What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2026-03-09 compared with 2025-03-17 · 32 added, 45 removed, 186 unchanged (29% of the section changed)

2 unchanged sentences

We carried out an evaluation, under the supervision of our Chief Executive Officer and our Chief Financial Officer, and evaluated the effectiveness of our disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, as of the end of the period covered by this Annual Report on Form 10-K.

Based on this evaluation, our President and Chief Executive Officer and our Chief Financial Officer have concluded that, as of the end of the period covered by this Annual Report on Form 10-K, our disclosure controls and procedures were effective at a reasonable assurance level.

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms and that such information is accumulated and communicated to our management, including our chief executive officer, principal financial officer and principal accounting officer, as appropriate, to allow for timely decisions regarding required disclosure.

We intend to review and evaluate the design and effectiveness of our disclosure controls and procedures on an ongoing basis and to correct any material deficiencies that we may discover.

We review and evaluate the design and effectiveness of our disclosure controls and procedures on an ongoing basis and implement improvements as appropriate.

Our goal is to ensure that our management has timely access to material information that could affect our business.

In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

Based on this evaluation, and as a result of the material weakness described below, our President and Chief Executive Officer and our Chief Financial Officer have concluded that, as of the end of the period covered by this Annual Report on Form 10-K, our disclosure controls and procedures were not effective at a reasonable assurance level.

Notwithstanding this material weakness, management concluded the consolidated financial statements included in this report present fairly, in all material respects, our financial condition, results of operations and cash flows for the periods covered by this report and our external auditors have issued an unqualified opinion on our consolidated financial statements as of and for the year ended December 31, 2024.

Management’s Annual Report on Internal Control Over Financial Reporting

1 unchanged sentence

Under the supervision and with the participation of our management, including our principal executive officer, principal financial officer and principal accounting officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 Framework).

Based on our evaluation under the framework in Internal Control—Integrated Framework , our management concluded that our internal control over financial reporting was not effective as of December 31, 2024 due to the material weakness discussed below.

Material Weakness in Internal Control over Financial Reporting

A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of a company’s annual or interim financial statements will not be detected or prevented on a timely basis.

Management determined that there was a material weakness in the operating effectiveness of our procedures related to documentation and review of certain inventory account reconciliations.

The lack of sufficient evidence of the review performed over these accounting records did not allow for the testing and validation that the relevant internal controls operated, and thus it resulted in the material weakness.

The material weakness related to documentation and did not result in a misstatement with respect to our financial statements included in this Form 10-K.

The effectiveness of our internal control over financial reporting as of December 31, 2024 has been audited by Ernst & Young LLP, an independent registered public accounting firm, as stated in its report which is included in this Item 9A of this Annual Report on Form 10-K.

Management’s Remediation Measures

We are taking steps to remediate this material weakness and to strengthen our internal control over financial reporting.

The remediation measures include additional training and enhancement of our documentation and retention procedures, particularly as they relate to our inventory account reconciliations.

This remediation is in progress and will require validation and testing of operating effectiveness of internal controls over multiple financial reporting cycles.

Based on our evaluation under the framework in Internal Control—Integrated Framework , our management concluded that our internal control over financial reporting was effective as of December 31, 2025.

Ernst & Young LLP, our independent registered public accounting firm, has attested to and issued a report on the effectiveness of our internal control over financial reporting, which is included herein.

Changes in Internal Control over Financial Reporting

Except for the material weakness noted above, there has been no change in the Company's internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) that occurred during the quarter ended December 31, 2024 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

There were no changes in our internal control over financial reporting during the three months ended December 31, 2025, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Report of Independent Registered Public Accounting Firm

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

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

Opinion on Internal Control Over Financial Reporting

We have audited Coherus BioSciences, Inc.’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) (the COSO criteria).

In our opinion, because of the effect of the material weakness described below on the achievement of the objectives of the control criteria, Coherus BioSciences, Inc.

(the Company) has not maintained effective internal control over financial reporting as of December 31, 2024, based on the COSO criteria.

A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company’s annual or interim financial statements will not be prevented or detected on a timely basis.

The following material weakness has been identified and included in management’s assessment.

Management has identified a material weakness relating to the operating effectiveness of their documentation and review procedures over certain inventory account reconciliations.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of 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.

This material weakness was considered in determining the nature, timing and extent of audit tests applied in our audit of the 2024 consolidated financial statements, and this report does not affect our report dated March 17, 2025, which expressed an unqualified opinion thereon.

We have audited Coherus Oncology, Inc.’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) (the COSO criteria).

In our opinion, Coherus Oncology, Inc.

(the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025, based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the balance sheets of the Company as of December 31, 2025 and 2024, the related 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 and our report dated March 9, 2026 expressed an unqualified opinion thereon.

Basis for Opinion

15 unchanged sentences

/s/ Ernst & Young LLP

San Mateo, California

San Francisco, California

March 9, 2026

Changes in Internal Control Over Financial Reporting

There were no changes in our internal control over financial reporting identified in connection with the evaluation required by Rule 13a-15(d) and 15d-15(d) of the Exchange Act that occurred during the quarter ended December 31, 2024 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Other Information

30 unchanged sentences

Amended and Restated Bylaws.

Certificate of Amendment to the Amended and Restated Certificate of Incorporation of Coherus BioSciences, Inc., effective as of May 29, 2025.

Reference is made to Exhibits 3.1, 3.2 and 3.3.

5 unchanged sentences

Notice of Successor Trustee to Indenture dated February 7, 2022

Distribution Agreement, effective December 26, 2012, by and between Orox Pharmaceuticals B.V.

and Coherus BioSciences, Inc.

First Supplemental Indenture, dated March 31, 2025, between Coherus BioSciences, Inc.

Bank Trust Company, National Association, as trustee.

Standard Industrial/Commercial Multi-tenant Lease-Gross, effective December 5, 2011, by and between Howard California Property Camarillo 5 and BioGenerics, Inc.

3 unchanged sentences

Form of Stock Option Grant Notice and Stock Option Agreement under the 2010 Equity Incentive Plan, as amended.

Form of Stock Option Grant Notice and Stock Option Agreement under the 2014 Equity Incentive Award Plan.

Form of Restricted Stock Award Grant Notice and Restricted Stock Award Agreement under the 2014 Equity Incentive Award Plan.

Incorporated by Reference

Exhibit Description

Form of Stock Option Grant Notice and Stock Option Agreement under the 2014 Equity Incentive Award Plan.

Form of Restricted Stock Award Grant Notice and Restricted Stock Award Agreement under the 2014 Equity Incentive Award Plan.

Form of Restricted Stock Unit Award Grant Notice and Restricted Stock Unit Award Agreement under the 2014 Equity Incentive Award Plan.

Coherus BioSciences, Inc.

Coherus Oncology, Inc.

2014 Employee Stock Purchase Plan.

1 unchanged sentence

and each of its directors, officers and certain employees.

Master Services Agreement, effective January 23, 2012, by and between Medpace, Inc.

and BioGenerics, Inc.

New Office Lease, effective July 6, 2015, by and between Hudson 333 Twin Dolphin Plaza, LLC and Coherus BioSciences, Inc.

First Amendment, effective August 10, 2015, by and between Hudson 333 Twin Dolphin Plaza, LLC and Coherus BioSciences, Inc.

Coherus BioSciences, Inc.

Coherus Oncology , Inc.

2016 Employment Commencement Incentive Plan.

16 unchanged sentences

and Shanghai Junshi Biosciences, Co.

Letter Agreement, dated February 9, 2022, between Coherus BioSciences, Inc.

and Shanghai Junshi Biosciences, Co., Ltd.

Incorporated by Reference

Exhibit Description

Letter Agreement, dated February 9, 2022, between Coherus BioSciences, Inc.

and Shanghai Junshi Biosciences, Co., Ltd.

Executive Change in Control and Severance Plan, effective January 1, 2023.

Sales Agreement, dated as of November 8, 2022, by and between the registrant and Cowen and Company, LLC.

Amendment No.

21 unchanged sentences

and Coduet Royalty Holdings, LLC.

Coherus BioSciences, Inc.

Coherus Oncology, Inc.

Amended and Restated 2014 Equity Incentive Award Plan.

2 unchanged sentences

and Apotex, Inc.

Coherus BioSciences, Inc.

Insider Trading Compliance Policy and Procedures, effective February 27, 2023.

Subsidiaries of Coherus BioSciences, Inc.

Incorporated by Reference

Exhibit Description

Letter Agreement between Coherus BioSciences, Inc.

and Paul Reider, dated as of May 8, 2025.

Amendment No.

1 to Coherus Oncology, Inc.

2014 Employee Stock Purchase Plan.

Coherus BioSciences, Inc.

Insider Trading Compliance Policy and Procedures, effective February 27, 2023.

Subsidiaries of Coherus Oncology, Inc.

Consent of Independent Registered Public Accounting Firm.

17 unchanged sentences

Pursuant to the requirements of Section 13 or 15(d) the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

COHERUS BIOSCIENCES, INC.

COHERUS ONCOLOGY, INC.

March 9, 2026

20 unchanged sentences

March 9, 2026

/s/ Charles Newton

Charles Newton

/s/ Charles W.

March 9, 2026

5 unchanged sentences

March 9, 2026

March 17, 2025

/s/ Rita Karachun

5 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures