Coherus Oncology, Inc.

1. Organization and Summary of Significant Accounting Policies

Organization

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 esophageal, liver, and prostate cancers. The Company’s strategy is to grow sales of LOQTORZI in Nasopharyngeal Carcinoma (“NPC”) while advancing the development of its two pipeline candidates in combination with LOQTORZI, and through strategic partnerships. The Company has global rights to both its clinical-stage candidates and intends to explore transactions, including ex-U.S. licensing, as clinical data emerges for these candidates.

The UDENYCA Sale in April 2025 represented the last and most significant divestiture of the Company’s biosimilar businesses, which comprised the UDENYCA, YUSIMRY and CIMERLI franchises. Accordingly, the associated results of operations have been classified as discontinued operations in the condensed consolidated financial statements for all periods presented. Refer to Note 6. Discontinued Operations for more information.

Liquidity and Capital Resources

As of September 30, 2026, the Company had cash, cash equivalents and marketable securities that totaled $83.6 million. The Company has funded its operations primarily through the sale of the Company’s common stock, issuance and incurrence of debt, the Revenue Purchase and Sale Agreement, proceeds from the Sale Transactions (as defined below), and sales of the Company’s products. Since inception, the Company has generally incurred losses and generated negative cash flows from operations, resulting in an accumulated deficit of $1.5 billion as of September 30, 2026.

Based on the Company’s current operating plan and available liquidity, it may exhaust its existing cash resources within one year after the date that these unaudited condensed consolidated financial statements are issued unless it generates additional cash flows from operations, raises additional capital, implements further cost-reduction measures or other strategic actions, or achieves a combination of these actions. Further, the Company expects it will require additional financing through equity and/or debt financing, collaborations, licensing arrangements or other sources to fully develop, obtain regulatory approval for and commercialize its existing product candidates. The continuation of the Company’s business as a going concern is dependent upon these factors and eventually attaining and maintaining profitable operations.

In accordance with Accounting Standards Codification (“ASC”) 205-40,Going Concern, the Company evaluated whether there are conditions and events, considered in the aggregate, that raise substantial doubt about its ability to continue as a going concern within one year after the date that these unaudited condensed consolidated financial statements are issued. When substantial doubt exists under this methodology, management evaluates whether the mitigating effect of its plans sufficiently alleviates substantial doubt about the Company’s ability to continue as a going concern. The mitigating effect of management’s plans, however, is only considered if both (1) it is probable that the plans will be effectively implemented within one year after the date that the financial statements are issued and (2) it is probable that the plans, when implemented, will mitigate the relevant conditions or events that raise substantial doubt about the entity’s ability to continue as a going concern.

Management’s plans to address these conditions include deprioritizing certain tagmokitug clinical indications, the implementation of a cost reduction plan, including decreasing headcount, pursuing receipt of an Earnout Payment (as

defined below) from the Intas Parties (as defined below), accelerating LOQTORZI sales, and raising additional equity capital as needed. After considering these plans and the guidance within ASC 205-40, the Company concluded that substantial doubt about its ability to continue as a going concern had not been alleviated for the one-year period following the issuance of these condensed consolidated financial statements.

In performing its evaluation, management excluded certain elements of its operating plan that were not entirely within the Company’s control or otherwise could not be considered probable. These included the potential future receipt of either Earnout Payment (as defined below), funding from future equity or debt and other plans that have not been fully implemented as of the date the financial statements are issued.

The Company's expected future operating losses and negative cash flows, together with its need for additional funding to support planned operations, raise substantial doubt about its ability to continue as a going concern for a period of one year after the date that these unaudited condensed consolidated financial statements are issued.

The accompanying unaudited condensed consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in the ordinary course of business. The financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that may be necessary if the Company is unable to continue as a going concern.

Basis of Consolidation and Presentation

The accompanying unaudited condensed consolidated financial statements include the accounts of Coherus and its wholly-owned subsidiaries. All intercompany transactions and balances have been eliminated upon consolidation. The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with United States generally accepted accounting principles (“U.S. GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, they do not include all the information and notes required by U.S. GAAP for complete financial statements. These unaudited condensed consolidated financial statements reflect all adjustments, including normal recurring accruals that the Company believes are necessary to fairly state the financial position and the results of the Company’s operations and cash flows for interim periods in accordance with U.S. GAAP. Interim-period results are not necessarily indicative of results of operations or cash flows for a full year or any subsequent interim period.

The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the Company’s audited financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 (the “2025 Form 10-K”) filed with the SEC.

Beginning in the first quarter of 2026, the Company changed its presentation of comprehensive income (loss) from two separate statements to one combined statement of operations and comprehensive income (loss). The change affects presentation only and has no impact on comprehensive income (loss). Certain amounts in prior year’s condensed consolidated balance sheet and statement of cash flows have been reclassified to conform with the current period presentation, and these changes had no impact to net income (loss) or the net cash used in operating activities.

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 judgments are inherently uncertain and therefore actual results could differ from these estimates.

Restricted Cash

As of September 30, 2026 and December 31, 2025, restricted cash consisted of a $0.1 million deposit for a letter of credit provided to secure a lease obligation, which was included in other assets, non-current in the condensed consolidated balance sheets.

Segment Reporting and Geographic Disclosures

The Company hasone 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), revenues, cash on-hand and investments, and cash flows. All expense categories on the condensed 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.

Royalty and Other Revenue Recognition

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) and is classified in other revenue within net revenue. In arrangements where the Company acts as an agent, these transactions are recognized on a net basis in the Company's condensed consolidated statements of operations. The royalty term of the arrangement that generated the Company’s primary source of royalty revenue expired in October 2026.

Recent Accounting Pronouncements

The following accounting pronouncement was adopted by the Company:

In September 2025, the FASB issued ASU 2025-07,Derivatives and Hedging (Topic 815) and Revenue from Contracts with Customers (Topic 606): Derivatives Scope Refinements and Scope Clarification for Share-Based Noncash Consideration from a Customer in a Revenue Contract. The standard refines the scope of Topic 815 by providing an exception for certain contracts with underlyings based on the operations or activities of one of the parties to the contract and clarifies the accounting for share-based noncash consideration received from a customer in a revenue contract. The Company early adopted ASU 2025-07 prospectively as of September 30, 2026, and the adoption did not have a material impact on the Company's condensed consolidated financial statements.

The following are recent 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 Company is currently evaluating the disclosure requirements of this standard and any changes to processes and controls that may be necessary to support adoption. The Company expects the guidance to enhance its financial statement

disclosures with additional information, but does not expect adoption to have an impact on its condensed consolidated financial position, results of operations, or cash flows. This 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 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 condensed consolidated financial statements as a result of future adoption.

2. Revenue

The Company launched LOQTORZI in January 2024, and all related net product revenue was generated in the United States. Net revenue for sales of UDENYCA, YUSIMRY and CIMERLI are classified within discontinued operations (refer to Note 6. Discontinued Operations). The royalty term of the arrangement that generated the Company’s primary source of royalty revenue, which is classified in other revenue, expired in October 2026. The Company’s net revenue from continuing operations was as follows:

For continuing operations, gross product revenues by significant customers as a percentage of total gross product revenues were as follows:

Product Sales Discounts and Allowances

The total provision related to sales made in the prior period was a favorable credit of$0.1 million and$8.7 million for the three months ended September 30, 2026 and 2025, respectively, with substantially all of the third quarter 2025 amount attributable to discontinued operations. Chargebacks and discounts for prompt payment are recorded as a reduction in trade receivables, and the remaining reserve balances are classified as current liabilities on the condensed consolidated balance sheets.

In connection with the sales of the CIMERLI ophthalmology and the YUSIMRY franchises in 2024 and the UDENYCA franchise in 2025, the Company retained and continued to be responsible for sales discounts and allowance liabilities incurred prior to March 1, 2024 for CIMERLI, June 26, 2024 for YUSIMRY and April 11, 2025 for UDENYCA.

Sales discounts and allowances incurred on behalf of the respective counterparties following the close of the Sale Transactions(as defined below)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. for YUSIMRY and the Company’s Transition Services Agreement with Intas Pharmaceuticals Ltd. (“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

liabilitiesin the condensed consolidated balance sheets and are 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:

3. Fair Value Measurements

The fair values 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:

The fair values of cash equivalents approximate their carrying values due to the short-term nature of such financial instruments.

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"). 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. During the three and nine months ended September 30, 2026, the fair value of the Royalty Fee Derivative Liability did not materially change. During the three and nine months ended September 30, 2025, the Company recognizedno charge and a$12.6 million charge, respectively, for the change in estimated fair value. The charge for the year to date period in 2025 included$11.8 million related to UDENYCA classified within discontinued operations and$0.8 million related to LOQTORZI and recorded in other income (expense), net on the condensed consolidated statements of operations. In connection with the UDENYCA Sale, the UDENYCA portion of the Royalty Fee Derivative Liability was derecognized.

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:

The cost, unrealized gains or losses, and fair value by investment type are summarized as follows:

For the three and nine months ended September 30, 2026 and 2025, the Company didnot recognize any expected credit losses. As of September 30, 2026, the remaining contractual maturities of available-for-sale securities were less thanone year, and the average maturity of investments upon acquisition was approximately four months. The Company expects to collect all contractual principal and interest payments and does not intend to sell these investments before recovery of their amortized cost basis. The accrued interest receivable on available-for-sale marketable securities was immaterial at September 30, 2026 and December 31, 2025.

4. Inventory and Prepaid Manufacturing

Inventory consisted of the following:

Inventory expected to be sold more than twelve months from the balance sheet date is classified as inventory, non-current on the condensed consolidated balance sheets. As of September 30, 2026 and December 31, 2025, the portion of total inventory recorded as non-current was$9.4 million and$0.0 million, respectively.

Prior to the regulatory approvals of product candidates, the Company has incurred costs for the manufacture of drug product that could potentially be available to support the commercial launches of the products. Inventory costs are capitalized when, based on management’s judgment, future commercialization is considered probable and the future economic benefit is expected to be realized. 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. During the three months ended March 31, 2026, the Company commenced the capitalization of inventory costs associated with LOQTORZI produced in the United States, because the

manufacturing of the drug substance received regulatory approval and the attainment of remaining approvals has been considered probable.

Prepaid manufacturing of $5.9 million as of September 30, 2026 included $3.4 million for manufacturing services of LOQTORZI and $2.5 million for research and development. Prepaid manufacturing of $6.8 million as of December 31, 2025 included $4.3 million for manufacturing services of LOQTORZI and $2.4 million for research and development.

5. Balance Sheet Components

Intangible Assets, Net

Intangible assets, net consisted of the following:

Amortization expense related to finite-lived intangible assets was $0.6 million and $0.7 million for the three months ended September 30, 2026 and 2025, respectively, and $1.9 million and $2.0 million for the nine months ended September 30, 2026 and 2025, respectively.

The exclusive out-license of GSK4381562 to GlaxoSmithKline Intellectual Property No. 4 Limited (“GSK”), acquired in connection with the Company’s September 2023 acquisition of Surface Oncology, Inc. (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 condensed consolidated 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 contingent value right liability related to GSK4381562 of $0.5 million to its fair value ofzero.

Accrued and Other Current Liabilities

Accrued and other current liabilities consisted of the following:

Other Liabilities, Non-current

Other liabilities, non-current consisted of the following:

6. Discontinued Operations

On December 2, 2024, the Company and 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”). 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. 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. For the year ended December 31, 2025, 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 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 Net Sales reported to the Company by the Intas Parties from July 1, 2025 through September 30, 2026 came very close to meeting the threshold for the first Earnout Payment. The Company is exercising its audit and other contractual rights to assess the Intas Parties’ report.

On June 26, 2024, the Company completed the sale of its YUSIMRY immunology franchise (the “YUSIMRY Sale”). 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 (the “CIMERLI Sale” and, together with the UDENYCA Sale and the YUSIMRY Sale, the “Sale Transactions”).

The UDENYCA Sale represented the last and most significant divestiture of the Company’s biosimilar businesses, which comprised the UDENYCA, YUSIMRY and CIMERLI franchises. Accordingly, the associated results of operations have been classified as discontinued operations in the condensed 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 (see Note 8. Financial Liabilities) 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.

The following table presents a summary of discontinued operations for the periods presented:

Net revenue from discontinued operations by product was as follows:

For the nine months ended September 30, 2026, net revenue was primarily driven by favorable adjustments to prior period estimates.

Assets of discontinued operations were entirely derecognized as of April 11, 2025.

The following table presents the balance sheet classifications of assets and liabilities that were related to the Company’s divested biosimilar businesses but did not transfer to any of the buyers in the Sale Transactions, and thus were not classified as discontinued operations:

Cash flows from continuing operations and discontinued operations have been presented together in the condensed consolidated statement of cash flows. During the nine months ended September 30, 2026, operating cash flows from discontinued operations primarily reflected$45.0 million of payments for TSA related operating assets and liabilities, net. During the nine months ended September 30, 2025, operating cash flows of discontinued operations were primarily from net income, adjusted for the following transactions: the net gain on UDENYCA Sale of $338.7 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.

In connection with the Sale Transactions, the Company entered into separate TSAs with each of the buyers pursuant to which the Company has been providing certain business support services which have included 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 nominal for the three and nine months ended September 30, 2026, and $0.5 million and $2.3 million for the three and nine months ended September 30, 2025, respectively, and were recorded as a reduction to operating expenses or in other income (expense), net in the condensed consolidated statements of operations based on the nature of the payment.

7. Collaborations and Other Arrangements

In-Licensing Agreement

Junshi Biosciences

On February 1, 2021, we entered into the Collaboration Agreement with Junshi Biosciences Co., Ltd. (“Junshi Biosciences”) for the co-development and commercialization of toripalimab, Junshi Biosciences’ anti-PD-1 antibody in the United States and Canada (the “Collaboration Agreement”).

The accrued royalty obligation to Junshi Biosciences was $2.8 million and $4.7 million as of September 30, 2026 and December 31, 2025, respectively. The additional milestone payments, option fee for 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 intoa license Agreement with Apotex, Inc. (“Apotex”), pursuant to which the Company granted to Apotex an exclusive license under the Company’s rights to toripalimab to commercialize toripalimab within Canada(“Canada License Agreement”). Pursuant to the Canada License Agreement, Apotex paid the Company an upfront payment of$6.3 million United States Dollars in 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 lowtwenty percent range royalty on future net sales of toripalimab in Canada, which the Company subsequently pays through to Junshi Biosciences pursuant to the Collaboration Agreement. Accordingly, because the Company acts as an agent, these transactions are recognized on a net basis in the Company’s condensed consolidated statements of operations. 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 continues until the tenth anniversary of the first commercial sale of toripalimab in Canada, which occurred in January 2026, and is subject to aten-year extension at the option of Apotex. Apotex may terminate the Canada License Agreementfor convenience following a specified notice period. The agreement terminates automatically upon the termination of the underlying Collaboration Agreement, an uncured material breach, certain patent challenges by Apotex, or specific insolvency events.

Vaccinex License Agreement

On March 23, 2021, Surface and Vaccinex, Inc. (“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 to the development, manufacturing and commercialization of Vaccinex Licensed Products. Vaccinex is eligible to receive up to $2.0 million in remaining clinical milestone payments (excluding the $1.0 million milestone that was accrued as of December 31, 2025), and up to $11.5 million in regulatory milestones per Vaccinex Licensed Product, and low single-digit royalties on global net sales of any approved licensed products.

During the quarter ended March 31, 2026, the Company paid a $1.0 million milestone payment to Vaccinex related to the achievement of a clinical milestone. 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.

Janssen Agreement

On February 4, 2026, the Company announced a clinical supply agreement with Janssen Research & Development, LLC (“Janssen”), to evaluate tagmokitug in combination with pasritamig, a T-cell engaging bispecific antibody, in a Phase 1b clinical study in patients with metastatic castration-resistant prostate cancer (“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 their respective compounds, including as monotherapy or as combination treatments. The pasritamig combination study is expected to initiate in the fall of 2026.

8. Financial Liabilities

A summary of the Company’s debt obligations as of the dates indicated, including the level within the fair value hierarchy (see Note 3. Fair Value Measurements), is as follows:

2031 Term Loans

On August 12, 2026, the Company, together with certain wholly owned subsidiaries of the Company, entered into a Loan and Security Agreement (the “2031 Loan Agreement”) with Innovatus Life Sciences Lending Fund I, LP, as collateral agent, and the other lenders signatory thereto (collectively, the “Lenders”), pursuant to which the Lenders agreed to provide a senior secured term loan facility of$55.0 million (the “Term A Loan”) that matures on August 14, 2031. On August 14, 2026 (“Term A Funding Date”), the Company drew the full amount of the Term A Loan. The Term A Loan proceeds were used to repay all obligations under the Company’s 2029 Term Loan (as defined below) with the remainder used for working capital and to fund general business requirements.

The Company has the option, but not the obligation, to draw an additional$25.0 million (the “Term B Loan”) and, subject to lender approval, an additional$20.0 million (the “Term C Loan”) (together with the Term A Loan, collectively, the “2031 Term Loans”). If the Company achieves specified revenue and market capitalization targets (the “Term B Milestone”), the Term B Loan may be drawn from September 1, 2027 through April 30, 2028.

The amounts borrowed under the 2031 Loan Agreement accrue interest at a floating per annum rate equal to 4.15% plus the greater of (i) the Prime Rate and (ii)6.75%. The interest rate resets each time the Prime Rate changes, effective immediately. The 2031 Loan Agreement provides for interest-only payments on a monthly basis for 36 months commencing September 1, 2026. The interest-only period may be extended to 48 months if the Company achieves the Term B Milestone before August 14, 2029. Following the interest-only period, the Company will make consecutive equal monthly payments of principal, together with interest in arrears, over the remaining term of the 2031 Loan Agreement.

The Company may prepay the 2031 Term Loans in full or in part. All prepayments prior to the maturity date will be subject to a prepayment fee of (a)5.0% of the principal amount of the 2031 Term Loans so prepaid, plus the amount of interest that would have accrued on such prepaid amount through the first anniversary of the Term A Funding Date, if paid on or prior to such first anniversary; (b)4.0% of the principal amount of the 2031 Term Loans so prepaid if paid after the first anniversary and on or prior to the second anniversary of the Term A Funding Date; (c)3.0% of the principal amount of the 2031 Term Loans so prepaid if paid after the second anniversary and on or prior to the third anniversary of the Term A Funding Date; and (d)0.0% of the principal amount of the 2031 Term Loans so prepaid if paid after the third anniversary of the Term A Funding Date.

Upon the earliest to occur of (i) the maturity date, (ii) the acceleration of the 2031 Term Loans or (iii) the prepayment of the 2031 Term Loans, the Company is also required to pay a final fee equal to 4.0% of the aggregate principal amount of the 2031 Term Loans funded (the “Final Fee”) (or, in the event of a partial voluntary prepayment, the aggregate principal amount of the 2031 Term Loans subject to such prepayment). The Final Fee increases to 10.0% if the Company begins an insolvency proceeding and receives debtor-in-possession financing from certain financiers. The Final Fee premium is being accreted through a charge to interest expense.

The 2031 Term Loans are secured by a lien on substantially all of the Company’s assets, including intellectual property, subject to certain exclusions and exceptions. The 2031 Loan Agreement contains customary representations and warranties, affirmative and negative covenants and events of default, including a financial covenant requiring the Company to maintain minimum liquidity of $15.0 million, which may increase based on certain circumstances, including an increase to 50% of the aggregate principal amount of the funded 2031 Term Loans if the Company’s market capitalization (as defined in the 2031 Loan Agreement) is $130.0 million or less prior to the funding of the Term B Loan and $160.0 million thereafter. The Company was in compliance with the applicable covenants as of September 30, 2026.

The Term A Loan contains an embedded derivative that was bifurcated from the debt host instrument and is accounted for separately at fair value. The embedded derivative is remeasured at fair value at each reporting date, with changes in fair value recognized in earnings. The fair value of the embedded derivative was $0.5 million at issuance and as of September 30, 2026.

The Company is required to pay a facility fee equal to 1.5% of the aggregate principal amount of each Term Loan funded on the applicable funding date. In connection with the closing of Term A Loan, the Company incurred$3.4 million of debt discount and issuance costs, consisting of a$0.5 million debt discount attributable to the embedded derivative and$2.9 million of financing fees and other issuance costs, including$0.3 million allocated to the Term B Loan. Of the total amount,$3.1 million was allocated to the Term A Loan and was recorded as a reduction to the carrying value of the 2031 Term Loans on the condensed consolidated balance sheets. The discount and issuance costs are amortized into interest expense using the effective interest method over thefive-year contractual term, resulting in an effective interest rate of 13.6% as of September 30, 2026. Until the Term B Loan is drawn, the associated debt issuance costs are deferred as assets and amortized into interest expense using the straight-line method from August 14, 2026 through April 30, 2028. For the three and nine months ended September 30, 2026, interest expense on the 2031 Term Loans was$0.9 million.

Assuming the September 30, 2026 interest rate of 11.2%, future payments on the 2031 Term Loans as of September 30, 2026 are as follows:

2029 Term Loan

On May 8, 2024, the Company entered into a senior secured term loan facility (the “2029 Term Loan”) and received proceeds, net of the original issuance discount, of$37.5 million. The net proceeds were used by the Company as part of the full repayment of the$250.0 million aggregate principal amount ofthe senior secured term loan facility that the Company entered into on January 5, 2022 (as amended, the “2027 Term Loans”).

The 2029 Term Loan was scheduled to mature on May 8, 2029, and bore interest at an annual rate equal to three-month SOFR plus 8.0%, with interest-only payments due quarterly. Interest expense on the 2029 Term Loan was $0.7 million and $3.1 million for the three and nine months ended September 30, 2026, and $1.3 million and $3.9 million for the three and nine months ended September 30, 2025, respectively.

On August 14, 2026, in connection with entering into the 2031 Term Loans, the Company repaid in full all outstanding indebtedness and terminated all commitments under the 2029 Term Loan. The transaction was accounted for as an extinguishment of debt. The August 14, 2026 payoff amount of$41.2 million included principal repayment in full, accrued interest, a 5.0% prepayment premium fee of the principal amount and lender fees. During the quarter ended September 30, 2026, the Company recorded a$3.4 million loss on debt extinguishment in the condensed consolidated statements of operations for continuing operations for the payoff of the 2029 Term Loan, which included the write-off of the remaining debt discount and debt issuance costs, the prepayment premium fee, and lender fees.

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 September 30, 2026.

The Revenue Purchase and Sale Agreement contains an embedded derivative that meets the criteria to be bifurcated and accountedfor 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. In connection with the UDENYCA Buy-out, the unamortized portion of the discount and issuance costs related to UDENYCA was derecognized. The effective interest rate was 25.5% for the LOQTORZI portion at September 30, 2026. For additional details on the Royalty Fee Derivative Liability, see Note 3. Fair Value Measurements.

A summary of the revenue participation liability is as follows:

The following table summarizes the activity within the revenue participation liability for the periods presented:

1.5%** Convertible Senior Subordinated Notes due 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 accrued interest at a rate of 1.5% per annum, payable semi-annually in arrears on April 15 and October 15 of each year and matured on April 15, 2026.

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, between the Company and U.S. Bank Trust Company, National Association, 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. In connection with the repurchases, the Company recorded a $4.7 million loss on debt extinguishment which is classified within discontinued operations in the condensed consolidated statements of operations for the three and nine months ended September 30, 2025. The charge included the write-off of the remaining debt discount and debt issuance costs and related transaction fees. The 2026 Convertible Notes were fully repaid in April 2026 at maturity.

The annual effective interest rate was 2.1% for the 2026 Convertible Notes, and the following table presents the components of interest expense which have been presented within discontinued operations:

9. Commitments and Contingencies

Purchase Commitments

The Company entered into agreements with certain vendors to secure raw materials and certain contract manufacturing organizations (“CMOs”) to manufacture products. As of September 30, 2026, the Company had $5.3 million of non-cancelable purchase commitments, consisting of $1.6 million for the fourth quarter of 2026 and $3.7 million for 2027.

In connection with the divestiture of the UDENYCA Business, the Company has 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 pay Accord for replacing certain inventory in specified circumstances. The Company’s maximum potential exposure under this obligation is approximately $5.9 million. As of September 30, 2026, no amounts have been recorded in the condensed consolidated financial statements related to this matter. The Company will continue to assess this matter each reporting period and recognize a liability at such time as reimbursement is required.

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. The Company has not received any material claims or been required to defend any action related to its

indemnification obligations. However, the Company may record charges in the future 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

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.

Income Tax Matters

The Company’s 2023 tax year is currently under examination by the Internal Revenue Service. The Company is currently evaluating the scope and potential outcomes of the tax audit.

Contingent Value Rights

On August 17, 2026, the Company declared a special dividend of contingent value rights (“Biosimilar CVRs”). The Biosimilar CVRs were distributed on a pro rata basis to stockholders of record of the Company’s common stock as of September 30, 2026 (the “Record Date”). Each Biosimilar CVR represents the right to receive a pro rata share of any net cash proceeds, and the net cash value of any other consideration, actually received by the Company from third parties in connection with the sale, license or other disposition of the remaining assets associated with the Company’s former biosimilars business, including patents and intellectual property, royalties under an existing license agreement, cell lines, and related materials such as laboratory notebooks, regulatory filings, and product samples (collectively, the “Legacy BioSim Assets”). The Company has initiated the process to market and sell the Legacy BioSim Assets and has retained Oppenheimer & Co. Inc. to serve as its financial advisor in connection with the sale.

Biosimilar CVR payments, if any, will be calculated based on net cash proceeds actually received by the Company related to the Legacy BioSim Assets during the Biosimilar CVR term, which begins on October 7, 2026 and ends on October 7, 2028. The 2031 Loan Agreement contains certain restrictions on the disposition of the Legacy BioSim Assets and payments under the Biosimilar CVR agreement.

No material amounts have been recorded in the accompanying condensed consolidated financial statements related to the Biosimilar CVRs as of September 30, 2026.

10. Stockholders’ Equity

Sales Agreements

On November 8, 2022, the Company entered into a sales agreement, as amended, with Cowen and Company, LLC (“TD Cowen”) (“TD Cowen Sales Agreement”), pursuant to which (and subject to applicable law) the Company could 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 TD Cowen Sales Agreement. No shares were sold under the TD Cowen Sales Agreement during the nine months ended September 30, 2026 or 2025. As of August 28, 2026, the Company terminated the TD Cowen Sales Agreement.

On August 28, 2026, the Company entered into a sales agreement with Leerink Partners LLC (“Leerink”) (“Leerink Sales Agreement”), pursuant to which (and subject to applicable law) the Company may offer and sell from time to time up to$50.0 million of its common stock, through or to Leerink as the Company’s sales agent or principal under the Leerink Sales Agreement. There wereno shares sold under the Leerink Sales Agreement during the three and nine months ended September 30, 2026. As of September 30, 2026, the Company had $50.0 million of its common stock remaining available for sales under the Leerink Sales Agreement.

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 and (ii) warrants (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 purchase price of $8.0 million (collectively, the “Private Placement”) and net proceeds were $7.9 million. The PIPE Warrants may be exercised at any time on or before October 21, 2030. There wasno exercise activity during the nine months ended September 30, 2026, and all PIPE Warrants remained outstanding as of September 30, 2026. The PIPE Warrants are subject to appropriate adjustment in the event of share dividends, stock splits, reorganizations or similar events affecting our common stock.

The Company determined that the PIPE Warrants issued to investors are indexed to its own stock and meet the requirements for equity classification. Accordingly, the fair value of the PIPE Warrants was recorded as a component of additional paid-in capital within stockholders’ equity and is not subject to subsequent remeasurement.

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 to the Underwriters (the “Public 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 Public 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.

During the three months ended March 31, 2026, the Company completed the sale and issuance of 32,890,000 Offering Shares, which included all the Optional Shares. The Company received net proceeds of $53.6 million, after deducting the Underwriters’ discounts and commissions and offering expenses payable by the Company.

11. Stock-Based Compensation

On May 29, 2026 (the “modification date”), the Company’s stockholders approved a one-time option repricing (the “Repricing”) of certain outstanding stock options (“Eligible Options”) granted under the Amended and Restated 2014 Equity Incentive Award Plan (the “2014 Plan”) and the 2016 Employment Commencement Incentive Plan (the “2016 Plan”). The Repricing was eligible to current employees, including executive officers, and certain consultants, but explicitly excluded non-employee directors. Only options with an original exercise price of $5.00 or higher were included in the Repricing. The pool of Eligible Options were granted from 2016 through 2023 and carried per-share exercise prices ranging from $5.44 to $30.98. The Company pursued the Repricing to restore the retention and motivational value of these underwater options without causing the equity dilution or cash expenditures associated with alternative compensation structures.

As of the modification date, the total number of shares underlying the Eligible Options was 8,907,542. These options were automatically repriced to the closing price on the date of stockholder approval of $1.59 per share. Additionally, the contractual term of all Eligible Options was extended to 10 years from the modification date.

If a holder terminates service or exercises an Eligible Option prior to theone-year retention date of May 29, 2027, the exercise price will automatically revert to its original exercise price, except as otherwise determined by the Company’s Board or Compensation Committee. Except for the reduction in exercise price and the extension of the contractual term, all other original terms and conditions of the options remain unchanged.

The incremental fair value associated with the Repricing was $6.3 million, as determined using the Black-Scholes model. This amount is being recognized as stock-based compensation expense on a straight-line basis through May 29, 2027, the end of the retention period, subject to adjustment for forfeitures. For the three and nine months ended September 30, 2026, the Company recognized incremental stock-based compensation expense of $1.5 million and $2.0 million, respectively, associated with the Repricing.

The following table summarizes the classification of stock-based compensation expense in the Company’s condensed consolidated statements of operations related to employees and non-employees:

12. Net Income (Loss) Per Share

Basic net loss per share is calculated by dividing the net loss by the weighted-average number of shares of common stock outstanding for the period, without consideration for potential dilutive common shares. 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.

The following table sets forth the computation of the basic and diluted net income (loss) per share:

For the three and nine months ended September 30, 2026, 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 loss 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.

The following outstanding dilutive potential shares were excluded from the calculation of diluted net income (loss) per share due to their anti-dilutive effect:

In connection with the Surface Acquisition, the Company entered into the Contingent Value Rights Agreement, dated September 8, 2023, by and among the Company and Computershare Inc. and its affiliate Computershare Trust Company, N.A., together, as the rights agent thereunder (the “Surface CVR Agreement”). The amounts in the table above exclude any shares contingently issuable pursuant to the Surface CVR Agreement because the conditions that could result in a payment becoming due were not met.