Coherus Oncology, Inc.

Previous wording

Comparison of Three Months Ended March 31, 2025 and 2024

Current wording

Comparison of Three and Six Months Ended June 30, 2025 and 2024

Previous wording

The increase in net revenue for the three months ended March 31, 2025 compared to the three months ended March 31, 2024 was primarily due to higher volume of LOQTORZI, which launched in December 2023.

Current wording

The increase in LOQTORZI net revenue for the three and six months ended June 30, 2025 compared to the same periods in the prior year was due to volume growth of LOQTORZI, which launched in December 2023. Other revenue decreased in the three and six months ended June 30, 2025 compared to the prior year periods due to $6.3 million forthe sale of rights to commercialize toripalimab within Canada on June 27, 2024.

Previous wording

The increase in cost of goods sold from continuing operations for the three months ended March 31, 2025 compared to the same period in the prior year was primarily due to higher demand of LOQTORZI, which launched in December 2023.

Current wording

The increase in cost of goods sold from continuing operations for the three and six months ended June 30, 2025 compared to the same periods in the prior year was primarily due to volume growth of LOQTORZI, which launched in December 2023.

Previous wording

The decrease in research and development expense from continuing operations in the three months ended March 31, 2025 compared to the prior period was primarily due to the following:

Current wording

The increase in research and development expense from continuing operations in the three months ended June 30, 2025 compared to the prior period was primarily due to the following:

Previous wording

The decrease in selling, general and administrative expense from continuing operations in the three months ended March 31, 2025 was primarily due to the $6.8 million net impairment charge in the first quarter of 2024 relating to the write-off of the net carrying value of the out-license intangible asset of $10.6 million and the final remeasurement of the CVR liability of $3.8 million related to NZV930 to its fair value of zero, lower professional fees of $3.1 million, a lower average headcount which resulted in reductions of $2.2 million in employee-related costs and $1.2 million in stock-based compensation.

Current wording

The decrease in selling, general and administrative expense from continuing operations in the six months ended June 30, 2025 was primarily due to the $6.8 million net impairment charge in the first quarter of 2024 relating to the write-off of the net carrying value of the out-license intangible asset of $10.6 million and the final remeasurement of the CVR liability of $3.8 million related to NZV930 to its fair value of zero, a lower average headcount which resulted in reductions of $5.5 million in employee-related costs including stock-based compensation, lower professional fees of $2.2 millionand a reduction of $1.3 million in facilities, supplies and materials and other infrastructure related expenses to support our commercial infrastructure.

Previous wording

The decrease in interest expense from continuing operations in the three months ended March 31, 2025 was primarily due to prepaying the remaining $75.0 million of the principal amount due under the 2027 Term Loans on May 8, 2024, partially offset by new interest on the $38.7 million 2029 Term Loan and the LOQTORZI portion of the Revenue Purchase and Sale Agreement, each commencing May 8, 2024.

Current wording

The decrease in interest expense from continuing operations in the three and six months ended June 30, 2025 was primarily due to prepaying the remaining $75.0 million of the principal amount due under the 2027 Term Loans on May 8, 2024, partially offset by new interest on the $38.7 million 2029 Term Loan and the LOQTORZI portion of the Revenue Purchase and Sale Agreement, each commencing May 8, 2024.

Previous wording

Interest expense from discontinued operations was $3.0 million and $8.0 million in the three months ended March 31, 2025 and 2024, respectively, and related to the 2026 Convertible Notes, the UDENYCA portion of the Revenue Purchase and Sale Agreement, and $175.0 million of the $250.0 million principal amount due under the 2027 Term Loans.

Current wording

Interest expense from discontinued operations was $0.5 million and $1.3 million in the three months ended June 30, 2025 and 2024, respectively, and $3.5 million and $9.3 million in the six months ended June 30, 2025 and 2024, respectively, and related to the 2026 Convertible Notes, the UDENYCA portion of the Revenue Purchase and Sale Agreement, and $175.0 million of the $250.0 million principal amount due under the 2027 Term Loans.

Previous wording

Other income (expense), net from continuing operations in the three months ended March 31, 2025 changed unfavorably compared to the same period in the prior year primarily due to the decrease in foreign exchange gains of $1.0 million, the change in fair value of the LOQTORZI Royalty Fee Derivative Liability of $0.8 million, and the reduction in investment and interest income of $0.5 million.

Current wording

Other income (expense), net from continuing operations in the six months ended June 30, 2025 changed unfavorably compared to the same period in the prior year primarily due to a decrease in foreign exchange gains of $1.0 million, a reduction of certain TSA reimbursements classified in other income of $1.0 million, and the change in fair value of the LOQTORZI Royalty Fee Derivative Liability of $0.8 million, partially offset by an increase in interest income of $1.6 million.

Previous wording

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

Current wording

Net Income from Discontinued Operations, net of tax

Previous wording

We have funded our operations primarily through sales of our common stock, issuance and incurrence of convertible and term debt, the Revenue Purchase and Sale Agreement, the Sale Transactions and sales of our products. The following is a summary of recent liquidity events and financing transactions:

Current wording

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

Previous wording

We believe that our available cash and cash equivalents, cash collected from divestitures, product sales, and ATM Offering proceeds received to date will be sufficient to fund our planned expenditures and meet our obligations for at least the twelve months following our financial statement issuance date.

Current wording

We believe that our available cash, cash equivalents and marketable securities, product sales, and ATM Offering proceeds received to date will be sufficient to fund our planned expenditures and meet our obligations for at least the twelve months following our financial statement issuance date.

Previous wording

The following presents a summary of our active partnerships and collaborations that have contingent regulatory and sales milestones as of March 31, 2025:

Current wording

The following presents a summary of our active partnerships and collaborations that have material contingent regulatory and sales milestones as of June 30, 2025:

Previous wording

We have recorded a contingent consideration liability for the fair value of the potential payments under the CVR Agreement in connection with the Surface Acquisition. These potential payments during the 10-year period following September 8, 2023 are only due if wefirst receive milestone- or royalty-based payments under certain license agreements or upfront payments pursuant to ex-U.S. licensing agreements. Payments can be in the form of cash, stock or a combination of cash and stock. The CVR liability associated with GSK and contingent consideration are recorded in other liabilities, non-current on the condensed consolidated balance sheets at March 31, 2025.

Current wording

We have recorded a contingent consideration liability for the fair value of the potential payments under the CVR Agreement in connection with the Surface Acquisition, which as of June 30, 2025, consisted of the CVR associated with GlaxoSmithKline Intellectual Property No. 4 Limited. Unless terminated earlier, the GSK Agreement expires on a licensed product-by-licensed product and country-by-country basis on the later of ten years from the date of first commercial sale or when there is no longer a valid patent claim or regulatory exclusivity covering such licensed product in such country. The potential payments are only due if wefirst receive milestone- or royalty-based payments under certain license agreements or upfront payments pursuant to ex-U.S. licensing agreements. Payments to CVR holders can be in the form of cash, stock or a combination of cash and stock. The CVR liability is recorded in other liabilities, non-current on the condensed consolidated balance sheet at June 30, 2025.

Previous wording

We enter into contracts in the normal course of business with 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 and clinical drug supply of our commercial and product candidates. Our non-cancelable purchase commitments as of March 31, 2025 were $59.0 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, and subsequent to March 31, 2025, $49.1 million of these purchase commitments was transferred to Intas in conjunction with the UDENYCA Sale.

Current wording

We enter into contracts in the normal course of business with 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 and clinical drug supply of our commercial and product candidates. Our non-cancelable purchase commitments as of June 30, 2025 were $8.5 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.

Previous wording

There have been no significant changes to our leases during the three months ended March 31, 2025, as compared to the discussion in our 2024 Form 10-K.

Current wording

There have been no significant changes to our leases during the six months ended June 30, 2025, as compared to the disclosure in our 2024 Form 10-K.

Previous wording

Cash used in operating activities of $25.8 million for the three months ended March 31, 2025 was primarily due to net loss of $56.6 million adjusted for non-cash items including change in fair value of derivatives of $12.6 million, stock-based compensation expense of $5.4 million, other non-cash adjustments of $1.9 million, and changes in our operating assets and liabilities of $10.9 million.

Current wording

cash items including change in fair value of derivatives of $12.6 million, stock-based compensation expense of $10.8 million, loss on debt extinguishment of $10.3 million and other non-cash adjustments of $4.6 million.

Previous wording

Cash used in operating activities of $46.8 million for the three months ended March 31, 2024 was primarily due to the net income of $102.9 million adjusted for non-cash items including stock-based compensation expense of $7.3 million, impairment of out-license asset net of CVR liability remeasurement of $6.8 million, and other non-cash adjustments of $1.3 million, partially offset by the net gain on Sale Transactions of $153.6 million and the changes in our operating assets and liabilities of $11.4 million.

Current wording

Cash provided by operating activities of $13.0 million for the six months ended June 30, 2024 was primarily due to net income of $90.0 million adjusted for changes in our operating assets and liabilities of $62.9 million, non-cash items including stock-based compensation expense of $14.6 million, loss on debt extinguishment of $12.6 million, impairment of out-license asset net of CVR liability remeasurement of $6.8 million, and other non-cash adjustments of $3.9 million, partially offset by the net gain on Sale Transactions of $177.7 million.

Previous wording

Net cash provided by (used in) financing activities

Current wording

Net cash provided by investing activities

Previous wording

Cash used in investing activities of $17.5 million for the three months ended March 31, 2025 was primarily due to a $12.5 million milestone payment in connection with the 2 nd Amendment with Junshi Biosciences and $4.7 million in retention bonus payments in connection with the CIMERLI Sale.

Current wording

Cash provided by investing activities of $445.2 million for the six months ended June 30, 2025 was primarily due to $483.4 million cash received for the UDENYCA Sale, partially offset by $20.7 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.

Previous wording

Cash provided by investing activities of $202.8 million for the three months ended March 31, 2024 was primarily due tocash proceeds of $187.8 million from the CIMERLI Sale, proceeds from sale of investments in marketable securities of $8.7 million, and proceeds from maturities of investments in marketable securities of $6.2 million.

Current wording

Cash provided by investing activities of $230.4 million for the six months ended June 30, 2024 was primarily due to cash proceeds of $187.8 million from the CIMERLI Sale, cash proceeds of $40.0 million from the YUSIMRY Sale, proceeds from sale of investments in marketable securities of $8.7 million, and proceeds from maturities of investments in marketable securities of $6.2 million, partially offset by the first of two $12.5 million milestone payments to Junshi Biosciences.

Previous wording

Net cash used in operating activities

Current wording

Net cash used in financing activities

Previous wording

Cash used in financing activities of $0.3 million for the three months ended March 31, 2025 was due to tax payments related to net share settlement of RSUs.

Current wording

Cash used in financing activities of $187.0 million for the six months ended June 30, 2024 was primarily due to $260.4 million in payments to fully repay the 2027 Term Loans (excluding interest which has been presented as an operating activity) and $2.5 million in tax payments related to net share settlement of RSUs. These payments were partially offset by $37.1 million of proceeds from the 2029 Term Loan, net of debt discount and issuance costs, $36.5 million of proceeds from the Revenue Purchase and Sale Agreement, net of issuance costs, and $1.5 million of proceeds from the ATM Offering, net of issuance costs.

Previous wording

Cash flows from continuing operations and discontinued operations are presented together in the condensed consolidated statement of cash flows. During the three months ended March 31, 2025, changes in operating assets and liabilities of discontinued operations were primarily due to an increase in inventory of $22.9 million. During the three months ended March 31, 2024, changes in operating assets and liabilities of discontinued operations resulted in a net cash inflow primarily due to a decrease in prepaid manufacturing of $10.0 million and a decrease in inventory of $2.4 million.

Current wording

Cash flows from continuing operations and discontinued operations have been presented together in the condensed consolidated statement of cash flows. During the six months ended June 30, 2025, operating cash flows of discontinued operations were primarily related to the adjustment for the net gain on UDENYCA Sale of $339.1 million, partially offset by a loss on debt extinguishment of $10.3 million. During the six months ended June 30, 2024, operating cash flows of discontinued operations were primarily related to the adjustment for the net gain on Sale Transactions of $177.7 million and an increase in UDENYCA inventory which resulted in a net cash outflow of $15.5 million.

Previous wording

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.

Current wording

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

Previous wording

There have been no significant changes to our critical accounting estimates during the three months ended March 31, 2025, as compared to the critical accounting estimates described in our 2024 Form 10-K. We believe that the critical accounting estimates discussed in the 2024 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.

Current wording

There have been no significant changes to our critical accounting estimates during the six months ended June 30, 2025, as compared to the critical accounting estimates described in our 2024 Form 10-K. We believe that the critical accounting estimates discussed in the 2024 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.