Coherus Oncology, Inc.

Comparison of Three and Nine Months Ended September 30, 2026 and 2025

Revenue

The increases in LOQTORZI net revenue for the three and nine months ended September 30, 2026, compared to the same periods in the prior year, were driven primarily by volume growth of LOQTORZI.

We expect net revenue from continuing operations in 2026 to be higher than in 2025 because of continued growth of LOQTORZI.

Cost of Goods Sold

The increases in cost of goods sold from continuing operations for the three and nine months ended September 30, 2026, compared to the same periods in the prior year, were primarily due to volume growth of LOQTORZI.

We expect cost of goods sold from continuing operations for 2026 to be higher than 2025 because of continued growth of LOQTORZI.

Research and Development Expense

The reduction in internal costs for the three months ended September 30, 2026 includes a $1.0 million decrease in employee-related costs including stock-based compensation. The reduction in internal costs for the nine months ended September 30, 2026 includes a $4.5 million decrease in employee-related costs, including stock-based compensation, and a $2.6 million decrease in facilities, supplies, material and other infrastructure costs.

We expect our fixed research and development expenses in 2026 to be lower than in 2025 primarily due to lower expenditures on manufacturing-related development activities and reduced headcount.

Selling, General and Administrative Expense

The decrease in selling, general and administrative expenses from continuing operations in the three months ended September 30, 2026 was driven by a $2.1 million reduction from lower average headcount and reduced operating costs following our 2025 exit from the biosimilar business. In addition, the third quarter of 2025 included a net impairment charge of $1.6 million, consisting of the write-off of the $2.1 million net carrying value of the out-license intangible asset, partially offset by a $0.5 million benefit from the final remeasurement of the Surface CVR liability related to GSK4381562 to its fair value of zero (see Note 5. Balance Sheet Components).

The decrease in selling, general and administrative expenses from continuing operations in the nine months ended September 30, 2026 was primarily driven by a lower average headcount and reduced operating costs following our 2025 exit from the biosimilar business. Employee-related costs, including stock-based compensation, decreased by $5.2 million, professional fees decreased by $3.5 million, and facilities, supplies and materials and other infrastructure related expenses decreased by $1.4 million during the period. Additionally, the nine months ended September 30, 2025 included the net impairment charge of $1.6 million relating to the write-off of the net carrying value of the out-license intangible asset and the final remeasurement of the Surface CVR liability related to GSK4381562.

We expect our selling, general and administrative expense from continuing operations for the full year 2026 to be lower than the full year 2025 primarily as a result of decreased operating costs and headcount.

Interest Expense

Interest expense from continuing operations for the three and nine months ended September 30, 2026 and 2025 was comparable to the same periods in the prior year and primarily consisted of interest expense related to the LOQTORZI portion of the Revenue Purchase and Sale Agreement, the $38.7 million 2029 Term Loan through its repayment on August 14, 2026, and the $55.0 million 2031 Term Loans beginning on August 14, 2026.

We expect interest expense from continuing operations to be slightly higher in 2026 as compared to 2025.

Loss on Debt Extinguishment

Loss on debt extinguishment from continuing operations for the three and nine months ended September 30, 2026 related to our full repayment of the 2029 Term Loan on August 14, 2026 and comprisesa 5.0% prepayment premium fee, lender fees, and the non-cash write-off of the remaining debt discount and debt issuance costs.

Other Income (Expense), Net

Other income (expense), net from continuing operations for the three and nine months ended September 30, 2026 changed unfavorably compared to the same periods in the prior year by $1.2 million and $1.6 million, respectively, primarily due to lower total interest and investment income. In addition, the nine-month period included a $0.8 million charge for the LOQTORZI Royalty Fee Derivative Liability adjustment in the first quarter of 2025.

Net Income (Loss) from Discontinued Operations, net of tax

The reductions in net income from discontinued operations, net of tax compared to the prior year periods were primarily due to the $338.7 million net gain on the UDENYCA Sale recognized in 2025 and lower net revenue in 2026 driven by the UDENYCA Sale, partially offset by the $10.3 million charge in 2025 for loss on debt extinguishment related to the 2026 Convertible Notes and the UDENYCA Buy-out, lower cost of goods sold and selling, general and administrative expense, and no discontinued operations interest expense in 2026. Total net revenues attributable to our divested products, UDENYCA, CIMERLI and YUSIMRY, which are reflected in discontinued operations, were $0.0 million and $10.7 million for the three months ended September 30, 2026 and 2025, respectively, and $11.9 million and $65.9 million during the nine months ended September 30, 2026 and 2025, respectively. For the nine months ended September 30, 2026, net revenue was primarily driven by favorable adjustments to prior period estimates.

In addition, the decrease in net income from discontinued operations for the nine-month period was partially offset by an $11.8 million charge in the first quarter of 2025 for the change in fair value of the Royalty Fee Derivative Liability related to UDENYCA.

Liquidity and Capital Resources

Certain relevant measures of our liquidity and capital resources are summarized as follows:

As of September 30, 2026, we had cash, cash equivalents and marketable securities that totaled $83.6 million and an accumulated deficit of $1.5 billion. We currently have one commercial product, LOQTORZI, which generated $14.0 million in net revenues during the three months ended September 30, 2026. Cash in excess of immediate requirements is invested in accordance with our investment policy, primarily with a view to liquidity and capital preservation. As of September 30, 2026, our cash, cash equivalents and marketable securities were primarily held in money market accounts, commercial paper and corporate notes, and U.S. treasury securities. We have funded our operations primarily through the sale of our common stock, issuance and incurrence of debt, the Revenue Purchase and Sale Agreement, proceeds from the Sale Transactions and sales of our products.

The following is a summary of recent key liquidity events and financing transactions:

The 2031 Term Loans accrue interest at a floating per annum rate equal to 4.15% plus the greater of (i) the Prime Rate and (ii) 6.75%. Payments are interest-only for 36 months commencing September 1, 2026, extendable to 48 months if we achieve the Term B Milestone before August 14, 2029, followed by equal monthly payments of principal and interest through maturity on August 14, 2031. A Final Fee of 4.0% of the aggregate principal amount funded is due at maturity or upon earlier prepayment or acceleration. If we achieve the Term B Milestone, we may draw the $25.0 million Term B Loan from September 1, 2027 through April 30, 2028. The 2031 Loan Agreement also requires us to maintain minimum levels of unrestricted cash in collateral accounts.

See “Note 8. Financial Liabilities” in the Notes to Condensed Consolidated Financial Statements contained in Part I, Item 1 of this Quarterly Report on Form 10-Q.

Going Concern

Based on our current operating plan and available liquidity, we may exhaust our existing cash resources within one year after the date that these unaudited condensed consolidated financial statements are issued unless we generate additional cash flows from operations, raise additional capital, implement further cost-reduction measures or other strategic actions, or achieve a combination of these actions. In addition, we expect we 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 our existing product candidates. The continuation of our 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, we evaluated whether there are conditions and events, considered in the aggregate, that raise substantial doubt about our 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 our plans sufficiently alleviates substantial doubt about our 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 from the Intas Parties, accelerating LOQTORZI sales, and raising additional equity capital as needed.

The Net Sales reported to us by the Intas Parties from July 1, 2025 through September 30, 2026 came very close to meeting the threshold for the first Earnout Payment, with the “true-up” process ongoing. We are exercising our audit and other contractual rights to assess the Intas Parties’ report.

After considering these plans and the guidance within ASC 205-40, we concluded that substantial doubt about our 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 our evaluation, management excluded certain elements of our operating plan that were not entirely within our control or otherwise could not be considered probable. These included the potential future receipt of either Earnout Payment, funding from future equity or debt and other plans that have not been fully implemented as of the date the financial statements are issued.

Our expected future operating losses and negative cash flows, together with our need for additional funding to support planned operations, raise substantial doubt about our ability to continue as a going concern for a period of one year after the date that these 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 we are unable to continue as a going concern.

Further, our operating plan and needs for additional funds may change. There can be no assurance that such efforts to obtain additional financing will be successful or that, if they are successful, the terms and conditions of such financing will be favorable. Our future funding requirements will depend on many factors, including the following:

For further discussion of risks related to our financial condition and capital requirements, see “Risk Factors— Risks Related to Our Financial Condition and Capital Requirements.”

Contingent Milestones

We have obligations to make future payments to third parties that become due and payable upon the achievement of certain development, regulatory and commercial milestones (such as clinical trial achievements, the filing of a Biologics License Application (“BLA”), approval by the FDA or product launch). These milestone payments and other similar fees are contingent upon future events and therefore are only recorded when it becomes probable that a milestone will be achieved or other applicable criteria will be met. Because the achievement of these milestones had not reached the threshold for recognition as of September 30, 2026, such contingencies were not recorded in our financial statements.

The following presents a summary of our active partnerships and collaborations that have material contingent regulatory and sales milestones as of September 30, 2026:

Contingent Value Rights

Biosimilar CVRs

On August 17, 2026, we declared a special dividend of Biosimilar CVRs on a pro rata basis to stockholders of record on the Record Date of September 30, 2026. These non-transferable Biosimilar CVRs may entitle holders to receive future cash payments based on net proceeds received from specified Legacy BioSim Assets, less permitted deductions in accordance with the Biosimilar CVR agreement. We have initiated the process to market and sell the Legacy BioSim Assets. Any payments under the Biosimilar CVRs are uncertain and depend on future monetization activities involving those assets. No material amounts have been recorded in the accompanying condensed consolidated financial statements related to the Biosimilar CVRs as of September 30, 2026.

Surface CVRs

As of September 30, 2026, the remaining contingent value rights associated with the Surface Acquisition (“Surface CVRs”) consisted of the CVRs related to our receipt of any upfront payments pursuant to ex-U.S. licensing agreements for casdozokitug or tagmokitug. Potential payments under the Surface CVRs are only due if we first receive upfront payments pursuant to ex-U.S. licensing agreements, less any permitted deductions in accordance with the Surface CVR Agreement. Payments to Surface CVR holders can be in the form of cash, stock or a combination of cash and stock.

Other Commitments

Transition service agreements

Since certain contracts with third parties related to the divested biosimilar businesses could not immediately be transitioned to the buyers in the Sale Transactions at the respective divestiture dates, generally because the contracts did not allow for assignment, we remained a legal party to transactions occurring after the closings, often functioning as an agent on behalf of the buyer. These transactions are presented within TSA receivables, net and TSA payables and accrued liabilities in the condensed consolidated balance sheets, and they generally do not have a net effect on the condensed consolidated statements of operations. The use of cash to settle TSA payables and accrued liabilities is expected to occur over the remainder of 2026 and 2027. The CIMERLI and YUSIMRY TSAs were substantially completed as of December 31, 2025.

In addition, in connection with the divestiture of the UDENYCA Business, we have certain contractual obligations related to inventory replacement under a legacy customer agreement. Pursuant to the terms of that agreement, we may be required to pay Accord for replacing certain inventory in specified circumstances. Our 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. We will continue to assess this matter each reporting period and recognize a liability at such time as reimbursement is required.

Non-cancelable purchase commitments

We enter into contracts in the normal course of business with third-party contract research organizations (“CROs”) for preclinical research studies and clinical trials, research supplies and other services and products for operating purposes. We have also entered into agreements with several CMOs for the manufacture of our commercial product and clinical drug supply. Our non-cancelable purchase commitments as of September 30, 2026 were $5.3 million, as outlined in Note 9. Commitments and Contingencies in the Notes to Condensed Consolidated Financial Statements contained in Part I, Item 1 of this Quarterly Report on Form 10-Q.

Leases

There have been no significant changes to our leases during the nine months ended September 30, 2026, as compared to the disclosure in our 2025 Form 10-K.

Summary Statement of Cash Flows

The following table summarizes our cash flows for discontinued and continuing operations on a combined basis as follows:** **

Net cash used in operating activities

Adjustments to the $98.3 million net loss to arrive at operating cash flows for the nine months ended September 30, 2026 included the non-cash release of biosimilar revenue related reserves of $13.1 million, non-cash stock-based compensation expense of $8.7 million, loss on debt extinguishment of $3.4 million, and non-cash depreciation and amortization of $2.6 million. Other key drivers of operating cash flows for the nine months ended September 30, 2026 included transactions related to discontinued operations discussed below and a $10.9 million use of cash for inventory, primarily related to LOQTORZI.

Adjustments to the $205.7 million net income to arrive at operating cash flows for the nine months ended September 30, 2025 included the gain on Sale Transactions of $338.7 million to reflect that transaction as an investing activity, non-cash stock-based compensation expense of $14.2 million, non-cash change in fair value of derivatives of $12.6 million, loss on debt extinguishment of $10.3 million and non-cash depreciation and amortization of $3.0 million. Other key drivers of operating cash flows for the nine months ended September 30, 2025 were primarily related to the discontinued operations and are discussed below.

Net cash provided by investing activities

Cash provided by investing activities of $52.7 million for the nine months ended September 30, 2026 was primarily due to $104.1 million cash received from maturities of investments, offset by $50.3 million purchases of investments in marketable securities.

Cash provided by investing activities of $377.9 million for the nine months ended September 30, 2025 was primarily due to $483.4 million cash received for the UDENYCA Sale, partially offset by $89.6 million in purchases of investments in marketable securities, the second out of two $12.5 million milestone payments to Junshi Biosciences and $4.7 million

in retention bonus payments in connection with the CIMERLI Sale.

Net cash provided by (used in) financing activities

Cash provided by financing activities of $65.8 million for the nine months ended September 30, 2026 was mainly due to net proceeds of $53.7 million from issuance of common stock in connection with our Public Offering in the first quarter of 2026 and net proceeds of $52.7 million from the 2031 Term Loans, partially offset by $40.7 million for the full repayment of the 2029 Term Loan (excluding interest which is presented as an operating activity).

Cash used in financing activities of $281.8 million for the nine months ended September 30, 2025 was due to $233.2 million for repayment of the 2026 Convertible Notes and $47.7 million for the UDENYCA Buy-out.

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.

Critical Accounting Policies and Significant Judgments and Estimates

The preparation of our condensed consolidated financial statements in accordance with U.S. GAAP requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements, as well as the reported revenue generated and expense incurred during the reporting periods. Our estimates are based on our historical experience and on various other factors that we believe to be reasonable under the circumstances. These estimates form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources.

There have been no significant changes to our critical accounting estimates during the nine months ended September 30, 2026, as compared to the critical accounting estimates described in our 2025 Form 10-K. We believe that the critical accounting estimates discussed in the 2025 Form 10-K are meaningful to understanding our historical and future performance, as these estimates relate to the more significant areas involving management’s judgments and assumptions.

Recent Accounting Pronouncements

For a description of the impact of recent accounting pronouncements, see Note 1. Organization and Summary of Significant Accounting Policies in the Notes to Condensed Consolidated Financial Statements contained in Part I, Item 1 of this Quarterly Report on Form 10-Q.