Coherus Oncology, Inc. 10-K

Item 7A. Quantitative and Qualitative Disclosures about Market Risk 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. ​ 74 Table of Contents Item 8. Consolidated Financial Statements and Supplementary Data COHERUS ONCOLOGY, INC. ANNUAL REPORT ON FORM 10-K INDEX TO AUDITED CONSOLIDATED FINANCIAL STATEMENTS ​ ​ ​ ​ Page Report of Independent Registered Public Accounting Firm (PCAOB ID 42 ) 76 Audited Consolidated Financial Statements ​ Consolidated Ba lance Sheets 78 Consolidated Statements of Operations ​ 79 Consolidated Statements of Comprehensive Income 80 Consolidated Statements of Stockholders’ E quity ( Deficit ) 81 Consolidated Statements of Cash Flows 82 Notes to Consolidated Financial Statements 83 ​ ​ ​ 75 Table of Contents Report of Independent Registered Public Accounting Firm 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 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, 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 These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. Critical Audit Matter ​ The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. 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. 76 Table of Contents ​ 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. 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 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 Francisco, California March 9, 2026 ​ ​ 77 Table of Contents Coherus Oncology, Inc. Consolidated Balance Sheets (in thousands, except share and per share data) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ ​ 2025 ​ ​ ​ 2024 Assets ​ ​ ​ ​ ​ Current assets: ​ ​ ​ ​ ​ Cash and cash equivalents ​ $ 88,879 ​ $ 125,987 Investments in marketable securities ​ ​ 83,246 ​ ​ — Trade receivables, net ​ 17,815 ​ 111,324 TSA receivables, net ​ ​ 603 ​ ​ 11,010 Inventory ​ 3,172 ​ 4,207 Prepaid manufacturing ​ 6,758 ​ 6,653 Other prepaids and current assets ​ ​ 6,233 ​ 10,222 Assets of discontinued operations, current (Note 6) ​ — ​ ​ 72,180 Total current assets ​ 206,706 ​ 341,583 Property and equipment, net ​ 1,345 ​ 2,576 Intangible assets, net ​ 46,239 ​ 53,646 Other assets, non-current ​ ​ 4,053 ​ 6,485 Assets of discontinued operations, non-current (Note 6) ​ — ​ ​ 44,243 Total assets ​ $ 258,343 ​ $ 448,533 ​ ​ ​ ​ ​ ​ ​ Liabilities and Stockholders’ Equity (Deficit) ​ ​ ​ ​ Current liabilities: ​ ​ ​ ​ Accounts payable ​ $ 9,915 ​ $ 28,456 Accrued rebates, fees and reserves ​ 30,397 ​ 164,867 TSA payables and accrued liabilities ​ ​ 65,065 ​ ​ 11,026 Accrued compensation ​ 14,579 ​ 18,344 Accrued and other current liabilities ​ 20,430 ​ 60,288 Total current liabilities ​ 140,386 ​ 282,981 Term loan, non-current ​ ​ 37,051 ​ ​ 36,698 Convertible notes, non-current ​ ​ — ​ ​ 228,229 Lease liabilities, non-current ​ 1,457 ​ 3,286 Other liabilities, non-current ​ 18,435 ​ 29,329 Total liabilities ​ 197,329 ​ 580,523 Commitments and contingencies (Note 9) ​ ​ ​ ​ Stockholders’ equity (deficit): ​ ​ ​ ​ Preferred stock ($ 0.0001 par value; shares authorized: 5,000,000 ; shares issued and outstanding: 0 at December 31, 2025 and December 31, 2024) ​ ​ — ​ ​ — Common stock ($ 0.0001 par value; shares authorized: 300,000,000 ; shares issued and outstanding: 121,154,925 and 115,614,548 at December 31, 2025 and December 31, 2024, respectively) ​ 12 ​ 12 Additional paid-in capital ​ 1,444,166 ​ 1,419,266 Accumulated other comprehensive loss ​ ( 195 ) ​ ( 275 ) Accumulated deficit ​ ( 1,382,969 ) ​ ( 1,550,993 ) Total stockholders' equity (deficit) ​ 61,014 ​ ( 131,990 ) Total liabilities and stockholders’ equity (deficit) ​ $ 258,343 ​ $ 448,533 ​ See accompanying notes. ​ 78 Table of Contents Coherus Oncology, Inc. Consolidated Statements of Operations (in thousands, except share and per share data) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ ​ ​ ​ ​ ​ ​ ​ 2025 ​ ​ ​ 2024 Net revenue ​ ​ ​ $ 42,172 ​ $ 26,389 Costs and expenses: ​ ​ ​ ​ ​ ​ Cost of goods sold ​ ​ ​ 13,814 ​ 8,727 Research and development ​ ​ ​ 108,888 ​ 91,833 Selling, general and administrative ​ ​ ​ 100,604 ​ 125,482 Total costs and expenses ​ ​ ​ 223,306 ​ 226,042 Loss from operations ​ ​ ​ ( 181,134 ) ​ ( 199,653 ) Interest expense ​ ​ ​ ( 9,001 ) ​ ( 10,734 ) Loss on debt extinguishment ​ ​ ​ ​ — ​ ​ ( 12,630 ) Other income (expense), net ​ ​ ​ 7,011 ​ 7,623 Loss from continuing operations before income taxes ​ ​ ​ ( 183,124 ) ​ ( 215,394 ) Income tax provision ​ ​ ​ — ​ — Net loss from continuing operations ​ ​ ​ ​ ( 183,124 ) ​ ​ ( 215,394 ) Net income from discontinued operations, net of tax (Note 6) ​ ​ ​ ​ 351,148 ​ ​ 243,901 Net income ​ ​ ​ $ 168,024 ​ $ 28,507 ​ ​ ​ ​ ​ ​ ​ Net income (loss) per share: ​ ​ ​ ​ ​ ​ Net loss from continuing operations - basic and diluted ​ ​ ​ $ ( 1.56 ) ​ $ ( 1.88 ) Net income from discontinued operations - basic and diluted ​ ​ ​ $ 3.00 ​ $ 2.13 Net income per share - basic and diluted ​ ​ ​ $ 1.43 ​ $ 0.25 ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted-average number of shares used in computing net income (loss) per share: ​ ​ ​ ​ ​ ​ ​ ​ Basic and diluted ​ ​ ​ ​ 117,143,457 ​ ​ 114,553,537 ​ See accompanying notes. ​ ​ 79 Table of Contents Coherus Oncology, Inc. Consolidated Statements of Comprehensive Income (in thousands) ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ 2025 ​ ​ ​ 2024 Net income $ 168,024 ​ $ 28,507 Other comprehensive income (loss): ​ ​ ​ Unrealized gain (loss) on available-for-sale securities, net of tax ​ 80 ​ ​ ( 24 ) Foreign currency translation adjustments, net of tax ​ — ​ ​ ( 3 ) Comprehensive income $ 168,104 ​ $ 28,480 ​ See accompanying notes. ​ 80 Table of Contents Coherus Oncology, Inc. Consolidated Statements of Stockholders’ Equity (Deficit) (in thousands, except share and per share data) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Accumulated ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Additional ​ Other ​ ​ ​ ​ Total ​ ​ Common Stock ​ Paid-In ​ Comprehensive ​ Accumulated ​ Stockholders' ​ ​ ​ ​ Shares ​ ​ ​ ​ Amount ​ ​ ​ Capital ​ ​ ​ Loss ​ ​ ​ Deficit ​ ​ ​ Equity (Deficit) Balances at December 31, 2023 ​ 112,215,260 ​ $ 11 ​ $ 1,386,312 ​ $ ( 248 ) ​ $ ( 1,579,500 ) ​ $ ( 193,425 ) Net income ​ — ​ — ​ — ​ — ​ 28,507 ​ 28,507 Issuance of common stock upon exercise of stock options ​ 174,651 ​ — ​ 291 ​ — ​ — ​ 291 Issuance of common stock upon vesting of RSUs ​ 816,876 ​ — ​ — ​ — ​ — ​ — Issuance of common stock under the ESPP 852,222 ​ — ​ 926 ​ — ​ — ​ 926 Issuance of common stock - partial payout of 2023 bonus in RSUs ​ 1,976,750 ​ ​ 1 ​ ​ 4,407 ​ ​ — ​ ​ — ​ ​ 4,408 Issuance of common stock under Sales Agreement, net of issuance costs ​ 650,005 ​ ​ — ​ ​ 1,455 ​ ​ — ​ ​ — ​ ​ 1,455 Taxes paid related to net share settlement of RSUs ​ ( 1,071,216 ) ​ ​ — ​ ​ ( 2,476 ) ​ ​ — ​ ​ — ​ ​ ( 2,476 ) Stock-based compensation expense ​ — ​ — ​ 28,351 ​ — ​ — ​ 28,351 Other comprehensive loss, net of tax — ​ ​ — ​ ​ — ​ ​ ( 27 ) ​ ​ — ​ ( 27 ) Balances at December 31, 2024 115,614,548 ​ ​ 12 ​ ​ 1,419,266 ​ ​ ( 275 ) ​ ​ ( 1,550,993 ) ​ ​ ( 131,990 ) Net income ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ 168,024 ​ ​ 168,024 Issuance of common stock upon exercise of stock options ​ 35,500 ​ ​ — ​ ​ 27 ​ ​ — ​ ​ — ​ ​ 27 Issuance of common stock upon vesting of RSUs ​ 528,673 ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — Issuance of common stock under the ESPP ​ 542,885 ​ ​ — ​ ​ 353 ​ ​ — ​ ​ — ​ ​ 353 Taxes paid related to net share settlement of RSUs ​ ( 201,676 ) ​ ​ — ​ ​ ( 283 ) ​ ​ — ​ ​ — ​ ​ ( 283 ) Stock-based compensation expense ​ — ​ ​ — ​ ​ 16,909 ​ ​ — ​ ​ — ​ ​ 16,909 Issuance of common stock under PIPE Securities, net of issuance costs ​ 4,634,995 ​ ​ — ​ ​ 7,894 ​ ​ — ​ ​ — ​ ​ 7,894 Other comprehensive income, net of tax ​ — ​ ​ — ​ ​ — ​ ​ 80 ​ ​ — ​ ​ 80 Balances at December 31, 2025 ​ 121,154,925 ​ $ 12 ​ $ 1,444,166 ​ $ ( 195 ) ​ $ ( 1,382,969 ) ​ $ 61,014 ​ ​ See accompanying notes. ​ ​ 81 Table of Contents Coherus Oncology, Inc. Consolidated Statements of Cash Flows (in thousands) ​ ​ ​ ​ ​ ​ ​ ​ ​ Years Ended December 31, ​ ​ 2025 ​ ​ ​ 2024 Operating activities ​ ​ ​ ​ ​ Net income ​ $ 168,024 ​ $ 28,507 Adjustments to reconcile net income to net cash used in operating activities: ​ ​ ​ ​ Depreciation and amortization ​ ​ 3,924 ​ ​ 5,276 Stock-based compensation expense ​ 16,966 ​ 27,802 Write-down of intangible assets and remeasurement of contingent consideration liabilities, net ​ 4,164 ​ 6,772 Loss on debt extinguishment ​ ​ 10,286 ​ ​ 12,630 Gain on Sale Transactions, net (Note 6) ​ ​ ( 338,315 ) ​ ​ ( 176,589 ) Inventory write-downs, net ​ ​ — ​ ​ 14,143 Change in fair value of derivatives ​ ​ 12,608 ​ ​ 5,043 Other non-cash adjustments, net ​ ​ ( 10,328 ) ​ ​ 82 Changes in operating assets and liabilities: ​ ​ ​ ​ ​ Trade receivables, net ​ 93,557 ​ 149,350 Inventory ​ ​ ( 17,108 ) ​ ​ ( 31,952 ) Prepaid manufacturing ​ ​ 338 ​ ​ 4,664 Other prepaid, current and non-current assets ​ ​ 4,772 ​ ​ ( 838 ) Accounts payable ​ ( 19,556 ) ​ ( 3,938 ) Accrued rebates, fees and reserves ​ ( 119,327 ) ​ ( 6,065 ) TSA related operating assets and liabilities, net ​ 64,446 ​ — Accrued compensation ​ ( 3,765 ) ​ 1,549 Accrued and other current and non-current liabilities ​ ( 9,199 ) ​ ( 56,876 ) Net cash used in operating activities ​ ( 138,513 ) ​ ( 20,440 ) ​ ​ ​ ​ ​ ​ ​ Investing activities ​ ​ ​ ​ Purchases of investments in marketable securities ​ ( 103,838 ) ​ — Proceeds from maturities of investments in marketable securities ​ ​ 21,462 ​ ​ 6,200 Proceeds from sale of investments in marketable securities ​ — ​ 8,688 Net cash received related to the Sale Transactions (Note 6) ​ ​ 470,305 ​ ​ 227,823 Milestone payments to Junshi Biosciences ​ ​ ( 12,500 ) ​ ​ ( 12,500 ) Other investing activities, net ​ ​ ( 342 ) ​ ​ 110 Net cash provided by investing activities ​ ​ 375,087 ​ ​ 230,321 ​ ​ ​ ​ ​ ​ ​ Financing activities ​ ​ ​ ​ Proceeds from 2029 Term Loan, net of debt discount and issuance costs ​ ​ — ​ ​ 36,979 Proceeds from (repayment of) Revenue Purchase and Sale Agreement, net of issuance costs ​ ​ ( 47,652 ) ​ 36,486 Proceeds from issuance of common stock under Private Placement, net of issuance costs ​ ​ 7,894 ​ ​ — Proceeds from issuance of common stock under Sales Agreement, net of issuance costs ​ ​ — ​ ​ 1,455 Proceeds from purchase under the employee stock purchase plan ​ ​ 353 ​ ​ 926 Taxes paid related to net share settlement ​ ​ ( 283 ) ​ ( 2,476 ) Redemption of 2026 Convertible Notes, including transaction costs ​ ​ ( 233,185 ) ​ ​ — Repayment of 2027 Term Loans, premiums and make-whole ​ ​ — ​ ​ ( 260,387 ) Other financing activities, net ​ ​ ( 832 ) ​ ​ 43 Net cash used in financing activities ​ ​ ( 273,705 ) ​ ​ ( 186,974 ) ​ ​ ​ ​ ​ ​ ​ Net increase (decrease) in cash, cash equivalents and restricted cash ​ ( 37,131 ) ​ 22,907 Cash, cash equivalents and restricted cash at beginning of period ​ 126,250 ​ 103,343 Cash, cash equivalents and restricted cash at end of period ​ $ 89,119 ​ $ 126,250 ​ ​ ​ ​ ​ ​ ​ Supplemental disclosure of cash flow information ​ ​ ​ ​ Cash paid for interest ​ $ 9,916 ​ $ 25,376 Income taxes paid (refunded), net ​ $ 36 ​ $ ( 114 ) ​ ​ ​ ​ ​ ​ ​ Supplemental disclosures of non-cash activities ​ ​ ​ ​ ​ Non-cash employee bonuses settled in common stock ​ $ — ​ $ 4,408 ​ See accompanying notes. ​ 82 Table of Contents Coherus Oncology, Inc. Notes to Consolidated Financial Statements 1. Organization and Significant Accounting Policies Description of the Business 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 The accompanying consolidated financial statements have been prepared in accordance with U.S. GAAP and include the accounts of Coherus and its wholly-owned subsidiaries. The Company does not have any significant interest in variable interest entities. All material intercompany transactions and balances have been eliminated upon consolidation. Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make judgments, estimates and assumptions that affect the reported amounts of assets, liabilities, revenue and expenses, and related disclosures. Management bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances. These estimates form the basis for making judgments about the carrying values of assets and liabilities when these values are not readily apparent from other sources. Estimates are assessed each period and updated to reflect current information. Accounting estimates and judgements are inherently uncertain, and the actual results could differ from these estimates. Segment Reporting and Geographic Disclosures 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 investments, and cash flows. 83 Table of Contents 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. Cash, Cash Equivalents and Restricted Cash Cash, cash equivalents and restricted cash comprise cash and highly liquid investments with original maturities of 90 days or less. 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 Trade receivables are recorded net of allowances for chargebacks, chargeback prepayments, cash discounts for prompt payment and credit losses. The Company estimates an allowance for expected credit losses by considering factors such as historical experience, credit quality, the age of the accounts receivable balances, and current economic conditions that may affect a customer’s ability to pay. The corresponding expense for the credit loss allowance is reflected in selling, general and administrative expenses and was not material during the periods presented. The Company believes that its allowance for expected credit losses was adequate and immaterial as of December 31, 2025 and 2024. Investments in Marketable Securities Investments in marketable securities primarily consist of U.S. 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. The Company’s investment policy requires that it only invests in highly rated securities and limits its exposure to any single issuer, except for securities issued by the U.S. government. All investments in marketable debt securities are held as “available-for-sale” and are carried at the estimated fair value as determined based upon quoted market prices or pricing models for similar securities. The Company classifies investments in marketable securities as short-term when they have remaining contractual maturities of one year or less from the balance sheet date. The Company regularly reviews its investments for declines in fair value below the amortized cost basis to determine whether the impairment, if any, is due to credit-related or other factors. 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 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 (loss). 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 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 The Company’s financial instruments that are exposed to concentration of credit risk consist primarily of cash, cash equivalents, investments in marketable securities and trade receivables. 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 84 Table of Contents 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 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 Monetary assets and liabilities denominated in foreign currency are remeasured at period-end exchange rates. 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’ equity (deficit). Revenue and expense accounts are translated to U.S. dollars at average exchange rates in effect during the period with resulting transaction gains and losses recognized in other income (expense), net in the consolidated statements of operations. The Company has not experienced material foreign currency transaction gains and losses for any of the years presented. Inventory Inventory is stated at the lower of cost or estimated net realizable value with cost determined under the first-in first-out method. Inventory costs include third-party contract manufacturing, third-party packaging services, freight, labor costs for personnel involved in the manufacturing process, and indirect overhead costs. The Company primarily uses actual costs to determine the cost basis for inventory. 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, 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, 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. I nventory costs are capitalized when future commercialization is considered probable and the future economic benefit is expected to be realized, based on management’s judgment. 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. 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 Property and equipment is stated at cost less accumulated depreciation and amortization. Maintenance and repairs are charged to expense as incurred. 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. 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. Depreciation and amortization are recognized using the straight-line method over the following estimated useful lives: ​ ​ ​ ​ Computer equipment and software ​ ​ ​ 3 - 7 years Furniture and fixtures 5 years Machinery and equipment 5 years Leasehold improvements Shorter of lease term or useful life ​ 85 Table of Contents 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. The amounts are capitalized and are accounted for as indefinite-lived intangible assets, subject to impairment testing until completion or abandonment of the projects. Upon successful completion of each IPR&D project, the Company will commence amortization over the useful life of the intangible asset, which will generally be determined by the period in which the substantial majority of the cash flows are expected to be generated. 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 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 . Impairment of Long-Lived Assets Long-lived assets, including property and equipment and finite-lived intangible assets, are reviewed for impairment whenever facts or circumstances either internally or externally may indicate that the carrying value of an asset may not be recoverable. If there is an indication of impairment, the Company tests for recoverability by comparing the estimated undiscounted future cash flows expected to result from the use of the asset to the carrying amount of the asset or asset group. If the asset or asset group is determined to be impaired, any excess of the carrying value of the asset or asset group over its estimated fair value is recognized as an impairment loss. Accrued Research and Development Expense Clinical trial costs are a component of research and development expense. The Company accrues and expenses clinical trial activities performed by third parties based upon actual work completed in accordance with agreements established with clinical research and manufacturing organizations and clinical sites. The Company determines the actual costs through monitoring patient enrollment, discussions with internal personnel and external service providers regarding the progress or stage of completion of trials or services and the agreed-upon fee to be paid for such services. Revenue Purchase and Sale Agreement The Revenue Purchase and Sale Agreement (see Note 8. 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 for the portion related to LOQTORZI and in discontinued operations for the UDENYCA portion. 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. The difference between values is determined to be the estimated fair value of the Royalty Fee Derivative Liability. Refer to Note 3. Fair Value Measurements for details regarding the fair value. The Revenue Purchase and Sale Agreement is accounted for as a liability net of a discount comprising issuance costs and the fair value of the embedded derivative requiring bifurcation. The Company imputes interest expense associated with this liability using the effective interest rate method on a prospective basis. 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 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). 86 Table of Contents Contingent Consideration 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 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; and ● 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). Net Revenues The Company sells to wholesalers and distributors, (collectively, “Customers”). The Customers then resell to hospitals and clinics (collectively, “Healthcare Providers”) pursuant to contracts with the Company. In addition to distribution agreements with Customers and contracts with Healthcare Providers, the Company enters into arrangements with group purchasing organizations (“GPOs”) that provide for United States government-mandated or privately negotiated rebates, chargebacks and discounts. The Company also enters into rebate arrangements with payers, which consist primarily of commercial insurance companies and government entities, to cover the reimbursement of products to Healthcare Providers. The Company provides co-payment assistance to patients who have commercial insurance and meet certain eligibility requirements. Revenue from product sales is recognized at the point when a Customer obtains control of the product and the Company satisfies its performance obligation, which generally occurs at the time product is delivered to the Customer. 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, 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). Where appropriate, these estimates take into consideration a range of possible outcomes that are probability-weighted for relevant factors such as historical experience, current contractual and statutory requirements, specifically known market events and trends, industry data and forecasted Customer buying and payment patterns. 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 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 87 Table of Contents 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. Chargebacks: Chargebacks are discounts that occur when Healthcare Providers purchase directly from a Customer. Healthcare Providers, which belong to Public Health Service institutions, non-profit clinics, government entities, GPOs, and health maintenance organizations, generally purchase the product at a discounted price. The Customer, in turn, charges back to the Company the difference between the price initially paid by the Customer and the discounted price paid by the Healthcare Providers to the Customer. The allowance for chargebacks is based on an estimate of sales through to Healthcare Providers from the Customer. Discounts for Prompt Payment: The Company provides for prompt payment discounts to its Customers, which are recorded as a reduction in revenue in the same period that the related product revenue is recognized. Rebates: 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 public sector benefit providers. The accrual for rebates is based on statutory or contractual discount rates and expected utilization. The estimates for the expected utilization of rebates are based on Customer and commercially available payer data, as well as data collected from the Healthcare Providers, Customers, GPOs, and historical utilization rates. Rebates invoiced by payers, Healthcare Providers and GPOs are paid in arrears. If actual future rebates vary from estimates, the Company may need to adjust its accruals, which would affect net product revenue in the period of adjustment. Co-payment Assistance: Patients who have commercial insurance and meet certain eligibility requirements may receive co-payment assistance. The calculation of the accrual for co-pay assistance is based on an estimate of claims and the cost per claim that the Company expects to receive associated with product that has been recognized as revenue. Product Returns: 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: The Company pays fees to Customers and GPOs for account management, data management and other administrative services. To the extent that the services received are distinct from the sale of products to the customer, these payments are classified in selling, general and administrative expense in the Company’s consolidated statements of operations, otherwise they are included as a reduction in product revenue. Royalty Revenue 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 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, 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. 88 Table of Contents Research and Development Expense Research and development expense represents costs incurred to conduct research, such as the discovery and development of product candidates. The Company recognizes all research and development costs as they are incurred. The Company currently tracks research and development costs incurred on a product candidate basis only for external research and development expenses. The Company’s external research and development expense consists primarily of: ● expense incurred under agreements with collaborators, consultants, third-party CROs, and investigative sites where a substantial portion of the Company’s preclinical studies and all of its clinical trials are conducted; ● costs of acquiring originator comparator materials and manufacturing preclinical study and clinical trial supplies and other materials from CMOs, and related costs associated with release and stability testing; ● costs associated with manufacturing process development activities, analytical activities and pre-launch inventory manufactured prior to regulatory approval being obtained or deemed to be probable; and ● option and certain milestone payments related to licensing and collaboration agreements. Internal costs are associated with activities performed by the Company’s research and development organization and generally benefit multiple programs. These costs are not separately allocated by product candidate. Unallocated, internal research and development costs consist primarily of: ● personnel-related expense, which include salaries, benefits and stock-based compensation; and ● facilities and other allocated expense, which include direct and allocated expense for rent and maintenance of facilities, depreciation and amortization of leasehold improvements and equipment, laboratory and other supplies. License Agreements The Company has entered and may continue to enter into license agreements to access and utilize certain technology. To determine whether the licensing transactions should be accounted for as a business combination or as an asset acquisition, the Company makes certain judgments, which include assessing whether the acquired set of activities and assets would meet the definition of a business under the relevant accounting rules. 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. Selling, General and Administrative Expense Selling, general and administrative expense comprises primarily compensation and benefits associated with sales and marketing, finance, human resources, legal, information technology and other administrative personnel, outside marketing, advertising and legal expenses and other general and administrative costs. The Company expenses the cost of advertising, including promotional expenses, as incurred. Advertising expenses for continuing operations were $ 6.6 million and $ 7.4 million in 2025 and 2024, respectively. Stock-Based Compensation The Company’s compensation programs include stock-based awards. For awards other than condition-based performance stock options, the fair values are recognized as compensation expense on a straight-line basis over the vesting period. For condition-based performance stock options, expense is recognized only when performance conditions are 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 related costs are recorded in cost of goods sold, research and development, and selling, general and administrative expense, as appropriate. The Company accounts for forfeitures as they occur. Income Taxes 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, 89 Table of Contents 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. The Company recognizes uncertain income tax positions at the largest amount that is more likely than not to be sustained upon audit by the relevant taxing authority. The Company does not expect its unrecognized tax benefits from prior years to change significantly in 2026. 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, 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 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. The Company uses its incremental borrowing rate based on the information available at the commencement date or the lease modification date, as applicable, in determining the lease liabilities as the Company's leases generally do not provide an implicit rate. Net Income (Loss) Per Share 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. 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. Net Income (Loss) Per Share). Comprehensive Income (Loss) Comprehensive income (loss) includes the following two components: net income (loss) and other comprehensive income (loss). Other comprehensive income (loss) refers to gains and losses that are recorded as an element of stockholders’ equity (deficit), but are excluded from net income (loss). 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. 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. 90 Table of Contents 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 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 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 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): Disaggregation of Income Statement Expenses, which requires public entities to disclose certain disaggregated costs and expenses on an annual and interim basis in the notes to the financial statements. It also requires disclosure of the total amount of selling expenses, and the Company’s definition of selling expenses. The new standard is effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. Early adoption is permitted and is effective on either a prospective or retrospective basis. The Company is currently evaluating the impact this ASU may have on its financial statement disclosures. The Company has reviewed other recent accounting pronouncements and concluded they are either not applicable to the business or that no material effect is expected on the consolidated financial statements as a result of future adoption. 2. Revenue 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) ​ ​ ​ 2025 ​ 2024 LOQTORZI ​ $ 40,836 ​ $ 19,131 Other revenue ​ 1,336 ​ 7,258 Total net revenue ​ $ 42,172 ​ $ 26,389 ​ 91 Table of Contents For continuing operations, gross product revenues by significant customer as a percentage of total gross product revenues were as follows : ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ 2025 ​ ​ 2024 McKesson Corporation 43 % ​ 43 % Cencora, Inc. 36 % ​ 43 % Cardinal Health, Inc. 20 % ​ 13 % ​ Product Sales Discounts and Allowances 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. Sales discounts and allowances incurred on behalf of the respective counterparties following the close of the Sale Transactions in accordance with the Company’s Transition Services Agreement (the “CIMERLI TSA”) with Sandoz Inc. (“Sandoz”) 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: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Chargebacks ​ ​ ​ ​ ​ ​ ​ ​ Other Fees, ​ ​ ​ ​ ​ ​ ​ and Discounts ​ ​ ​ ​ Co-pay ​ ​ ​ ​ ​ for Prompt ​ ​ ​ ​ Assistance ​ ​ ​ (in thousands) ​ Payment ​ Rebates ​ and Returns ​ Total Balances at December 31, 2023 ​ $ 73,953 ​ $ 121,137 ​ $ 49,795 ​ $ 244,885 Provision related to sales made in: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Current year ​ ​ 912,079 ​ ​ 189,309 ​ ​ 145,533 ​ ​ 1,246,921 Prior years - increase (decrease) ​ ​ ( 990 ) ​ ​ 7,391 ​ ​ ( 2,571 ) ​ ​ 3,830 Payments and customer credits issued ​ ​ ( 874,264 ) ​ ​ ( 194,099 ) ​ ​ ( 151,628 ) ​ ​ ( 1,219,991 ) Balances at December 31, 2024 ​ ​ 110,778 ​ ​ 123,738 ​ ​ 41,129 ​ ​ 275,645 Provision related to sales made in: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Current year ​ ​ 196,003 ​ ​ 44,112 ​ ​ 32,423 ​ ​ 272,538 Prior years - increase (decrease) ​ ​ ( 3,292 ) ​ ​ ( 15,806 ) ​ ​ ( 2,436 ) ​ ​ ( 21,534 ) Payments and customer credits issued ​ ( 301,043 ) ​ ​ ( 131,721 ) ​ ​ ( 61,042 ) ​ ​ ( 493,806 ) Balances at December 31, 2025 ​ $ 2,446 ​ $ 20,323 ​ $ 10,074 ​ $ 32,843 ​ 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). ​ 92 Table of Contents 3. Fair Value Measurements The fair value of financial instruments are classified into one of the following categories based upon the lowest level of input that is significant to the fair value measurement : ● Level 1 — Quoted prices in active markets for identical assets or liabilities. ● Level 2 — Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. ● Level 3 — Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. The fair values of cash equivalents approximate their carrying values due to the short-term nature of such financial instruments. Unrealized gains and losses on available-for-sale debt securities are reported as a component of 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. 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. 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. 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. 93 Table of Contents Financial liabilities related to long-term debt obligations are summarized in Note 8. Financial Liabilities. Other financial assets and liabilities from continuing operations measured at fair value on a recurring basis are summarized as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Fair Value Measurements ​ ​ December 31, 2025 (in thousands) ​ ​ ​ Level 1 ​ ​ ​ Level 2 ​ ​ ​ Level 3 ​ ​ ​ Total Financial Assets: ​ ​ ​ ​ ​ ​ ​ ​ Cash equivalents (1) ​ $ 78,278 ​ $ 1,708 ​ $ — ​ $ 79,986 Marketable debt securities: ​ ​ ​ ​ ​ ​ ​ ​ U.S. government agency securities ​ ​ 3,803 ​ ​ — ​ ​ — ​ ​ 3,803 U.S. treasury securities ​ ​ 42,303 ​ ​ — ​ ​ — ​ ​ 42,303 Commercial paper and corporate notes ​ ​ — ​ ​ 37,140 ​ ​ — ​ ​ 37,140 Total ​ $ 124,384 ​ $ 38,848 ​ $ — ​ $ 163,232 Financial Liabilities: ​ ​ ​ ​ ​ ​ ​ ​ Royalty Fee Derivative Liability ​ $ — ​ $ — ​ $ 1,490 ​ $ 1,490 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Fair Value Measurements ​ ​ December 31, 2024 (in thousands) ​ ​ ​ Level 1 ​ ​ ​ Level 2 ​ ​ ​ Level 3 ​ ​ ​ Total Financial Assets: ​ ​ ​ ​ ​ ​ ​ ​ Cash equivalents (1) ​ $ 125,549 ​ $ — ​ $ — ​ $ 125,549 Financial Liabilities: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Royalty Fee Derivative Liability ​ $ — ​ $ — ​ $ 13,620 ​ $ 13,620 Contingent consideration ​ ​ — ​ ​ — ​ ​ 632 ​ ​ 632 Total ​ $ — ​ $ — ​ $ 14,252 ​ $ 14,252 ​ (1) Cash equivalents may include the following: money market funds, U.S treasury securities, commercial paper or corporate notes with original maturities of 90 days or less. The cost, unrealized gains or losses, and fair value by investment type are summarized as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2025 (in thousands) ​ ​ ​ Cost ​ ​ ​ Unrealized Gain ​ ​ ​ Unrealized (Loss) ​ ​ ​ Fair Value Money market funds ​ $ 78,278 ​ $ — ​ $ — ​ $ 78,278 U.S. government agency securities ​ ​ 3,800 ​ 3 ​ ​ — ​ ​ 3,803 U.S. treasury securities ​ ​ 42,257 ​ ​ 46 ​ ​ — ​ ​ 42,303 Commercial paper and corporate notes ​ ​ 38,817 ​ ​ 31 ​ ​ — ​ ​ 38,848 Total ​ $ 163,152 $ 80 ​ $ — ​ $ 163,232 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2024 (in thousands) ​ ​ ​ Cost ​ ​ ​ Unrealized Gain ​ ​ ​ Unrealized (Loss) ​ ​ ​ Fair Value Money market funds ​ $ 125,549 ​ $ — ​ $ — ​ $ 125,549 ​ 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. ​ 94 Table of Contents 4. 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. ​ 5. Balance Sheet Components Property and Equipment, Net Property and equipment, net of continuing operations consisted of the following: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, (in thousands) ​ 2025 ​ 2024 Machinery and equipment ​ $ 8,198 ​ $ 13,437 Computer equipment and software ​ 1,612 ​ 3,582 Furniture and fixtures ​ 1,005 ​ 1,055 Leasehold improvements ​ 5,763 ​ 5,751 Total property and equipment ​ 16,578 ​ 23,825 Accumulated depreciation and amortization ​ ( 15,233 ) ​ ( 20,988 ) Property and equipment, net - subtotal ​ ​ 1,345 ​ ​ 2,837 Less: Property and equipment, net from assets of discontinued operations ​ ​ — ​ ​ ( 261 ) Property and equipment, net ​ $ 1,345 ​ $ 2,576 ​ 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, 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 of continuing operations consisted of the following: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, (in thousands) ​ 2025 ​ 2024 Finite-lived assets, net of accumulated amortization of $ 5,000 and $ 2,719 , as of December 31, 2025 and December 31, 2024, respectively ​ $ 20,000 ​ $ 24,787 Indefinite-lived assets - in-process research and development ​ ​ 26,239 ​ ​ 28,859 Total Intangible assets, net ​ $ 46,239 ​ $ 53,646 ​ 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 95 Table of Contents 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 of continuing operations consisted of the following: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, (in thousands) ​ 2025 ​ 2024 Accrued commercial and research and development manufacturing ​ $ 7,349 ​ $ 12,449 Accrued milestone payments ​ ​ 100 ​ ​ 12,500 Royalty fee derivative liability, current (Notes 3 & 8) ​ ​ — ​ ​ 13,620 Lease liabilities, current (Note 10) ​ ​ 1,828 ​ ​ 1,691 Accrued other ​ 11,153 ​ 20,028 Total Accrued and other current liabilities ​ $ 20,430 ​ $ 60,288 ​ Other Liabilities, Non-current Other liabilities, non-current of continuing operations consisted of the following: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, (in thousands) ​ 2025 ​ 2024 Contingent consideration, non-current ​ $ — ​ $ 632 Deferred tax liability (Note 13) ​ ​ 1,102 ​ ​ 1,102 Revenue participation liability, non-current (Note 8) ​ ​ 14,028 ​ ​ 27,595 Royalty fee derivative liability, non-current (Note 3) ​ ​ 1,490 ​ ​ — Other ​ ​ 1,815 ​ ​ — Total Other liabilities, non-current ​ $ 18,435 ​ $ 29,329 ​ ​ 6. Discontinued Operations On December 2, 2024, the Company and Intas entered into the UDENYCA Purchase Agreement. On April 11, 2025, the Company completed the divestiture of the UDENYCA Business to Intas for upfront, all-cash consideration of $ 483.4 million, inclusive of $ 118.4 million for UDENYCA product inventory. The Company recognized a net gain on the UDENYCA Sale of $ 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. 96 Table of Contents 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) ​ ​ ​ 2025 ​ ​ ​ 2024 Net revenue ​ $ 76,613 ​ $ 240,571 Costs and expenses: ​ ​ ​ ​ Cost of goods sold ​ 26,755 ​ 108,826 Research and development ​ 521 ​ 1,503 Selling, general and administrative ​ 11,096 ​ 42,256 Total costs and expenses ​ 38,372 ​ 152,585 Income from operations ​ 38,241 ​ 87,986 Interest expense ​ ​ ( 3,484 ) ​ ​ ( 16,424 ) Gain on Sale Transactions, net ​ ​ 338,315 ​ ​ 176,589 Loss on debt extinguishment ​ ​ ( 10,286 ) ​ ​ — Other income (expense), net ​ ​ ( 11,638 ) ​ ​ ( 4,250 ) Net income from discontinued operations before income taxes ​ ​ 351,148 ​ ​ 243,901 Income tax provision ​ ​ — ​ ​ — Net income from discontinued operations, net of tax ​ $ 351,148 ​ $ 243,901 ​ Net revenue from discontinued operations by product was as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, (in thousands) ​ ​ ​ 2025 ​ ​ ​ 2024 UDENYCA ​ $ 76,031 ​ $ 205,951 CIMERLI ​ ​ 515 ​ ​ 27,079 YUSIMRY ​ 67 ​ 7,541 Total net revenue from discontinued operations ​ $ 76,613 ​ $ 240,571 ​ 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 ​ ​ Inventory $ 65,887 Prepaid manufacturing 4,983 Other prepaids and current assets 1,310 Total assets of discontinued operations, current ​ 72,180 Property and equipment, net 261 Inventory, non-current 43,776 Other assets, non-current 206 Total assets of discontinued operations, non-current ​ 44,243 Total assets of discontinued operations $ 116,423 ​ 97 Table of Contents 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: ​ ​ ​ ​ ​ ​ ​ ​ December 31, (in thousands) 2025 ​ ​ ​ 2024 Assets ​ ​ ​ ​ ​ Trade receivables, net (1) $ ( 3,199 ) ​ $ 102,365 Liabilities ​ ​ ​ ​ ​ Accrued rebates, fees and reserves $ 27,781 (2) $ 163,771 Liabilities to be paid in connection with UDENYCA Sale ​ ​ ​ ​ ​ Accrued and other current liabilities $ — ​ $ 14,816 Other liabilities, non-current $ — ​ $ 15,667 Convertible notes (Note 8) $ — ​ $ 228,229 ​ (1) Chargebacks and discounts for prompt payment are classified as a reduction in trade receivables. (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. 7. Collaborations and Other Arrangements In-Licensing Agreements Junshi Biosciences On February 1, 2021, the Company entered into the Collaboration Agreement with Junshi Biosciences for the co-development and commercialization of LOQTORZI, Junshi Biosciences’ anti-PD-1 antibody, in the United States and Canada. Under the terms of the Collaboration Agreement, 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 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 and subsequently wound down related work following the termination. 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. 98 Table of Contents On October 27, 2023, 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. As a result, a $ 25.0 million milestone payment became due to Junshi Biosciences in the first quarter of 2024 pursuant to the Collaboration Agreement. 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. 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, 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. 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 contractually payable. Apotex 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 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. 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 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 In October 2018, Surface and Adimab entered into the A&R Adimab Agreement, which amended and restated the Original Adimab Agreement, for the discovery and optimization of proprietary antibodies as potential therapeutic product candidates. 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. Adimab granted the Company the Research Option. In addition, Adimab granted the Company the Commercialization Option. Upon the exercise of a Commercialization Option, and payment of the applicable option fee to Adimab, Adimab will assign the Company the patents that cover the antibodies selected by such Commercialization Option. The Company will be required to use commercially reasonable efforts to develop, seek market approval of, and commercialize at least one antibody against the target covered by the Commercialization Option in specified markets upon the exercise of a Commercialization Option. 99 Table of Contents Under the A&R Adimab Agreement, the Company is obligated to make milestone payments and to pay specified fees upon the exercise of the Research Option or Commercialization Option. 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 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. The Company may also partially exercise a Commercialization Option with respect to ten antibodies against a biological target by paying 65 % of the option fee and later either (i) paying the balance and choosing additional antibodies for commercialization, up to the maximum number under the Commercialization Option, or (ii) foregoing the Commercialization Option entirely. For any Adimab diagnostic product that is used with or in connection with any compound or product other than a licensed antibody or licensed product, the Company is obligated to pay Adimab up to a low seven digits in regulatory milestone payments and low single-digit royalties on net sales. No additional payment is due with respect to any companion diagnostic or any diagnostic product that does not contain any licensed antibody. 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 tagmokitug, 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 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 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. 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 100 Table of Contents 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. 8. Financial Liabilities 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: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ At December 31, 2025 (in thousands) ​ ​ ​ Principal Amount ​ ​ ​ Unamortized Debt Discount and Debt Issuance Costs ​ ​ ​ Net Carrying Value ​ ​ ​ Estimated Fair Value ​ ​ ​ Level Financial Liabilities: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2029 Term Loan ​ $ 38,660 ​ $ ( 1,609 ) ​ $ 37,051 ​ $ 37,051 ​ Level 2* 2026 Convertible Notes ​ $ 121 ​ $ — ​ $ 121 ​ $ 119 ​ Level 2** ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ At December 31, 2024 (in thousands) ​ Principal Amount ​ Unamortized Debt Discount and Debt Issuance Costs ​ Net Carrying Value ​ Estimated Fair Value Level Financial Liabilities: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2029 Term Loan ​ $ 38,660 ​ $ ( 1,962 ) ​ $ 36,698 ​ $ 36,698 ​ Level 2* 2026 Convertible Notes ​ $ 230,000 ​ $ ( 1,771 ) ​ $ 228,229 ​ $ 223,100 ​ Level 2** ​ * The principal amounts outstanding are subject to variable interest rates, which are based on three-month SOFR plus fixed percentages. Therefore, the Company believes the carrying amount of these obligations approximates fair value. ** The fair value is influenced by interest rates, the Company’s stock price and stock price volatility and is determined by prices observed in market trading. Since the market for trading of the 2026 Convertible Notes is not considered to be an active market, the estimated fair value is based on Level 2 inputs. ​ 2029 Term Loan On May 8, 2024, the Company entered into a senior secured term loan facility of $ 38.7 million that was fully funded on the 2029 Term Loan Effective Date with the Agent and the 2029 Lenders. The net proceeds of $ 37.5 million, net of the original issuance discount, were used by the Company to help repay in full the existing outstanding indebtedness owed by the Company to BioPharma Credit, PLC (“BioPharma”), BPCR Limited Partnership (a “2027 Lender”), and Biopharma Credit Investments V (Master) LP (a “2027 Lender”) pursuant to the 2027 Term Loans. The 2029 Term Loan is governed by the 2029 Loan Agreement. The 2029 Term Loan will mature on May 8, 2029. The amounts borrowed under the 2029 Term Loan accrue interest equal to 8.0 % per annum, plus a three-month SOFR rate. The 2029 Term Loan provides for interest-only payments on a quarterly basis until maturity. The Company may prepay the 2029 Term Loan in full or in part provided the Company (i) provides at least three (3) business days’ prior written notice to the Agent, (ii) pays on the date of such prepayment (A) all outstanding principal to be prepaid plus accrued and unpaid interest, (B) a prepayment fee of (x) 10.0 % of the 2029 Term Loans so prepaid if paid on or after the first anniversary of the 2029 Term Loan Effective Date and before the second anniversary of the 2029 Term Loan Effective Date; (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. 101 Table of Contents The 2029 Term Loan is secured by a lien on substantially all of the assets of the Company, including intellectual property, subject to customary exclusions and exceptions. 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, 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. The debt issuance costs are being amortized and recognized as additional interest expense over the five-year contractual term of the 2029 Term Loan using the effective interest rate method. The Company adopted the prospective method to account for future cash payments. 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. 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: ​ ​ ​ ​ ​ Year ending December 31, (in thousands) ​ ​ ​ 2026 - interest only ​ $ 4,704 2027 - interest only ​ 4,704 2028 - interest only ​ ​ 4,717 2029 - principal and interest ​ ​ 40,297 Total minimum payments ​ ​ 54,422 Less amount representing interest ​ ( 15,762 ) 2029 Term Loan, gross ​ 38,660 Less unamortized debt discount and debt issuance costs ​ ( 1,609 ) Net carrying amount of 2029 Term Loan ​ $ 37,051 ​ Revenue Purchase and Sale Agreement On May 8, 2024, concurrent with the 2029 Term Loan, the Company entered into the Revenue Purchase and Sale Agreement with Coduet Royalty Holdings, LLC, as administrative agent, and the Purchaser Group. Under the terms of the Revenue Purchase and Sale Agreement, the Purchaser Group paid the Company $ 37.5 million, subject to certain conditions at closing (the “Revenue Purchase Price”). In exchange, the Company sold to the Purchaser Group a right to receive 5.0 % of U.S. net sales of UDENYCA and LOQTORZI with respect to a specified threshold applicable to UDENYCA net sales and a specified threshold applicable to LOQTORZI net sales during an applicable year and 0.5 % of U.S. net sales of UDENYCA and LOQTORZI that exceeded the specified threshold during that year (the “Revenue Payment”) for each calendar quarter commencing May 8, 2024. The Purchaser Group’s right to receive the Revenue Payment terminates and the Company no longer has the obligation to pay Revenue Payments once the Purchaser Group receives the amount equal to 2.25 times the 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. 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 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. Fair Value Measurements. 102 Table of Contents A summary of the revenue participation liability is as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, (in thousands) ​ 2025 ​ 2024 Revenue participation liability ​ $ 16,524 ​ $ 37,994 Less: unamortized discount and issuance costs ​ ( 2,496 ) ​ ( 9,251 ) Net carrying value ​ $ 14,028 ​ $ 28,743 ​ The following table summarizes the activity within the revenue participation liability: ​ ​ ​ ​ (in thousands) ​ ​ Proceeds from sale of future royalties on May 8, 2024 ​ $ 37,500 Portion of proceeds allocated to the embedded derivative ​ ​ ( 9,202 ) Issuance costs ​ ​ ( 1,391 ) Royalty payments ​ ​ ( 5,334 ) Interest expense recognized (1) ​ ​ 7,170 Revenue participation liability at December 31, 2024 ​ ​ 28,743 Royalty payments ​ ​ ( 3,234 ) Interest expense recognized (1) ​ ​ 5,802 Portion derecognized in connection with the UDENYCA Buy-out ​ ​ ( 17,283 ) Revenue participation liability at December 31, 2025 ​ $ 14,028 (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: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, (in thousands) Balance Sheet Classification ​ 2025 ​ 2024 Revenue participation liability, current Accrued and other current liabilities ​ $ — ​ $ 1,148 Revenue participation liability, non-current Other liabilities, non-current ​ ​ 14,028 ​ ​ 27,595 Net carrying value ​ ​ $ 14,028 ​ $ 28,743 ​ 2027 Term Loan 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 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. 103 Table of Contents The following table summarizes interest expense for the 2027 Term Loans and the dates when principal was repaid: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (in thousands) ​ Year Ended ​ Principal ​ Date Principal Statement of Operations Classification ​ December 31, 2024 ​ Amount Repaid ​ was Repaid Discontinued Operations ​ $ 6,878 ​ $ 175,000 ​ April 1, 2024 Continuing Operations ​ $ 4,315 ​ $ 75,000 ​ May 8, 2024 ​ 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 1.5 % Convertible Senior Subordinated Notes due 2026 (the “2026 Convertible Notes”). The 2026 Convertible Notes accrue interest at a rate of 1.5 % per annum, payable semi-annually in arrears on April 15 and October 15 of each year and mature on April 15, 2026 , unless earlier repurchased or converted. The 2026 Convertible Notes have customary provisions relating to the occurrence of “events of default” (as defined in the Indenture for the 2026 Convertible Notes). As of December 31, 2025, the Company was in full compliance with these covenants, and there were no events of default under the 2026 Convertible Notes. On April 15, 2025, the Company paid $ 170.0 million in cash to repurchase $ 170.0 million aggregate principal amount of the 2026 Convertible Notes in privately negotiated transactions. On May 15, 2025, pursuant to the Fundamental Change Repurchase Right (as defined in the indenture, dated as of April 17, 2020 (the “Indenture”), between the Company and U.S. Bank Trust Company, National Association (the “Trustee”), as trustee), the Company repurchased $ 59.9 million aggregate principal amount of the 2026 Convertible Notes, at a cash repurchase price of $ 59.9 million, which amount was equivalent to 100 % of the principal amount of the repurchased notes, together with the accrued and unpaid interest. As of 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, (in thousands) ​ 2025 ​ 2024 Stated coupon interest ​ $ 1,072 ​ $ 3,450 Amortization of debt discount and debt issuance costs ​ 423 ​ 1,341 Total interest expense ​ $ 1,495 ​ $ 4,791 ​ ​ 9. Commitments and Contingencies 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, 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 In the normal course of business, the Company enters into contracts and agreements that contain a variety of representations and warranties and provide for general indemnifications. The Company’s exposure under these agreements is unknown because it involves claims that may be made against the Company in the future but have not yet been made. To date, the Company has not paid any claims or been required to defend any action related to its indemnification obligations. However, the Company may record charges in the future 104 Table of Contents as a result of these indemnification obligations. The Company assesses the likelihood of any adverse judgments or related claims, as well as ranges of probable losses. In the cases where the Company believes that a reasonably possible or probable loss exists, it will disclose the facts and circumstances of the claims, including an estimate range, if possible. Legal Proceedings and Other Claims The Company is a party to various legal proceedings and claims that arise in the ordinary, routine course of business and that have not been fully resolved. The outcome of such legal proceedings and claims is inherently uncertain. Accruals are recognized for such legal proceedings and claims to the extent that a loss is both probable and reasonably estimable. The best estimate of a loss within a range is accrued; however, if no estimate in the range is better than any other, then the minimum amount in the range is accrued. If it’s determined that a material loss is reasonably possible and the loss or range of loss can be estimated, the possible loss is disclosed. Sometimes it is not possible to determine the outcome of these matters or, unless otherwise noted, the outcome (including in excess of any accrual) is not expected to be material, and the maximum potential exposure or the range of possible loss cannot be reasonably estimated. 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. 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 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. ​ 10. Leases 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. 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) ​ ​ ​ December 31, Assets ​ ​ ​ Balance Sheet Classification ​ ​ ​ 2025 ​ 2024 Operating leases ​ Other assets, non-current ​ $ 2,953 ​ $ 4,518 Total leased assets ​ ​ ​ $ 2,953 ​ $ 4,518 Liabilities ​ ​ ​ ​ ​ ​ ​ ​ Operating lease liabilities, current ​ Accrued and other current liabilities ​ $ 1,828 ​ $ 1,691 Operating lease liabilities, non-current ​ Lease liabilities, non-current ​ ​ 1,457 ​ ​ 3,286 Total operating lease liabilities ​ ​ ​ $ 3,285 ​ $ 4,977 ​ Other information related to lease term and discount rate for our operating leases is as follows: ​ ​ ​ ​ ​ ​ ​ ​ December 31, Operating leases ​ ​ ​ 2025 ​ 2024 Weighted-Average Remaining Lease Term ​ 1.7 years ​ 2.7 years Weighted-Average Discount Rate ​ 12.1 % ​ 11.9 % ​ 105 Table of Contents The components of lease expense were as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, (in thousands) ​ ​ ​ 2025 ​ ​ ​ 2024 Finance lease cost ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Amortization of right-of-use assets ​ ​ ​ $ — ​ ​ ​ $ 225 Interest on lease liabilities ​ ​ ​ ​ — ​ ​ 24 Total finance lease cost ​ ​ ​ ​ — ​ ​ ​ ​ 249 Operating lease cost ​ ​ ​ ​ ​ ​ ​ ​ 2,066 ​ ​ ​ ​ 2,066 Total lease cost ​ ​ ​ ​ ​ ​ ​ ​ 2,066 ​ ​ ​ ​ 2,315 Less: Finance lease cost from discontinued operations ​ ​ ​ ​ — ​ ​ ( 210 ) Total lease cost from continuing operations ​ ​ ​ $ 2,066 ​ $ 2,105 ​ Supplemental cash flow information related to leases was as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, (in thousands) ​ ​ ​ 2025 ​ ​ ​ 2024 Cash paid for amounts included in measurement of lease liabilities: ​ ​ ​ ​ ​ ​ ​ ​ Operating cash flows from operating leases ​ ​ ​ ​ ​ $ 2,192 ​ ​ ​ $ 2,095 Operating cash flows from finance leases ​ ​ ​ $ — ​ $ 24 Financing cash flows from finance leases ​ ​ ​ $ — ​ $ 248 ​ As of December 31, 2025, the maturities of the lease liabilities were as follows: ​ ​ ​ ​ ​ Year ending December 31, (in thousands) ​ Operating leases 2026 ​ $ 2,126 2027 ​ 1,530 Total lease payments ​ 3,656 Less: Imputed interest ​ ( 371 ) Lease liabilities ​ $ 3,285 ​ ​ ​ 11. 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, (in thousands, except share and per share data) ​ 2025 ​ 2024 Number of common stock shares sold during the period ​ ​ — ​ ​ 650,005 Weighted-average price per share ​ $ — ​ $ 2.44 Gross proceeds ​ $ — ​ $ 1,589 Less commissions and fees ​ — ​ ( 40 ) Net proceeds after commissions and fees ​ $ — ​ $ 1,549 ​ 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 106 Table of Contents our common stock. ​ 12. Stock-Based Compensation and Employee Benefits Equity Incentive Plans In October 2014, the Company’s board of directors and its stockholders adopted the 2014 Equity Incentive Award Plan (the “Original 2014 Plan”), which became effective upon the closing of the Company’s IPO on November 6, 2014. The Original 2014 Plan was subject to automatic annual increases in the number of shares available for issuance on the first business day of each fiscal year equal to four percent ( 4 %) of the number of shares of the Company’s common stock outstanding as of such date or a lesser number of shares as determined by the Company’s board of directors with 2024 being the last calendar year with an automatic annual increase under the Original 2014 Plan. The Original 2014 Plan was amended and restated effective May 29, 2024 as the 2014 Plan with amendments that included an additional 7,000,000 shares reserved for issuance over the existing share reserve and certain other changes to the Original 2014 Plan. 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. 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. While the 2014 Plan allows for non-qualified or incentive stock options, primarily all option grants made since June 2016 have been for non-qualified stock options. 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. The 2016 Plan was designed to comply with the inducement exemption contained in Nasdaq’s Rule 5635(c)(4), which provides for the grant of non-qualified stock options, restricted stock units, restricted stock awards, performance awards, dividend equivalents, deferred stock awards, deferred stock units, stock payment and stock appreciation rights to a person not previously an employee or director of the Company, or following a bona fide period of non-employment, as an inducement material to the individual’s entering into employment with the Company. In connection with the approval of the amendment and restatement of the Original 2014 Plan as the 2014 Plan in 2024, the Company agreed to not make any new awards under the 2016 Plan after May 29, 2024, such that all remaining shares under the 2016 Plan will remain unissued. 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. In addition, shares withheld to pay for minimum statutory tax obligations with respect to full-value awards are added back to the 2014 Plan. The annual grant to eligible employees can vary depending on the type of award, and the award size is determined by the employee’s grade level. Stock Options Incentive stock options and non-statutory stock options may be granted with exercise prices of not less than the fair market value of the common stock on the date of grant. 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 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. 107 Table of Contents The following table summarizes option activity from December 31, 2024 through December 31, 2025: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Options ​ ​ ​ ​ ​ ​ ​ Weighted- ​ ​ ​ ​ ​ ​ ​ ​ ​ Average ​ Aggregate ​ ​ ​ ​ Weighted- ​ Remaining ​ Intrinsic ​ ​ ​ ​ Number of ​ Average ​ Contractual Terms ​ Value ​ ​ Options ​ Exercise Price ​ (Years) ​ (in thousands) Outstanding at December 31, 2024 ​ 28,705,110 ​ $ 10.10 ​ ​ ​ ​ ​ Granted - at fair value 6,257,000 ​ $ 1.23 ​ ​ ​ ​ Exercised ( 35,500 ) ​ $ 0.77 ​ ​ ​ ​ Forfeited/Canceled ( 5,677,197 ) ​ $ 13.33 ​ ​ ​ ​ Outstanding at December 31, 2025 ​ 29,249,413 ​ $ 7.59 ​ 5.7 ​ $ 2,330 Exercisable at December 31, 2025 18,237,402 ​ $ 10.91 ​ 4.3 ​ $ 435 ​ 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. A summary of the options outstanding and exercisable as of December 31, 2025 is as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Options Outstanding ​ Options Exercisable ​ ​ ​ ​ ​ ​ ​ ​ Weighted- ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Average ​ Weighted- ​ ​ ​ Weighted- ​ ​ ​ ​ ​ ​ ​ ​ Remaining ​ Average ​ ​ ​ Average ​ ​ ​ ​ ​ ​ Number ​ Contractual Terms ​ Exercise ​ Number ​ Exercise Range of Exercise Prices ​ Outstanding ​ (Years) ​ Price ​ Exercisable ​ Price $ 0.75 - $ 1.47 5,112,300 ​ 8.8 ​ $ 0.97 ​ 712,021 ​ $ 0.81 $ 1.52 - $ 2.41 ​ 6,230,461 ​ 7.5 ​ $ 1.94 ​ 1,685,611 ​ $ 1.93 $ 2.59 - $ 5.44 ​ 5,020,846 ​ 6.2 ​ $ 3.87 ​ 3,425,135 ​ $ 4.19 $ 5.86 - $ 12.37 ​ 4,971,503 ​ 3.7 ​ $ 10.36 ​ 4,539,701 ​ $ 10.44 $ 12.44 - $ 17.58 ​ 4,959,964 ​ 3.4 ​ $ 15.30 ​ 4,920,595 ​ $ 15.31 $ 17.60 - $ 30.98 ​ 2,954,339 ​ 3.2 ​ $ 19.63 ​ 2,954,339 ​ $ 19.63 ​ ​ ​ ​ ​ 29,249,413 ​ 5.7 ​ $ 7.59 ​ 18,237,402 ​ $ 10.91 ​ Additional information on options is summarized as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, (in thousands, except weighted-average grant-date fair value per share) ​ 2025 ​ 2024 Total intrinsic value of options exercised $ 18 ​ $ 110 Total grant date fair value of options vested $ 15,891 ​ $ 22,778 Weighted-average grant date fair value per share of options granted $ 0.86 ​ $ 1.49 ​ 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. The RSUs cannot be transferred and are subject to forfeiture if the holder’s employment terminates prior to the release of the vesting restrictions. 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. No RSU’s were issued in 2025. 108 Table of Contents The following table sets forth the summary of RSU activity: ​ ​ ​ ​ ​ ​ ​ ​ ​ RSUs Outstanding ​ ​ ​ ​ Weighted-Average ​ ​ ​ ​ Number of ​ ​ ​ Grant Date Fair ​ ​ RSUs ​ Value Balances at December 31, 2024 768,237 ​ $ 10.79 RSUs granted — ​ $ — RSUs vested ( 528,673 ) ​ $ 11.59 RSUs canceled ( 51,007 ) ​ $ 9.01 Balances at December 31, 2025 188,557 ​ $ 9.02 ​ Additional information on RSUs is summarized as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, (in thousands, except weighted-average grant-date fair value per share) ​ 2025 ​ 2024 Total grant date fair value of RSUs vested $ 6,125 ​ $ 15,101 Total grant date fair value of RSUs granted $ — ​ $ 4,408 Weighted-average grant-date fair value per share of RSUs granted $ — ​ $ 2.23 ​ 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, 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. Eligible employees may purchase common stock at 85 % of the lesser of the fair market value of the Company’s common stock on the first or last day of the offering period. The offering periods of the ESPP are six-month periods commencing on each May 16 and November 16 . 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 The following table summarizes the classification of stock-based compensation expense in the Company’s consolidated statements of operations related to employees and nonemployees: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, (in thousands) ​ ​ ​ 2025 ​ ​ ​ 2024 Cost of goods sold (1) ​ $ 376 ​ $ 1,070 Research and development ​ 6,126 ​ 8,643 Selling, general and administrative ​ 10,464 ​ 18,089 Stock-based compensation subtotal ​ ​ 16,966 ​ ​ 27,802 Less: Stock-based compensation from discontinued operations ​ ​ ( 647 ) ​ ​ ( 1,682 ) Total stock-based compensation expense from continuing operations ​ $ 16,319 ​ $ 26,120 ​ ​ ​ ​ ​ Total stock-based compensation expense capitalized into inventory ​ $ 319 ​ $ 1,407 ​ (1) Stock-based compensation capitalized into inventory is recognized as cost of goods sold when the related product is sold. 109 Table of Contents Valuation Assumptions of Awards Granted to Employees The Company estimated the fair value of each stock option and awards granted under the ESPP on the date of grant using the Black-Scholes option-pricing model. The following table illustrates the weighted-average assumptions for the Black-Scholes option-pricing model used in determining the fair value of the awards during the years ended December 31, 2025 and 2024: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ ​ ​ ​ 2025 ​ 2024 Expected term (years) ​ ​ ​ Stock options 6.4 ​ 5.7 ESPP 0.5 ​ 0.5 Expected volatility ​ ​ ​ Stock options 76 % ​ 67 % ESPP 94 % ​ 88 % Risk-free interest rate ​ ​ ​ Stock options 4.23 % ​ 3.97 % ESPP 4.08 % ​ 4.94 % Expected dividend yield ​ ​ ​ Stock options — % ​ — % ESPP — % ​ — % ​ 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: The expected volatility is calculated based on the Company’s daily stock closing prices for a period equal to the expected life of the award. Risk-Free Interest Rate: The risk-free interest rate is based on the United States Treasury constant maturity rate at the time of grant using a term equal to the expected life. Expected Dividends: The Company has not paid and does not anticipate paying any dividends in the near future, and therefore used an expected dividend yield of zero in the valuation model. 401(k) Retirement Plan 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 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. ​ 13. Income Taxes The components of loss from continuing operations before income taxes are as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, (in thousands) ​ ​ ​ 2025 ​ ​ ​ 2024 Domestic ​ $ ( 183,124 ) ​ $ ( 215,394 ) Foreign ​ — ​ — Total ​ $ ( 183,124 ) ​ $ ( 215,394 ) ​ 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. 110 Table of Contents 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, ​ 2025 ​ ​ 2024 ​ (amount in thousands) Amount Percent ​ ​ Amount Percent United States federal statutory income tax rate $ ( 38,456 ) ​ 21.0 % ​ $ ( 45,233 ) ​ 21.0 % Permanent items ​ ( 9 ) ​ — ​ ​ ( 482 ) ​ 0.2 ​ Research and development credit ( 1,573 ) ​ 0.9 ​ ​ ( 4,991 ) ​ 2.3 ​ Stock-based compensation costs ​ 12,088 ​ ( 6.6 ) ​ ​ ​ 8,965 ​ ( 4.1 ) ​ Change in unrecognized tax benefit ​ ( 237 ) ​ 0.1 ​ ​ ​ 116 ​ ( 0.1 ) ​ Other ​ ( 277 ) ​ 0.1 ​ ​ 1,596 ​ ( 0.7 ) ​ Change in valuation allowance ​ 28,464 ​ ( 15.5 ) ​ ​ ​ 40,029 ​ ( 18.6 ) ​ Effective income tax rate $ — ​ — % ​ $ — ​ — % ​ The components of the Company’s net deferred tax assets (liabilities) as of December 31, 2025 and 2024 consist of the following: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, (in thousands) ​ ​ ​ 2025 ​ ​ ​ 2024 Deferred tax assets: ​ ​ ​ ​ ​ ​ Net operating loss carryforwards ​ $ 174,237 ​ $ 158,090 Research and development credits ​ 74,844 ​ 72,031 Depreciation and amortization ​ 26,598 ​ 28,861 Stock-based compensation ​ 18,004 ​ 26,814 Sales related accruals ​ 5,287 ​ 39,966 Other accruals ​ 31,622 ​ 42,537 Capitalized research and development ​ ​ 44,960 ​ ​ 50,850 Total gross deferred tax assets ​ 375,552 ​ 419,149 Valuation allowance ​ ( 368,124 ) ​ ( 412,833 ) Total net deferred tax assets ​ ​ 7,428 ​ ​ 6,316 Deferred tax liabilities: ​ ​ ​ ​ ​ ​ Right-of-use asset ​ ( 656 ) ​ ( 1,004 ) In-process research and development ​ ( 5,832 ) ​ ( 6,414 ) Section 481(a) adjustment ​ ​ ( 2,042 ) ​ ​ — Total deferred tax liabilities ​ ( 8,530 ) ​ ( 7,418 ) Net deferred tax liabilities ​ $ ( 1,102 ) ​ $ ( 1,102 ) ​ The tax benefit of net operating losses, temporary differences and credit carry forwards is recorded as an asset to the extent that management assesses that realization is “more likely than not.” The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which the temporary differences representing net future deductible amounts become deductible. As of December 31, 2025 and 2024, the Company recorded net a deferred tax liability of $ 1.1 million. The net deferred tax liability relates to in-process research and development that cannot be offset against the deferred tax assets. For remaining deferred tax assets, the Company has determined that it is more likely than not that its federal and state net deferred tax assets will not be realized due to the Company's history of losses and lack of other positive evidence. 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 $ 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 . As of December 31, 2025, the Company had federal research and development credit carryforwards for federal income tax purposes of $ 69.0 million, which will start to expire in the year 2031 , and state research and development credit carryforwards of $ 31.1 million, which have no expiration date. 111 Table of Contents Utilization of the net operating loss and tax credit carryforwards may be subject to a substantial annual limitation due to ownership change limitations provided by Section 382 of the Internal Revenue Code of 1986, as amended, and similar state provisions. The annual limitation may result in the expiration of certain net operating loss and tax credit carryforwards before their utilization. Under the current tax law, the carry forward period of net operating losses generated from 2018 forward is indefinite. However, the carryforward period for net operating losses generated prior to 2018 remains the same. Therefore, the annual limitation may result in the expiration of certain net operating losses and tax credit carryforwards before their utilization. The Company files income tax returns in the United States federal jurisdiction, various United States state jurisdictions, and a foreign jurisdiction with varying statutes of limitations. The tax years from inception in 2011 forward remain open to examination due to the carryover of unused net operating losses and tax credits. A reconciliation of the Company’s unrecognized tax benefits during 2025 and 2024 is as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, (in thousands) ​ ​ ​ 2025 ​ ​ ​ 2024 Balance at beginning of year ​ $ 19,247 ​ $ 17,417 Additions based on tax positions related to current year ​ 1,050 ​ 1,565 Additions (reductions) for tax positions of prior years ​ ( 280 ) ​ 265 Balance at end of year ​ $ 20,017 ​ $ 19,247 ​ 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. 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. ​ 14. Net Income (Loss) Per Share The following table sets forth the computation of the basic and diluted net income (loss) per share: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, (in thousands, except share and per share data) ​ 2025 ​ ​ ​ 2024 Net loss from continuing operations ​ $ ( 183,124 ) ​ $ ( 215,394 ) Weighted-average common shares outstanding, basic and diluted ​ ​ 117,143,457 ​ ​ 114,553,537 Net loss from continuing operations, basic and diluted ​ $ ( 1.56 ) ​ $ ( 1.88 ) ​ ​ ​ ​ ​ ​ ​ Net income from discontinued operations, net of tax ​ $ 351,148 ​ $ 243,901 Weighted-average common shares outstanding, basic and diluted ​ ​ 117,143,457 ​ ​ 114,553,537 Net income from discontinued operations, basic and diluted ​ $ 3.00 ​ $ 2.13 ​ ​ ​ ​ ​ ​ ​ Net income ​ $ 168,024 ​ $ 28,507 Weighted-average common shares outstanding, basic and diluted ​ ​ 117,143,457 ​ ​ 114,553,537 Net income per share, basic and diluted ​ $ 1.43 ​ $ 0.25 ​ 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. 112 Table of Contents 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, ​ 2025 ​ ​ ​ 2024 Stock options, performance stock options and shares subject to ESPP 30,459,679 29,274,841 Restricted stock units 251,445 901,104 Shares issuable upon conversion of 2026 Convertible Notes 6,283 ​ 11,942,152 Total 30,717,407 42,118,097 ​ 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. ​ ​ 15. 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. Inc. 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. ​ ​ 113 Table of Contents Item 9. Changes in and Disagree ments with Accountants on Accounting and Financial Disclosure ​ None. ​