Coherus Oncology, Inc. 10-K

Item 9A. Controls and Procedures Evaluation of Effectiveness of Disclosure Controls and Procedures We carried out an evaluation, under the supervision of our Chief Executive Officer and our Chief Financial Officer, and evaluated the effectiveness of our disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, as of the end of the period covered by this Annual Report on Form 10-K. We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms and that such information is accumulated and communicated to our management, including our chief executive officer, principal financial officer and principal accounting officer, as appropriate, to allow for timely decisions regarding required disclosure. We intend to review and evaluate the design and effectiveness of our disclosure controls and procedures on an ongoing basis and to correct any material deficiencies that we may discover. Our goal is to ensure that our management has timely access to material information that could affect our business. In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Based on this evaluation, and as a result of the material weakness described below, our President and Chief Executive Officer and our Chief Financial Officer have concluded that, as of the end of the period covered by this Annual Report on Form 10-K, our disclosure controls and procedures were not effective at a reasonable assurance level. Notwithstanding this material weakness, management concluded the consolidated financial statements included in this report present fairly, in all material respects, our financial condition, results of operations and cash flows for the periods covered by this report and our external auditors have issued an unqualified opinion on our consolidated financial statements as of and for the year ended December 31, 2024. Management’s Annual Report on Internal Control Over Financial Reporting Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rules 13a-15(f) and 15d-15(f). Under the supervision and with the participation of our management, including our principal executive officer, principal financial officer and principal accounting officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 Framework). Based on our evaluation under the framework in Internal Control—Integrated Framework , our management concluded that our internal control over financial reporting was not effective as of December 31, 2024 due to the material weakness discussed below. Material Weakness in Internal Control over Financial Reporting A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of a company’s annual or interim financial statements will not be detected or prevented on a timely basis. Management determined that there was a material weakness in the operating effectiveness of our procedures related to documentation and review of certain inventory account reconciliations. The lack of sufficient evidence of the review performed over these accounting records did not allow for the testing and validation that the relevant internal controls operated, and thus it resulted in the material weakness. The material weakness related to documentation and did not result in a misstatement with respect to our financial statements included in this Form 10-K. The effectiveness of our internal control over financial reporting as of December 31, 2024 has been audited by Ernst & Young LLP, an independent registered public accounting firm, as stated in its report which is included in this Item 9A of this Annual Report on Form 10-K. 136 Table of Contents Management’s Remediation Measures We are taking steps to remediate this material weakness and to strengthen our internal control over financial reporting. The remediation measures include additional training and enhancement of our documentation and retention procedures, particularly as they relate to our inventory account reconciliations. This remediation is in progress and will require validation and testing of operating effectiveness of internal controls over multiple financial reporting cycles. Changes in Internal Control over Financial Reporting Except for the material weakness noted above, there has been no change in the Company's internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) that occurred during the quarter ended December 31, 2024 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. ​ ​ 137 Table of Contents ​ ​ Report of Independent Registered Public Accounting Firm ​ To the Stockholders and the Board of Directors of Coherus BioSciences, Inc. ​ Opinion on Internal Control Over Financial Reporting ​ We have audited Coherus BioSciences, Inc.’s internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria). In our opinion, because of the effect of the material weakness described below on the achievement of the objectives of the control criteria, Coherus BioSciences, Inc. (the Company) has not maintained effective internal control over financial reporting as of December 31, 2024, based on the COSO criteria. ​ A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company’s annual or interim financial statements will not be prevented or detected on a timely basis. The following material weakness has been identified and included in management’s assessment. Management has identified a material weakness relating to the operating effectiveness of their documentation and review procedures over certain inventory account reconciliations. ​ We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2024 and 2023, the related consolidated statements of operations, comprehensive income (loss), stockholders' deficit and cash flows for each of the three years in the period ended December 31, 2024, and the related notes. This material weakness was considered in determining the nature, timing and extent of audit tests applied in our audit of the 2024 consolidated financial statements, and this report does not affect our report dated March 17, 2025, which expressed an unqualified opinion thereon. ​ Basis for Opinion ​ The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Annual Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. 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 audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. ​ Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion. ​ Definition and Limitations of Internal Control Over Financial Reporting ​ A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. ​ 138 Table of Contents Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. ​ /s/ Ernst & Young LLP ​ San Mateo, California March 17, 2025 ​ 139 Table of Contents Changes in Internal Control Over Financial Reporting There were no changes in our internal control over financial reporting identified in connection with the evaluation required by Rule 13a-15(d) and 15d-15(d) of the Exchange Act that occurred during the quarter ended December 31, 2024 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. Item 9B. Other Information (b) During the three months ended December 31, 2024, neither we nor any of our directors or officers adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each such term is defined in Item 408(a) of Regulation S-K. ​ Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections Not applicable. ​ ​ ​ PART III Certain information required by Part III is omitted from this Annual Report on From 10-K because we will file a Definitive Proxy Statement (the “Proxy Statement”) with the Securities and Exchange Commission within 120 days after the end of our fiscal year ended December 31, 2024. Item 10. Directors, Executive Officers and Corporate Governance The information required by this Item is included in the Proxy Statement to be filed with the SEC within 120 days after the end of our fiscal year ended December 31, 2024, and is incorporated herein by reference. ​ Item 11. Executive Compensation The information required by this Item is included in the Proxy Statement to be filed with the SEC within 120 days after the end of our fiscal year ended December 31, 2024, and is incorporated herein by reference. ​ Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters The information required by this Item is included in the Proxy Statement to be filed with the SEC within 120 days after the end of our fiscal year ended December 31, 2024, and is incorporated herein by reference. ​ Item 13. Certain Relationships and Related Transactions, and Director Independence The information required by this Item is included in the Proxy Statement to be filed with the SEC within 120 days after the end of our fiscal year ended December 31, 2024, and is incorporated herein by reference. ​ Item 14. Principal Accounting Fees and Services The information required by this Item is included in the Proxy Statement to be filed with the SEC within 120 days after the end of our fiscal year ended December 31, 2024, and is incorporated herein by reference. ​ 140 Table of Contents PART IV Item 15. Exhibits and Financial Statement Schedules ​ ​ ​ (a) (1) The financial statements required by Item 15(a) are filed in Item 8 of this Annual Report on Form 10-K. ​ ​ ​ ​ (2) The financial statement schedules required by Item 15(a) are omitted because they are not applicable, not required or the required information is included in the financial statements or notes thereto as filed in Item 8 of this Annual Report on Form 10-K. ​ ​ ​ ​ (3) We have filed, or incorporated into this report by reference, the exhibits listed on the accompanying Index to Exhibits immediately preceding the signature page of this Annual Report on Form 10-K. ​ ​ Item 16. Form 10-K Summary None. ​ 141 Table of Contents INDEX TO EXHIBITS ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Incorporated by Reference Exhibit Number Exhibit Description Form Date Number Filed Herewith ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2.1 †† ​ Agreement and Plan of Merger, by and among Coherus BioSciences, Inc., Crimson Merger Sub I, Inc., Crimson Merger Sub II, LLC and Surface Oncology, Inc., dated June 15, 2023 (Form of CVR Agreement included as Exhibit A thereto) ​ 8-K ​ 6/16/2023 ​ 2.1 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2.2 †† ​ Purchase and Sale Agreement, by and between Coherus BioSciences, Inc. and Sandoz Inc., dated January 19, 2024 ​ 8-K ​ 1/22/2024 ​ 2.1 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2.3 †† ​ Asset Purchase Agreement, by and between Coherus BioSciences, Inc. and Hong Kong King-Friend Industrial Company Ltd., dated as of June 26, 2024 ​ 8-K ​ 6/27/2024 ​ 2.1 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2.4 †† ​ Asset Purchase Agreement, by and between Coherus BioSciences, Inc. and Intas Pharmaceuticals Ltd., dated December 2, 2024. ​ 8-K ​ 12/3/2024 ​ 2.1 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 3.1 ​ Amended and Restated Certificate of Incorporation. ​ 8-K ​ 11/13/2014 ​ 3.1 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 3.2 ​ Amended and Restated Bylaws. ​ 8-K ​ 11/18/2020 ​ 3.1 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 4.1 ​ Reference is made to Exhibits 3.1 and 3.2. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 4.2 ​ Form of Common Stock Certificate. ​ S-1/A ​ 10/24/2014 ​ 4.2 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 4.3 ​ Description of Coherus’ Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934. ​ 10-K ​ 2/27/2020 ​ 4.3 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 4.4 ​ Indenture, dated April 17, 2020, by and between Coherus BioSciences, Inc. and U.S. Bank National Association. ​ 8-K ​ 4/17/2020 ​ 4.1 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 4.5 ​ Form of certificate representing the 1.5% Convertible Senior Subordinated Notes due 2026. ​ 8-K ​ 4/17/2020 ​ 4.1 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 4.6 ​ Notice of Successor Trustee to Indenture dated February 7, 2022 ​ 10-Q ​ 5/5/2022 ​ 4.5 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 10.1† ​ Distribution Agreement, effective December 26, 2012, by and between Orox Pharmaceuticals B.V. and Coherus BioSciences, Inc. ​ S-1 ​ 9/25/2014 ​ 10.3 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 10.2(a) ​ Standard Industrial/Commercial Multi-tenant Lease-Gross, effective December 5, 2011, by and between Howard California Property Camarillo 5 and BioGenerics, Inc. ​ S-1 ​ 9/25/2014 ​ 10.9(a) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 10.2(b) ​ First Amendment to Lease, effective December 21, 2013, by and between Howard California Property Camarillo 5 and Coherus BioSciences, Inc. ​ S-1 ​ 9/25/2014 ​ 10.9(b) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 10.3(a)# ​ BioGenerics, Inc. 2010 Equity Incentive Plan, as amended. ​ S-1 ​ 9/25/2014 ​ 10.10(a) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 10.3(b)# ​ Form of Stock Option Grant Notice and Stock Option Agreement under the 2010 Equity Incentive Plan, as amended. ​ S-1 ​ 9/25/2014 ​ 10.10(b) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 10.4(a)# ​ Form of Stock Option Grant Notice and Stock Option Agreement under the 2014 Equity Incentive Award Plan. ​ S-1/A ​ 11/4/2014 ​ 10.11(b) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 10.4(b)# ​ Form of Restricted Stock Award Grant Notice and Restricted Stock Award Agreement under the 2014 Equity Incentive Award Plan. ​ S-1/A ​ 11/4/2014 ​ 10.11(c) ​ ​ 142 Table of Contents ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Incorporated by Reference Exhibit Number Exhibit Description Form Date Number Filed Herewith ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 10.4(c)# ​ Form of Restricted Stock Unit Award Grant Notice and Restricted Stock Unit Award Agreement under the 2014 Equity Incentive Award Plan. ​ S-1/A ​ 11/4/2014 ​ 10.11(d) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 10.5# ​ Coherus BioSciences, Inc. 2014 Employee Stock Purchase Plan. ​ S-1/A ​ 10/24/2014 ​ 10.12 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 10.6# ​ Form of Indemnification Agreement between Coherus BioSciences, Inc. and each of its directors, officers and certain employees. ​ S-1/A ​ 10/24/2014 ​ 10.13 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 10.7† ​ Master Services Agreement, effective January 23, 2012, by and between Medpace, Inc. and BioGenerics, Inc. ​ S-1 ​ 9/25/2014 ​ 10.15 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 10.8 ​ New Office Lease, effective July 6, 2015, by and between Hudson 333 Twin Dolphin Plaza, LLC and Coherus BioSciences, Inc. ​ 10-Q ​ 8/10/2015 ​ 10.3 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 10.9 ​ First Amendment, effective August 10, 2015, by and between Hudson 333 Twin Dolphin Plaza, LLC and Coherus BioSciences, Inc. ​ 10-Q ​ 8/10/2015 ​ 10.4 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 10.10(a)# ​ Coherus BioSciences, Inc. 2016 Employment Commencement Incentive Plan. ​ 10-Q ​ 8/9/2016 ​ 10.1(a) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 10.10(b)# ​ Form of Stock Option Grant Notice and Stock Option Agreement under the Coherus BioSciences, Inc. 2016 Employment Commencement Incentive Plan. ​ 10-Q ​ 8/9/2016 ​ 10.1(b) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 10.10(c)# ​ Form of Restricted Stock Unit Award Grant Notice and Restricted Stock Unit Award Agreement under the Coherus BioSciences, Inc. 2016 Employment Commencement Incentive Plan. ​ 10-Q ​ 8/9/2016 ​ 10.1(c) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 10.10(d)# ​ Form of Restricted Stock Award Grant Notice and Restricted Stock Award Agreement under the Coherus BioSciences, Inc. 2016 Employment Commencement Incentive Plan. ​ 10-Q ​ 8/9/2016 ​ 10.1(d) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 10.11 ​ Second Amendment, dated September 21, 2016, by and between Hudson 333 Twin Dolphin Plaza, LLC and Coherus BioSciences, Inc. ​ 8-K ​ 9/26/2016 ​ 10.1 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 10.12 ​ Letter Agreement to Master Service Agreement, dated as of September 6, 2017, by and between Medpace, Inc. and Coherus BioSciences, Inc. ​ 10-Q ​ 11/06/2017 ​ 10.2 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 10.13† ​ Confidential Litigation Settlement Agreement and Release, dated as of April 30, 2019 between Amgen Inc. and Amgen USA Inc. (collectively “Amgen”), and Coherus BioSciences Inc. ​ 10-Q ​ 8/5/2019 ​ 10.1 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 10.14 ​ Third Amendment, effective May 24, 2019, by and between Hudson 333 Twin Dolphin Plaza, LLC and Coherus BioSciences, Inc. ​ 10-Q ​ 11/8/2019 ​ 10.1 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 10.15 ​ Fourth Amendment, effective September 4, 2019, by and between Hudson 333 Twin Dolphin Plaza, LLC and Coherus BioSciences, Inc. ​ 10-Q ​ 11/8/2019 ​ 10.2 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 10.16†† ​ Form of Confirmation for Base Capped Call Transactions under the Indenture. ​ 8-K ​ 4/17/2020 ​ 10.1 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 10.17 ​ Exclusive License and Commercialization Agreement, dated February 1, 2021, by and between Coherus Biosciences, Inc. and Shanghai Junshi Biosciences, Co. Ltd. ​ 10-Q ​ 5/6/2021 ​ 10.1 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 10.18†† ​ Letter Agreement, dated February 9, 2022, between Coherus BioSciences, Inc. and Shanghai Junshi Biosciences, Co., Ltd. ​ 10-Q ​ 5/5/2022 ​ 10.1 ​ ​ 143 Table of Contents ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Incorporated by Reference Exhibit Number Exhibit Description Form Date Number Filed Herewith ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 10.19# ​ Executive Change in Control and Severance Plan, effective January 1, 2023. ​ 10-Q ​ 5/8/2023 ​ 10.2 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 10.20 ​ Amendment No. 1 to Sales Agreement between Coherus BioSciences, Inc. and Cowen and Company, LLC, dated May 15, 2023. ​ 10-Q ​ 8/2/2023 ​ 10.1 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 10.21 ​ Amendment No. 2 to Sales Agreement between Coherus BioSciences, Inc. and Cowen and Company, LLC dated September 11, 2023. ​ 10-Q ​ 11/6/2023 ​ 10.2 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 10.22†† ​ First Amended and Restated Development and Option Agreement between Adimab, LLC and Surface Oncology, Inc., dated October 3, 2018. ​ 10-K ​ 3/15/2024 ​ 10.31 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 10.23†† ​ License Agreement, dated as of December 16, 2020, by and between Surface Oncology, Inc. and GLAXOSMITHKLINE INTELLECTUAL PROPERTY (No. 4) LIMITED. ​ 10-K ​ 3/15/2024 ​ 10.34 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 10.24†† ​ Amendment No. 1, dated as of August 11, 2021, to License Agreement, dated as of December 16, 2020, by and between Surface Oncology, Inc. and GLAXOSMITHKLINE INTELLECTUAL PROPERTY (No. 4) LIMITED. ​ 10-K ​ 3/15/2024 ​ 10.35 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 10.25†† ​ Sixth Amendment, effective October 24, 2023, by and between Hudson 333 Twin Dolphin Plaza, LLC and Coherus BioSciences, Inc. ​ 10-K ​ 3/15/2024 ​ 10.36 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 10.26†† ​ Amendment to and Waiver, dated October 25, 2023, under the Exclusive License and Commercialization Agreement, dated February 1, 2021, by and between Coherus Biosciences, Inc. and Shanghai Junshi Biosciences, Co. Ltd. ​ 10-K ​ 3/15/2024 ​ 10.37 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 10.27†† ​ Exclusive Product License Agreement, dated March 23, 2021, by and between Vaccinex, Inc. and Surface Oncology, Inc. ​ 10-K ​ 3/15/2024 ​ 10.40 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 10.28†† ​ Amendment No. 2 to the Exclusive License and Commercialization Agreement, as amended, as of March 13, 2024, by and between Coherus BioSciences, Inc. and Shanghai Junshi Biosciences Co., Ltd. ​ 10-Q ​ 5/9/2024 ​ 10.2 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 10.29†† ​ Loan Agreement dated as of May 8, 2024 among Coherus BioSciences, Inc., the Guarantors, the Collateral Agent and the Lenders party thereto. ​ 8-K/A ​ 5/21/2024 ​ 10.1 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 10.30†† ​ Revenue Participation Right Purchase and Sale Agreement dated as of May 8, 2024 between Coherus BioSciences, Inc. and Coduet Royalty Holdings, LLC. ​ 8-K/A ​ 5/21/2024 ​ 10.2 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 10.31# ​ Coherus BioSciences, Inc. Amended and Restated 2014 Equity Incentive Award Plan. ​ 10-Q ​ 8/8/2024 ​ 10.3 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 10.32†† ​ Omnibus Amendment to Transaction Documents dated as of June 25, 2024 among Coherus BioSciences, Inc., Coduet Royalty Holdings, LLC and Ankura Trust Company, LLC. ​ 10-Q ​ 8/8/2024 ​ 10.4 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 10.33†† ​ Exclusive License and Distribution Agreement dated as of June 27, 2024 between Coherus BioSciences, Inc. and Apotex, Inc. ​ 10-Q ​ 8/8/2024 ​ 10.5 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 19.1 ​ Coherus BioSciences, Inc. Insider Trading Compliance Policy and Procedures, effective February 27, 2023. ​ 10-K ​ 3/15/2024 ​ 10.38 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 21.1 ​ Subsidiaries of Coherus BioSciences, Inc. ​ ​ ​ ​ ​ ​ ​ X 144 Table of Contents ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Incorporated by Reference Exhibit Number Exhibit Description Form Date Number Filed Herewith ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 23.1 ​ Consent of Independent Registered Public Accounting Firm. ​ ​ ​ ​ ​ ​ ​ X ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 24.1 ​ Power of Attorney (included in the signature page to this Form 10-K). ​ ​ ​ ​ ​ ​ ​ X ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 31.1 ​ Certification of Principal Executive Officer Required Under Rule 13a-14(a) and 15d-14(a) of the Securities Exchange Act of 1934, as amended . ​ ​ ​ ​ ​ ​ ​ X ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 31.2 ​ Certification of Principal Financial Officer Required Under Rule 13a-14(a) and 15d-14(a) of the Securities Exchange Act of 1934, as amended. ​ ​ ​ ​ ​ ​ ​ X ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 32.1 ​ Certification of Principal Executive Officer and Principal Financial Officer Required Under Rule 13a-14(b) of the Securities Exchange Act of 1934, as amended, and 18 U.S.C. §1350. ​ ​ ​ ​ ​ ​ ​ X ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 97.1 ​ Coherus BioSciences, Inc. Clawback Policy, effective December 1, 2023. ​ 10-K ​ 3/15/2024 ​ 97.1 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 101.INS ​ Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. ​ ​ ​ ​ ​ ​ ​ X ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 101.SCH ​ Inline XBRL Taxonomy Extension Schema Document ​ ​ ​ ​ ​ ​ ​ X ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 101.CAL ​ Inline XBRL Taxonomy Extension Calculation Linkbase Document ​ ​ ​ ​ ​ ​ ​ X ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 101.DEF ​ Inline XBRL Taxonomy Extension Definition Linkbase Document ​ ​ ​ ​ ​ ​ ​ X ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 101.LAB ​ Inline XBRL Taxonomy Extension Label Linkbase Document ​ ​ ​ ​ ​ ​ ​ X ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 101.PRE ​ Inline XBRL Taxonomy Extension Presentation Linkbase Document ​ ​ ​ ​ ​ ​ ​ X ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 104 ​ Cover page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101) ​ ​ ​ ​ ​ ​ ​ X ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ † Portions of this exhibit (indicated by asterisks) have been omitted pursuant to a request for confidential treatment and this exhibit has been filed separately with the SEC. †† Portions of this exhibit (indicated by asterisks) have been omitted pursuant to Regulation S-K, Item 601(b)(10), or schedules and attachments to this exhibit have been omitted pursuant to Regulation S-K, Item 601(a)(5). Information omitted pursuant to Regulation S-K, Item 601(b)(10) is not material and would likely cause competitive harm to the registrant if publicly disclosed. # Indicates management contract or compensatory plan. ​ 145 Table of Contents SIGNATURES Pursuant to the requirements of Section 13 or 15(d) the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. ​ ​ ​ ​ ​ ​ COHERUS BIOSCIENCES, INC. ​ ​ ​ ​ Date: March 17, 2025 ​ By: /s/ Dennis M. Lanfear ​ ​ Name: Dennis M. Lanfear ​ ​ Title: President and Chief Executive Officer ​ ​ ​ (Principal Executive Officer) ​ ​ 146 Table of Contents POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Dennis M. Lanfear and Bryan McMichael, his or her attorneys-in-fact, for him or her in any and all capacities, to sign any amendments to this Annual Report on Form 10-K, and to file the same, with exhibits thereto and other documents in connection therewith, with the U.S. Securities and Exchange Commission, hereby ratifying and confirming all that said attorneys-in-fact, or their substitute, may do or cause to be done by virtue thereof. Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. ​ ​ ​ ​ ​ ​ /s/ Dennis M. Lanfear Dennis M. Lanfear Chairman, President and Chief Executive Officer (Principal Executive Officer) March 17, 2025 ​ ​ ​ /s/ Bryan McMichael Bryan McMichael Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) March 17, 2025 ​ ​ ​ /s/ Georgia Erbez Georgia Erbez Director March 17, 2025 ​ ​ ​ /s/ Lee N. Newcomer ​ Director ​ March 17, 2025 Lee N. Newcomer ​ ​ ​ ​ ​ ​ ​ ​ ​ /s/ Charles Newton Charles Newton Director March 17, 2025 ​ ​ ​ /s/ Jill O’Donnell-Tormey Jill O’Donnell-Tormey Director March 17, 2025 ​ ​ ​ /s/ Michael Ryan Michael Ryan Director March 17, 2025 ​ ​ ​ /s/ Ali J. Satvat Ali J. Satvat Director March 17, 2025 ​ ​ ​ /s/ Mark D. Stolper Mark D. Stolper Director March 17, 2025 ​ ​ ​ /s/ Rita Karachun Rita Karachun Director March 17, 2025 ​ ​ ​ /s/ Mats Wahlström Mats Wahlström Director March 17, 2025 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 147