Coherus Oncology (CHRS) updates TD Cowen ATM to sell up to $64.9M

Rhea-AI Filing Summary

Coherus Oncology, Inc. filed a prospectus supplement tied to its existing Sales Agreement with TD Securities (USA) LLC (TD Cowen), allowing it to sell shares of common stock from time to time in an at-the-market offering program. The company may offer and sell common stock having an aggregate offering price of up to $64,880,054 through or to TD Cowen under this arrangement.

The filing also includes a legal opinion from Latham & Watkins LLP on the validity of the common stock to be issued under the Sales Agreement, along with the related consent and cover page interactive data file as exhibits.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 23, 2026

COHERUS ONCOLOGY, INC.

(Exact name of registrant as specified in its charter)

Delaware		001-36721		27-3615821
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification Number)

333 Twin Dolphin Drive, Suite 600

Redwood City, CA 94065

(Address of principal executive offices, including Zip Code)

Registrant’s telephone number, including area code: (650) 649-3530

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, $0.0001 par value per share		CHRS		The Nasdaq Global Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ¨

Item 8.01 Other Events.

On January 23, 2026, Coherus Oncology, Inc. (the “Company”) filed a prospectus supplement relating to its Sales Agreement, dated November 8, 2022, by and between the Company and Cowen and Company LLC, as amended by the Amendment No. 1 to Sales Agreement, dated May 15, 2023 and Amendment No. 2 to Sales Agreement, dated September 11, 2023, which was assigned to TD Securities (USA) LLC (“TD Cowen”) (the “Sales Agreement”). Pursuant to the Sales Agreement, the Company may offer and sell, from time to time, through or to TD Cowen, shares of the Company’s common stock, par value $0.0001 per share, having an aggregate offering price of up to $64,880,054.

A copy of the legal opinion of Latham & Watkins LLP relating to the validity of the issuance and sale of the common stock pursuant to the Sales Agreement is filed as Exhibit 5.1 to this Current Report on Form 8-K and is filed with reference to, and is hereby incorporated by reference into, the registration statement.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit No.		Description
5.1		Opinion of Latham & Watkins LLP.
23.1		Consent of Latham & Watkins LLP (included in Exhibit 5.1).
104		Cover page Interactive Data file (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: January 23, 2026	COHERUS ONCOLOGY, INC.
	By:	/s/ Dennis M. Lanfear
	Name:	Dennis M. Lanfear
	Title:	Chief Executive Officer

FAQ

What did Coherus Oncology (CHRS) disclose in this 8-K filing?

Coherus Oncology, Inc. disclosed that it filed a prospectus supplement related to its Sales Agreement with TD Securities (USA) LLC (TD Cowen), enabling sales of its common stock from time to time under an at-the-market offering program.

How much stock can Coherus Oncology (CHRS) sell under the updated Sales Agreement?

Under the Sales Agreement referenced in the prospectus supplement, Coherus Oncology may offer and sell shares of its common stock with an aggregate offering price of up to $64,880,054 through or to TD Cowen.

What is the role of TD Securities (USA) LLC (TD Cowen) in Coherus Oncology’s ATM program?

TD Securities (USA) LLC, referred to as TD Cowen, acts as the sales agent under the Sales Agreement, through or to which Coherus Oncology may offer and sell its common stock in at-the-market transactions from time to time.

What legal documents did Coherus Oncology (CHRS) file with this 8-K?

Coherus Oncology filed a legal opinion from Latham & Watkins LLP on the validity of the issuance and sale of the common stock as Exhibit 5.1, a related consent as Exhibit 23.1, and a cover page Inline XBRL data file as Exhibit 104.

Does this 8-K mean Coherus Oncology (CHRS) is issuing $64.9 million of stock immediately?

No. The filing states that Coherus Oncology may offer and sell, from time to time, shares of common stock with an aggregate offering price of up to $64,880,054 under the Sales Agreement. It sets a maximum capacity rather than an immediate issuance.

Which prior agreements does the new prospectus supplement for Coherus Oncology (CHRS) relate to?

The prospectus supplement relates to the Sales Agreement dated November 8, 2022 between Coherus Oncology and Cowen and Company LLC, as amended on May 15, 2023 and September 11, 2023, which was assigned to TD Securities (USA) LLC.