Coherus Oncology (NASDAQ: CHRS) raises $47M through common stock offering

Rhea-AI Filing Summary

Coherus Oncology, Inc. completed an underwritten public offering of its common stock. The company sold 28,600,000 shares at a price to the public of $1.75 per share, with underwriters purchasing at $1.645 per share, generating approximately $47.0 million in net proceeds before expenses.

The underwriters also received a 30-day option to buy up to an additional 4,290,000 shares to cover any over-allotments. Coherus, its directors, executive officers and certain affiliated stockholders agreed to a 60-day lock-up on additional common stock sales, subject to specified exceptions.

Insights

Equity capital markets analyst

Coherus raised about $47.0 million in an underwritten common stock offering.

Coherus Oncology entered an underwriting agreement on February 12, 2026 to sell 28,600,000 common shares at a public price of $1.75 per share. Underwriters purchased at $1.645 per share, reflecting their discount and commissions.

The transaction, completed on February 17, 2026, delivered net proceeds of approximately $47.0 million before expenses, providing new cash to the company. A 30-day option allows underwriters to buy up to 4,290,000 additional shares to cover over-allotments, so actual issuance could increase depending on demand.

Coherus, its directors, executive officers and certain affiliated stockholders agreed not to sell additional common stock for 60 days after February 12, 2026, except as described in the prospectus supplement. This lock-up limits near-term insider and company share sales while the offering is absorbed.

8-K Event Classification

2 items: 8.01, 9.01

2 items

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

FAQ

What equity offering did Coherus Oncology (CHRS) complete in February 2026?

Coherus Oncology completed an underwritten public offering of 28,600,000 common shares. The stock was sold at $1.75 per share to the public, under an existing shelf registration, providing new capital for the company through a fully executed underwriting agreement.

How much cash did Coherus Oncology (CHRS) raise from its February 2026 stock sale?

Coherus Oncology received net proceeds of approximately $47.0 million from the offering. This figure is after deducting underwriters’ discounts and commissions, but before the company’s own offering expenses, so final net cash retained will be slightly lower once those costs are paid.

What were the pricing terms of Coherus Oncology’s February 2026 stock offering?

The public offering price was $1.75 per share, while underwriters bought the shares from Coherus at $1.645 per share. The difference represents underwriting discounts and commissions that compensate the banks for distributing the offering to investors.

Did Coherus Oncology grant underwriters an over-allotment option in this deal?

Yes. Coherus granted underwriters a 30-day option to purchase up to 4,290,000 additional shares of common stock. This option is solely to cover over-allotments, allowing the banks to stabilize the deal if investor demand exceeds the initial share allocation.

Is there a lock-up period following Coherus Oncology’s February 2026 equity offering?

Yes. Coherus, its directors, executive officers and certain affiliated stockholders agreed to a 60-day lock-up from February 12, 2026. During this period, they will not sell or transfer common stock without written consent from the underwriting representatives, subject to specified exceptions.

Under which registration statement did Coherus Oncology conduct this stock offering?

The offering was made under a prospectus supplement and related prospectus filed pursuant to Coherus Oncology’s effective shelf registration statement on Form S-3 (Registration No. 333-291520). This framework allowed the company to access the market quickly for this underwritten transaction.

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Understanding 8-K Material Events →

Accepted by SEC EDGAR 02/17/2026 - 04:05 PM Learn about SEC filing dates

0001512762false00015127622026-02-122026-02-12

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 8-K

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CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

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Date of Report (Date of earliest event reported): February 12, 2026

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COHERUS ONCOLOGY, INC.

(Exact name of registrant as specified in its charter)

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

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333 Twin Dolphin Drive, Suite 600

Redwood City, CA 94065

(Address of principal executive offices, including Zip Code)

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

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N/A

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

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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:

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☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

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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

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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).

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Emerging growth company  ☐

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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.  ☐

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Item 8.01 Other Events.

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On February 12, 2026, Coherus Oncology, Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with TD Securities (USA) LLC, Guggenheim Securities, LLC and Oppenheimer & Co. Inc. as representatives (the “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 “Shares”). The price to the public in the Offering was $1.75 per share. The Underwriters agreed to purchase the Shares from the Company pursuant to the Underwriting Agreement at a price of $1.645 per share.

The Offering was made under a prospectus supplement and related prospectus filed with the Securities and Exchange Commission pursuant to the Company’s effective shelf registration statement on Form S-3 (Registration No. 333-291520). 

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.

The Underwriting Agreement contains customary representations, warranties, covenants and agreements by the Company, customary conditions to closing, indemnification obligations of the Company and the Underwriters, including for liabilities under the Securities Act of 1933, as amended, other obligations of the parties and termination provisions. The representations, warranties and covenants contained in the Underwriting Agreement were made only for purposes of such agreement and as of specific dates, were solely for the benefit of the parties to such agreement, and may be subject to limitations agreed upon by the contracting parties. The Company and the Company’s directors, executive officers and certain stockholders that are affiliated with the Company’s directors also agreed not to sell or transfer any Common Stock for 60 days after February 12, 2026, without first obtaining the written consent of the Representatives, subject to certain exceptions as described in the prospectus supplement.

A copy of the Underwriting Agreement, including the form of lock-up agreement, is attached as Exhibit 1.1 hereto and is incorporated herein by reference. The foregoing descriptions of the Underwriting Agreement and lock-up agreements are not complete descriptions thereof, and are qualified in their entirety by reference to such exhibit.

A copy of the opinion of Latham & Watkins LLP relating to the validity of the securities issued in the Offering is filed herewith as Exhibit 5.1.

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Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
1.1	​	Underwriting Agreement, dated as of February 12, 2026, among Coherus Oncology, Inc. and TD Securities (USA) LLC, Guggenheim Securities, LLC and Oppenheimer & Co. Inc., as representatives of the several underwriters named therein
5.1	​	Opinion of Latham & Watkins LLP
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23.1	​	Consent of Latham & Watkins LLP (included in Exhibit 5.1)
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104	​	Cover Page Interactive Data File (embedded within the Inline XBRL document)

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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.

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Date: February 17, 2026	​ ​ ​	COHERUS ONCOLOGY, INC.
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​	​	By:	/s/ Dennis M. Lanfear
​	​	Name:	Dennis M. Lanfear
​	​	Title:	Chief Executive Officer

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Filing Exhibits & Attachments

6 documents

Other Documents

• EX-1.1 EX-1.1 275.2 KB
• EX-5.1 EX-5.1 34.9 KB
• EX-101 EX-101.SCH 3.4 KB
• EX-101 EX-101.DEF 3.5 KB
• EX-101 EX-101.LAB 16.8 KB
• EX-101 EX-101.PRE 11.1 KB