[S-8] Coherus Oncology, Inc. Employee Benefit Plan Registration

Rhea-AI Filing Summary

Coherus Oncology filed a Form S-8 registering 1,500,000 additional shares of common stock for its 2014 Employee Stock Purchase Plan, as approved by stockholders on June 11, 2025.

The filing adds capacity for employee share purchases under the ESPP. It includes customary exhibits, including a legal opinion from Latham & Watkins LLP, and notes Coherus is an accelerated filer and a smaller reporting company.

Insights

Equity compensation & disclosure analyst

Administrative S-8 adds 1,500,000 ESPP shares; neutral impact.

This Form S-8 registers shares reserved for issuance under the 2014 ESPP, aligning with stockholder approval on June 11, 2025. S-8 filings are routine and do not involve selling stockholders.

The action facilitates future employee purchases through the plan, with issuance dependent on employee participation and plan terms. Exhibits include a legal opinion from Latham & Watkins LLP, consistent with standard practice.

As filed with the Securities and Exchange Commission on November 13, 2025

Registration No. 333-   

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Coherus Oncology, Inc.

(Exact name of registrant as specified in its charter)

Delaware	27-3615821
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification Number)

333 Twin Dolphin Drive, Suite 600

Redwood City, CA 94065

(650) 649-3530 

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Coherus Oncology, Inc. 2014 Employee Stock Purchase Plan

(Full Title of the Plan)

Dennis M. Lanfear

President and Chief Executive Officer

Coherus Oncology, Inc.

333 Twin Dolphin Drive, Suite 600

Redwood City, CA 94065

(650) 649-3530 

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Benjamin A. Potter, Esq.
Drew Capurro, Esq.
Latham & Watkins LLP
140 Scott Drive
Menlo Park, CA 94025
(650) 328-4600 Bryan McMichael
Chief Financial Officer
333 Twin Dolphin Drive, Suite 600
Redwood City, CA 94065
(650) 649-3530

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	¨	Accelerated filer	x
Non-accelerated filer	¨	Smaller reporting company	x
		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. ¨

EXPLANATORY NOTE

This Registration Statement on Form S-8 is being filed for the purpose of registering an additional 1,500,000 shares of common stock of Coherus Oncology, Inc. (the “Registrant”), par value $0.0001 per share, reserved for issuance under the Registrant’s 2014 Employee Stock Purchase Plan (together with previous versions of such plan, and as may be further amended from time to time, the “2014 ESPP”), as approved by the Registrant’s stockholders on June 11, 2025 for which Registration Statements of the Registrant on Form S-8 (File Nos. 333-200593, 333-203356, 333-209936, 333-216679, 333-222700, 333-229480, 333-236068, 333-251876, and 333-262134) are effective.

INCORPORATION BY REFERENCE OF CONTENTS OF

REGISTRATION STATEMENTS ON FORM S-8

Pursuant to Instruction E of Form S-8, the contents of the Registration Statements on Form S-8 filed with the Securities and Exchange Commission on November 25, 2014 (File No. 333-200593), April 10, 2015 (File No. 333-203356), March 4, 2016 (File No. 333-209936), March 14, 2017 (File No. 333-216679), January 25, 2018 (File No. 333-222700), February 1, 2019 (File No. 333-229480), January 24, 2020 (File No. 333-236068), January 4, 2021 (File No. 333-251876), and January 13, 2022 (File No. 333-262134) are incorporated by reference herein.

EXHIBIT INDEX

				Incorporated by Reference
Exhibit Number		Description		Form		Exhibit		Date Filed		Filed Herewith
3.1		Amended and Restated Certificate of Incorporation.		8-K		3.1		11/13/2014
3.2		Certificate of Amendment to the Amended and Restated Certificate of Incorporation.		8-K		3.1		05/30/2025
3.3		Second Amended and Restated Bylaws.		8-K		3.2		05/30/2025
4.1		Form of Common Stock Certificate.		S-1/A		4.2		10/24/2014
5.1		Opinion of Latham & Watkins LLP.								X
23.1		Consent of Latham & Watkins LLP (included in Exhibit 5.1).								X
23.2		Consent of Independent Registered Public Accounting Firm.								X
24.1		Power of Attorney (included in the signature page to this registration statement).								X
99.1(a)#		Coherus Oncology, Inc. 2014 Employee Stock Purchase Plan.		10-Q		10.3		08/07/2025
99.1(b)#		Amendment No. 1 to Coherus Oncology, Inc. 2014 Employee Stock Purchase Plan.		10-Q		10.4		08/07/2025
107		Filing Fee Table.								X

# Indicates management contract or compensatory plan.

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Redwood City, California, on November 13, 2025.

COHERUS ONCOLOGY, INC.
By:	/s/ Dennis M. Lanfear
	Dennis M. Lanfear
	President and Chief Executive Officer

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below does hereby constitute and appoint Dennis M. Lanfear and Bryan McMichael, and each of them, with full power of substitution and full power to act without the other, his or her true and lawful attorney-in-fact and agent to act for him or her in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file this Registration Statement, with all exhibits thereto, and other documents in connection therewith, with the Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in order to effectuate the same as fully, to all intents and purposes, as they or he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities and on the date indicated.

Signature		Title		Date
/s/ Dennis M. Lanfear		Chairman, President and Chief Executive Officer		November 13, 2025
Dennis M. Lanfear		(Principal Executive Officer)
/s/ Bryan McMichael		Chief Financial Officer		November 13, 2025
Bryan McMichael		(Principal Financial Officer and Principal Accounting Officer)
/s/ Lee N. Newcomer		Director		November 13, 2025
Lee N. Newcomer
/s/ Ali J. Satvat		Director		November 13, 2025
Ali J. Satvat
/s/ Mats Wahlström		Director		November 13, 2025
Mats Wahlström
/s/ Charles W. Newton		Director		November 13, 2025
Charles W. Newton
/s/ Michael Ryan		Director		November 13, 2025
Michael Ryan
/s/ Jill O’Donnell-Tormey		Director		November 13, 2025
Jill O’Donnell-Tormey
/s/ Georgia Erbez		Director		November 13, 2025
Georgia Erbez
/s/ Rita A. Karachun		Director		November 13, 2025
Rita A. Karachun

FAQ

What did CHRS file and for what purpose?

A Form S-8 to register 1,500,000 additional common shares for the 2014 Employee Stock Purchase Plan (ESPP).

How many CHRS shares are registered in this S-8?

The filing registers 1,500,000 shares of common stock for issuance under the ESPP.

Which plan is covered by the CHRS S-8?

The Coherus Oncology, Inc. 2014 Employee Stock Purchase Plan, including prior versions as amended.

When was the ESPP share increase approved?

Stockholders approved the ESPP increase on June 11, 2025.

What is Coherus’s filer status in this filing?

Coherus is identified as an accelerated filer and a smaller reporting company.

Who is the agent for service listed for CHRS?

Dennis M. Lanfear, President and CEO, 333 Twin Dolphin Drive, Suite 600, Redwood City, CA 94065; (650) 649-3530.

Which law firm provided the legal opinion for the S-8?

Latham & Watkins LLP provided the opinion (Exhibit 5.1), with its consent included.