Coherus Oncology Inc美股招股说明书(2026-01-23版)

Common Stock We previously entered into a sales agreement with Cowen and Company, LLC, dated as of November8,2022 and as amended on May15, 2023 and September11, 2023, which was assigned to TD Securities(USA) LLC, or TD Cowen, relating to shares of our common stock, $0.0001 par value per share, offered bythis prospectus supplement and the accompanying prospectus. The amendment to the sales agreement, datedMay15, 2023, or Amendment No. 1, reduced the aggregate offering price under the sales agreement from$150,000,000 to $63,750,000. The second amendment to the Sales Agreement, or Amendment No. 2, datedSeptember11, 2023, increased the aggregate offering price under the sales agreement from $63,750,000 to Our common stock is listed on the Nasdaq Global Market under the symbol “CHRS.” On January22,2026, the last reported sale price of our common stock on the Nasdaq Global Market was $1.59 per share. Subject to the terms and conditions of the sales agreement, TD Cowen may sell the common stock byany methods deemed to be an “at the market” offering as defined in Rule415 promulgated under theSecurities Act of 1933, as amended, or the Securities Act, including sales made directly on the NasdaqGlobal Market, or as otherwise agreed upon by TD Cowen and us. TD Cowen is not required to sell anyspecific amount of securities, but will act as sales agent using its commercially reasonable efforts consistent The compensation to TD Cowen for sales of common stock sold pursuant to the sales agreement will bean amount up to 3.0% of the gross proceeds of any shares of common stock sold under the sales agreement.In connection with the sale of the common stock on our behalf, TD Cowen will be deemed to be an“underwriter” within the meaning of the Securities Act and the compensation of TD Cowen will be deemed TD Cowen The date of this prospectus supplement is January 23, 2026. TABLE OF CONTENTS Prospectus Supplement ABOUT THIS PROSPECTUS SUPPLEMENT This document is in two parts. The first part is this prospectus supplement, which describes the specificterms of this offering of our common stock and also adds to and updates the information contained in theaccompanying prospectus and the documents incorporated by reference into this prospectus supplement andthe accompanying prospectus. The second part is the accompanying prospectus dated December 8, 2025,included in our registration statement onForm S-3 (File No. 333-291520), along with the documentsincorporated by reference therein, which provides more general information, some of which may not applyto this offering. Generally, when we refer to this prospectus, we are referring to both parts of this documentcombined. To the extent there is a conflict between the information contained in this prospectus supplement,on the one hand, and the information contained in the accompanying prospectus or in any document This prospectus supplement and the accompanying prospectus are part of a “shelf” registrationstatement that we filed with the SEC. Under this shelf registration process, we may offer from time to timevarious securities, of which this offering of shares of our common stock is a part. Such registrationstatement also includes exhibits that provide more detail on the matters discussed in this prospectussupplement and the accompanying prospectus. You should read this prospectus supplement, the We have not, and TD Cowen has not, authorized anyone to provide you with information, or to makeany representation, different from that contained or incorporated by reference in this prospectus supplementand the accompanying prospectus. We and TD Cowen take no responsibility for, and can provide noassurance as to the reliability of, any other information that others may give you. You should assume thatthe information appearing in this prospectus supplement, the accompanying prospectus, the documents We further note that the representations, warranties and covenants made by us in any agreement that isfiled as an exhibit to any document that is incorporated by reference in this prospectus supplement or theaccompanying prospectus were made solely for the benefit of the parties to such agreement, including, insome cases, for the purpose of allocating risk among the parties to such agreements, and should not bedeemed to be a representation, warranty or covenant to you. Moreover, such representations, warranties and We are not, and TD Cowen is not, making an offer to sell our common stock in any jurisdiction wherethe offer or sale is not permitted. Neither this prospectus supplement nor the accompanying prospectusconstitute, and may not be used in connection with, an offer to sell, or a solicitation of an offer to buy, anysecurities offered by this prospectus supplement by any person in any jurisdiction in which it is unlawful forsuch person to make such an offer or solicitation. You must comply with all applicable laws and regulationsin force in any applicable jurisdiction and you must o