What changed in this filing

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

2026-03-09 compared with 2025-03-17 · 504 added, 717 removed, 741 unchanged (62% of the section changed)

Quantitative and Qualitative Disclosures about Market Risk

We are exposed to market risk related to changes in interest rates.

As of December 31, 2024, we had cash and cash equivalents of $126.0 million.

Our primary exposure to market risk is interest rate sensitivity.

Due to the short-term duration of our cash and cash equivalents, we believe that our exposure to interest rate risk is not significant and a 1% movement in market interest rates would not have a material impact to our financial results.

We do not enter into investments for trading or speculative purposes.

Our financial instruments that are exposed to concentration of credit risk consist primarily of cash, cash equivalents, investments and accounts receivables.

We attempt to minimize the risks related to cash, cash equivalents and investments by investing in a broad and diverse range of financial instruments.

The investment portfolio is maintained in accordance with our investment policy, which defines allowable investments, specifies credit quality standards and limits the credit exposure of any single issuer.

There were no material losses

from credit risks on such accounts during any of the periods presented.

We are not exposed to any significant concentrations of credit risk from these financial instruments.

We are also subject to credit risk from trade receivables related to product sales, and we monitor the credit worthiness of customers that are granted credit in the normal course of business.

In general, there is no requirement for collateral from customers.

We have not experienced significant losses with respect to the collection of trade receivables.

We are exposed to interest rate risk with respect to variable rate debt.

As of December 31, 2024, we had $38.7 million principal outstanding on our 2029 Term Loan that accrues interest at 8.0% per annum, plus the three-month SOFR, with a floor of 1.0%.

We currently do not hedge our variable interest rate debt.

The interest rate during the first quarter of 2025 will be 12.33%.

A hypothetical 100 basis point increase in the interest rate on our variable rate debt could result in up to a $0.4 million increase in the annual interest expense that we pay.

In April 2020, we issued $230.0 million aggregate principal amount of 2026 Convertible Notes with a fixed interest rate of 1.5%.

Since the notes have a fixed annual interest rate, we have no financial or economic interest exposure associated with changes in interest rates for these notes.

However, the fair value of fixed rate debt fluctuates when interest rates change.

Additionally, the fair value of the 2026 Convertible Notes can be impacted when the market price of our common stock fluctuates.

We carry the 2026 Convertible Notes on our balance sheets at face value less the unamortized discount and issuance costs, and we present the fair value for required disclosure purposes only.

We plan to use a portion of the proceeds of the UDENYCA Sale to fully repay the entirety of the 2026 Convertible Notes.

Substantially all of our sales are denominated in U.S.

dollars, and since the CIMERLI Sale, we do not have any material exposure to the exchange rate between the U.S.

Dollar and the Euro.

We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act, and in Item 10(f)(1) of Regulation S-K, therefore this disclosure item is not applicable.

Consolidated Financial Statements and Supplementary Data

COHERUS BIOSCIENCES, INC.

COHERUS ONCOLOGY, INC.

ANNUAL REPORT ON FORM 10-K

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Consolidated Statements of Operations

Consolidated Statements of Comprehensive Income (Loss)

Consolidated Statements of Stockholders’ Deficit

Consolidated Statements of Comprehensive Income

Consolidated Statements of Stockholders’ E quity ( Deficit )

Consolidated Statements of Cash Flows

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Report of Independent Registered Public Accounting Firm

To the Stockholders and the Board of Directors of Coherus BioSciences, Inc.

To the Stockholders and Board of Directors of Coherus Oncology, Inc.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Coherus BioSciences, Inc.

(the Company) as of December 31, 2024 and 2023, the related consolidated statements of operations, comprehensive income (loss), stockholders' deficit and cash flows for each of the three years in the period ended December 31, 2024, and the related notes (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2024, in conformity with U.S.

We have audited the accompanying consolidated balance sheets of Coherus Oncology, Inc.

(the Company) as of December 31, 2025 and 2024, the related consolidated statements of operations, comprehensive income, stockholders' equity (deficit) and cash flows for each of the two years in the period ended December 31, 2025, and the related notes (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2025, in conformity with U.S.

generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) and our report dated March 17, 2025 expressed an adverse opinion thereon.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) and our report dated March 9, 2026 expressed an unqualified opinion thereon.

Basis for Opinion

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The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Estimate of Reserves for Chargebacks and Rebates

………………………………………………………………………………

Net product revenue ………………………………………………………………………………

Description of the Matter

For the year ended December 31, 2025, the Company recorded net product revenue of $40.8 million.

As described in Note 1 to the consolidated financial statements, the Company recognizes revenues from product sales at the net sales price, which includes estimates of reserves for chargebacks and rebates it provides to hospitals, clinics, and payers under commercial and government programs.

These reserves are recorded in the period when sales occur and are based on the amounts to be claimed on the related sales which may not be known at the point of sale.

Chargebacks and rebates are estimated based on expected channel and payer mix, and contracted discount rates, adjusted for current period assumptions.

Estimated chargebacks are recorded as a reduction of trade receivables on the consolidated balance sheet and totaled $110.8 million at December 31, 2024.

Estimated rebates are presented within accrued rebates, fees and reserves on the consolidated balance sheet and totaled $123.7 million at December 31, 2024.

Auditing the estimates for chargebacks and rebates was complex due to the judgmental nature of the assumptions used.

In particular for product that remains in the distribution channel at December 31, 2024, management is required to estimate the portion of product that is expected to be subject to a chargeback and rebate as well as the applicable discount rate.

Auditing net product revenue was challenging due to the volume of sales transactions and estimated chargebacks and rebates.

How We Addressed the Matter in Our Audit

We obtained an understanding, evaluated the design and tested the operating effectiveness of internal controls over the Company's estimates of chargebacks and rebates, which are accounted for as reductions to revenue.

This included controls over management’s review of significant assumptions used in the estimates such as expected channel and payer mix and contractual discount rate.

To test the Company's estimated reserves for chargebacks and rebates, our audit procedures included, among others, testing the accuracy and completeness of the underlying data used in the Company’s analyses and evaluating the significant assumptions stated above.

Specifically, for estimated chargebacks and rebates, we obtained third-party channel inventory reports and reviewed the remaining inventory in the distribution channel, tested historical channel and payer mix data, and compared applicable contractual chargeback or rebate percentages applied against executed chargeback and rebate agreements.

We also assessed the completeness and accuracy of current and historical channel and payer mix and discount rate data used in management’s estimates and performed sensitivity analyses to determine the effect of changes in assumptions, where appropriate.

We obtained an understanding, evaluated the design and tested the operating effectiveness of internal controls over the Company’s revenue recognition process to determine the timing and measurement of product revenue and estimation of chargebacks and rebates.

This included controls over management’s review of historical claims and trends in payment patterns.

Our audit procedures over net product revenue included, among others, performing analytical procedures over net revenues, testing appropriate cut-off of revenue recognition at period-end, confirming a sample of outstanding receivable balances with customers, performing a comparison of actual claims related to amounts accrued during the current and prior years and understanding any material executed chargeback and rebate agreements.

We further tested the completeness and accuracy of the underlying data used in the Company’s calculations through reconciliation to third-party invoices, claims data and actual cash payments.

/s/ Ernst & Young LLP

We have served as the Company’s auditor since 2012.

San Mateo, California

San Francisco, California

March 9, 2026

Coherus BioSciences, Inc.

Coherus Oncology, Inc.

Consolidated Balance Sheets

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Trade receivables, net

TSA receivables, net (Note 6)

TSA receivables, net

Prepaid manufacturing

Other prepaids and current assets

Assets of discontinued operations, current (Note 6)

Total current assets

Property and equipment, net

Inventory, non-current

Intangible assets, net

Other assets, non-current

Liabilities and Stockholders’ Deficit

Assets of discontinued operations, non-current (Note 6)

Liabilities and Stockholders’ Equity (Deficit)

Current liabilities:

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Accrued rebates, fees and reserves

TSA payables and other accrued liabilities (Note 6)

TSA payables and accrued liabilities

Accrued compensation

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Total current liabilities

Term loans, non-current

Convertible notes

Term loan, non-current

Convertible notes, non-current

Lease liabilities, non-current

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Commitments and contingencies (Note 9)

Stockholders’ deficit:

Stockholders’ equity (deficit):

Preferred stock ($ 0.0001 par value;

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shares issued and outstanding:

0 at December 31, 2024 and 2023)

0 at December 31, 2025 and December 31, 2024)

Common stock ($ 0.0001 par value;

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shares issued and outstanding:

115,614,548 and 112,215,260 at December 31, 2024 and 2023, respectively)

121,154,925 and 115,614,548 at December 31, 2025 and December 31, 2024, respectively)

Additional paid-in capital

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( 1,550,993 )

Total stockholders' deficit

Total liabilities and stockholders’ deficit

Total stockholders' equity (deficit)

Total liabilities and stockholders’ equity (deficit)

See accompanying notes.

Coherus BioSciences, Inc.

Coherus Oncology, Inc.

Consolidated Statements of Operations

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Interest expense

Gain on Sale Transactions, net (Note 6)

Loss on debt extinguishment

Other income (expense), net

Income (loss) before income taxes

Income tax provision (benefit)

Net income (loss)

Loss from continuing operations before income taxes

Income tax provision

Net loss from continuing operations

Net income from discontinued operations, net of tax (Note 6)

Net income (loss) per share:

Net loss from continuing operations - basic and diluted

Net income from discontinued operations - basic and diluted

Net income per share - basic and diluted

Weighted-average number of shares used in computing net income (loss) per share:

Basic and diluted

See accompanying notes.

Coherus BioSciences, Inc.

Consolidated Statements of Comprehensive Income (Loss )

Coherus Oncology, Inc.

Consolidated Statements of Comprehensive Income

(in thousands)

Year Ended December 31,

Net income (loss)

Other comprehensive income (loss):

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Foreign currency translation adjustments, net of tax

Comprehensive income (loss)

Comprehensive income

See accompanying notes.

Coherus BioSciences, Inc.

Consolidated Statements of Stockholders’ Deficit

Coherus Oncology, Inc.

Consolidated Statements of Stockholders’ Equity (Deficit)

(in thousands, except share and per share data)

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Issuance of common stock under the ESPP

Issuance of common stock to Junshi Biosciences, net of issuance costs

Issuance of common stock - partial payout of 2023 bonus in RSUs

Issuance of common stock under Sales Agreement, net of issuance costs

Taxes paid related to net share settlement of RSUs

Stock-based compensation expense

Other comprehensive gain, net of tax

Balances at December 31, 2022

( 1,071,216 )

Issuance of common stock upon exercise of stock options

Issuance of common stock upon vesting of RSUs

Issuance of common stock under the ESPP

Issuance of common stock in connection with Surface Acquisition:

Issuance to Surface shareholders for acquisition

Accelerated vesting of equity awards

Taxes paid related to net share settlement of equity awards

Issuance of common stock under ATM Offering, net of issuance costs

Issuance of common stock under Public Offering, net of issuance costs

Issuance of common stock under Optional Stock Purchase Agreement

Taxes paid related to net share settlement of RSUs

Stock-based compensation expense

Other comprehensive gain, net of tax

Other comprehensive loss, net of tax

Balances at December 31, 2024

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Issuance of common stock under the ESPP

Issuance of common stock - partial payout of 2023 bonus in RSUs

Issuance of common stock under ATM Offering, net of issuance costs

Taxes paid related to net share settlement of RSUs

( 1,071,216 )

Stock-based compensation expense

Other comprehensive loss, net of tax

Issuance of common stock under PIPE Securities, net of issuance costs

Other comprehensive income, net of tax

Balances at December 31, 2025

( 1,382,969 )

(1) See Note 6 for further discussion.

See accompanying notes.

Coherus BioSciences, Inc.

Coherus Oncology, Inc.

Consolidated Statements of Cash Flows

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Operating activities

Net income (loss)

Adjustments to reconcile net income (loss) to net cash used in operating activities:

Adjustments to reconcile net income to net cash used in operating activities:

Depreciation and amortization

Stock-based compensation expense

Impairment of out-license asset and remeasurement of CVR liability, net

Write-down of intangible assets and remeasurement of contingent consideration liabilities, net

Loss on debt extinguishment

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Inventory write-downs, net

Non-cash interest expense from amortization of debt and other financial liabilities discount and issuance costs

Non-cash operating lease expense

Option payment to Junshi Biosciences

Change in fair value of derivatives

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Accrued rebates, fees and reserves

TSA related operating assets and liabilities, net

Accrued compensation

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Investing activities

Purchases of investments in marketable securities

Proceeds from maturities of investments in marketable securities

Proceeds from sale of investments in marketable securities

Cash received from CIMERLI Sale (Note 6)

Cash received from YUSIMRY Sale (Note 6)

Cash and cash equivalents acquired as part of the Surface Acquisition

Milestone and option payments to Junshi Biosciences

Purchases of investments in marketable securities

Net cash received related to the Sale Transactions (Note 6)

Milestone payments to Junshi Biosciences

Other investing activities, net

Net cash provided by (used in) investing activities

Net cash provided by investing activities

Financing activities

Proceeds from 2029 Term Loan, net of debt discount and issuance costs

Proceeds from Revenue Purchase and Sale Agreement, net of issuance costs

Proceeds from issuance of common stock under ATM Offering, net of issuance costs

Proceeds from issuance of common stock under Public Offering, net of issuance costs

Proceeds from issuance of common stock upon exercise of stock options

Proceeds from (repayment of) Revenue Purchase and Sale Agreement, net of issuance costs

Proceeds from issuance of common stock under Private Placement, net of issuance costs

Proceeds from issuance of common stock under Sales Agreement, net of issuance costs

Proceeds from purchase under the employee stock purchase plan

Taxes paid related to net share settlement

Proceeds from 2027 Term Loans, net of debt discount and issuance costs

Repayment of 2022 Convertible Notes and premiums

Repayment of 2025 Term Loan, premiums and exit fees

Redemption of 2026 Convertible Notes, including transaction costs

Repayment of 2027 Term Loans, premiums and make-whole

Other financing activities

Net cash (used in) provided by financing activities

Other financing activities, net

Net cash used in financing activities

Net increase (decrease) in cash, cash equivalents and restricted cash

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Supplemental disclosures of non-cash activities

Capitalized and accrued milestone payment during the period to Junshi Biosciences

Stock issued under Optional Stock Purchase Agreement

Non-cash employee bonuses settled in common stock

See accompanying notes.

Coherus BioSciences, Inc.

Coherus Oncology, Inc.

Notes to Consolidated Financial Statements

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Description of the Business

Coherus BioSciences, Inc.

(the “Company” or “Coherus”) is a commercial-stage biopharmaceutical company focused on the research, development and commercialization of innovative immunotherapies to treat cancer.

The Company’s commercial portfolio includes its first product, UDENYCA, a biosimilar to Neulasta, a long-acting G-CSF, and LOQTORZI, a novel next-generation PD-1 inhibitor.

The Company is developing an innovative immuno-oncology pipeline that is expected to bring forward new potential indications for LOQTORZI in the U.S.

and the development of new product candidates.

UDENYCA 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 entered into the UDENYCA Purchase Agreement, pursuant to which, and upon the terms and subject to the conditions thereof, the Company has agreed to divest the UDENYCA Business to Intas.

As consideration for the UDENYCA Sale, Intas has agreed to pay the Company $ 483.4 million in cash, inclusive of $ 118.4 million of UDENYCA product inventory, subject to downward adjustment by the amount of inventory delivered at the closing of the UDENYCA Sale less than the Inventory Target.

Intas has designated Accord to purchase the physical assets, including product inventory.

In addition, the Company is also eligible to receive two Earnout Payments of $ 37.5 million each, provided that certain minimum UDENYCA Net Sales thresholds are met during specified periods after the closing of the UDENYCA Sale.

The Company anticipates the transactions contemplated by the UDENYCA Purchase Agreement to close late in the first quarter or early in the second quarter of 2025.

On October 27, 2023, the Company 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 the Company developed in collaboration with Junshi Biosciences that is currently the only immune checkpoint inhibitor approved by the FDA for the treatment of these indications.

The Company announced the launch of LOQTORZI in the U.S.

on January 2, 2024.

Further evaluation of LOQTORZI is expected through multiple current and planned clinical studies by the Company, Junshi Biosciences and the Company’s biopharma partners.

The Company’s pipeline is comprised of earlier stage clinical and preclinical immuno-oncology programs that it plans to develop in combination with LOQTORZI as well as in partnership with other companies with immune activating or cancer agents.

The Company’s lead clinical stage product candidate is casdozokitug (CHS-388, formerly SRF388), an investigational antagonist antibody targeting IL-27, an immune regulatory cytokine, that is overexpressed in certain cancers, including hepatocellular, lung and renal cell carcinoma.

Casdozokitug received orphan drug designation from the FDA for the treatment of HCC in October 2020 and fast track designation from the FDA for the treatment of patients with HCC previously treated with standard therapies in November 2020.

Casdozokitug is currently in three on-going clinical studies, including a Phase 1/2 study in patients with advanced solid tumors, including combination with toripalimab in non-small cell lung cancer (clinicaltrials.gov identifier# NCT04374877), and a Phase 2 study in HCC (clinicaltrials.gov identifier# NCT05359861).

The Company initiated a randomized Phase 2 study in HCC evaluating casdozokitug in combination with toripalimab and bevacizumab in the fourth quarter of 2024 (clinicaltrials.gov identifier# NCT06679985).

The Company’s second clinical-stage product candidate, CHS-114 (formerly SRF114), is an investigational IgG1 antibody targeting CCR8, a chemokine receptor highly expressed on Treg cells in the TME.

The Company is enrolling patients with advanced solid tumors and HNSCC in the U.S.

in a clinical trial evaluating safety and pharmacokinetics of CHS-114 with and without LOQTORZI (clinicaltrials.gov identifier# NCT05635643).

The Company plans to initiate a Phase 1b clinical study of CHS-114 in combination with toripalimab in second-line HNSCC and initiate a Phase 1b clinical study of CHS-114 in combination with toripalimab and/or other treatments in participants with advanced solid tumors with the first cohort evaluating gastric cancer (clinicaltrials.gov identifier# NCT06657144), each in the first quarter of 2025.

The Company also has an early-stage development candidate, CHS-1000, an investigational antibody targeting human ILT4, designed to improve anti-PD-1 clinical benefit by transforming an unfavorable TME to a more favorable TME.

The Company’s IND for CHS-1000 was allowed to proceed by the FDA in the second quarter of 2024 and initiating the first-in-human clinical study remains subject to further evaluation in the Company’s portfolio prioritization process.

In addition, the Company has a product candidate, GSK4381562, which is exclusively licensed to GSK.

The Company has an obligation to pay 70 % of all milestone- and royalty-based payments that it or its affiliates receive from GSK4381562 to the holders of CVRs that expire in September 2033.

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, head & neck, colorectal and other cancers.

The Company’s strategy is to grow sales of LOQTORZI in NPC and advance the development of new indications for LOQTORZI in combination with both its pipeline candidates as well as through its partners, driving sales multiples and synergies from proprietary combinations.

On May 29, 2025, the Company changed its corporate name from Coherus BioSciences, Inc.

to Coherus Oncology, Inc.

to better align with the Company’s exit from the biosimilar business and exclusive focus on proprietary innovative immuno-oncology medicines following the recent divestitures of its biosimilar franchises.

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 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.

The Company is 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 and discontinued operations presentation has been included in the consolidated statements of operations and consolidated balance sheets for all periods presented.

Refer to Note 6.

Discontinued Operations for more information.

Basis of Consolidation

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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 has one reportable and operating segment, which is engaged in 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 cash flows.

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 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.

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Cash, cash equivalents and restricted cash comprise cash and highly liquid investments with original maturities of 90 days or less.

The following table provides a reconciliation of cash, cash equivalents and restricted cash within the consolidated balance sheets and which, in aggregate, represent the amount reported in the consolidated statements of cash flows:

(in thousands)

At beginning of period:

Cash and cash equivalents

Restricted cash

Total cash, cash equivalents and restricted cash

At end of period:

Cash and cash equivalents

Restricted cash

Total cash, cash equivalents and restricted cash

Restricted cash consists of 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 in the consolidated balance sheets.

The Company classifies milestone and option payments related to licensing arrangements as cash flows used in investing activities in its consolidated statements of cash flows.

Restricted cash consists of a deposit for a letter of credit that the Company has provided to secure its obligations under a lease and is included in other assets, non-current in the consolidated balance sheets.

The Company classifies milestone payments related to licensing arrangements as cash flows used in investing activities in its consolidated statements of cash flows.

Trade Receivables

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Investments in marketable securities primarily consist of U.S.

Treasury securities, government agency securities, commercial paper, corporate bonds and market money funds.

Treasury securities, government agency securities, commercial paper, corporate notes and market money funds.

Management determines the appropriate classification of investments in marketable securities at the time of purchase based upon management’s intent with regards to such investment and re-evaluates such designation as of each balance sheet date.

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This review includes the credit worthiness of the security issuers, the severity of the unrealized losses, whether the Company has the intent to sell the securities and whether it is more likely than not that the Company will be required to sell the securities before the recovery of the amortized cost basis.

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.

Unrealized gains and losses on available-for-sale debt securities are reported as a component of other 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.

There were no impairments related to credit losses during any of the periods presented.

Realized gains and losses, if any, on available-for-sale securities are included in other income (expense), net, in the consolidated statements of operations based on the specific identification method.

During 2024, 2023 and 2022, interest income was $ 4.5 million, $ 2.8 million and $ 1.9 million, respectively, and is included in other income (expense), net, in the consolidated statements of operations.

During 2025 and 2024, interest income was $ 7.0 million and $ 4.5 million, respectively, and is included in other income (expense), net, in the consolidated statements of operations.

Concentrations of Risk

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The Company attempts to minimize the risks related to cash, cash equivalents and marketable securities by investing in a broad and diverse range of financial instruments.

The investment portfolio is maintained in accordance with the Company’s investment policy, which defines allowable investments, specifies credit quality standards and limits the credit exposure of any single issuer.

The investment portfolio is maintained in accordance with the Company’s investment policy, which defines allowable investments, specifies credit quality standards and limits the

credit exposure of any single issuer.

The Company monitors the credit worthiness of customers that are granted credit in the normal course of business.

In general, there is no requirement for collateral from customers.

Substantially all of the Company’s revenues are in the United States to three wholesalers.

During 2024 and 2023, the products sold by the Company were UDENYCA, CIMERLI, YUSIMRY and LOQTORZI.

Net revenue for product sales of YUSIMRY and CIMERLI effectively ceased following the disposition of these two product lines on June 26, 2024 and March 1, 2024, respectively (see Note 6.

Acquisition and Dispositions).

During 2022, UDENYCA and CIMERLI were the only products sold by the Company.

Business Combination Accounting & Valuation of Acquired Assets

The Company accounts for acquisitions of entities that include inputs and processes and have the ability to create outputs as business combinations.

Judgment is required in assessing whether the acquired processes or activities, along with their inputs, meet the criteria to constitute a business, as defined by U.S.

The acquisition method of accounting requires the recognition of assets acquired and liabilities assumed at their acquisition date fair values.

The excess of the fair value of consideration transferred over the fair value of the net assets acquired is recorded as goodwill,

or when there is an excess of the fair values of these identifiable assets and liabilities over the fair value of purchase consideration, a bargain purchase gain is recorded in the consolidated statements of operations.

The estimations of fair values are based on non-observable inputs that are included in valuation models.

An income approach, which generally relies upon projected cash flow models, is used in estimating the fair value of the acquired intangible assets.

These cash flow projections are based on management's estimates of economic and market conditions including the estimated future cash flows from revenues of acquired assets, the timing and projection of costs and expenses and the related profit margins, tax rates, and discount rate.

During the measurement period, which occurs before finalization of the purchase price allocation, changes in assumptions and estimates that result in adjustments to the fair values of assets acquired and liabilities assumed, if based on facts and circumstances existing at the acquisition date, are recorded on a retroactive basis as of the acquisition date, with the corresponding offset to goodwill or bargain purchase gain (See Note 6.

Acquisition and Dispositions).

Substantially all of the Company’s revenues are from sales in the United States to three wholesalers.

Net revenue for product sales of UDENYCA, YUSIMRY and CIMERLI effectively ceased following the disposition of these product lines on April 11, 2025, June 26, 2024 and March 1, 2024, respectively (see Note 6.

Discontinued Operations).

Continuing operations products sales are entirely from LOQTORZI.

Foreign Currency

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Non-monetary assets and liabilities denominated in foreign currencies are remeasured at historical rates.

Translation gains and losses are included in accumulated other comprehensive loss in stockholders’ deficit.

Translation gains and losses are included in accumulated other comprehensive loss in stockholders’ equity (deficit).

Revenue and expense accounts are translated to U.S.

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The determination of excess or obsolete inventory requires judgment including consideration of many factors, such as estimates of future product demand, current and future market conditions, product expiration information, and potential product obsolescence, among others.

During 2024, 2023 and 2022, the Company recorded $ 14.1 million, $ 52.6 million and $ 26.0 million in inventory write-downs, respectively, within cost of goods sold in the consolidated statements of operations.

The 2024 charge was primarily for the write-down of UDENYCA inventory that did not meet acceptance criteria.

The 2023 charge was primarily for the write-down of slow moving YUSIMRY inventory and the related partial recognition of certain firm purchase commitments.

The 2022 charge was due to the competitive environment and lower demand for UDENYCA resulting in certain inventory becoming at risk of expiration.

During 2024, the Company recorded $ 14.1 million in inventory write-downs, within cost of goods sold in discontinued operations, primarily related to UDENYCA inventory that did not meet acceptance criteria.

Although the Company believes the assumptions used in estimating potential inventory write-downs are reasonable, if actual market conditions are less favorable than projected by management, write-downs of inventory, charges related to firm purchase commitments, or both may be required which would be recorded as cost of goods sold in the consolidated statements of operations.

Adverse developments affecting the Company’s assumptions of the level and timing of demand for its products include those that are outside of the Company’s control such as the actions taken by competitors and customers, the direct or indirect effects of the COVID-19 pandemic, and other factors.

Adverse developments affecting the Company’s assumptions of the level and timing of demand for its products include those that are outside of the Company’s control such as the actions taken by competitors, contract manufacturers, customers, and other factors.

Prior to the regulatory approval of product candidates, the Company incurs expenses for the manufacture of drug products that could potentially be available to support the commercial launch of the products.

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A number of factors are considered, including the current status in the regulatory approval process, potential impediments to the approval process such as safety or efficacy, viability of commercialization and marketplace trends.

Inventory in the consolidated balance sheets as of December 31, 2024 relates to UDENYCA and LOQTORZI.

The Company began to capitalize inventory costs associated with UDENYCA, CIMERLI and LOQTORZI after receiving final regulatory approval in November 2018, August 2022, and October 2023, respectively, and capitalization of YUSIMRY inventory costs began in the second quarter of 2022 when sales were deemed probable.

I nventory in the consolidated balance sheets relates to LOQTORZI which is procured as a finished product.

UDENYCA inventory is classified within assets of discontinued operations on the consolidated balance sheet at December 31, 2024 .

Property and Equipment

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Interest costs incurred during the construction of major capital projects are capitalized until the underlying asset is ready for its intended use, at which point the capitalized interest costs are amortized as depreciation or amortization expense over the life of the underlying asset.

When the Company disposes of property and equipment, it removes the associated cost and accumulated

depreciation from the related accounts in the consolidated balance sheets and include any resulting gain or loss in the consolidated statements of operations.

When the Company disposes of property and equipment, it removes the associated cost and accumulated depreciation from the related accounts in the consolidated balance sheets and include any resulting gain or loss in the consolidated statements of operations.

Eligible costs of internal use software and implementation costs of certain hosting arrangements are capitalized and amortized over the estimated useful life of the software or associated hosting arrangement, as applicable.

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Shorter of lease term or useful life

Goodwill and Intangible Assets

Goodwill represents the excess of the consideration transferred over the fair value of net assets acquired in a business combination.

Goodwill is not amortized but is evaluated for impairment on an annual basis, during the fourth quarter, or more frequently if an event occurs or circumstances change that would more-likely-than-not reduce the fair value of the Company’s single reporting unit below its carrying amount.

Intangible Assets

Acquired in-process research and development (“IPR&D”) that the Company acquires in conjunction with the acquisition of a business represents the fair value assigned to incomplete research projects which, at the time of acquisition, have not reached technological feasibility.

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The Company evaluates IPR&D for impairment on an annual basis, during the fourth quarter, or more frequently if impairment indicators exist.

Finite-lived intangible assets are generally amortized on a straight-line basis over their estimated economic life and are reviewed periodically for impairment.

Finite-lived intangible assets are generally amortized on a straight-line basis over their estimated economic life and are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable.

The amortization expense related to capitalized milestone payments under license agreements and the amortization expense from out-licenses are recorded as a component of cost of goods sold in the consolidated statements of operations.

The estimated life for capitalized milestone payments is ten years , and the life for acquired out-licenses is fifteen years .

The estimated life for capitalized milestone payments is ten years .

Impairment of Long-Lived Assets

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Financial Liabilities) contains the Royalty Fee Derivative Liability that meets the criteria to be bifurcated and accounted for separately from the Revenue Purchase and Sale Agreement.

The Royalty Fee Derivative Liability was recorded at fair value upon entering into the Revenue Purchase and Sale Agreement and is subsequently remeasured to fair value at each reporting period with the corresponding change in fair value recognized in other income (expense), net in the consolidated statements of operations.

The Revenue Purchase and Sale Agreement was initially valued and is remeasured using Monte Carlo simulation models to perform the “with-and-without” method, which involves valuing the Revenue Purchase and Sale Agreement with the embedded derivative and then valuing it without the embedded derivative.

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The effective interest rate is calculated based on the rate that would enable the liability to be repaid in full over the anticipated life of the arrangement.

Interest expense is recognized over the estimated term on the consolidated statement of operations.

The interest rate on this revenue participation liability may vary during the term of the agreement depending on a number of factors, including the level of actual and forecasted net sales.

Increases or decreases in forecasted net sales could have a significant impact on the revenue participation liability, interest expense, and the time period for repayment.

If the UDENYCA Sale is consummated, the Company plans to use a portion of the proceeds to pay off the 2026 Convertible Notes and buy out certain royalty obligations related to UDENYCA pursuant to the Revenue Purchase and Sale Agreement.

Interest expense is recognized over the estimated term on the consolidated statement of operations for the portion related to LOQTORZI and in discontinued operations for the UDENYCA portion .

The interest rate may vary during the term of the agreement depending on a number of factors, including the levels of actual and forecasted net sales.

Increases or decreases in forecasted net sales could have an impact on the revenue participation liability, interest expense, and the time period for repayment.

In the second quarter of 2025, the Company used a portion of the UDENYCA Sale proceeds to buy out royalty obligations related to UDENYCA pursuant to the Revenue Purchase and Sale Agreement (see Note 6.

Discontinued Operations).

Contingent Consideration

Contingent consideration primarily relates to the potential payments to holders of the CVRs that are contingent upon the achievement of the Company and certain third-parties meeting product development or financial performance milestones.

Contingent consideration primarily relates to the potential payments to holders of the CVRs that are contingent upon the achievement by the Company and certain third-parties meeting product development or financial performance milestones.

For transactions accounted for as business combinations, the Company records contingent consideration at fair value at the date of the acquisition based on the consideration expected to be transferred.

Liabilities for contingent consideration are remeasured each reporting period and subsequent changes in fair value are recognized within loss from operations in the consolidated statements of operations.

Liabilities for contingent consideration are remeasured each reporting period and subsequent changes in fair value are recognized within loss from continuing operations in the consolidated statements of operations.

The assumptions utilized in the calculation of the fair values include probability of success and the discount rates.

Contingent consideration involves certain assumptions requiring significant judgment and actual results may differ from estimated amounts.

Each CVR entitles the holder to receive quarterly contingent payments in the form of cash, stock or a combination of cash and stock at the Company’s discretion during the ten-year period following September 8, 2023, for the sum of the following, less any permitted deductions in accordance with the CVR Agreement:

● 25 % of any upfront payment received by the Company or its affiliates pursuant to potential ex-U.S.

licensing agreements for tagmokitug;

● 50 % of any upfront payment received by the Company or its affiliates pursuant to potential ex-U.S.

licensing agreements for casdozokitug.

The Company is unable to estimate a range of outcomes for potential royalty and milestone payments for tagmokitug and casdozokitug.

With the termination of out-licensed partnership programs in 2025 and 2024, the corresponding CVR liabilities for GSK4381562 and NZV930 were remeasured to their final fair values of zero in 2025 and 2024, respectively (see Note 3.

Fair Value Measurements and Note 5.

Balance Sheet Components).

The Company sells to wholesalers and distributors, (collectively, “Customers”).

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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 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.

Payment terms differ by jurisdiction and customer, but typically range from approximately 30 to 80 days from date of shipment.

The Company recognizes revenue from sales to the U.S.

federal government for placement into 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.

Product Sales Discounts and Allowances

Revenue from product sales is recorded at the net sales price (“transaction price”), which includes estimates of variable consideration for which reserves are established and that result from chargebacks, rebates, co-pay assistance, prompt-payment discounts, returns and other allowances that are offered within contracts between the Company and its Customers, Healthcare Providers, payers and GPOs.

Revenue from product sales is recorded at the net sales price, or transaction price, which includes estimates of variable consideration for which reserves are established resulting from chargebacks, rebates, co-pay assistance, prompt-payment discounts, returns and other allowances that are offered within contracts between the Company and its Customers, Healthcare Providers, payers and GPOs.

These reserves are based on the amounts earned or to be claimed on the related sales and are classified as reductions in trade receivables (if the amounts are payable to a Customer) or current and non-current liabilities (if the amounts are payable to a party other than a Customer).

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Overall, these reserves reflect the best estimates of the amount of consideration to which the Company is entitled based on the terms of its contracts.

The amount of variable consideration that is included in the transaction price may be constrained, and is included in the net sales price only to the extent that it is probable that a significant reversal in the amount of the cumulative revenue recognized will not occur in a future period.

The actual amount of consideration ultimately received may differ.

The amount of variable consideration that is included in the transaction price may be constrained, and is only included in the net sales price to the extent that it is probable that a significant reversal in the amount of the cumulative revenue recognized will not occur in a future period.

The actual amount of

consideration ultimately received may differ.

If actual results in the future vary from the Company’s estimates, the estimates will be adjusted, which will affect net product revenue in the period that such variances become known.

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Rebates include mandated discounts under the Medicaid Drug Rebate Program, other government programs and commercial contracts.

Rebate amounts owed after the final dispensing of the product to a benefit plan participant are based upon contractual agreements or legal requirements with these public sector benefit providers.

Rebate amounts owed after the final dispensing of the product to a benefit plan participant are based upon contractual agreements or legal requirements with public sector benefit providers.

The accrual for rebates is based on statutory or contractual discount rates and expected utilization.

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The Company offers its Customers limited product return rights, which are principally based upon whether the product is damaged or defective, or the product’s expiration date.

Product return reserves are established for returns made by Customers and are recorded in the period the related revenue is recognized, resulting in a reduction to product revenue.

In accordance with contractual terms, Customers are permitted to return product for reasons such as damaged or expired product.

The majority of Customer returns are due to product expiration.

Expired product return reserves are estimated considering historical return data to their related sales on a production lot basis.

Other Allowances:

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Royalty revenue from licensees, which is based on sales to third parties of licensed products, is recorded when the third-party sale occurs and the performance obligation to which some or all of the royalty has been allocated has been satisfied (or partially satisfied).

Royalty revenue was immaterial for all periods presented and is included in net revenue.

Royalty revenue is classified in net revenue and was $ 1.3 million and $ 1.0 million for the years ended December 31, 2025 and 2024, respectively.

Cost of Goods Sold

Cost of goods sold consists primarily of third-party manufacturing, distribution, certain overhead costs, royalties on certain products, and charges for inventory write-downs.

On May 2, 2019, the Company and Amgen settled a trade secret action brought by Amgen.

As a result, cost of goods sold reflected a mid-single digit royalty on UDENYCA net product revenue from July 1, 2019 to July 1, 2024.

Additionally, prior to the CIMERLI Sale, the Company shared a percentage of gross profits on sales of the Company’s biosimilar version of ranibizumab (Lucentis) in certain dosage forms in both a vial and pre-filled syringe presentation (the “Bioeq Licensed Products”) in the United States with Bioeq in the low- to mid- fifty percent range.

The Company incurs royalties on net sales of LOQTORZI in the low twenty percent range and, prior to the YUSIMRY Sales Transaction, incurred royalties on net sales of YUSIMRY in the mid-single digit range.

Pursuant to the license agreement with Genentech and Bioeq dated June 22, 2022, the Company incurred a royalty that was a low single-digit percentage of net sales of CIMERLI through the end of 2023.

In 2024, 2023 and 2022, cost of goods sold included inventory write-downs, net of $ 14.1 million, $ 52.6 million and $ 26.0 million, respectively.

Cost of goods sold consists primarily of third-party manufacturing, distribution, certain overhead costs, royalties on certain products, shipping and handling costs, and charges for inventory write-downs.

The Company incurs royalties on net sales of LOQTORZI in the low twenty percent range.

Research and Development Expense

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If the acquired set of activities and assets does not meet the definition of a business, the transaction is recorded as an asset acquisition and therefore, any acquired IPR&D that does not have an alternative future use is charged to expense at the acquisition date.

To date none of the Company’s license agreements have been considered to be the acquisition of a business.

Selling, General and Administrative Expense

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The Company expenses the cost of advertising, including promotional expenses, as incurred.

Advertising expenses were $ 10.9 million, $ 10.9 million and $ 10.5 million in 2024, 2023 and 2022, respectively.

Advertising expenses for continuing operations were $ 6.6 million and $ 7.4 million in 2025 and 2024, respectively.

Stock-Based Compensation

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The Company accounts for forfeitures as they occur.

The Company accounts for stock issued in connection with business combinations based on the fair value of the Company’s common stock on the date of issuance.

The Company utilizes the liability method of accounting for deferred income taxes.

Under this method, deferred tax liabilities and assets are recognized for the expected future tax consequences of temporary differences between the carrying amounts and the tax basis of assets and liabilities.

A valuation allowance is established against deferred tax assets when, based on the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized.

A valuation allowance is established against deferred tax assets when, based on the weight of available evidence,

it is more likely than not that some or all of the deferred tax assets will not be realized.

The Company’s policy is to record interest and penalties on uncertain tax positions as income tax expense.

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The Company does not expect its unrecognized tax benefits from prior years to change significantly in 2026.

Operating and Finance Leases

Operating Leases

The Company determines at an arrangement’s inception whether it is a lease.

The Company does not recognize right-of-use assets and lease liabilities related to short-term leases.

The Company also does not separate lease and non-lease components for its facility and vehicle leases.

Operating leases are included in accrued and other current liabilities, other assets, non-current, and lease liabilities, non-current in the consolidated balance sheets.

The Company does not recognize right-of-use assets and lease liabilities related to short-term leases, and the Company does not separate lease and non-lease components for its facility leases.

Operating leases are included in other assets, non-current, accrued and other current liabilities, and lease liabilities, non-current in the consolidated balance sheets.

The lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise any such options.

The Company recognizes operating lease expense for these leases on a straight-line basis over the lease term.

The terms of vehicles leased under the Company’s fleet agreement (“Vehicle Lease Agreement”) were 36 months .

The vehicles leased under this arrangement were classified as finance leases.

Finance leases are included in property and equipment, net, accrued and other current liabilities, and lease liabilities, non-current in the consolidated balance sheets.

Assets under finance leases are depreciated to operating expenses on a straight-line basis over the lease term.

As of December 31, 2024, the Company has fully satisfied its finance lease obligations and no longer has any related right-of-use assets or lease liabilities on its consolidated balance sheets.

The operating lease right-of-use assets and the lease liabilities are recognized based on the present value of lease payments over the lease term at the lease commencement date.

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Basic net income (loss) per share is calculated by dividing the net income (loss) by the weighted-average number of shares of common stock outstanding for the period, without consideration for potential dilutive common shares.

Diluted net income per share is computed by dividing the net income by the weighted average number of common shares outstanding for the period plus any diluted potential common shares outstanding for the period determined using the treasury stock method for options, PSOs, restricted stock units (“RSUs”) and ESPP and using the if-converted method for the convertible notes.

The weighted-average common stock outstanding as of December 31, 2025 includes warrants to purchase shares of common stock each with an exercise price of $ 0.01 per share that were issued in connection with the October 2025 Private Placement (see Note 11.

Stockholders’ Equity (Deficit)).

Diluted net income per share is computed by dividing the net income by the weighted average number of common shares outstanding for the period plus any diluted potential common shares outstanding for the period determined using the treasury stock method for options, performance-based stock options (“PSOs”), RSUs and ESPP and using the if-converted method for the convertible notes.

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 (see Note 14.

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The Company’s other comprehensive income (loss) includes the unrealized gain (loss) on available-for-sale securities and foreign currency translation adjustments in 2025 and 2024.

Restructuring Charges

On March 3, 2023, the Company committed to a plan to reduce its workforce to focus resources on strategic priorities including the commercialization of its diversified product portfolio and development of innovative immuno-oncology product candidates.

The reduction in force impacted approximately 50 full-time and part-time employees, effective March 10, 2023 for most of these employees.

In the first quarter of 2023, non-recurring restructuring charges associated with the reduction in force consisted of $ 3.9 million in cash expenses related to personnel expenses such as salaries, severance payments and other benefits;

and $ 1.5 million in non-cash stock-based compensation related to acceleration of vesting and extension of the stock option exercise windows for two impacted executives;

partially offset by $ 0.5 million in non-cash stock-based compensation forfeiture credits.

The reduction in force was completed during the second quarter of 2023.

For the year ended December 31, 2023, the consolidated statements of operations included $ 3.6 million in research and development expense and $ 1.3 million in selling, general and administrative expense related to the reduction in force.

Transition Service Agreements (“TSAs”)

In connection with the Sale Transactions, the Company and each of the buyers in each Sale Transaction entered into a TSA, pursuant to which the Company has provided certain business support services on behalf of the buyers including billings, collections, and the remittance of rebates, to ensure business continuity for patients and customers .

Under each TSA, the Company is entitled to be reimbursed for its costs.

Such reimbursements are recorded as a reduction to operating expenses or in other income (expense), net in the consolidated statements of operations.

Since certain contracts with third parties could not immediately be transitioned at the divestiture dates, generally because the contracts did not allow for assignment, the Company remained a legal party to transactions occurring after the closings, often functioning as an agent on behalf of the buyer.

The CIMERLI and YUSIMRY TSAs were substantially completed as of December 31, 2025.

These transactions are presented within TSA receivables, net and TSA payables and accrued liabilities in the consolidated balance sheets, and they do not affect the consolidated statements of operations.

The use of cash to settle TSA payables and accrued liabilities is expected to occur in a front-loaded fashion over the remainder of 2026.

Discontinued Operations

The Company evaluates all disposal transactions to determine whether they qualify 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).

The results of discontinued operations, including gains or losses recognized upon disposal, are presented separately from continuing operations in the consolidated statement of operations for all periods presented.

For comparative purposes, the Company presents net assets transferred in connection with divestitures as assets of discontinued operations on the consolidated balance sheet for prior periods.

Reclassifications

Certain amounts in prior years’ financial statements have been reclassified to conform with the current year presentation in 2024, including amounts in the consolidated statements of cash flows.

There were no changes to net cash used in operating activities and net cash provided by (used in) investing activities in the consolidated statements of cash flows for the prior years as a result.

Certain amounts in prior years’ financial statements have been reclassified to conform with the current period presentation of discontinued operations, including amounts in the consolidated balance sheets, consolidated statements of operations and various footnotes.

There were no changes to net income (loss).

In addition, certain amounts in the consolidated statements of cash flows have been reclassified to conform with the current period presentation, and these changes had no impact to the net cash flows of operating, investing or financing activities.

Recent Accounting Pronouncements

In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-07, Segment Reporting (Topic 280) Improvements to Reportable Segment Disclosures , which expands annual and interim disclosure requirements for reportable segments, primarily through enhanced disclosures about significant segment expenses .

ASU 2023-07 was adopted on a retrospective basis as of December 31, 2024, and it did not change the way that the Company identifies its reportable segments.

The adoption did not have a material impact on the Company’s segment-related disclosures.

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.

The Company adopted the new standard retrospectively as of December 31, 2025.

The impact was limited to the Company’s income tax-related disclosures in Note 13.

Income Taxes.

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

In November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation (Subtopic 220-40):

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The Company is currently evaluating the impact this ASU may have on its financial statement disclosures.

In November 2024, the FASB issued ASU 2024-04, Debt - Debt with Conversion and Other Options (Subtopic 470-20):

Induced Conversions of Convertible Debt Instruments, which clarifies the requirements for determining whether certain settlements of convertible debt instruments should be accounted for as an induced conversion or extinguishments of convertible debt.

The new standard is effective for annual reporting periods beginning after December 15, 2025, and interim periods within those annual reporting periods.

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 consolidated financial statements as a result of future adoption.

The Company launched LOQTORZI in December 2023, YUSIMRY in July 2023 and CIMERLI in October 2022.

Net revenue for sales of YUSIMRY and CIMERLI effectively ceased following the disposition of these two product lines on June 26, 2024 and March 1, 2024, respectively (see Note 6.

Acquisition and Dispositions).

All net product revenue was generated in the United States, and the Company’s net revenue was as follows:

The Company launched LOQTORZI in January 2024.

Net revenue for sales of UDENYCA, YUSIMRY and CIMERLI have been classified within discontinued operations (refer to Note 6.

Discontinued Operations).

All LOQTORZI net product revenue was generated in the United States.

The Company’s net revenue was as follows:

Year Ended December 31,

(in thousands)

Total net product revenue

Other revenue

Total net revenue

Gross product revenues by significant customer as a percentage of total gross product revenues were as follows :

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

Year Ended December 31,

McKesson Corporation

Cencora (previously known as AmeriSource-Bergen Corporation)

Cencora, Inc.

Cardinal Health, Inc.

Product Sales Discounts and Allowances

Chargebacks and discounts for prompt payment are recorded as a reduction in trade receivables, and the remaining reserve balances are classified as current liabilities and other liabilities, non-current on the accompanying consolidated balance sheets .

In connection with the Sale Transactions, the Company retained and will continue to be responsible for sales discounts and allowance liabilities incurred related to shipments prior to March 1, 2024 for CIMERLI and June 26, 2024 for YUSIMRY.

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 with Sandoz (the “CIMERLI TSA”) in March 2024 for CIMERLI and the Company’s Transition Services Agreement with HKF (the “YUSIMRY TSA” and, together with the CIMERLI TSA, collectively the “TSA”) in June 2024 for YUSIMRY are reflected within TSA receivables, net and TSA payables and other accrued liabilities in the consolidated balance sheets and are excluded from the below table (see Note 6.

Acquisition and Dispositions).

The activities and ending reserve balances for each significant category of sales discounts and allowances, which constitute variable consideration, are as follows:

Chargebacks and discounts for prompt payment are recorded as a reduction in trade receivables, and the rebates, co-pay assistance, returns and other allowances are classified as current liabilities and other liabilities, non-current on the accompanying consolidated balance sheets .

In connection with the Sale Transactions, the Company did not transfer and has continued to be responsible for liabilities related to sales discounts and allowances incurred for sales to customers that occurred prior to March 1, 2024 for CIMERLI, June 26, 2024 for YUSIMRY and April 11, 2025 for UDENYCA.

These obligations, as applicable, have been included in the below table.

(“Sandoz”) for CIMERLI, the Company’s Transition Services Agreement (the “YUSIMRY TSA”) with Hong Kong King-Friend Industrial Company Ltd.

(“HKF”) 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”) for UDENYCA are reflected within TSA receivables, net and TSA payables and accrued liabilities in the consolidated balance sheets and have been 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:

and Discounts

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Provision related to sales made in:

Current period

Prior period - increase (decrease)

Payments and customer credits issued

Balances at December 31, 2022

Provision related to sales made in:

Current period

Prior period - increase (decrease)

Prior years - increase (decrease)

Payments and customer credits issued

( 1,219,991 )

Balances at December 31, 2024

Provision related to sales made in:

Current period

Prior period - increase (decrease)

Prior years - increase (decrease)

Payments and customer credits issued

( 1,219,991 )

Balances at December 31, 2025

For the year ended December 31, 2025, substantially all of t he total favorable provision related to sales made in the prior years was reflected in net income from discontinued operations (see Note 6.

Discontinued Operations).

Fair Value Measurements

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

In connection with the Surface Acquisition on September 8, 2023 (see Note 6.

Acquisition and Dispositions), the Company recorded contingent consideration liabilities related to CVRs.

Impairment assessments are made at the individual security level each reporting period.

In connection with the Surface Acquisition on September 8, 2023, the Company recorded contingent consideration liabilities related to CVRs associated with certain acquired out-license assets .

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.

If different assumptions were used for the various inputs, the estimated fair value could be significantly higher or lower than the fair value the Company determined.

For example, increases in discount rates and the time to payment may result in lower fair value measurements.

There is no assurance that any of the conditions for payment of the CVR liabilities will be met.

During the three months ended March 31, 2024, the Company impaired its historical out-licensed partnership program with Novartis Institutes for Biomedical Research, Inc.

(“Novartis Institutes”) (NZV930), which resulted in a net impairment charge of $ 6.8 million in selling, general and administrative expenses in the 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 .

The remaining CVR liability associated with GSK of $ 0.5 million and other contingent consideration are recorded in other liabilities, non-current on the consolidated balance sheets at December 31, 2024.

As of December 31, 2023, the CVR liability was reduced by a fair value adjustment of $ 0.9 million which was recorded within selling, general and administrative expense in the consolidated statements of operations.

On May 8, 2024, the Company recognized the Royalty Fee Derivative Liability which was estimated to be $ 9.2 million in connection with the Revenue Purchase and Sale Agreement (see Note 8.

Financial Liabilities), which is recorded in accrued and other current liabilities on the 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 probability of certain events, the discount rate corresponding to the risk of revenue, and to a much lesser extent the estimated volatility of these revenues.

As of December 31, 2024, the estimated fair value of the Royalty Fee Derivative Liability increased to $ 13.6 million, resulting in a $ 4.4 million charge recorded in other income (expense), net on the consolidated statements of operations.

With the termination of historical out-licensed partnership programs in 2025 and 2024, the corresponding CVR liabilities for GSK4381562 and NZV930 were remeasured to their final fair values of zero in 2025 and 2024, respectively (see Note 5.

Balance Sheet Components).

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 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 December 31, 2025 and 2024, to be $ 1.5 million and $ 13.6 million, respectively.

During the years ended December 31, 2025 and 2024, the Company recorded charges of $ 12.6 million and $ 4.4 million, respectively, for the changes in estimated fair value, of which $ 11.8 million and $ 4.2 million, respectively, related to UDENYCA and was classified within discontinued operations, and $ 0.8 million and $ 0.2 million, respectively, related to LOQTORZI and was recorded in other income (expense), net on the consolidated statements of operations.

In connection with the UDENYCA Sale, the UDENYCA portion of the Royalty Fee Derivative Liability was derecognized during the three months ended June 30, 2025.

Financial liabilities related to long-term debt obligations are summarized in Note 8.

Financial Liabilities.

Other financial liabilities and financial assets measured at fair value on a recurring basis are summarized as follows:

Other financial assets and liabilities from continuing operations measured at fair value on a recurring basis are summarized as follows:

Fair Value Measurements

3 unchanged sentences

Cash equivalents (1)

Marketable debt securities:

government agency securities

treasury securities

Commercial paper and corporate notes

Financial Liabilities:

Royalty Fee Derivative Liability

Contingent consideration

Fair Value Measurements

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Cash equivalents (1)

Marketable debt securities:

government agency securities

treasury securities

Commercial paper and corporate notes

Prepaid financial instrument in Prepaid manufacturing (2)

Financial Liabilities:

Royalty Fee Derivative Liability

Contingent consideration

(1) Cash equivalents consist of money market funds, U.S treasury securities, and commercial paper and corporate notes with original maturities of 90 days or less.

(2) Relates to Optional Stock Purchase Agreement.

(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:

4 unchanged sentences

Money market funds

government agency securities

treasury securities

Commercial paper and corporate notes

December 31, 2024

3 unchanged sentences

Money market funds

government agency securities

treasury securities

Commercial paper and corporate notes

The Company held 9 positions that were in unrealized loss positions as of December 31, 2023.

No impairment was recognized in 2024 and 2023.

As of December 31, 2023, the remaining contractual maturities of available-for-sale securities were less than one year , and the average maturity of investments upon acquisition was approximately 9 months.

The Company held one position that was in an unrealized loss position as of December 31, 2025.

No impairment was recognized in 2025 or 2024.

As of December 31, 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 eight months .

The accrued interest receivable on available-for-sale marketable securities was immaterial at December 31, 2025.

Inventory consisted of the following:

(in thousands)

Raw materials

Work in process

Finished goods

During 2024, the Company recorded $ 14.1 million in charges for the write-down of UDENYCA inventory that did not meet acceptance criteria.

Inventory as of December 31, 2023 included $ 16.4 million related to the CIMERLI ophthalmology franchise and $ 17.0 million related to the YUSIMRY immunology franchise (see Note 6.

Acquisition and Dispositions).

During the year ended December 31, 2023, the Company recorded a $ 47.0 million charge for the write-down of slow moving YUSIMRY inventory, which included the recognition of $ 20.5 million in certain firm purchase commitments in cost of goods sold in the consolidated statements of operations.

Of this charge, $ 11.5 million was reflected in accrued and other current liabilities and $ 9.0 million in other liabilities, non-current in the consolidated balance sheets as of December 31, 2023.

Liabilities for firm inventory purchase commitments related to YUSIMRY were derecognized upon the YUSIMRY sale.

Inventory expected to be sold more than twelve months from the balance sheet date is classified as inventory, non-current in the consolidated balance sheets.

As of December 31, 2024 and 2023, the non-current portion of inventory consisted of raw materials, work in process and a portion of finished goods.

The following table presents the inventory balance sheet classifications:

(in thousands)

Inventory, non-current

Prepaid manufacturing of $ 11.6 million as of December 31, 2024 included prepayments of $ 5.3 million to CMOs for manufacturing services of the Company’s products and prepayments of $ 6.4 million to various CMOs for research and development pipeline programs.

Prepaid manufacturing of $ 23.7 million as of December 31, 2023 includes prepayments of $ 12.6 million to CMOs for manufacturing services, of which $ 6.4 million related to the CIMERLI ophthalmology franchise and $ 0.5 million related to the YUSIMRY immunology franchise (see Note 6.

Acquisition and Dispositions), and prepayments of $ 11.1 million to various CMOs for research and development pipeline programs .

Inventory and Prepaid Manufacturing

Inventory of $ 3.2 million and $ 4.2 million as of December 31, 2025 and 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 consolidated balance sheets.

As of December 31, 2025 and 2024, the Company had no non-current inventory within continuing operations.

Prepaid manufacturing of $ 6.8 million as of December 31, 2025 included prepayments to a CMO of $ 4.3 million for manufacturing services, which the Company expects to be converted into inventory within the next twelve months, and $ 2.4 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.

Balance Sheet Components

Property and Equipment, Net

Property and equipment, net consisted of the following:

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

(in thousands)

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Leasehold improvements

Finance lease right of use assets

Total property and equipment

Accumulated depreciation and amortization

Property and equipment, net - subtotal

Property and equipment, net from assets of discontinued operations

Property and equipment, net

Depreciation and amortization expense related to property and equipment, net was $ 1.8 million, $ 3.2 million and $ 3.6 million in 2024, 2023 and 2022, respectively.

Depreciation and amortization expense related to property and equipment, net from continuing operations was $ 1.3 million and $ 1.6 million in 2025 and 2024, respectively.

There were no material impairments of property and equipment in 2025 and 2024.

As of December 31, 2024 and 2023, the net book value of software implementation costs related to hosting arrangements was $ 2.0 million and $ 3.2 million, respectively, and the amortization expense was immaterial for all periods presented.

As of December 31, 2025 and 2024, the net book value of software implementation costs of continuing operations related to hosting arrangements was $ 0.6 million and $ 1.7 million, respectively, and the amortization expense was immaterial for all periods presented.

Intangible Assets, Net

Intangible assets, net consisted of the following:

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

(in thousands)

Finite-lived assets, net of accumulated amortization of $ 2,719 and $ 639 , as of December 31, 2024 and 2023, respectively

Finite-lived assets, net of accumulated amortization of $ 5,000 and $ 2,719 , as of December 31, 2025 and December 31, 2024, respectively

Indefinite-lived assets - in-process research and development

Total Intangible assets, net

Amortization expense related to finite-lived intangible assets was $ 3.4 million during the year ended December 31, 2024 and immaterial for the years ended December 31, 2023 and 2022.

As of December 31, 2024, amortization expense related to finite-lived assets for each of the five succeeding fiscal years is expected to be approximately $ 2.7 million.

The weighted average remaining life of the finite-lived assets is 9.4 years on December 31, 2024.

In connection with the CIMERLI Sale on March 1, 2024, a finite-lived asset, net of $ 2.1 million and goodwill of $ 0.9 million were derecognized.

In connection with the YUSIMRY Sale on June 26, 2024, a finite-lived asset with a net value of $ 0.9 million was derecognized.

The exclusive license of NZV930 to Novartis Institutes, acquired as part of the Surface Acquisition, was terminated by Novartis Institutes with an effective date of October 2, 2024.

As a result, the Company recognized an impairment charge of $ 10.6 million for the carrying value of the Novartis Institutes out-license during the three months ended March 31, 2024, which was classified within selling, general and administrative expense in the consolidated statements of operations.

No impairment charges were recognized for goodwill or intangible assets during 2023 or 2022.

Amortization expense related to finite-lived intangible assets from continuing operations was $ 2.6 million during the year ended December 31, 2025 and $ 3.4 million for the year ended December 31, 2024.

As of December 31, 2025, amortization expense from continuing operations related to finite-lived assets for each of the five succeeding fiscal years is expected to be approximately $ 2.5 million.

The weighted average remaining life of the finite-lived assets from continuing operations is 8.0 years on December 31, 2025.

During the fourth quarter of 2025, the Company wrote down $ 2.6 million of in-process research and development which is classified within research and development in the consolidated statements of operations.

The exclusive out-license of GSK4381562 to GlaxoSmithKline Intellectual Property No.

4 Limited (“GSK”), acquired as part of the Surface Acquisition, was terminated by GSK with an effective date of December 16, 2025.

As a result, during the third quarter of 2025, the Company recognized a net impairment charge of $ 1.6 million in selling, general and administrative expenses in the consolidated

statements of operations relating to the write-off of the net carrying value of the GSK out-license intangible asset of $ 2.1 million and the final remeasurement of the CVR liability related to GSK4381562 of $ 0.5 million to its fair value of zero .

The out-licensed partnership program with Novartis Institutes for Biomedical Research, Inc.

(“Novartis Institutes”) (NZV930), also 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 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 .

In connection with the CIMERLI Sale on March 1, 2024, a finite-lived intangible asset, net of $ 2.1 million and goodwill of $ 0.9 million were derecognized and the resulting charge was classified within discontinued operations.

In connection with the YUSIMRY Sale on June 26, 2024, a finite-lived intangible asset with a net value of $ 0.9 million was derecognized and the resulting charge was classified within discontinued operations.

Accrued and Other Current Liabilities

Accrued and other current liabilities consisted of the following:

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

(in thousands)

Accrued commercial and research and development manufacturing

Accrued co-development costs and milestone payments

Accrued royalties

Royalty fee derivative liability (Notes 3 and 8)

Revenue participation liability, current (Note 8)

Accrued milestone payments

Royalty fee derivative liability, current (Notes 3 & 8)

Lease liabilities, current (Note 10)

Accrued other

Lease liabilities, current

Contingent consideration, current

Total Accrued and other current liabilities

Other Liabilities, Non-current

Other liabilities, non-current consisted of the following:

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

(in thousands)

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Revenue participation liability, non-current (Note 8)

Royalty fee derivative liability, non-current (Note 3)

Total Other liabilities, non-current

Acquisition and Dispositions

2024 Dispositions

UDENYCA Sale (subject to closing)

Intas has designated Accord to purchase the physical assets, including product inventory.

In addition, upon the achievement of certain contingent events by Intas, the Company is also eligible to receive two additional Earnout Payments of $ 37.5 million each, provided that certain minimum UDENYCA Net Sales thresholds are met during specified periods after the closing of the UDENYCA Sale.

Closing of the UDENYCA Sale is not subject to a financing condition, but is subject to closing conditions, including (i) approval of the Company’s stockholders, which has occurred, (ii) the expiration or earlier termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, which has occurred, (iii) clearance from Committee on Foreign Investment in the United States or any member agency thereof acting in its capacity as a member agency, which has occurred, and (iv) certain additional closing conditions related to packaging by the Company’s packaging and labeling CMOs for UDENYCA and FDA authorization of commercial supply from the Company’s additional packaging and labeling CMO for UDENYCA.

The Company anticipates the transactions contemplated by the UDENYCA Purchase Agreement to close late in the first quarter or early in the second quarter of 2025.

C osts of $ 6.7 million related to the UDENYCA Sale were recorded in selling, general and administrative expense in the consolidated statements of operations during the year ended December 31, 2024.

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 research and development of YUSIMRY.

In exchange, HKF paid upfront cash consideration of $ 40.0 million and assumed certain liabilities, including $ 17.0 million of inventory purchase commitments.

During 2024, the Company recognized a net gain on the YUSIMRY Sale of $ 22.8 million, which included the cash receipts of $ 40.0 million less net assets transferred to HKF or otherwise derecognized and transaction costs of $ 1.0 million.

At December 31, 2024, unpaid transaction costs totaled $ 0.9 million.

The pretax profit (loss) related to the YUSIMRY immunology franchise, which excludes any corporate overhead allocations, was $( 3.1 ) million, $( 59.7 ) million and $( 34.4 ) million during the years ended December 31, 2024, 2023 and 2022, respectively.

In connection with the YUSIMRY Sale, the Company and HKF entered into the YUSIMRY TSA, pursuant to which the Company is providing certain business support services on behalf of HKF including billings, collections, and the remittance of rebates, to ensure business continuity for patients and customers and were substantially completed by December 31, 2024.

Under the YUSIMRY TSA, the Company is entitled to be reimbursed for its costs and has recorded income of $ 0.8 million for the year ended December 31, 2024 in other income (expense), net in the consolidated statements of operations .

As of December 31, 2024, assets of $ 2.3 million and liabilities of $ 4.3 million related to transactions entered into on behalf of HKF in accordance with the YUSIMRY TSA were presented in TSA receivables, net and TSA payables and other accrued liabilities, respectively, in the consolidated balance sheets.

On March 1, 2024, the Company completed the sale of its CIMERLI ophthalmology franchise through the sale of its subsidiary, Coherus Ophthalmology, to Sandoz for upfront, all-cash consideration of $ 170.0 million plus an additional $ 17.8 million for CIMERLI product inventory and prepaid manufacturing assets.

During 2024, the Company recognized a net gain on the CIMERLI Sale of $ 153.8 million, which included the cash receipts of $ 187.8 million less assets transferred to Sandoz, assets derecognized, transaction costs of $ 7.2 million, and other related employee transition expenses .

As of December 31, 2024, unpaid commitments for retention bonuses totaled $ 4.7 million.

The pretax profit (loss) related to the CIMERLI ophthalmology franchise, which excludes any corporate

overhead allocations, was $ 2.4 million, $ 16.6 million and $( 16.7 ) million during the years ended December 31, 2024, 2023 and 2022, respectively.

In connection with the CIMERLI Sale, the Company and Sandoz entered into the CIMERLI TSA, pursuant to which the Company is providing certain business support services on behalf of Sandoz including billings, collections, and the remittance of rebates, to ensure business continuity for patients and customers for a period not expected to extend beyond July 15, 2025.

Under the CIMERLI TSA, the Company is entitled to be reimbursed for its costs and has recorded i ncome of $ 1.7 million for the year ended December 31, 2024 in other income (expense) , net in the consolidated statements of operations .

As of December 31, 2024, assets related to transactions entered into on behalf of Sandoz in accordance with the CIMERLI TSA of $ 8.7 million were presented in TSA receivables, net and liabilities related to transactions entered into on behalf of Sandoz in accordance with the CIMERLI TSA of $ 6.8 million were presented in TSA payables and other accrued liabilities in the consolidated balance sheets.

2023 Acquisition

Surface Acquisition

On September 8, 2023 (the “Acquisition Date”), in accordance with an Agreement and Plan of Merger dated June 15, 2023 (the “Merger Agreement”) by and among the Company, Crimson Merger Sub I, Inc.

(“Merger Sub I”), Crimson Merger Sub II, LLC (“Merger Sub II,” and together with Merger Sub I, the “Merger Subs”) and Surface, the Company completed the Surface Acquisition.

The Surface Acquisition expanded the Company’s immuno-oncology pipeline by adding important new assets, including:

casdozokitug (CHS-388, formerly SRF388), an investigational, novel IL-27-targeted antibody, and CHS-114 (formerly SRF114), an investigational, CCR8-targeted antibody.

On the Acquisition Date, and in accordance with the Merger Agreement, the Company issued to the holders of all outstanding Surface common stock (subject to certain exceptions) 0.1960 shares of Coherus common stock in exchange for each share of outstanding Surface common stock and certain outstanding Surface employee equity awards.

The exchange ratio was calculated pursuant to the terms of the Merger Agreement and was based on a $ 5.2831 per share price of Coherus common stock and a nominal total amount of cash in lieu of fractional shares.

Surface shareholders also received one CVR for each share of Surface common stock and employee equity award converted.

● 70 % of all milestone- and royalty-based payments received by the Company or its affiliates under the GSK Agreement related to the program GSK4381562;

● 25 % of any upfront payment received by the Company or its affiliates pursuant to potential ex-U.S.

licensing agreements for CHS-114;

● 50 % of any upfront payment received by the Company or its affiliates pursuant to potential ex-U.S.

licensing agreements for casdozokitug.

The Company has recorded a contingent consideration liability for the fair value of the potential payments under the CVR Agreement described above.

The Company is unable to estimate a range of outcomes for potential royalty and milestone payments for CHS-114 and casdozokitug.

The total consideration paid for the Surface Acquisition of $ 64.6 million consisted of the following:

(in thousands, except share and per share amounts)

As of Acquisition Date

Coherus common stock issued

Coherus common stock share price

Fair value of components of purchase price consideration at closing:

Equity of combined company owned by Surface equity holders

Contingent CVR liability

Equity of combined company owned by Surface former employees (1)

Fair value of total purchase consideration

(1) Represents 161,100 shares of Coherus common stock, net of shares withheld for taxes, issued to Surface’s former employees on the Acquisition Date.

The following table below sets forth the purchase price allocation to the estimated fair value of the net assets acquired:

(in thousands)

Amounts Recognized at Acquisition Date

Assets Acquired

Cash and cash equivalents

Investments in marketable securities

Other prepaids and other assets

In-process research and development

Liabilities Assumed

Accrued and other current liabilities

Deferred tax liability

Total liabilities

Total net assets acquired

The Company believes that, even after reassessing its identification of all assets acquired and liabilities assumed, it was able to acquire Surface for a price that was completely allocable to identifiable assets acquired and liabilities assumed with no residual attributable to goodwill primarily due to Surface’s need to raise additional capital to finance its operations, the challenging biotech funding environment at the time the transaction was initially announced, and the value of the acquired net assets.

The amounts allocated to identifiable intangible assets was as follows:

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 $ 338.3 million, which included the cash receipts less net assets transferred to Accord or otherwise derecognized and transaction expenses of $ 10.7 million.

The Company is 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 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, resulting in a net gain of $ 22.8 million.

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”).

As a result, the Company recognized a net gain of $ 153.8 million on the CIMERLI Sale in 2024.

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 and discontinued operations presentation has been included in the consolidated financial statements for all periods presented.

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, and thus the related interest expense and loss on debt extinguishment 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, 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:

Year Ended December 31,

(in thousands)

Fair Value at Acquisition Date

In-process research and development - casdozokitug

In-process research and development - CHS-114

Out-license - GSK

Out-license - Novartis Institutes

Total identifiable intangible assets

The out-license intangible assets represent potential milestone and royalty-based payments to be received under two out-licensed partnership programs to advance certain next-generation cancer therapies, Novartis Institutes (NZV930) and GSK (GSK4381562).

Surface shareholders received CVRs for certain percentages of these milestone and royalty-based payments, as further explained above.

The exclusive license of NZV930 to Novartis Institutes was terminated by Novartis Institutes with an effective date of October 2, 2024.

Unaudited Pro Forma Summary of Operations

The following table shows the unaudited pro forma summary of operations for the years ended December 31, 2023 and 2022, as if the Surface Acquisition had occurred on January 1, 2022.

This pro forma information does not purport to represent what the Company’s actual results would have been if the acquisition had occurred as of January 1, 2022, and it is not indicative of what such results would be expected for any future period:

Costs and expenses:

Cost of goods sold

Research and development

Selling, general and administrative

Total costs and expenses

Income from operations

Interest expense

Gain on Sale Transactions, net

Loss on debt extinguishment

Other income (expense), net

Net income from discontinued operations before income taxes

Income tax provision

Net income from discontinued operations, net of tax

Net revenue from discontinued operations by product was as follows:

Year Ended December 31,

(in thousands)

Total revenues

The unaudited pro forma financial information was prepared using the acquisition method of accounting and was based on the historical financial information of the Company and Surface.

In order to reflect the Surface Acquisition as if it had occurred on January 1, 2022, the summary pro forma financial information includes adjustments to reflect Surface’s severance expense, the early termination and related amortization expense of Surface’s corporate headquarters operating lease, the loss on debt extinguishment and historical interest expense related to the cash settlement of Surface’s convertible note as if it had occurred on January 1, 2022, and amortization expense on the acquired finite-lived intangible assets.

The unaudited pro forma summary of operations does not reflect the income tax effects, if any, of the pro forma adjustments, given the combined entity incurred significant losses during the historical periods presented.

Acquisition-related costs of $ 5.1 million were recorded in selling, general and administrative expense in the consolidated statements of operations during the year ended December 31, 2023.

Total net revenue from discontinued operations

Assets of discontinued operations were entirely derecognized as of April 11, 2025 and were as follows at December 31, 2024:

(in thousands)

December 31, 2024

Assets of Discontinued Operations

Prepaid manufacturing

Other prepaids and current assets

Total assets of discontinued operations, current

Property and equipment, net

Inventory, non-current

Other assets, non-current

Total assets of discontinued operations, non-current

Total assets of discontinued operations

During 2024, the Company recorded $ 14.1 million in charges for the write-down of UDENYCA inventory that did not meet acceptance criteria which was classified in cost of goods sold of discontinued operations.

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

(in thousands)

Trade receivables, net (1)

Accrued rebates, fees and reserves

Liabilities to be paid in connection with UDENYCA Sale

Accrued and other current liabilities

Other liabilities, non-current

Convertible notes (Note 8)

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

(2) This balance is expected to be settled in a front-weighted fashion in 2026.

Cash flows from continuing operations and discontinued operations have been presented together in the consolidated statements of cash flows.

During the year ended December 31, 2025, operating cash flows of discontinued operations were primarily related to the adjustment for the net gain on UDENYCA Sale of $ 338.3 million, partially offset by the $ 11.8 million change in fair value for the UDENYCA portion of the Royalty Fee Derivative Liability and a loss on debt extinguishment of $ 10.3 million.

During the year ended December 31, 2024, operating cash flows of discontinued operations were primarily related to the adjustment for the net gain on Sale Transactions of $ 176.6 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 $ 2.4 million and $ 2.5 million for the years ended December 31, 2025 and 2024, respectively, and were recorded as a reduction to operating expenses or in other income (expense), net in the consolidated statements of operations.

Collaborations and Other Arrangements

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Under the terms of the Collaboration Agreement, the Company 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.

The Company became 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.

In March 2022, the Company paid $ 35.0 million for the exercise of its option to license CHS-006.

The Company became obligated to pay Junshi Biosciences a royalty in the low twenty percent range on net sales of LOQTORZI and potentially up to an aggregate $ 380.0 million in one-time payments for the achievement of various regulatory and sales milestones, of which $ 25.0 million has already been paid.

In March 2022, the Company paid $ 35.0 million to exercise its option to license CHS-006.

Thereafter, Junshi Biosciences and the Company jointly developed CHS-006 with each party responsible for the associated development costs as set forth in the Collaboration Agreement.

However, on January 10, 2024, the Company announced that it delivered a notice of termination of the TIGIT Program (as defined in the Collaboration Agreement) to Junshi Biosciences pursuant to the Collaboration Agreement.

The Company plans to continue to wind down work with Junshi Biosciences on the TIGIT Program pursuant to the termination.

If the Company exercises its remaining option for the IL-2 cytokine, it will be obligated to pay Junshi Biosciences an additional option exercise fee of $ 35.0 million and an 18 % royalty on net sales, up to $ 85.0 million for the achievement of certain regulatory approvals, and up to $ 170.0 million for the attainment of certain sales thresholds.

Under the Collaboration Agreement, the Company retains the right to collaborate in the development of LOQTORZI and the other licensed compounds and will pay for a portion of these co-development activities up to a maximum of $ 25.0 million per licensed compound per year.

Under the Collaboration Agreement, the Company retains the right to collaborate in the development of LOQTORZI and the other licensed compounds and would pay for a portion of these co-development activities.

Additionally, the Company is responsible for certain associated regulatory and technology transfer costs for LOQTORZI and other licensed compounds and will reimburse Junshi Biosciences for such costs.

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In March 2024, the Company entered into an Amendment No.

2 to the Collaboration Agreement (the “ 2 nd Amendment”) with Junshi Biosciences to revise

the timing of the $ 25.0 million milestone payment.

2 to the Collaboration Agreement (the “2 nd Amendment”) with Junshi Biosciences to revise the timing of the $ 25.0 million milestone payment.

Under the terms of the 2 nd Amendment, the $ 25.0 million milestone payment was split into two installments of $ 12.5 million each, with one paid in the second quarter of 2024 and one paid in January of 2025.

The licensing transaction and the exercise of the option were accounted for as asset acquisitions under the relevant accounting rules.

During the year ended December 31, 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.

Research and development expenses recognized for obligations to Junshi Biosciences were $ 8.0 million and $ 68.5 million (inclusive of the $ 35.0 million option fee) in 2023 and 2022, respectively.

In the consolidated balance sheets as of December 31, 2024 and 2023, the Company classified $ 12.5 million and $ 25.0 million, respectively, in accrued and other current liabilities and $ 0.4 million and $ 6.3 million in accounts payable, respectively, related to the co-development, regulatory and technology transfer costs related to these programs.

The accrued royalty obligation to Junshi Biosciences was $ 1.5 million as of December 31, 2024 and immaterial at December 31, 2023.

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.

During the year ended December 31, 2025, t he research and development expense recognized for obligations to Junshi Biosciences, as well as the related balance sheet position as of that date, were not material.

During December 31, 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 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 $ 4.7 million and $ 1.5 million as of December 31, 2025 and 2024, respectively.

On June 27, 2024, the Company entered into the Canada License Agreement with Apotex, pursuant to which, the Company granted to Apotex an exclusive license under the Company’s rights to toripalimab to commercialize toripalimab within Canada.

Pursuant to the Canada License Agreement, Apotex paid the Company an upfront payment of $ 6.3 million United States Dollars which has been classified as net revenue in the consolidated statements of operations for the year ended December 31, 2024.

Pursuant to the Canada License Agreement, Apotex paid the Company an upfront payment of $ 6.3 million United States Dollars which was classified as net revenue in the consolidated statements of operations for the year ended December 31, 2024.

In addition, Apotex agreed to pay the Company up to an aggregate of $ 51.5 million Canadian Dollars in milestone payments in connection with the achievement of certain regulatory and sales milestones with respect to toripalimab in Canada.

Lastly, Apotex agreed to pay the Company a low double-digit percentage of any future net sales of toripalimab in Canada that the Company will subsequently pay to Junshi Biosciences pursuant to the Collaboration Agreement.

The Canada License Agreement term continues until the tenth year after the first commercial sales of toripalimab in Canada, subject to an extension for a subsequent ten-year term at the option of Apotex.

Apotex also agreed to pay the Company a low twenty percent range on future net sales of toripalimab in Canada as running royalties , which the Company subsequently pays through to Junshi Biosciences pursuant to the Collaboration Agreement.

Net sales in Canada are also included in calculating sales milestones payable by the Company to Junshi Biosciences under the Collaboration Agreement, although any actual milestone payments received from Apotex are retained by the Company.

Apotex received Health Canada approval for LOQTORZI for the treatment of recurrent unresectable or metastatic nasopharyngeal cancer in October 2025.

The Canada License Agreement term continues until the tenth year after the first commercial sales of toripalimab in Canada, which occurred in January 2026, subject to an extension for a subsequent ten-year term at the option of Apotex.

Apotex may terminate the Canada License Agreement for any reason after a specified notice period.

The Canada License Agreement will terminate automatically if the rights granted to the Company by the Collaboration Agreement are terminated, if there is material breach that is not cured, if there are certain challenges to licensed patents by Apotex and in the case of certain insolvency events.

On November 4, 2019, the Company entered into a license agreement with Bioeq (the “Bioeq License Agreement”) for the commercialization of the Bioeq Licensed Products.

Under this agreement, Bioeq granted to the Company an exclusive, royalty-bearing license to commercialize the Bioeq Licensed Products in the field of ophthalmology (and any other approved labelled indication) in the United States.

The Company accounted for the licensing transaction as an asset acquisition under the relevant accounting rules.

The terms of the Bioeq Agreement included milestone payments in connection with the achievement of certain development and regulatory milestones with respect to the Bioeq Licensed Products in the United States, including a €2.5 million milestone related to the FDA approval of the CIMERLI Section 351(k) BLA that was paid in 2022.

The Company shared a percentage of gross profits on sales of Bioeq Licensed Products in the United States with Bioeq in the low- to mid-fifty percent range.

Royalties due to Bioeq were $ 38.4 million as of December 31, 2023.

On January 19, 2024 the Company entered into the CIMERLI Purchase Agreement with Sandoz.

Pursuant to the CIMERLI Purchase Agreement, on March 1, 2024, the Company completed the divestiture of its CIMERLI ophthalmology franchise through the sale of its subsidiary, Coherus Ophthalmology.

Refer to Note 6.

Acquisition and Dispositions for additional information.

Upon closing of the CIMERLI Sale, the Bioeq License Agreement was assumed by Sandoz.

The Canada License Agreement will terminate automatically if the rights granted to the Company by the Collaboration Agreement are terminated, if there is a material breach that is not cured, if there are certain challenges to licensed patents by Apotex and in the case of certain insolvency events.

Adimab Development and Option Agreement

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Under the A&R Adimab Agreement, the Company will select biological targets against which Adimab will use its proprietary platform technology to research and develop antibody proteins using a mutually agreed upon research plan.

The A&R Adimab Agreement, among other things,

provided access to additional antibodies and expanded the Company’s right to evaluate and use antibodies that were modified or derived using Adimab technology for diagnostic purposes.

The A&R Adimab Agreement, among other things, provided access to additional antibodies and expanded the Company’s right to evaluate and use antibodies that were modified or derived using Adimab technology for diagnostic purposes.

Adimab granted the Company the Research Option.

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Upon exercise of a Research Option, the Company is obligated to pay a nominal research maintenance fee on each of the next four anniversaries of the exercise.

Upon the exercise of each Commercialization Option, the Company will be required to pay an option exercise fee of a low seven-digit dollar amount, and the Company may be responsible for milestone payments of up to an aggregate of $ 13.0 million for each licensed product that receives marketing approval.

Upon the exercise of each Commercialization Option, the Company will be required to pay an option exercise fee of a low seven-digit dollar amount, and the Company may be responsible for remaining potential milestone payments up to an aggregate of $ 10.5 million for each licensed product that receives marketing approval.

For any licensed product that is commercialized, the Company is obligated to pay Adimab tiered royalties of a low to mid single-digit percentage on worldwide net sales of such product.

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No additional payment is due with respect to any companion diagnostic or any diagnostic product that does not contain any licensed antibody.

Any payments payable to Adimab as a result of any product candidates being developed pursuant to the GSK Agreement, will be payable to Adimab directly by GSK.

Vaccinex License Agreement

On March 23, 2021, Surface and Vaccinex entered into the Vaccinex License Agreement which provides the Company a worldwide, exclusive, sublicensable license to make, have made, use, sell, offer to sell, have sold, import, and otherwise exploit Vaccinex Licensed Products, including the antibody CHS-114 targeting CCR8.

Under the Vaccinex License Agreement, the Company is obligated to use commercially reasonable efforts to develop, clinically test, achieve regulatory approval, manufacture, market and commercialize at least one Vaccinex Licensed Product.

The Company is responsible for all costs and expenses of such development, manufacturing and commercialization.

Vaccinex is eligible to receive up to an aggregate of $ 3.5 million based on achievement of certain clinical milestones, up to an aggregate of $ 11.5 million based on achievement of certain regulatory milestones per Vaccinex Licensed Product, and low single-digit royalties on global net sales of any approved licensed products.

Out-Licensing Agreement Acquired as part of the Surface Acquisition

On September 8, 2023, at the closing of the Surface Acquisition, all the assets, liabilities, rights and obligations of Surface were assumed by the Company’s direct, wholly-owned subsidiary, Surface Oncology, LLC.

See further details in Note 6.

Acquisition and Dispositions above.

Vaccinex is eligible to receive potential remaining milestones up to $ 2.0 million based on achievement of certain clinical milestones, excluding a $ 1.0 million milestone payment accrued at December 31, 2025, and up to $ 11.5 million based on achievement of certain regulatory milestones per Vaccinex Licensed Product, and low single-digit royalties on global net sales of any approved licensed products.

As of December 31, 2025, the Company has accrued a $ 1.0 million milestone payment to Vaccinex related to the achievement of a clinical milestone, which was paid in January 2026.

Any additional milestone payments and royalties under the Vaccinex License Agreement are contingent upon the achievement of future development, regulatory, or commercial events and will be recorded if and when it becomes probable that a milestone will be achieved, or when royalties are contractually payable.

GSK Agreement

In December 2020, Surface entered into the GSK Agreement.

Pursuant to the GSK Agreement, Surface granted GSK a worldwide exclusive, sublicensable license to develop, manufacture and commercialize the Licensed Antibodies.

GSK is responsible for the development, manufacturing and commercialization of the Licensed Antibodies and a joint development committee was formed to facilitate information sharing.

GSK is responsible for all costs and expenses of such development, manufacturing and commercialization and is obligated to provide the Company with updates on its development, manufacturing and commercialization activities through the joint development committee.

Pursuant to the GSK Agreement, Surface granted GSK a worldwide exclusive, sublicensable license to develop, manufacture and commercialize antibodies that target PVRIG, including the antibody GSK4381562 (the “Licensed Antibodies”).

GSK was responsible for the development, manufacturing and commercialization of the Licensed Antibodies and a joint development committee was formed to facilitate information sharing.

GSK was responsible for all costs and expenses of such development, manufacturing and commercialization and was obligated to provide us with updates on its development, manufacturing and commercialization activities through the joint development committee.

In March 2022, Surface earned a $ 30.0 million milestone payment from GSK upon the dosing of the first patient in the Phase 1 trial of GSK4381562.

The Company is eligible to receive up to $ 60.0 million in additional clinical milestones and $ 155.0 million in regulatory milestones.

In addition, the Company may receive up to $ 485.0 million in sales milestone payments.

The Company is also eligible to receive royalties on global net sales of any approved products based on the Licensed Antibodies, ranging in percentages from high single digits to mid-teens.

Due to the uncertainty of pharmaceutical development and the historical failure rates

generally associated with drug development, the Company may not receive any milestone payments or any royalty payments under the GSK Agreement.

The Company has not recognized license-related revenue under the GSK Agreement to date.

Unless terminated earlier, the GSK Agreement expires on a licensed product-by-licensed product and country-by-country basis on the later of ten years from the date of first commercial sale or when there is no longer a valid patent claim or regulatory exclusivity covering such licensed product in such country.

Either party may terminate the GSK Agreement for an uncured material breach by the other party or upon the bankruptcy or insolvency of the other party.

GSK may terminate the GSK Agreement for its convenience.

The Company may terminate the GSK Agreement if GSK institutes certain actions related to the licensed patents or if GSK ceases development activities, other than for certain specified technical or safety reasons.

In the event of termination, the Company would regain worldwide rights to the terminated program.

GSK terminated the GSK Agreement effective December 16, 2025, and the Company recorded a net charge of $ 1.6 million in selling, general and administrative expenses in the consolidated statements of operations during the year ended December 31, 2025 (see Note 5.

Balance Sheet Components).

Coherus has elected not to pursue further development of the Licensed Antibodies.

Memorial Sloan Kettering Cancer Center License Agreement

In November 2020, Surface entered into a license agreement (the “MSK Agreement”) with Memorial Sloan Kettering Cancer Center (“MSK”).

Under the agreement, MSK granted the Company a non-exclusive license to certain U.S.

patent rights relating to methods of treating cancer with CCR8 antibodies to research, develop, make, use, sell, offer for sale, and import CCR8 antibodies intended to treat cancer.

Under the MSK Agreement, each of the CCR8 antibodies is a licensed product and the Company may be responsible for remaining potential milestone payments up to an aggregate of $ 7.2 million for each licensed product, as well as reimburse MSK for a portion of past and future patent-related expenses.

For any licensed product that is commercialized, the Company is obligated to pay MSK a low single-digit percentage royalty on net U.S.

sales of such product.

The MSK Agreement will remain in effect on a licensed product-by-licensed product basis until the later of when there is no longer a valid patent claim covering the composition, manufacture or use of such licensed product or ten years from the date of first commercial

sale of such licensed product in the U.S.

The Company may terminate the MSK Agreement for any reason with thirty days prior written notice to MSK.

MSK may terminate the MSK Agreement immediately upon written notice if the Company is convicted of a felony relating to the manufacture, use or sale of a licensed product anywhere the Company may manufacture, use or sell the licensed product, or, with a specified notice period, in the event of our insolvency, bankruptcy, or cessation of business operations.

MSK may also terminate the MSK Agreement for nonpayment of any fees, milestones or royalties if such payment(s) remain past due for a specified period of time, and for an uncured material breach.

As of December 31, 2025, the Company has accrued an immaterial milestone payment to MSK related to the achievement of a milestone.

Any additional milestone payments under the applicable agreement are contingent upon the achievement of future events and will be recorded if and when it becomes probable that a milestone will be achieved.

Financial Liabilities

A summary of the Company’s debt obligations, including level within the fair value hierarchy (see Note 3.

A summary of the Company’s debt obligations as of the dates indicated, including level within the fair value hierarchy (see Note 3.

Fair Value Measurements), is as follows:

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Financial Liabilities:

2027 Term Loans

2029 Term Loan

2026 Convertible Notes

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(y) 5.0 % of the 2029 Term Loan so prepaid if paid after the second anniversary of the 2029 Term Loan Effective Date and on or before the third anniversary of the 2029 Term Loan Effective Date;

and (z) 0 % of the 2029 Term Loan so prepaid if paid after the third anniversary of the 2029 Term Loan Effective Date, (C) if paid before the first anniversary of the 2029 Term Loan Effective Date, a make-whole amount equal to the interest that would have accrued from the date of prepayment through the first anniversary of the 2029 Term Loan Effective Date, and (D) all other sums, if any, that shall become due and payable under the 2029 Loan Agreement, including

interest at the default rate with respect to any past due amounts.

Amounts outstanding during an event of default shall accrue interest at an additional rate of 4.0 % per annum, which interest shall be payable on demand in cash.

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The 2029 Loan Agreement contains customary representations and warranties, covenants and events of default, including a financial covenant that commenced on the 2029 Term Loan Effective Date, which requires the Company to maintain certain levels of cash and cash equivalents.

As of December 31, 2024, the Company was in compliance with these covenants other than to the extent that the disclosures set forth in Item 9A of this Annual Report on Form 10-K do not comply with the requirements of subclause (ii) of Section 5.2(a)(i) of the 2029 Loan Agreement for which the Company is in possession of a valid waiver, and there were no events of default under the 2029 Term Loan.

As of December 31, 2025, the Company was in full compliance with these covenants, and there were no events of default under the 2029 Term Loan.

The Company incurred $ 2.2 million of debt discount and issuance costs relating to the issuance of the 2029 Term Loan, which were recorded as a reduction to the carrying value of the 2029 Term Loan on the consolidated balance sheets.

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Under the prospective method, the effective interest rate is not constant, and any change in the expected cash flows is recognized prospectively as an adjustment to the effective yield.

The following table presents the components of interest expense related to the 2029 Term Loan:

(in thousands)

Year Ended December 31, 2024

Contractual interest

Amortization of debt discount and debt issuance costs

Total interest expense

As of December 31, 2024, the total remaining unamortized debt discount and debt offering costs of $ 2.0 million will be amortized using the effective interest rate over the remaining term of 4.4 years.

Interest expense on the 2029 Term Loan was $ 5.1 million and $ 3.5 million for the years ended December 31, 2025 and 2024, respectively, and is classified within continuing operations on the consolidated statements of operations.

Assuming the fourth quarter of 2025 interest rate of 12.0 %, future payments on the 2029 Term Loan are as follows:

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2028 - interest only

2029 and thereafter - principal and interest

2029 - principal and interest

Total minimum payments

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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 Revenue 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

Revenue Purchase Price.

The proceeds from the Revenue Purchase Price were used by the Company as part of the full repayment of the 2027 Term Loans.

The Company has announced that it plans to use a portion of the proceeds of the contemplated UDENYCA Sale to buy out the right to receive royalties on net sales of UDENYCA which is expected to be $ 47.7 million assuming a close late in the first quarter or early in the second quarter of 2025 in accordance with the Revenue Purchase and Sale Agreement.

The Revenue Purchase and Sale Agreement contains various representations and warranties, including with respect to organization, authorization, and certain other matters, certain covenants with respect to payment, reporting, intellectual property, in-licenses, out-licenses, and certain other actions, indemnification obligations and other provisions customary for transactions of this nature.

The Revenue Purchase and Sale Agreement contains an embedded derivative that meets the criteria to be bifurcated and accounted for as a freestanding derivative instrument subject to derivative accounting.

The allocation of the Revenue Purchase Price to the embedded derivative resulted in a $ 9.2 million discount on the revenue participation liability.

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 (the “UDENYCA Buy-out”).

The Revenue Purchase and Sale Agreement contains certain covenants, and the Company was in full compliance with the agreement as of December 31, 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 Revenue 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 Company is amortizing the discount and issuance costs to interest expense over the estimated term of the Revenue Purchase and Sale Agreement using the effective interest method.

For the year ended December 31, 2024, interest expense was $ 7.2 million, inclusive of the amortization of discount and issuance costs of $ 1.3 million.

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, and the effective interest rate was 27.6 % for the LOQTORZI portion at December 31, 2025.

In connection with the UDENYCA Buy-out, the unamortized portion of the discount and issuance costs related to UDENYCA was derecognized.

For details on the Royalty Fee Derivative Liability, see Note 3.

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(in thousands)

December 31, 2024

Revenue participation liability

Less unamortized discount and issuance costs

unamortized discount and issuance costs

Net carrying value

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

(in thousands)

Proceeds from sale of future royalties on May 8, 2024

Portion of proceeds allocated to the embedded derivative

Issuance costs

Royalty payments

Interest expense recognized (1)

Revenue participation liability at December 31, 2024

Royalty payments

Interest expense recognized (1)

Portion derecognized in connection with the UDENYCA Buy-out

Revenue participation liability at December 31, 2025

(1) For the years ended December 31, 2024 and 2025, $ 4.7 million and $ 1.9 million related to UDENYCA, respectively, and has been presented within discontinued operations.

The remaining $ 2.5 million and $ 3.9 million for the years ended December 31, 2024 and 2025, respectively, was reflected in continuing operations.

Classification on the consolidated balance sheets is as follows:

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Balance Sheet Classification

December 31, 2024

Revenue participation liability, current

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2027 Term Loan

The Company entered into the Loan Agreement with BioPharma and the 2027 Lenders for a senior secured term loan facility of up to $ 300.0 million, of which $ 250.0 million was funded.

Starting April 1, 2023, the 2027 Term Loans accrued interest at 8.25 % plus the sum (the “Adjusted Term SOFR”) of three-month SOFR and 0.26161 % per annum, with a floor on Adjusted Term SOFR of 1.0 %.

On February 5, 2024, the Company entered into the Consent and Amendment with the Collateral Agent and the 2027 Lenders.

Pursuant to and subject to terms and conditions in the Consent and Amendment, among other things:

(1) the 2027 Lenders and the Collateral Agent provided consent to consummation of the transactions contemplated by the CIMERLI Purchase Agreement between the Company and Sandoz, and released a subsidiary of the Company from its obligations and certain assets subject to the transactions contemplated thereby, (2) the 2027 Lenders and the Collateral Agent required the Company to make a partial prepayment of the principal of the loans outstanding under the 2027 Loan Agreement in the amount of $ 175.0 million upon consummation of the CIMERLI Sale, subject to certain conditions and (3) the parties thereto agreed to adjust the minimum net trailing twelve month net sales covenant level to be $ 125.0 million under the 2027 Loan Agreement.

As a result of the closing of the CIMERLI Sale, the Company made a partial prepayment of $ 175.0 million of the total principal balance of $ 250.0 million of the 2027 Term Loans on April 1, 2024, and including the prepayment premium fee, make-whole and accrued interest, the Company paid $ 181.9 million.

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.

During 2024, the 2027 Term Loans accrued interest at 8.25 % plus the sum (the “Adjusted Term SOFR”) of three-month SOFR and 0.26161 % per annum, with a floor on Adjusted Term SOFR of 1.0 %.

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, and including the prepayment premium fee, make-whole and accrued interest, the Company paid $ 181.9 million.

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 repayment in full of all outstanding principal, accrued interest, a 3.0 % prepayment premium fee of the principal amount, a make-whole interest payment and lender fees.

During the year ended December 31, 2024, the Company recorded a $ 12.6 million loss on debt extinguishment in the consolidated statements of operations for the payoff of the 2027 Term Loans, which included the write-off of the remaining debt discount and debt issuance costs, the prepayment premium fee, the make-whole interest payment, and lender fees.

The following table presents the components of interest expense related to the 2027 Term Loans:

Year Ended December 31,

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.

During the year ended December 31, 2024, the Company recorded a $ 12.6 million loss on debt extinguishment in the consolidated statements of operations for continuing operations for the payoff of the 2027 Term Loans, which included the write-off of the remaining debt discount and debt issuance costs, the prepayment premium fee, the make-whole interest payment, and lender fees.

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

(in thousands)

Contractual interest

Amortization of debt discount and debt issuance costs

Total interest expense

Date Principal

Statement of Operations Classification

December 31, 2024

Amount Repaid

Discontinued Operations

April 1, 2024

Continuing Operations

1.5 % Convertible Senior Subordinated Notes due April 2026

In April 2020, the Company issued and sold $ 230.0 million aggregate principal amount of its 2026 Convertible Notes in a private offering to qualified institutional buyers pursuant to Rule 144A under the Securities Act.

The net proceeds from the offering were $ 222.2 million after deducting initial purchasers’ fees and offering expenses.

The 2026 Convertible Notes are general unsecured obligations and will be subordinated to the Company’s designated senior indebtedness (as defined in the indenture for the 2026 Convertible Notes) and structurally subordinated to all existing and future indebtedness and other liabilities, including trade payables.

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, since October 15, 2020 , and will mature on April 15, 2026 , unless earlier repurchased or converted.

At any time before the close of business on the second scheduled trading day immediately before the maturity date, noteholders may convert their 2026 Convertible Notes at their option into shares of the Company’s common stock, together, if applicable, with cash in lieu of any fractional share, at the then-applicable conversion rate.

The initial conversion rate is 51.9224 shares of common stock per $ 1,000 principal amount of the 2026 Convertible Notes, which represents an initial conversion price of approximately $ 19.26 per share of common stock.

The initial conversion price represents a premium of approximately 30.0 % over the last reported sale of $ 14.82 per share of the Company’s common stock on the Nasdaq Global Market on April 14, 2020, the date the 2026 Convertible Notes were issued.

The conversion rate and conversion price will be subject to customary adjustments upon the occurrence of certain events.

If a “make-whole fundamental change” (as defined in the indenture for the 2026 Convertible Notes) occurs, the Company will, in certain circumstances, increase the conversion rate for a specified period of time for noteholders who convert their 2026 Convertible Notes in connection with that make-whole fundamental change.

The 2026 Convertible Notes are not redeemable at the Company’s election before maturity.

If a “fundamental change” (as defined in the indenture for the 2026 Convertible Notes) occurs, then, subject to a limited exception, noteholders may require the Company to repurchase their 2026 Convertible Notes for cash.

The repurchase price will be equal to the principal amount of the 2026 Convertible Notes to be repurchased, plus accrued and unpaid interest, if any, to, but excluding, the applicable repurchase date.

The Company has announced that it plans to use part of the proceeds that it receives at the closing of the UDENYCA Sale to fully repay the outstanding 2026 Convertible Notes.

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).

The occurrence of such events of default could result in the acceleration of all amounts due under the 2026 Convertible Notes.

As of December 31, 2025, the Company was in full compliance with these covenants, and there were no events of default under the 2026 Convertible Notes.

The Company evaluated the features embedded in the 2026 Convertible Notes under the relevant accounting rules and concluded that the embedded features do not meet the requirements for bifurcation, and therefore do not need to be separately accounted for as equity components.

The proceeds received from the issuance of the convertible debt were recorded as a liability in the consolidated balance sheets.

Capped Call Transactions

In connection with the pricing of the 2026 Convertible Notes, the Company paid $ 18.2 million to enter into privately negotiated capped call transactions with one or a combination of the initial purchasers, their respective affiliates and other financial institutions.

The capped call transactions are generally expected to reduce the potential dilution upon conversion of the 2026 Convertible Notes in the event that the market price per share of the Company’s common stock, as measured under the terms of the capped call transactions, is greater than the strike price of the capped call transactions, which initially corresponds to the conversion price of the 2026 Convertible Notes, and is subject to anti-dilution adjustments generally similar to those applicable to the conversion rate of the 2026 Convertible Notes.

Since inception, the cap price has been $ 25.93 per share, which represents a premium of approximately 75.0 % over the last reported sale price of the Company’s common stock of $ 14.82 per share on April 14, 2020, and is subject to certain adjustments under the

terms of the capped call transactions.

The capped call transactions are accounted for as separate transactions from the 2026 Convertible Notes and classified as equity instruments.

Therefore, the total $ 18.2 million capped call premium paid was recorded as a reduction to additional paid-in capital in the consolidated balance sheets in 2020.

The capped calls will not be subsequently re-measured as long as the conditions for equity classification continue to be met.

The Company incurred $ 0.9 million of debt issuance costs relating to the issuance of the 2026 Convertible Notes, which were recorded as a reduction to the notes in the consolidated balance sheets.

The debt issuance costs are being amortized and recognized as additional interest expense over the six-year contractual term of the notes using the effective interest rate method.

If the 2026 Convertible Notes were converted on December 31, 2024, the holders of the 2026 Convertible Notes would have received common shares with an aggregate value of $ 16.5 million based on the Company’s closing stock price of $ 1.38 as of December 31, 2024.

The following table presents the components of interest expense related to 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 December 31, 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 consolidated statements of operations.

The charge in the year ended December 31, 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:

Year Ended December 31,

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Total interest expense

The remaining unamortized debt discount and debt offering costs related to the Company’s 2026 Convertible Notes of $ 1.8 million as of December 31, 2024, will be amortized using the effective interest rate over the remaining term of the 2026 Convertible Notes.

The annual effective interest rate is 2.1 % for the 2026 Convertible Notes.

Future payments on the 2026 Convertible Notes as of December 31, 2024 are as follows:

Year ending December 31, (in thousands)

2025 - interest only

2026 - principal and interest

Total minimum payments

Less amount representing interest

2026 Convertible Notes, principal amount

Less unamortized debt discount and debt issuance costs

Net carrying amount of 2026 Convertible Notes

8.2 % Convertible Notes due 2022

On February 29, 2016, the Company issued and sold $ 100.0 million aggregate principal amount of its 8.2 % Convertible Senior Notes due 2022.

The 2022 Convertible Notes constituted general, senior unsubordinated obligations of the Company and were guaranteed by certain subsidiaries of the Company, bore interest at a fixed coupon rate of 8.2% per annum payable quarterly and matured on March 31, 2022 .

In March 2022, the Company fully repaid the 2022 Convertible Notes, and as a result had no continuing obligations associated with them thereafter.

The payoff amount of $ 111.1 million included the repayment of the entire outstanding principal amount, the 9.0 % premium of the outstanding principal amount and accrued and unpaid interest.

The 2022 Convertible Notes were issued to Healthcare Royalty Partners III, L.P., for $ 75.0 million in aggregate principal amount, and to three related party investors, KKR Biosimilar L.P., MX II Associates LLC, and KMG Capital Partners, LLC, for $ 20.0 million, $ 4.0 million, and $ 1.0 million, respectively, in aggregate principal amount.

The following table presents the components of interest expense of the 2022 Convertible Notes:

(in thousands)

Year Ended December 31, 2022

Stated coupon interest

Amortization of debt discount and debt issuance costs

Total interest expense

2025 Term Loan

On January 7, 2019, the Company entered into the 2025 Term Loan with affiliates of Healthcare Royalty Partners (together, the “2025 Lender”).

The 2025 Term Loan consisted of a six-year term loan facility for an aggregate principal amount of $ 75.0 million (the “Borrowings”).

Starting January 1, 2020, the Borrowings under the 2025 Term Loan bore interest at 6.75 % per annum plus three month LIBOR.

Interest was payable quarterly in arrears.

Pursuant to the terms of the 2025 Term Loan, the Company was required to begin paying principal on the Borrowings in equal quarterly installments beginning on January 7, 2022, with the outstanding balance to be repaid on January 7, 2025, the maturity date.

In January 2022, pursuant to the Company entering into the 2027 Term Loans, the Company voluntarily prepaid all amounts outstanding under the 2025 Term Loan.

The payoff amount of $ 81.9 million included principal repayment in full, accrued interest, a 5.0 % prepayment premium fee of the Borrowings principal amount, and an exit fee of 4.0 % of the Borrowings principal amount.

The prepayment premium fee and unamortized exit fee, debt discount and debt issuance costs, net from the 2025 Term Loan totaled $ 6.2 million and was recorded in loss on debt extinguishment in the consolidated statements of operations for 2022.

Interest expense for the year ended December 31, 2022 was immaterial.

Commitments and Contingencies

Purchase Commitments

The Company entered into agreements with certain vendors to secure raw materials and certain CMOs to manufacture its supply of products.

As of December 31, 2024, the Company’s non-cancelable purchase commitments under the terms of its agreements are as follows:

Year ending December 31, (in thousands)

Total obligations

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 cancellable, 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.

In connection with the YUSIMRY Sale, HKF assumed $ 17.0 million in YUSIMRY inventory purchase commitments, of which $ 17.0 million remained as of December 31, 2024.

If HKF were to default on its obligations under the YUSIMRY Purchase Agreement, the Company could become liable to pay any unpaid portion of these purchase commitments.

The substantial majority of these purchase commitments are expected to transfer to the Intas Parties in conjunction with the UDENCYA Sale, if the transaction closes as anticipated.

As of December 31, 2025, the Company’s non-cancelable purchase commitments under the terms of its agreements are $ 8.1 million for the year ended December 31, 2026.

In connection with the divestiture of the UDENYCA Business, the Company retained certain contractual obligations related to inventory replacement under a legacy customer agreement.

Pursuant to the terms of that agreement, the Company may be required to reimburse Accord for the cost of replacing certain inventory in specified circumstances.

The Company’s maximum potential exposure under this obligation is approximately $ 5.9 million.

As of December 31, 2025, no amounts have been recorded in the consolidated financial statements related to this matter, as the likelihood of incurring a loss is not considered probable.

The Company will continue to evaluate this matter each reporting period and record a liability if and when it becomes probable that a loss has been incurred and the amount can be reasonably estimated.

Guarantees and Indemnifications

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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.

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.

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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 December 31, 2024 and 2023, the Company had an accrual of $ 6.4 million related to such matters that was included in accrued rebates, fees and reserves in the 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.

If the Company has any liability related to Zinc, it does not expect that it will transfer to Intas as part of the UDENYCA Sale.

The Company has an accrual established as of December 31 that represented its estimated liability to resolve the matter.

No legal proceeding has been filed in connection with the claims in the letter.

As of December 31, 2024, the Company had recorded $ 6.4 million in accrued rebates, fees, and reserves on the consolidated balance sheets associated with this matter.

With the statute of limitations now expired, no liability related to these claims was recorded as of December 31, 2025.

Loss contingencies are inherently unpredictable, the assessment is highly subjective and requires judgments about future events and unfavorable developments or resolutions can occur.

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, 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.

Through December 31, 2023, the Company leased approximately 47,789 square feet of office space for its corporate headquarters in Redwood City, California (the “Lease Agreement”).

Prior to an amendment to the Lease Agreement entered into on October 24, 2023 (the “Sixth Amendment”), the Lease Agreement was set to expire in September 2024 and contained a one -time option to extend the lease term for five years .

Under the terms of the Sixth Amendment, the Company extended the lease term through September 30, 2027 and reduced the amount of office space leased to 27,532 square feet.

The remaining 20,257 square feet of office space expired on December 31, 2023, according to the terms of the Sixth Amendment.

The Company also leases approximately 25,017 square feet for its laboratory facilities in Camarillo, California which commenced in January 2020.

This lease terminates in May 2027 and contains a one -time option to extend the lease term for five years .

The amount of ultimate loss may differ materially from the Company’s estimates.

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.

The Company leases approximately 27,532 square feet of office space for its corporate headquarters in Redwood City, California under a lease agreement that expires in September 2027.

The Company also leases approximately 25,017 square feet for its laboratory facilities in Camarillo, California.

This lease commenced in January 2020, terminates in May 2027 and contains a one -time option to extend the lease term for five years .

Both facility leases provide for certain limited rent abatement and annual scheduled rent increases over their respective lease terms.

The Company determined that the above facility leases were operating leases.

The options to extend the lease terms, if any, for these leases were not included as part of the right-of-use asset or lease liability as it was not reasonably certain the Company would exercise those options.

In 2019, the Company entered into the Vehicle Lease Agreement, pursuant to which the Company leased approximately 50 vehicles as of December 31, 2023.

The vehicles leased under this arrangement were classified as finance leases.

Beginning in February 2023, the Company no longer enters into these leasing arrangements and began transitioning to a reimbursement program with its employees.

As of December 31, 2024, the Company has no remaining obligation under the vehicle leasing arrangement.

Supplemental information related to the Company’s leases is as follows:

No options to extend the lease terms were included as part of the right-of-use assets or lease liabilities as it was not reasonably certain the Company would exercise those options.

Supplemental information related to the Company’s operating leases is as follows:

(in thousands)

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Other assets, non-current

Finance leases

Property and equipment, net

Total leased assets

(in thousands)

Balance Sheet Classification

Operating lease liabilities, current

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Total operating lease liabilities

Finance lease liabilities, current

Accrued and other current liabilities

Finance lease liabilities, non-current

Lease liabilities, non-current

Total finance lease liabilities

Other information related to lease term and discount rate is as follows:

Weighted-Average Remaining Lease Term

Other information related to lease term and discount rate for our operating leases is as follows:

Operating leases

Finance leases

Weighted-Average Remaining Lease Term

Weighted-Average Discount Rate

Operating leases

Finance leases

The components of lease expense were as follows:

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Total lease cost

Finance lease cost from discontinued operations

Total lease cost from continuing operations

Supplemental cash flow information related to leases was as follows:

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Financing cash flows from finance leases

Right-of-use assets obtained in exchange for lease obligations:

Operating leases

Finance leases

As of December 31, 2025, the maturities of the lease liabilities were as follows:

2 unchanged sentences

Total lease payments

Less imputed interest

Imputed interest

Lease liabilities

Stockholders’ Deficit

Public Offering

On May 16, 2023, the Company entered into an underwriting agreement (the “Underwriting Agreement”) with J.P.

Morgan Securities LLC and Citigroup Global Markets Inc., as representatives of the several underwriters named therein (the “Underwriters”), pursuant to which the Company issued and sold the an aggregate of 11,764,706 shares (the “Firm Shares”) of our common stock, par value $ 0.0001 per share, to the Underwriters (the “Public Offering”).

Additionally, under the terms of the Underwriting Agreement, the Company granted the Underwriters an option, for 30 days from the date of the Underwriting Agreement, to purchase up to an additional 1,764,705 shares of common stock (the “Option Shares,” and together with the Firm Shares, the “Shares”), which the Underwriters elected to exercise in full.

The price to the public in the Public Offering was $ 4.25 per share.

The Underwriters agreed to purchase the Shares from the Company pursuant to the Underwriting Agreement at a price of $ 3.995 per share.

The Offering was made pursuant to a prospectus supplement and related prospectus filed with the SEC pursuant to the Company’s Registration Statement under which the Company may offer and sell up to $ 150.0 million in the aggregate of its common stock, including the common stock already sold, preferred stock, debt securities, warrants and units from time to time in one or more offerings.

On May 18, 2023, the Company completed the sale and issuance of an aggregate of 13,529,411 Shares, including the exercise in full of the Underwriters’ option to purchase the Option Shares.

The Company received net proceeds of approximately $ 53.6 million, after deducting the Underwriters’ discounts and commissions and offering expenses payable by the Company.

On November 8, 2022, the Company filed a Registration Statement.

Also on November 8, 2022, the Company entered into a Sales Agreement with Cowen, pursuant to which the Company may issue and sell from time to time up to $ 150.0 million of its common stock, including the common stock already sold, through or to Cowen as the Company’s sales agent or principal in the ATM Offering.

On May 15, 2023, pursuant to an Amendment No.

1 to Sales Agreement and in connection with the Public Offering, the Company reduced the number of shares that could be issued and sold pursuant to its ATM Offering with TD Cowen by $ 86.25 million, lowering the aggregate offering price under the Sales Agreement from $ 150.0 million to $ 63.75 million.

On September 11, 2023, pursuant to an Amendment No.

2 to Sales Agreement, the Company increased the number of shares that could be issued and sold pursuant to its ATM Offering with TD Cowen by $ 28.75 million, increasing the aggregate offering price under the Sales Agreement from $ 63.75 million to $ 92.5 million.

The following table summarizes information regarding settlements under the ATM Offering:

Stockholders’ Equity (Deficit)

Sales Agreement

On November 8, 2022, the Company entered into a Sales Agreement, as amended, with TD Cowen, pursuant to which (and subject to applicable law) the Company may issue and sell from time to time up to $ 92.5 million of its common stock, including the common stock already sold, through or to TD Cowen as the Company’s sales agent or principal under the Sales Agreement.

As of December 31, 2025, the Company had approximately $ 64.9 million of its common stock remaining available for sales under the Sales Agreement.

The following table summarizes information regarding settlements of shares under the Sales Agreement:

Year Ended December 31,

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Net proceeds after commissions and fees

As of December 31, 2024, the Company had approximately $ 64.9 million of its common stock remaining available for sales under the ATM Offering.

On October 9, 2023, in accordance with the terms of an optional stock purchase agreement entered into with one of its CMOs on September 28, 2023 (the “Optional Stock Purchase Agreement”), the Company issued 2,225,513 shares of its common stock to one of its CMOs for a price of $ 3.675 per share, with a total value of $ 8.2 million in this non-cash transaction.

The Optional Stock Purchase Agreement gave the Company the option, in its sole discretion, to elect to pay for certain manufacturing services provided by the CMO by either paying cash or issuing shares of our common stock in a private placement offering (the “Stock Service Fee Payment”).

On October 4, 2023, the Company notified the CMO of its election of the Stock Service Fee Payment.

The price per share of common stock was equal to the volume-weighted average closing trading price per share of common stock on the Nasdaq Global Market over the ten -trading day period ending on and including October 6, 2023.

Private Placement

On October 21, 2025 , the Company sold to certain unaffiliated third-party investors (i) an aggregate of 4,634,995 shares of our common stock (the “PIPE Shares”) and (ii) the PIPE Warrants to purchase an aggregate of 463,498 shares of common stock, each for an exercise price of $ 0.01 per share, for an aggregate gross purchase price of $ 8.0 million (collectively, the “Private Placement”).

The PIPE Warrants may be exercised at any time on or before October 21, 2030 , and there have been no exercises as of December 31, 2025.

The PIPE Warrants are subject to appropriate adjustment in the event of share dividends, stock splits, reorganizations or similar events affecting

our common stock.

Stock-Based Compensation and Employee Benefits

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Additionally, the evergreen provision has been removed from the 2014 Plan such that any increase in the total number of shares of common stock that may be issued must be approved by stockholders.

There were 6,010,528 shares of common stock available for future issuance as of December 31, 2024 under the 2014 Plan.

All remaining shares under the Company’s 2010 Equity Incentive Stock Plan (the “2010 Plan”) were transferred to the Original 2014 Plan upon adoption and any additional shares that would otherwise return to the 2010 Plan as a result of forfeiture, termination or expiration of the awards will return to the 2014 Plan.

All shares remaining under the Company’s 2010 Equity Incentive Stock Plan (the “2010 Plan”) were transferred to the Original 2014 Plan upon adoption and any additional shares that would otherwise return to the 2010 Plan as a result of forfeiture, termination or expiration of the awards return to the 2014 Plan.

The 2014 Plan enables the Company to grant shares and/or options to purchase shares of common stock to employees, directors, consultants and other service providers.

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Under the 2010 Plan, no awards have been issued since 2014, and there were no shares of common stock available for future issuance as of December 31, 2025.

There were 5,683,408 shares of common stock available for future issuance as of December 31, 2025 under the 2014 Plan.

In June 2016, the Company adopted the 2016 Plan.

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Stock option exercises are settled with common stock from the plans’ previously authorized and available pool of shares.

If any shares subject to an award granted under the 2014 Plan or 2016 Plan expire, are forfeited or canceled without the issuance of shares, the

shares subject to such awards return to the 2014 Plan.

If any shares subject to an award granted under the 2014 Plan or 2016 Plan expire, are forfeited or canceled without the issuance of shares, the shares subject to such awards return to the 2014 Plan.

In addition, shares withheld to pay for minimum statutory tax obligations with respect to full-value awards are added back to the 2014 Plan.

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These stock options generally vest over four years , expire in ten years from the date of grant and are generally exercisable after vesting.

In 2024, the Company granted an aggregate of 2,622,500 performance-based stock options (“PSOs”) under the Original 2014 Plan and under the 2014 Plan to its Chief Executive Officer and certain other senior officers, which have a term of ten years.

The PSOs granted under the Original 2014 Plan are comprised of 1,982,500 PSOs with performance-based vesting conditions tied to commercial, clinical and strategic milestones (the “Performance Condition PSOs”).

The fair value of each Performance Condition PSO was estimated on the grant date, using the Black-Scholes model for PSOs tied to commercial, clinical and strategic milestones.

Expense for the Performance Condition PSOs is recognized over the requisite service period only when the performance condition is considered probable of being achieved and is recognized over the period from the grant date through the time the milestone is expected to be achieved.

The PSOs granted under the 2014 Plan comprised 640,000 PSOs with total shareholder return vesting tied to performance milestones during specified periods (the “Market Condition PSOs”).

The fair value of each Market Condition PSO was estimated on the grant date using a Monte Carlo simulation model.

In 2024, the Company granted a total of 2,622,500 PSOs to its Chief Executive Officer and certain other senior officers.

The PSOs had a term of ten years and 1,982,500 PSOs included performance-based vesting conditions tied to commercial, clinical and strategic milestones (the “Performance Condition PSOs”) and 640,000 PSOs included performance-based vesting conditions tied to total shareholder return during specified periods (the “Market Condition PSOs”).

The fair value of each Performance Condition PSO was estimated on the grant date, using the Black-Scholes model.

Expense has been recognized only when the performance condition is considered probable of being achieved and is recognized over the period from the grant date through the time the milestone is expected to be achieved.

The fair value of each Market Condition PSO was estimated on the grant date using a Monte Carlo simulation model and expense has been recognized over the requisite service period.

The following table summarizes option activity from December 31, 2024 through December 31, 2025:

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Aggregate intrinsic value represents the value of the Company’s closing stock price on the last trading day of the year in excess of the exercise price multiplied by the number of options outstanding or exercisable.

Information on the options outstanding and exercisable as of December 31, 2024 is summarized by range of exercise prices as follows:

A summary of the options outstanding and exercisable as of December 31, 2025 is as follows:

Options Outstanding

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Weighted-average grant date fair value per share of options granted

As of December 31, 2024, total unrecognized stock-based compensation expense related to unvested stock options was $ 24.6 million, which is expected to be recognized over a weighted-average period of 2.6 years.

Restricted Stock Units

As of December 31, 2025, unrecognized stock-based compensation expense related to unvested stock options was $ 10.7 million, which is expected to be recognized over a weighted-average period of 2.7 years.

Restricted Stock Units (“RSUs”)

The Company grants RSUs from time to time primarily to its employees.

The fair value of each RSU is the closing price of the Company’s common stock on the date of grant.

RSUs are share awards that entitle the holder to receive freely tradable shares of the Company’s common stock upon vesting.

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The Company’s RSUs generally vest over one to three years from the applicable grant date, provided the employee remains continuously employed with the Company.

However, the RSUs granted in 2024 were issued and vested immediately to settle a portion of the 2023 annual employee performance bonuses.

The estimated fair value of RSUs is based on the closing price of the Company’s common stock on the grant date.

The following table sets forth the summary of RSUs activity, under the 2014 Plan:

No RSU’s were issued in 2025.

The following table sets forth the summary of RSU activity:

RSUs Outstanding

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Balances at December 31, 2024

( 2,793,626 )

RSUs canceled

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Weighted-average grant-date fair value per share of RSUs granted

As of December 31, 2024, total unrecognized stock-based compensation expense related to unvested RSUs was $ 2.6 million, which is expected to be recognized over a weighted-average period of 0.7 years.

As of December 31, 2025, unrecognized stock-based compensation expense related to unvested RSUs was immaterial, with a remaining recognition period of one month.

Employee Stock Purchase Plan

In October 2014, the Company’s board of directors and its stockholders approved the establishment of the ESPP.

The ESPP provided for annual increases in the number of shares available for issuance on January 1 of each year until January 1, 2024, equal to the lesser of one percent ( 1 %) of the number of shares of the Company’s common stock outstanding as of such date or a number of shares as determined by the Company’s board of directors.

The ESPP provided for annual increases in the number of shares available for issuance on January 1, equal to the lesser of one percent ( 1 %) of the number of shares of the Company’s common stock outstanding as of such date or a number of shares as determined by the Company’s board of directors.

In June 2025, the stockholders approved an amendment to the ESPP to (1) remove the evergreen provision to prevent future automatic increases to shares reserved for issuance under the ESPP, and (2) reserve an additional 1,500,000 shares for issuance under the Amended ESPP over the existing share reserve under the plan.

The ESPP had 2,646,662 shares of common stock available for future issuance as of December 31, 2025.

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The offering periods of the ESPP are six-month periods commencing on each May 16 and November 16 .

As of December 31, 2024, the unrecognized compensation expense associated with the ESPP was immaterial, which is expected to be recognized over a weighted-average period of 4.5 months.

As of December 31, 2025, the unrecognized compensation expense associated with the ESPP was immaterial and was expected to be recognized over a weighted-average period of 4.5 months.

Stock-Based Compensation

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Selling, general and administrative

Total stock-based compensation expense

Stock-based compensation subtotal

Stock-based compensation from discontinued operations

Total stock-based compensation expense from continuing operations

Total stock-based compensation expense capitalized into inventory

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Expected Term:

The expected term represents the period for which the stock-based awards are expected to be outstanding and is based on the options’ vesting term and contractual term.

Since January 1, 2021, the Company has used historical data to calculate the expected term.

The expected term represents the period for which the stock-based awards are expected to be outstanding and is based on the options’ vesting term and contractual term, which is derived from the Company’s historical data.

Expected Volatility:

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In 2019, the Compensation Committee of the Board approved the Company’s matching of employee contributions towards their individual 401(k) Plans whereby eligible employees may elect to contribute up to the lesser of 90 % of their annual compensation or the statutorily prescribed annual limit allowable under Internal Revenue Service regulations.

The Company makes matching contributions of 100 % of the first 4 % of eligible compensation that an employee contributes to his or her 401(k) plan, up to a maximum of $ 7,500 each

The Company recorded compensation expense related to the match of $ 1.5 million, $ 1.8 million and $ 2.1 million in 2024, 2023 and 2022, respectively.

The components of income (loss) before income taxes are as follows:

Year Ended December 31,

(in thousands)

For the periods presented, the income tax provision (benefit) is as follows:

The Company makes matching contributions of 100 % of the first 4 % of eligible compensation that an employee contributes to his or her 401(k) plan, up to a maximum of $ 7,500 each year.

The Company recorded compensation expense in continuing operations related to the match of $ 0.9 million and $ 1.2 million for the years ended December 31, 2025 and 2024, respectively.

The components of loss from continuing operations before income taxes are as follows:

Year Ended December 31,

(in thousands)

Income tax provision (benefit)

For the periods presented above, the income tax provision (benefit) reflects the Company’s history of losses and valuation of allowances against the deferred tax assets.

A reconciliation of the statutory United States federal rate to the Company’s effective tax rate is as follows:

No income tax provision or benefit was recorded for the years ended December 31, 2025 and 2024, as the Company did not generate taxable income and maintained a full valuation allowance against its deferred tax assets.

The reconciliation of the statutory United States federal income tax rate to the Company’s loss from continuing operations before income taxes reflecting the Company’s adoption of ASU 2023-09 is as follows:

Year Ended December 31,

Percent of pre-tax income:

(amount in thousands)

United States federal statutory income tax rate

State taxes, net of federal benefit

Permanent items

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Stock-based compensation costs

Sale Transactions

Change in unrecognized tax benefit

Change in valuation allowance

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In-process research and development

Section 481(a) adjustment

Total deferred tax liabilities

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As a result, the Company has recorded a valuation allowance against the remaining federal and certain state net deferred tax assets as of December 31, 2025 and 2024.

The valuation allowance decreased by $ 10.6 million during the year ended December 31, 2024 and increased by $ 85.6 million and $ 64.4 million during the years ended December 31, 2023 and 2022, respectively.

The valuation allowance decreased by $ 44.7 million during the year ended December 31, 2025 and decreased by $ 10.6 million during the year ended December 31, 2024.

As of December 31, 2025, the Company had net operating loss carryforwards for federal income of $ 792.6 million, which will start to expire in the year 2036 , and various states net operating loss carryforwards of $ 131.9 million, which have various expiration dates beginning in 2031 .

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Balance at end of year

As of December 31, 2024, 2023 and 2022, the Company had $ 19.2 million, $ 17.4 million and $ 16.8 million, respectively, of unrecognized benefits, none of which would currently affect the Company’s effective tax rate if recognized due to the Company’s deferred tax assets being offset by a valuation allowance.

As of December 31, 2025 and 2024, the Company had approximately $ 20.0 million and $ 19.2 million, respectively, of unrecognized benefits, none of which would currently affect the Company’s effective tax rate if recognized due to the Company’s deferred tax assets being offset by a valuation allowance.

During 2025 and 2024, the Company did no t recognize accrued interest and penalties related to unrecognized tax benefits.

The Company does not anticipate a material adjustment of unrecognized tax benefits during the next twelve months from the balance sheet date as reductions for tax positions of prior years.

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 has accounted for the provisions of the OBBBA in its financial statements.

The changes did not impact income taxes due to its cumulative tax loss and tax effect of a full valuation allowance against those balances.

Net Income (Loss) Per Share

2 unchanged sentences

(in thousands, except share and per share data)

Basic net income (loss) per share

Net income (loss)

Weighted-average common shares outstanding

Basic net income (loss) per share

Diluted net income (loss) per share

Net income (loss)

Denominator for basic net income (loss) per share

Add effect of potential dilutive securities:

Stock options, including shares subject to ESPP

Restricted stock units

Denominator for diluted net income (loss) per share

Diluted net income (loss) per share

Net loss from continuing operations

Weighted-average common shares outstanding, basic and diluted

Net loss from continuing operations, basic and diluted

Net income from discontinued operations, net of tax

Weighted-average common shares outstanding, basic and diluted

Net income from discontinued operations, basic and diluted

Weighted-average common shares outstanding, basic and diluted

Net income per share, basic and diluted

For the year ended December 31, 2025, the PIPE Warrants issued in the Private Placement to purchase the Company’s common stock were included in the basic and diluted earnings per share calculation because their exercise price was non-substantive.

As the Company had discontinued operations, the Company used net loss from continuing operations as the control number to determine whether potential common shares were dilutive or anti-dilutive for purposes of reporting each of the basic and diluted net income per common share presentations above.

Because there is a loss from continuing operations in each of the periods presented, the potentially dilutive shares are anti-dilutive and diluted net income (loss) per share in each of the presentations is the same as basic net income (loss) per share.

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

Year Ended December 31,

Stock options, PSOs, including shares subject to ESPP

Stock options, performance stock options and shares subject to ESPP

Restricted stock units

Shares issuable upon conversion of 2026 Convertible Notes

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.

Subsequent Event

In connection with the December 2, 2024 UDENYCA Purchase Agreement and related UDENYCA Sale, the Company held a Special Meeting of Stockholders (the “Special Meeting”) on March 11, 2025 virtually via the Internet.

At the Special Meeting, our stockholders approved the UDENYCA Sale, the UDENYCA Purchase Agreement and the other transactions and ancillary documents contemplated by the UDENYCA Purchase Agreement.

The Company expects to receive $ 483.4 million in cash at closing, inclusive of $ 118.4 million of UDENYCA product inventory, subject to downward adjustment by the amount of inventory delivered at the closing of the UDENYCA Sale less than the Inventory Target.

In addition, the Company is also eligible to receive two additional Earnout Payments of $ 37.5 million each, provided that certain minimum UDENYCA Net Sales thresholds are met during specified periods after the closing of the UDENYCA Sale.

Closing of the UDENYCA Sale is subject to closing conditions, including FDA authorization of commercial supply from our additional packaging and labeling CMO for UDENYCA.

The Company anticipates the closing to occur late in the first quarter or early in the second quarter of 2025.

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

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

Subsequent Events

Public Offering

On February 12, 2026, the Company entered into an underwriting agreement (the “Underwriting Agreement”) with TD Securities (USA) LLC, Guggenheim Securities, LLC and Oppenheimer & Co.

as representatives of the several underwriters named therein (collectively, the “Underwriters”), pursuant to which the Company agreed to issue and sell an aggregate of 28,600,000 shares (the “Firm Shares”) of its common stock, par value $ 0.0001 per share (“Common Stock”) to the Underwriters (the “Offering”).

Additionally, under the terms of the Underwriting Agreement, the Company granted the Underwriters an option, for 30 days from the date of the Underwriting Agreement, solely for the purpose of covering over-allotments, if any, to purchase up to an additional 4,290,000 shares of Common Stock (the “Optional Shares,” and together with the Firm Shares, the “Offering Shares”).

The price to the public in the Offering was $ 1.75 per share.

The Underwriters agreed to purchase the Offering Shares from the Company pursuant to the Underwriting Agreement at a price of $ 1.645 per share.

On February 17, 2026, the Company completed the sale and issuance of an aggregate of 28,600,000 shares of Common Stock.

The Company received net proceeds of approximately $ 47.0 million, after deducting the Underwriters’ discounts and commissions but before estimated offering expenses payable by the Company.

Janssen Agreement

On February 4, 2026, the Company announced a clinical supply agreement with Janssen, to evaluate tagmokitug in combination with pasritamig, a T-cell engaging bispecific antibody, in a Phase 1b clinical study in patients with mCRPC.

Under the terms of the clinical supply agreement, Janssen will provide pasritamig to the Company, and the Company will be the sponsor of the Phase 1b clinical trial.

Janssen and the Company each retain all commercial rights to our respective compounds, including as monotherapy or as combination treatments.

Changes in and Disagree ments with Accountants on Accounting and Financial Disclosure

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What changed 10-K

Item 7A. Quantitative and Qualitative Disclosures About Market Risk