2025.

The research and development expense recognized for obligations to Junshi Biosciences for the three and six months ended June 30, 2025 and the three months ended June 30, 2024 was not material. During the six months ended June 30, 2024, the Company recognized a reduction in research and development expenses for the release of certain liabilities of $4.8 million pursuant to the 2^nd Amendment with Junshi Biosciences. In the condensed consolidated balance sheets as of December 31, 2024, the Company classified $12.5 million in accrued and other current liabilities, as well as $0.4 million in accounts payable related to the co-development, regulatory and technology transfer costs related to these programs.

The accrued royalty obligation to Junshi Biosciences was $2.0 million and $1.5 million as of June 30, 2025 and December 31, 2024, respectively. The additional milestone payments, option fee for the IL-2 cytokine and royalties are contingent upon future events and, therefore, will be recorded if and when it becomes probable that a milestone will be achieved, or when an option fee or royalties are incurred.

8. Financial Liabilities

A summary of the Company’s debt obligations as of the dates indicated, including the level within the fair value hierarchy (see Note 3. Fair Value Measurements), is as follows:


	At June 30, 2025
(in thousands)	Principal Amount			Unamortized Debt Discount and Debt Issuance Costs	Net Carrying Value		Estimated Fair Value		Level
Financial Liabilities:
2029 Term Loan	$	38,660	$	(1,793)	$	36,867	$	36,867	Level 2*
2026 Convertible Notes	$	121	$	—	$	121	$	119	Level 2**

	At December 31, 2024
(in thousands)	Principal Amount		Unamortized Debt Discount and Debt Issuance Costs		Net Carrying Value		Estimated Fair Value		Level
Financial Liabilities:
2029 Term Loan	$	38,660	$	(1,962)	$	36,698	$	36,698	Level 2*
2026 Convertible Notes	$	230,000	$	(1,771)	$	228,229	$	223,100	Level 2**

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*	The principal amounts outstanding are subject to variable interest rates based on three-month SOFR plus fixed percentages. Therefore, the Company believes the carrying amounts of these obligations approximate their fair values.

The fair value is influenced by interest rates, the Company’s stock price and stock price volatility and is determined by prices observed in market trading. Since the market for trading of the 2026 Convertible Notes is not considered to be an active market, the estimated fair value is based on Level 2 inputs.

2029 Term Loan

On May 8, 2024, the Company entered into a senior secured term loan facility for up to $38.7 million (the “2029 Term Loan”) and received proceeds, net of the original issuance discount, of $37.5 million. The net proceeds were used by the Company as part of the full repayment of the 2027 Term Loans.

The 2029 Term Loan matures on May 8, 2029. The amount borrowed under the 2029 Term Loan accrues interest equal to 8.0%, plus a three-month SOFR rate per annum. The 2029 Term Loan provides for interest-only payments on a quarterly basis until maturity. The loan agreement, by and among the Company, Ankura Trust Company, LLC and the lenders signatory thereto (the “2029 Loan Agreement”), contains certain covenants, and the Company was in full compliance with no events of default as of June 30, 2025.

Interest expense on the 2029 Term Loan was $1.3 million and $2.6 million for the three and six months ended June 30, 2025, respectively, and $0.8 million for the three and six months ended June 30, 2024, and is classified within continuing operations on the condensed consolidated statements of operations.

Revenue Purchase and Sale Agreement

On May 8, 2024, concurrent with the 2029 Term Loan, the Company entered into the Revenue Purchase and Sale Agreement with the Purchaser Group. Under the terms of the Revenue Purchase and Sale Agreement, the Purchaser Group paid the Company $37.5 million, subject to certain conditions at closing (the “Purchase Price”). In exchange, the Company sold to the Purchaser Group a right to receive 5.0% of U.S. net sales of UDENYCA and LOQTORZI with respect to a specified threshold applicable to UDENYCA net sales and a specified threshold applicable to LOQTORZI net sales during an applicable year and 0.5% of U.S. net sales of UDENYCA and LOQTORZI that exceeded the specified threshold during that year (the “Revenue Payment”) for each calendar quarter commencing May 8, 2024. The Purchaser Group’s right to receive the Revenue Payment terminates and the Company no longer has the obligation to pay Revenue Payments once the Purchaser Group receives the amount equal to 2.25 times the Purchase Price allocated to each product. The Company may also buy out the Purchaser Group’s rights to receive the Revenue Payments by triggering certain conditions and paying the Purchaser Group the unpaid portion of the 2.25 multiple on the Purchase Price. The proceeds from the Purchase Price were used by the Company as part of the full repayment of the 2027 Term Loans. On April 15, 2025, the Company paid $47.7 million to buy out the Purchaser Group’s right to receive the Revenue Payments with respect to UDENYCA in accordance with the Revenue Purchase and Sale Agreement (“UDENYCA Buy-out”).

The Revenue Purchase and Sale Agreement contains certain covenants, and the Company was in full compliance with the agreement as of June 30, 2025.

The Revenue Purchase and Sale Agreement contains an embedded derivative that meets the criteria to be bifurcated and accounted for as a freestanding instrument subject to derivative accounting. The allocation of the Purchase Price to the embedded derivative resulted in a $9.2 million discount on the revenue participation liability at inception. Additionally, there was $1.4 million in issuance costs. The discount and issuance costs are amortized to interest expense over the estimated term of the Revenue Purchase and Sale Agreement using the effective interest method. In connection with the UDENYCA Buy-out, the unamortized portion of the discount and issuance costs related to UDENYCA was derecognized. For the three and six months ended June 30, 2025, there was $1.2 million and $3.8 million, respectively, of interest expense related to the Revenue Purchase and Sale Agreement, of which $0.2 million and $1.9 million related to UDENYCA and have been presented within discontinued operations, respectively. For the three and six months ended June 30, 2024, interest expense, inclusive of the amortization of discount and issuance costs,

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was $1.7 million, of which $1.2 million related to UDENYCA and has been presented within discontinued operations. For details on the Royalty Fee Derivative Liability, see Note 3. Fair Value Measurements.

A summary of the revenue participation liability is as follows:


(in thousands)	June 30, 2025		December 31, 2024
Revenue participation liability	$	15,947	$	37,994
Less: unamortized discount and issuance costs		(2,846)		(9,251)
Net carrying value	$	13,101	$	28,743

The following table summarizes the activity within the revenue participation liability:


(in thousands)
Proceeds from sale of future royalties on May 8, 2024	$	37,500
Portion of proceeds allocated to the embedded derivative		(9,202)
Issuance costs		(1,391)
Royalty payments		(5,334)
Interest expense recognized		7,170
Revenue participation liability at December 31, 2024		28,743
Royalty payments		(2,177)
Interest expense recognized		3,818
Portion derecognized in connection with the UDENYCA Buy-out		(17,283)
Revenue participation liability at June 30, 2025	$	13,101

Classification on the condensed consolidated balance sheets is as follows:


(in thousands)	Balance Sheet Classification	June 30, 2025		December 31, 2024
Revenue participation liability, current	Accrued and other current liabilities	$	—	$	1,148
Revenue participation liability, non-current	Other liabilities, non-current		13,101		27,595
Net carrying value		$	13,101	$	28,743

2027 Term Loans

The Company entered into a loan agreement in January 2022 (as amended, the “2027 Loan Agreement”) with BioPharma Credit, PLC and the 2027 Lenders that provided for a senior secured term loan facility, of which $250.0 million was funded.

On February 5, 2024, the Company entered into a Consent, Partial Release and Third Amendment to the 2027 Term Loans (the “Consent and Amendment”) with the Collateral Agent and the 2027 Lenders. Pursuant to the Consent and Amendment, among other things, the 2027 Lenders and the Collateral Agent required the Company to make a $175.0 million partial prepayment of the principal of the loans outstanding under the 2027 Loan Agreement upon consummation of the transactions contemplated by the CIMERLI Purchase Agreement. As a result of the CIMERLI Sale closing, the Company made the partial prepayment of $175.0 million of the total principal balance of $250.0 million of the 2027 Term Loans on April 1, 2024.

On May 8, 2024, in connection with entering into the 2029 Term Loan and the Revenue Purchase and Sale Agreement, the Company repaid in full all outstanding indebtedness and terminated all commitments under the 2027 Term Loans. The May 8, 2024 payoff amount of $79.6 million included principal repayment in full, accrued interest, a 3.0% prepayment premium fee of the principal amount, a make-whole interest payment and lender fees.

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The following table summarizes interest expense for the 2027 Term Loans and the dates when principal was repaid:


	Interest Expense
(in thousands)	Three Months Ended		Six Months Ended		Principal		Date Principal
Statement of Operations Classification	June 30, 2024		June 30, 2024		Amount Repaid		was Repaid
Discontinued Operations	$	75	$	6,878	$	175,000	April 1, 2024
Continuing Operations	$	1,399	$	4,315	$	75,000	May 8, 2024

1.5% Convertible Senior Subordinated Notes due 2026

In April 2020, the Company issued and sold $230.0 million aggregate principal amount of its 1.5% Convertible Senior Subordinated notes due 2026 (the “2026 Convertible Notes”). The 2026 Convertible Notes accrue interest at a rate of 1.5% per annum, payable semi-annually in arrears on April 15 and October 15 of each year and mature on April 15, 2026, unless earlier repurchased or converted.

The 2026 Convertible Notes have customary provisions relating to the occurrence of “events of default” (as defined in the Indenture for the 2026 Convertible Notes). As of June 30, 2025, the Company was in full compliance with these covenants, and there were no events of default under the 2026 Convertible Notes.

On April 15, 2025, the Company paid $170.0 million in cash to repurchase $170.0 million aggregate principal amount of the 2026 Convertible Notes in privately negotiated transactions. On May 15, 2025, pursuant to the Fundamental Change Repurchase Right (as defined in the indenture, dated as of April 17, 2020 (the “Indenture”), between the Company and U.S. Bank Trust Company, National Association (the “Trustee”), as trustee), the Company repurchased $59.9 million aggregate principal amount of the 2026 Convertible Notes, at a cash repurchase price of $59.9 million, which amount was equivalent to 100% of the principal amount of the repurchased notes, together with the accrued and unpaid interest. As of June 30, 2025, the outstanding principal amount of the 2026 Convertible Notes was $0.1 million and consisted of the remaining notes that were not tendered for repurchase. In connection with the repurchases, the Company recorded a $4.7 million loss on debt extinguishment which is classified within discontinued operations in the condensed consolidated statements of operations. The charge in the three and six months ended June 30, 2025, included the write-off of the remaining debt discount and debt issuance costs and related transaction fees.

The annual effective interest rate is 2.1% for the 2026 Convertible Notes, and the following table presents the components of interest expense which have been presented within discontinued operations:


	Three Months Ended				Six Months Ended
	June 30,				June 30,
(in thousands)	2025		2024		2025		2024
Stated coupon interest	$	209	$	862	$	1,072	$	1,725
Amortization of debt discount and debt issuance costs		83		335		423		667
Total interest expense	$	292	$	1,197	$	1,495	$	2,392

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9. Commitments and Contingencies

Purchase Commitments

The Company entered into agreements with certain vendors to secure certain CMOs to manufacture its supply of product. As of June 30, 2025, the Company’s non-cancelable purchase commitments under the terms of its agreements are as follows:


Year ending December 31, (in thousands)
2025	$	8,195
2026		260
Total obligations	$	8,455

The Company enters into contracts in the normal course of business with contract research organizations for preclinical studies and clinical trials and CMOs for the manufacture of clinical trial materials. The contracts are generally cancelable, with varying provisions regarding termination. If a contract with a specific vendor were to be terminated, the Company would generally only be obligated for products or services that the Company had received as of the effective date of the termination and any applicable cancellation fees.

Guarantees and Indemnifications

In the normal course of business, the Company enters into contracts and agreements that contain a variety of representations and warranties and provide for general indemnifications. The Company’s exposure under these agreements is unknown because it involves claims that may be made against the Company in the future but have not yet been made. To date, the Company has not paid any claims or been required to defend any action related to its indemnification obligations. However, the Company may record charges in the future as a result of these indemnification obligations. The Company assesses the likelihood of any adverse judgments or related claims, as well as ranges of probable losses. In the cases where the Company believes that a reasonably possible or probable loss exists, it will disclose the facts and circumstances of the claims, including an estimate range, if possible.

Legal Proceedings and Other Claims

The Company is a party to various legal proceedings and claims that arise in the ordinary, routine course of business and that have not been fully resolved. The outcome of such legal proceedings and claims is inherently uncertain. Accruals are recognized for such legal proceedings and claims to the extent that a loss is both probable and reasonably estimable. The best estimate of a loss within a range is accrued; however, if no estimate in the range is better than any other, then the minimum amount in the range is accrued. If it is determined that a material loss is reasonably possible and the loss or range of loss can be estimated, the possible loss is disclosed. Sometimes it is not possible to determine the outcome of these matters or, unless otherwise noted, the outcome (including in excess of any accrual) is not expected to be material, and the maximum potential exposure or the range of possible loss cannot be reasonably estimated. As of June 30, 2025 and December 31, 2024, the Company had an accrual of $6.4 million, related to such matters that was included in accrued rebates, fees and reserves on the condensed consolidated balance sheets.

In late April of 2022, the Company received a demand letter from Zinc Health Services, LLC (“Zinc”) asserting that Zinc was entitled to approximately $14.0 million from the Company for claims related to certain sales of UDENYCA from October 2020 through December 2021. No legal proceeding has been filed in connection with the claims in the letter and based on currently available information the final resolution of the matter is uncertain. The Company intends to defend any legal proceeding that may be filed. The Company has an accrual established as of June 30, 2025 that represents its estimated liability to resolve the matter. Loss contingencies are inherently unpredictable, the assessment is highly subjective and requires judgments about future events and unfavorable developments or resolutions can occur.

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The Company regularly reviews litigation matters to determine whether its accrual is adequate. The amount of ultimate loss may differ materially from the amount accrued to date.

Other than the matter in connection with the demand letter described in this Note 9. Commitments and Contingencies, there are no pending legal proceedings, other than ordinary routine litigation incidental to the business, to which the Company or any of its subsidiaries is a party, or that any of the Company or its subsidiaries' property is subject.

10. Stockholders’ Equity (Deficit)

ATM Offering

There were no shares sold under the at-the-market offering (“ATM Offering”) during the three months ended June 30, 2025 and 2024. The following table summarizes information regarding settlements under the ATM Offering for the six months ended June 30, 2025 and 2024:


	Six Months Ended June 30,
(in thousands, except share and per share data)	2025		2024
Number of common stock shares sold during the period		—		650,005
Weighted-average price per share	$	—	$	2.44
Gross proceeds	$	—	$	1,589
Less commissions and fees		—		(40)
Net proceeds after commissions and fees	$	—	$	1,549

As of June 30, 2025, the Company had approximately $64.9 million of its common stock remaining available for sales of common stock from time to time through or to Cowen and Company, LLC as the Company’s sales agent or principal in the ATM Offering.

11. Stock-Based Compensation

The following table summarizes the classification of stock-based compensation expense in the Company’s condensed consolidated statements of operations related to employees and non-employees:


	Three Months Ended				Six Months Ended
	June 30,				June 30,
(in thousands)	2025		2024		2025		2024
Cost of goods sold ⁽¹⁾	$	106	$	304	$	368	$	552
Research and development		2,131		2,266		3,841		4,460
Selling, general and administrative		3,184		4,661		6,584		9,538
Stock-based compensation subtotal		5,421		7,231		10,793		14,550
Less: Stock-based compensation from discontinued operations		(255)		(372)		(581)		(875)
Total stock-based compensation expense from continuing operations	$	5,166	$	6,859	$	10,212	$	13,675

Total stock-based compensation expense capitalized into inventory	$	43	$	400	$	286	$	794

(1) Stock-based compensation capitalized into inventory is recognized as cost of goods sold when the related product is sold.

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12. Net Income (Loss) Per Share

Basic net loss per share is calculated by dividing the net loss by the weighted-average number of shares of common stock outstanding for the period, without consideration for potential dilutive common shares. Diluted net loss per share is computed by dividing net loss by the weighted-average number of common shares outstanding for the period, without consideration for any potential dilutive common share equivalents as their effect would be antidilutive.

The following table sets forth the computation of the basic and diluted net income (loss) per share:


	Three Months Ended				Six Months Ended
	June 30,					June 30,
(in thousands, except share and per share data)	2025		2024		2025		2024
Net loss from continuing operations	$	(44,862)	$	(54,851)	$	(92,260)	$	(122,887)
Weighted-average common shares outstanding, basic and diluted		116,077,710		114,819,965		115,968,352		113,784,636
Net loss from continuing operations, basic and diluted	$	(0.39)	$	(0.48)	$	(0.80)	$	(1.08)

Net income from discontinued operations, net of tax	$	342,629	$	41,930	$	333,458	$	212,841
Weighted-average common shares outstanding, basic and diluted		116,077,710		114,819,965		115,968,352		113,784,636
Net income from discontinued operations, basic and diluted	$	2.95	$	0.37	$	2.88	$	1.87

Net income (loss)	$	297,767	$	(12,921)	$	241,198	$	89,954
Weighted-average common shares outstanding, basic and diluted		116,077,710		114,819,965		115,968,352		113,784,636
Net income (loss) per share, basic and diluted	$	2.57	$	(0.11)	$	2.08	$	0.79

The following outstanding dilutive potential shares were excluded from the calculation of diluted net income (loss) per share due to their anti-dilutive effect:


	Three Months Ended		Six Months Ended
	June 30,		June 30,
	2025	2024	2025	2024
Stock options, performance stock options and shares subject to ESPP	29,704,100	28,352,532	30,386,951	27,925,350
Restricted stock units	236,960	894,106	300,388	989,676
Shares issuable upon conversion of 2026 Convertible Notes	6,283	11,942,152	6,283	11,942,152
Total	29,947,343	41,188,790	30,693,622	40,857,178

The amounts in the table above exclude any shares contingently issuable pursuant to the CVR Agreement because the conditions that could result in a payment becoming due were not met.

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ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The interim financial statements included in this Quarterly Report on Form 10-Q and this Management’s Discussion and Analysis of Financial Condition and Results of Operations should be read in conjunction with the financial statements and notes thereto for the year ended December 31, 2024, and the related Management’s Discussion and Analysis of Financial Condition and Results of Operations, contained in the 2024 Form 10-K. In addition to historical information, this discussion and analysis contains forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. These forward-looking statements are subject to risks and uncertainties, including those discussed in the section titled “Risk Factors,” set forth in Part II – Other Information, Item 1A below and elsewhere in this report, that could cause actual results to differ materially from historical results or anticipated results.

Overview

We are a fully integrated commercial-stage innovative oncology company with an approved next-generation PD-1 inhibitor, LOQTORZI, and a pipeline that includes two mid-stage clinical candidates targeting liver, lung, head & neck, and other cancers. Our strategy is to expand the use of LOQTORZI in NPC and advance the development of new indications for LOQTORZI in combination with both our pipeline candidates as well as our industry partners, driving synergies from proprietary combinations, including first-in-class anticancer agents. On May 29, 2025 we changed our corporate name from Coherus BioSciences, Inc. to Coherus Oncology, Inc. to better align with our exclusive focus on proprietary innovative immuno-oncology medicines following the completion of the recent divestitures of our biosimilar businesses and the transition to an exclusive focus on immuno-oncology.

We primarily operate in the United States and partner with companies that operate in other countries.

Product and Product Candidates

Our portfolio includes the following product and product candidates:

Oncology

●

LOQTORZI was developed for its ability to block PD-1 interactions with its ligands, PD-L1 and PD-L2, by binding to the FG loop on the PD-1 receptor. We believe blocking PD-1 interactions with PD-L1 and PD-L2 can help to promote the immune system’s ability to attack and kill tumor cells. On October 27, 2023, we announced that LOQTORZI was approved by the FDA in combination with cisplatin and gemcitabine for the first-line treatment of adults with metastatic or recurrent locally advanced NPC, and as monotherapy for the treatment of adults with recurrent, unresectable, or metastatic NPC with disease progression on or after platinum-containing chemotherapy. LOQTORZI is an anti-PD-1 antibody that we developed in collaboration with Junshi Biosciences. We announced the launch of LOQTORZI in the U.S. on January 2, 2024.

On December 11, 2023 we announced that NCCN updated the clinical practice guidelines for NPC to include LOQTORZI as a preferred, category 1 first-line treatment option for adults with metastatic or recurrent locally advanced NPC when used in combination with cisplatin and gemcitabine. On November 26, 2024, NCCN made a further update to the clinical practice guidelines for NPC to specify that LOQTORZI is the only preferred category 1 first-line treatment option for adults with metastatic or recurrent locally advanced NPC when used in combination with cisplatin and gemcitabine. The guidelines also recommend LOQTORZI monotherapy as the only preferred treatment in subsequent lines of therapy with disease progression on or after a platinum-containing therapy.

Further evaluation of LOQTORZI is expected through multiple current and planned clinical studies by us and our partners. We have a post marketing commitment study active and enrolling patients in locations in the U.S. and Canada in order to further evaluate the efficacy of toripalimab in combination with chemotherapy

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(cisplatin and gemcitabine) in patients with advanced NPC (clinicaltrials.gov identifier# NCT06457503). Junshi Biosciences is currently enrolling in a multiregional Phase 3 clinical study evaluating the treatment of LOQTORZI with its investigational anti-BTLA antibody in LS-SCLC (clinicaltrials.gov identifier# NCT06095583). INOVIO Pharmaceuticals, Inc. plans a randomized Phase 3 study of INO-3112 and toripalimab in locally advanced, high risk HPV16/18+ oropharyngeal squamous cell carcinoma. Cancer Research Institute plans to evaluate toripalimab in combination with ENB Therapeutics’ investigational agent ENB-003 in its Phase 2 trial titled, “Immunotherapy Platform Study in Platinum Resistant High Grade Serous Ovarian Cancer (IPROC)” (clinicaltrials.gov identifier# NCT04918186) that is being performed in collaboration with Canadian Cancer Trials Group. STORM Therapeutics, Ltd. is evaluating its METTL3 inhibitor STC-15 in combination with LOQTORZI in a Phase 1b/2 study (clinicaltrials.gov identifier# NCT06975293) for the treatment of non-small cell lung cancer and head and neck squamous cell carcinoma (“HNSCC”), and has plans for melanoma and endometrial cancer. On June 27, 2024, we entered into the Canada License Agreement with Apotex, Inc. (“Apotex”), pursuant to which, we granted to Apotex an exclusive license under our rights to toripalimab to commercialize toripalimab within Canada.

●

Casdozokitug (CHS-388, formerly SRF388), is an investigational recombinant human IgG1 monoclonal antibody targeting IL-27, an immune regulatory cytokine, or protein that is overexpressed in certain cancers, including hepatocellular, lung and renal cell carcinoma. IL-27 is a cytokine secreted by macrophages and antigen presenting cells that plays an important physiological role in suppressing the immune system, as evidenced by its ability to resolve tissue inflammation. In addition, IL-27 is highly expressed during pregnancy and its expression is correlated with maternal-fetal tolerance. Due to its immune regulatory nature, there is a rationale for inhibiting IL-27 to treat cancer, as this approach will influence the activity of multiple types of immune cells that are necessary to recognize and attack a tumor. Casdozokitug received orphan drug designation from the FDA for the treatment of hepatocellular carcinoma (“HCC”) in October 2020 and fast track designation from the FDA for the treatment of HCC in November 2020. Casdozokitug is currently in three on-going clinical studies, including a Phase 1/2 study in advanced solid tumors (clinicaltrials.gov identifier# NCT04374877), a Phase 2 study in HCC (clinicaltrials.gov identifier# NCT05359861) and a randomized Phase 2 study in HCC evaluating casdozokitug in combination with toripalimab and bevacizumab (clinicaltrials.gov identifier# NCT06679985).

●

CHS-114 (formerly SRF114), is an investigational human afucosylated IgG1 monoclonal antibody selectively targeting CCR8, a chemokine receptor highly expressed on regulatory T cells (“Treg cells”) in the tumor microenvironment. CHS-114 is designed as a cytolytic antibody to cause depletion of intra-tumoral Treg cells, important regulators of immune suppression and tolerance, through ADCC, or ADCP or both. CHS-114 has shown anti-tumor activity as monotherapy or in combination with anti-PD-1 antibodies in preclinical models. We are currently evaluating CHS-114 in combination with toripalimab in a Phase 1b clinical study in second-line HNSCC (clinicaltrials.gov identifier# NCT05635643). We also have an ongoing Phase 1b clinical study of CHS-114 in combination with toripalimab and/or other treatments in participants with advanced solid tumors with the first cohorts evaluating gastric cancer and esophageal squamous cell cancer (clinicaltrials.gov identifier# NCT06657144).

License Agreement with Junshi Biosciences

On February 1, 2021, we entered into the Collaboration Agreement with Junshi Biosciences for the co-development and commercialization of LOQTORZI, Junshi Biosciences’ anti-PD-1 antibody in the United States and Canada.

Under the terms of the Collaboration Agreement, we paid $150.0 million upfront for exclusive rights to LOQTORZI in the United States and Canada, an option in these territories to Junshi Biosciences’ anti-TIGIT antibody CHS-006, an option in these territories to a next-generation engineered IL-2 cytokine, and certain negotiation rights to two undisclosed preclinical immuno-oncology drug candidates. On January 10, 2024, we announced that we had delivered a notice of termination of CHS-006 to Junshi Biosciences. We obtained the right to conduct all commercial activities of

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LOQTORZI in the United States and Canada. We are obligated to pay Junshi Biosciences up to an aggregate $380.0 million in one-time payments for the achievement of various regulatory and sales milestones, of which we have already paid $25.0 million, and a royalty in the low twenty percent range on net sales of LOQTORZI. On June 27, 2024, we entered into the Canada License Agreement pursuant to which, we granted to Apotex an exclusive license under our rights to toripalimab to commercialize toripalimab within Canada.

Key Business Updates

The following represents a summary of notable business updates and events since the filing of our Annual Report on Form 10-K for the year ended December 31, 2024, including certain items from our press releases, which readers are encouraged to review in full when they become available on our website at https://www.coherus.com. The content on the referenced website does not constitute a part of and is not incorporated by reference into this Quarterly Report on Form 10-Q.

Closing of UDENYCA Sale

On December 2, 2024, we and Intas entered into the UDENYCA Purchase Agreement, pursuant to which the Company agreed to divest the UDENYCA Business to Intas. On the UDENYCA Closing Date, we completed the divestiture of the UDENYCA Business to Intas for upfront, all-cash consideration of $483.4 million, inclusive of $118.4 million for UDENYCA product inventory. In addition, we are also eligible to receive two additional Earnout Payments. The first such payment is payable by Intas to us if Net Sales of UDENYCA for four consecutive fiscal quarters from July 1, 2025 through September 30, 2026 are equal to or greater than $300 million, and the second such payment is payable by Intas to us if Net Sales of UDENYCA for four consecutive fiscal quarters from July 1, 2025 through March 31, 2027 are equal to or greater than $350 million.

Revenue Purchase and Sale Agreement

On April 15, 2025, we paid $47.7 million to buy out the Purchaser Group’s right to receive the Revenue Payments with respect to UDENYCA in accordance with the Revenue Purchase and Sale Agreement. The Purchaser Group’s right to receive up to 5.0% of U.S. net sales of LOQTORZI with respect to a specified threshold of LOQTORZI net sales during an applicable year and 0.5% of U.S. net sales of LOQTORZI that exceeded the specified threshold during that year was unaffected by the UDENYCA Sale.

2026 Convertible Notes

On April 1, 2025, we announced we entered into privately negotiated repurchases with certain holders of our 2026 Convertible Notes, pursuant to which we agreed to repurchase certain 2026 Convertible Notes from such holders at a cash repurchase price equal to 100% of their principal amount, together with the accrued and unpaid interest to, but excluding, the date of repurchase. At the closing of these repurchases on April 15, 2025, we repurchased $170.0 million aggregate principal amount of the 2026 Convertible Notes. On May 15, 2025, pursuant to the Fundamental Change Repurchase Right (as defined in the Indenture), we repurchased $59.9 million aggregate principal amount of the 2026 Convertible Notes, at a cash repurchase price of $59.9 million, which amount was equivalent to 100% of the principal amount of the repurchased notes, together with the accrued and unpaid interest. As of June 30, 2025, the outstanding principal amount of the 2026 Convertible Notes was $0.1 million and consisted of the remaining notes that were not tendered for repurchase.

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Financial Operations Overview

Discontinued Operations

UDENYCA Sale represented the last and most significant divestiture of the Company’s biosimilar businesses, which comprised the UDENYCA, YUSIMRY and CIMERLI franchises; therefore, the strategic shift criteria had been met. Accordingly, for all prior periods presented, the results of the discontinued operations have been reported as a separate component of income on the condensed consolidated statements of operations, and the assets and liabilities of the discontinued operations have been presented separately in the condensed consolidated balance sheets.

Revenue

LOQTORZI was approved in October 2023 and was launched in the United States in December 2023.

Cost of Goods Sold

Cost of goods sold consists primarily of third-party manufacturing, distribution, royalties and certain overhead costs. Cost of goods sold includes a royalty in the low twenty percent range on net sales of LOQTORZI.

Research and Development Expense

Research and development expense represents costs incurred to conduct research, such as the discovery and development of our product candidates. We recognize all research and development costs as they are incurred. We currently track research and development costs incurred on a product candidate basis only for external research and development expenses. Our external research and development expense consists primarily of:

●

expense incurred under agreements with collaborators, consultants, third-party contract research organizations (“CROs”), and investigative sites where a substantial portion of our preclinical studies and all of our clinical trials are conducted;

●

costs of acquiring originator comparator materials and manufacturing preclinical study and clinical trial supplies and other materials from CMOs, and related costs associated with release and stability testing;

●

costs associated with manufacturing process development activities, analytical activities and pre-launch inventory manufactured prior to regulatory approval being obtained or deemed to be probable; and

●

upfront and certain milestone payments related to licensing and collaboration agreements.

Internal costs are associated with activities performed by our research and development organization and generally benefit multiple programs. These costs are not separately allocated by product candidate. Unallocated, internal research and development costs consist primarily of:

●

personnel-related expense, which includes salaries, benefits and stock-based compensation; and

●

facilities and other allocated expense, which include direct and allocated expense for rent and maintenance of facilities, depreciation and amortization of leasehold improvements and equipment, laboratory and other supplies.

The process of conducting the necessary clinical research to obtain regulatory approval is costly and time consuming. Furthermore, in the past, we have entered into collaborations with third parties to participate in the development and commercialization of our product candidates, and we may enter into additional collaborations in the future. In situations in which third parties have substantial influence over the development activities for product candidates, the estimated completion dates are not fully under our control. For example, our partners in licensed

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territories may exert considerable influence on the regulatory filing process globally. Therefore, we cannot forecast with any degree of certainty the duration and completion costs of these or other current or future clinical trials of our product candidates. We may never succeed in achieving regulatory approval for any of our pipeline product candidates. In addition, we may enter into other collaboration arrangements for our other product candidates, which could affect our development plans or capital requirements.

Selling, General and Administrative Expense

Selling, general and administrative expense consists primarily of personnel costs, allocated facilities costs and other expense for outside professional services, including legal, insurance, human resources, outside marketing, advertising, audit and accounting services, acquisition-related costs, and costs associated with establishing commercial capabilities in support of the commercialization of LOQTORZI. Personnel costs consist of salaries, benefits and stock-based compensation. Reimbursement of expenses from counterparties to the TSAs are recorded as reductions to selling, general and administrative expense.

Interest Expense

Interest expense consists primarily of interest incurred on our outstanding indebtedness, our Revenue Purchase and Sale Agreement, and non-cash interest related to the amortization of debt discount and debt issuance costs associated with our outstanding debt agreements.

Other Income (Expense), Net

Other income (expense), net consists primarily of interest earned on our cash and cash equivalents, non-cash accretion of discount on our investments in marketable securities, foreign exchange gains (losses) resulting from currency fluctuations, gains (losses) from financial instruments including the change in fair value of the Royalty Fee Derivative Liability, gains (losses) from disposal of long-lived assets, and income related to certain services provided under transition service agreements.

Results of Operations

Comparison of Three and Six Months Ended June 30, 2025 and 2024

Revenue


	Three Months Ended June 30,						Six Months Ended June 30,
(in thousands)	2025		2024		Change		2025		2024		Change
LOQTORZI	$	9,959	$	3,789	$	6,170	$	17,307	$	5,777	$	11,530
Other revenue		295		6,507		(6,212)		546		6,827		(6,281)
Total net revenue	$	10,254	$	10,296	$	(42)	$	17,853	$	12,604	$	5,249

The increase in LOQTORZI net revenue for the three and six months ended June 30, 2025 compared to the same periods in the prior year was due to volume growth of LOQTORZI, which launched in December 2023. Other revenue decreased in the three and six months ended June 30, 2025 compared to the prior year periods due to $6.3 million for the sale of rights to commercialize toripalimab within Canada on June 27, 2024.

We expect net revenue from continuing operations in 2025 to be higher than in 2024 because of continued growth of LOQTORZI.

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Cost of Goods Sold



	Three Months Ended June 30,								Six Months Ended June 30,
(in thousands)	2025			2024			Change		2025			2024			Change
Cost of goods sold	$	3,395		$	1,809		$	1,586	$	6,048		$	3,248		$	2,800
Gross margin		67	%		82	%				66	%		74	%

The increase in cost of goods sold from continuing operations for the three and six months ended June 30, 2025 compared to the same periods in the prior year was primarily due to volume growth of LOQTORZI, which launched in December 2023.

We expect cost of goods sold from continuing operations for 2025 to be higher than 2024 because of continued growth of LOQTORZI.

Research and Development Expense


	Three Months Ended June 30,						Six Months Ended June 30,
(in thousands)	2025		2024		Change		2025		2024		Change
Research and development	$	26,306	$	20,598	$	5,708	$	50,662	$	49,022	$

Coherus Oncology, Inc. 10-Q