0001558370-24-003436 | 10-K | XBRL Viewer

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Stock-Based Compensation and Employee Benefits - Stock-Based Expense (Details) - USD ($) $ in Thousands	1 Months Ended	12 Months Ended
	Feb. 28, 2021	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Employee Service Share Based Compensation Allocation Of Recognized Period Costs
Stock-based compensation expense	$ 800	$ 43,110	$ 50,737	$ 51,364
Stock-based compensation expense capitalized into inventory		1,062	1,187	1,025
Cost of Goods Sold
Employee Service Share Based Compensation Allocation Of Recognized Period Costs
Stock-based compensation expense		632	736	1,099
Research and development
Employee Service Share Based Compensation Allocation Of Recognized Period Costs
Stock-based compensation expense		14,596	18,999	18,688
Selling, General and Administrative Expenses
Employee Service Share Based Compensation Allocation Of Recognized Period Costs
Stock-based compensation expense		$ 27,882	$ 31,002	$ 31,577

Organization and Summary of Significant Accounting Policies - Organization (Details) $ in Millions		12 Months Ended
	Mar. 01, 2024 USD ($)	Dec. 31, 2023 item product
Business Acquisition [Line Items]
Product pipeline, number of product candidates \| product		3
Number of reportable and operating segments \| item		1
Coherus Ophthalmology LLC \| CIMERLI Disposition Transaction \| Subsequent Event
Business Acquisition [Line Items]
Business combination consideration transferred	$ 170.0
Consideration transferred for CIMERLI product inventory and prepaid manufacturing assets	$ 17.8

Leases - Schedule of Balance Sheet Classification of Lease Liabilities (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Assets:
Operating leases	$ 5,912	$ 5,690
Operating Lease, Right-of-Use Asset, Statement of Financial Position [Extensible List]	Other Assets Noncurrent	Other Assets Noncurrent
Finance lease	$ 1,022	$ 2,584
Finance Lease, Right-of-Use Asset, Statement of Financial Position [Extensible List]	Property, Plant and Equipment, Net	Property, Plant and Equipment, Net
Total leased assets	$ 6,934	$ 8,274
Liabilities:
Operating lease liabilities, current	$ 1,424	$ 3,127
Operating Lease, Liability, Current, Statement of Financial Position [Extensible List]	Accrued Liabilities Current	Accrued Liabilities Current
Operating lease liability noncurrent	$ 4,977	$ 3,628
Operating Lease, Liability, Noncurrent, Statement of Financial Position [Extensible List]	Operating and Finance Lease, Liability, Noncurrent	Operating and Finance Lease, Liability, Noncurrent
Total operating lease liabilities	$ 6,401	$ 6,755
Finance lease liabilities, current	$ 721	$ 1,191
Finance Lease, Liability, Current, Statement of Financial Position [Extensible List]	Accrued Liabilities Current	Accrued Liabilities Current
Finance lease liabilities, non-current	$ 351	$ 1,418
Finance Lease, Liability, Noncurrent, Statement of Financial Position [Extensible List]	Other Liabilities Noncurrent	Other Liabilities Noncurrent
Total finance lease liabilities	$ 1,072	$ 2,609

Debt Obligations - Summary of Debt Obligations (Details) - Level 2 - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
2027 Term Loans
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Principal amount	$ 250,000	$ 250,000
Debt Instrument Unamortized Discount Premium And Debt Issuance Costs Net	(3,519)	(4,517)
Net Carrying Value	246,481	245,483
Estimated Fair Value	246,481	245,483
1.5% Convertible Senior Subordinated Notes due 2026
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Principal amount	230,000	230,000
Debt Instrument Unamortized Discount Premium And Debt Issuance Costs Net	(3,112)	(4,425)
Net Carrying Value	226,888	225,575
Estimated Fair Value	$ 150,155	$ 157,205

- Definition

Amount, after deduction of unamortized premium (discount) and debt issuance cost, of long-term debt. Excludes lease obligation.

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Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Consolidated Statements of Comprehensive Loss
Net loss	$ (237,892)	$ (291,754)	$ (287,100)
Other comprehensive income (loss):
Unrealized gain on available-for-sale securities, net of tax	2	22
Foreign currency translation adjustments, net of tax	(1)	(1)
Comprehensive loss	$ (237,891)	$ (291,733)	$ (287,100)

- Definition

Amount after tax of increase (decrease) in equity from transactions and other events and circumstances from net income and other comprehensive income. Excludes changes in equity resulting from investments by owners and distributions to owners.

+ References + Details

- Definition

The consolidated profit or loss for the period, net of income taxes, including the portion attributable to the noncontrolling interest.

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+ Details

Collaborations and Other Arrangements

12 Months Ended

Dec. 31, 2023

Collaborations and Other Arrangements

Collaborations and Other Arrangements

7.	Collaborations and Other Arrangements

In-Licensing Agreements

Junshi Biosciences

On February 1, 2021, the Company entered into the Collaboration Agreement with Junshi Biosciences for the co-development and commercialization of LOQTORZI, Junshi Biosciences’ anti-PD-1 antibody, in the United States and Canada.

Under the terms of the Collaboration Agreement, the Company paid $150.0 million upfront for exclusive rights to LOQTORZI in the United States and Canada, an option in these territories to Junshi Biosciences’ anti-TIGIT antibody CHS-006, an option in these territories to a next-generation engineered IL-2 cytokine, and certain negotiation rights to two undisclosed preclinical immuno-oncology drug candidates. The Company will have the right to conduct all commercial activities of LOQTORZI in the United States and Canada. The

Company will be obligated to pay Junshi Biosciences up to a 20% royalty on net sales of LOQTORZI and up to an aggregate $380.0 million in one-time payments for the achievement of various regulatory and sales milestones.

In March 2022, the Company paid $35.0 million for the exercise of its option to license CHS-006. Junshi Biosciences and the Company were jointly developing CHS-006 with each party responsible for the associated development costs as set forth in the Collaboration Agreement, however on January 10, 2024, the Company announced that it had delivered a notice of termination of the TIGIT Program (as defined in the Collaboration Agreement) to Junshi Biosciences pursuant to the Collaboration Agreement. The Company plans to continue to wind down work with Junshi Biosciences on the TIGIT Program pursuant to the termination. If the Company exercises its remaining option for the IL-2 cytokine, it will be obligated to pay Junshi Biosciences an additional option exercise fee of $35.0 million and an 18% royalty on net sales, up to $85.0 million for the achievement of certain regulatory approvals, and up to $170.0 million for the attainment of certain sales thresholds. Under the Collaboration Agreement, the Company retains the right to collaborate in the development of LOQTORZI and the other licensed compounds and will pay for a portion of these co-development activities up to a maximum of $25.0 million per licensed compound per year. Additionally, the Company is responsible for certain associated regulatory and technology transfer costs for LOQTORZI and other licensed compounds and will reimburse Junshi Biosciences for such costs.

The licensing transaction and the exercise of the option were accounted for as asset acquisitions under the relevant accounting rules. Research and development expenses recognized for obligations to Junshi Biosciences were $8.0 million, $68.5 million (inclusive of the $35.0 million option fee) and $175.4 million (inclusive of the upfront fee) in 2023, 2022, and 2021 respectively. In the consolidated balance sheets as of December 31, 2023 and 2022, the Company classified $26.3 million and $8.4 million, respectively, in accrued and other current liabilities and $6.3 million and $0 in accounts payable, respectively, related to the co-development, regulatory and technology transfer costs related to these programs.

On October 27, 2023, LOQTORZI was approved by the FDA in combination with cisplatin and gemcitabine for the first-line treatment of adults with metastatic or recurrent locally advanced NPC, and as monotherapy for the treatment of adults with recurrent, unresectable, or metastatic NPC with disease progression on or after platinum-containing chemotherapy. As of December 31, 2023, the Company has accrued a $25.0 million milestone payment to Junshi Biosciences, of which it expects to pay $12.5 million in the second quarter of 2024 and $12.5 million in the first quarter of 2025. This amount is a non-cash transaction which the Company has recognized in intangible assets, net and accrued and other current liabilities as of December 31, 2023. The accrued royalty obligation to Junshi Biosciences is immaterial as of December 31, 2023. The additional milestone payments, option fee for the 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 incurred.

In connection with the Collaboration Agreement, the Company entered into a stock purchase agreement dated February 1, 2021 (the “Stock Purchase Agreement”) with Junshi Biosciences agreeing, subject to customary conditions, to acquire certain equity interests in the Company. Pursuant to the Stock Purchase Agreement, on April 16, 2021, the Company issued 2,491,988 unregistered shares of its common stock to Junshi Biosciences, at a price per share of $20.06, for an aggregate amount of approximately $50.0 million in cash. Under the terms of the Stock Purchase Agreement, Junshi Biosciences was not permitted to sell, transfer, make any short sale of, or grant any option for the sale of the common stock for the two-year period following its effective date. The Collaboration Agreement and the Stock Purchase Agreement were negotiated concurrently and were therefore evaluated as a single agreement. The Company used the “Finnerty” and “Asian put” valuation models and determined the fair value for the discount for lack of marketability (“DLOM”) was $9.0 million at the date the shares were issued. The fair value of the DLOM was attributable to the Collaboration Agreement and was included as an offset against the research and development expense in the consolidated statements of operations for the year ended December 31, 2021.

Bioeq

On November 4, 2019, the Company entered into the Bioeq Agreement with Bioeq for the commercialization of a biosimilar version of ranibizumab (Lucentis) in certain dosage forms in both a vial and pre-filled syringe presentation. Under this agreement, Bioeq granted to the Company an exclusive, royalty-bearing license to commercialize the Bioeq Licensed Products in the field of ophthalmology (and any other approved labelled indication) in the United States. Bioeq will supply to the Company the Bioeq Licensed Products in accordance with terms and conditions specified in the agreement and a manufacturing and supply agreement to be executed by the parties in accordance therewith. The agreement’s initial term continues in effect for ten years after the first commercial sale of a Bioeq Licensed Product in the United States, and thereafter renews for an unlimited period of time unless otherwise terminated in accordance with its terms.

Bioeq will manufacture and supply the Bioeq Licensed Products to the Company in accordance with terms and conditions specified in the Bioeq Agreement and the Bioeq Manufacturing Agreement and will remain in force until the first to occur of the following: (1) the

termination of the Bioeq Agreement; (2) the exercise of a right to termination by the Company or Bioeq for a material breach of the other party that is not cured in accordance with the Bioeq Manufacturing Agreement; and (3) the exercise of a right to termination by Bioeq if invoices are not paid in full in accordance with the Bioeq Manufacturing Agreement.

Under the agreement, Bioeq was required to use commercially reasonable efforts to develop and obtain regulatory approval of the Bioeq Licensed Products in the United States in accordance with a development and manufacturing plan, and the Company was required to use commercially reasonable efforts to commercialize the Bioeq Licensed Products in accordance with a commercialization plan. Additionally, the Company was required to commit certain pre-launch and post-launch resources to the commercialization of the Bioeq Licensed Products for a limited time as specified in the agreement.

The Company accounted for the licensing transaction as an asset acquisition under the relevant accounting rules. The Company paid Bioeq an upfront and a milestone payment aggregating to €10 million ($11.1 million), which was recorded as research and development expense in the Company’s consolidated statements of operations in 2019. The terms of the Bioeq Agreement include an aggregate of up to €12.5 million in additional milestone payments in connection with the achievement of certain development and regulatory milestones with respect to the Bioeq Licensed Products in the United States including a €2.5 million milestone related to the FDA approval of the CIMERLI Section 351(k) BLA that was paid in 2022. The Company shares a percentage of gross profits on sales of Bioeq Licensed Products in the United States with Bioeq in the low- to mid-fifty percent range. Royalties due to Bioeq were $38.4 million and $2.9 million as of December 31, 2023 and 2022, respectively. The remaining milestone payments are contingent upon future events and, therefore, will be recorded when it becomes probable that a milestone will be achieved.

Adimab Development and Option Agreement

In October 2018, Surface and Adimab entered into the A&R Adimab Agreement, which amended and restated the Original Adimab Agreement, for the discovery and optimization of proprietary antibodies as potential therapeutic product candidates. Under the A&R Adimab Agreement, the Company will select biological targets against which Adimab will use its proprietary platform technology to research and develop antibody proteins using a mutually agreed upon research plan. The A&R Adimab Agreement, among other things, extended the discovery term of the Original Adimab Agreement, provided access to additional antibodies, and expanded the Company’s right to evaluate and use antibodies that were modified or derived using Adimab technology for diagnostic purposes.

Upon the Company’s selection of a target, the Company and Adimab will initiate a research plan and the discovery term begins. During the discovery term, Adimab will grant the Company a non-exclusive, non-sublicensable license under its technology with respect to the target, to research, design and preclinically develop and use antibodies that were modified or derived using Adimab technology, solely to evaluate such antibodies, perform the Company’s responsibilities under the research plan, and use such antibodies for certain diagnostic purposes. The Company also will grant to Adimab a non-exclusive, nontransferable license with respect to the target under the Company’s technology that covers or relates to such target, solely to perform its responsibilities under the research plan during the discovery period. The Company is required to pay Adimab at an agreed upon rate for its full-time employees during the discovery period while Adimab performs research on each target under the applicable research plan.

Adimab granted the Company the Research Option. In addition, Adimab granted the Company the Commercialization Option. Upon the exercise of a Commercialization Option, and payment of the applicable option fee to Adimab, Adimab will assign the Company the patents that cover the antibodies selected by such Commercialization Option. The Company will be required to use commercially reasonable efforts to develop, seek market approval of, and commercialize at least one antibody against the target covered by the Commercialization Option in specified markets upon the exercise of a Commercialization Option.

Under the A&R Adimab Agreement, the Company is obligated to make milestone payments and to pay specified fees upon the exercise of the Research Option or Commercialization Option. During the discovery term, the Company may be obligated to pay Adimab up to $0.3 million for technical milestones achieved against each biological target. Upon exercise of a Research Option, the Company is obligated to pay a nominal research maintenance fee on each of the next four anniversaries of the exercise. Upon the exercise of each Commercialization Option, the Company will be required to pay an option exercise fee of a low seven-digit dollar amount, and the Company may be responsible for milestone payments of up to an aggregate of $13.0 million for each licensed product that receives marketing approval. For any licensed product that is commercialized, the Company is obligated to pay Adimab tiered royalties of a low to mid single-digit percentage on worldwide net sales of such product. The Company may also partially exercise a Commercialization Option with respect to ten antibodies against a biological target by paying 65% of the option fee and later either (i) paying the balance and choosing additional antibodies for commercialization, up to the maximum number under the Commercialization Option, or (ii) foregoing the Commercialization Option entirely. For any Adimab diagnostic product that is used with or in connection with any compound or product other than a licensed antibody or licensed product, the Company is obligated to pay Adimab up to a low seven digits in regulatory milestone payments and low

single-digit royalties on net sales. No additional payment is due with respect to any companion diagnostic or any diagnostic product that does not contain any licensed antibody. Any payments payable to Adimab as a result of any product candidates being developed pursuant to the GSK Agreement, will be payable to Adimab directly by GSK.

The A&R Adimab Agreement will remain in effect until (a) the earlier of (i) the expiration of the Research and Commercialization Options (if they expire without exercise) and (ii) 12 months from the effective date without the Company providing materials that pass Adimab’s quality control; or (b) if a Research Option is exercised but the Commercialization Option is not, then upon the expiration of the last to expire research license term; or (c) upon commercialization of a product, until the end of the royalty term, which will vary on a product-by-product and country-by-country basis, ending on the later of (y) the expiration of the last valid claim covering the licensed product in such country as the product is manufactured or sold, or (z) ten years after the first commercial sale of the licensed product in such country.

Either party may terminate the A&R Adimab Agreement for material breach if such breach remains uncured for a specified period of time, however, if a Research Option or Commercialization Option has been exercised and the breach only applies to the applicable target of such Research Option or Commercialization Option, then the termination right will only apply to such target. The Company may also terminate the A&R Adimab Agreement for any reason with prior notice to Adimab. If Adimab is bankrupt, the Company will be entitled to a complete duplicate of, or complete access to, all rights and licenses granted under or pursuant to the A&R Adimab Agreement.

Vaccinex License Agreement

On March 23, 2021, Surface and 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 CHS-114 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 of such development, manufacturing and commercialization. Vaccinex is eligible to receive up to an aggregate of $3.5 million based on achievement of certain clinical milestones, up to an aggregate of $11.5 million based on achievement of certain regulatory milestones per Vaccinex Licensed Product, and low single-digit royalties on global net sales of any approved licensed products.

The Company may terminate the Vaccinex License Agreement for convenience upon the notice period specified in the Vaccinex License Agreement. Either party may terminate the agreement for an uncured material breach by the other party. Vaccinex may terminate the Vaccinex License Agreement if we default on any payments owed to Vaccinex under the agreement, if the Company is in material breach of, and fails to cure, its development obligations, or institute certain actions related to the licensed patents. In the event of termination, all rights in the licensed intellectual property would revert to Vaccinex.

Out-Licensing Agreements Acquired as part of the Surface Acquisition

On September 8, 2023, at the closing of the Surface Acquisition, all the assets, liabilities, rights and obligations of Surface were assumed by the Company’s direct, wholly-owned subsidiary, Surface Oncology, LLC. See further details in Note 6. Surface Acquisition above.

Novartis Institutes

In January 2016, Surface entered into the Novartis Agreement. Pursuant to the Novartis Agreement, Surface granted Novartis Institutes a worldwide exclusive license to research, develop, manufacture and commercialize antibodies that target cluster of differentiation 73 (“CD73”). Under the Novartis Agreement, the Company is currently entitled to potential development milestones of $325.0 million and sales milestones of $200.0 million, as well as tiered royalties on annual net sales by Novartis Institutes ranging from high single-digit to mid-teens percentages upon the successful commercialization of NZV930. Due to the uncertainty of pharmaceutical development and the historical failure rates generally associated with drug development, the Company may not receive any milestone payments or any royalty payments under the Novartis Agreement. The Company did not recognize any revenue relating to the Novartis Agreement from September 8, 2023 through December 31, 2023.

Unless terminated earlier, the Novartis Agreement will continue in effect until neither the Company nor Novartis Institutes is researching, developing, manufacturing or commercializing NZV930. Novartis Institutes may terminate the Novartis Agreement for any or

no reason upon prior notice to the Company within a specified time period. Either party may terminate the Novartis Agreement in full if an undisputed material breach is not cured within a certain period of time or upon notice of insolvency of the other party. To the extent Novartis Institutes terminates for convenience, or the Company terminates for Novartis Institutes’ uncured material breach, Novartis Institutes will grant the Company, on mutually agreeable financial terms, an exclusive, worldwide, irrevocable, perpetual and royalty-bearing license with respect to intellectual property controlled by Novartis Institutes that is reasonably necessary to research, develop, manufacture or commercialize NZV930.

GSK Agreement

In December 2020, Surface entered into the GSK Agreement. Pursuant to the GSK Agreement, Surface granted GSK a worldwide exclusive, sublicensable license to develop, manufacture and commercialize the Licensed Antibodies. GSK is responsible for the development, manufacturing and commercialization of the Licensed Antibodies and a joint development committee was formed to facilitate information sharing. GSK is responsible for all costs and expenses of such development, manufacturing and commercialization and is obligated to provide the Company with updates on its development, manufacturing and commercialization activities through the joint development committee. In March 2022, Surface earned a $30.0 million milestone payment from GSK upon the dosing of the first patient in the Phase 1 trial of GSK4381562. The Company is eligible to receive up to $60.0 million in additional clinical milestones and $155.0 million in regulatory milestones. In addition, the Company may receive up to $485.0 million in sales milestone payments. The Company is also eligible to receive royalties on global net sales of any approved products based on the Licensed Antibodies, ranging in percentages from high single digits to mid-teens. Due to the uncertainty of pharmaceutical development and the historical failure rates generally associated with drug development, the Company may not receive any milestone payments or any royalty payments under the GSK Agreement. The Company did not recognize license-related revenue under the GSK Agreement from September 8, 2023 through December 31, 2023.

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. Either party may terminate the GSK Agreement for an uncured material breach by the other party or upon the bankruptcy or insolvency of the other party. GSK may terminate the GSK Agreement for its convenience. The Company may terminate the GSK Agreement if GSK institutes certain actions related to the licensed patents or if GSK ceases development activities, other than for certain specified technical or safety reasons. In the event of termination, the Company would regain worldwide rights to the terminated program.

Leases - Additional Information (Details)	12 Months Ended
Leases - Additional Information (Details)	Dec. 31, 2023 ft²	Dec. 31, 2019 item	Oct. 24, 2023 ft²	Dec. 31, 2022	Dec. 31, 2021
Lessee Lease Description
Term of leases	36 months
Operating lease Weighted average discount rate	11.80%			8.00%	8.00%
Finance lease weighted average remaining term	1 year 4 months 24 days			2 years 2 months 12 days	1 year 8 months 12 days
Sixth amendment to lease
Lessee Lease Description
Area of land			20,257
Remaining Premises \| Sixth amendment to lease
Lessee Lease Description
Area of land			27,532
Corporate Headquarters Lease
Lessee Lease Description
Area of office space leased	47,789
Lease Expiration Date	Sep. 01, 2024
Option to extend lease	true
Term of optional lease renewal	5 years
Laboratory Facilities Lease
Lessee Lease Description
Area of office space leased	25,017
Term of optional lease renewal	5 years
New Camarillo Lease
Lessee Lease Description
Lease Expiration Date	May 01, 2027
Option to extend lease	true
Vehicle Lease
Lessee Lease Description
Number of vehicles leased \| item		50
Term of leases		36 months

Stockholders' Deficit (Details) - USD ($) $ / shares in Units, $ in Thousands							12 Months Ended
	Oct. 09, 2023	Oct. 04, 2023	Sep. 11, 2023	May 18, 2023	May 16, 2023	Nov. 08, 2022	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021	May 15, 2023
Stockholders' Deficit
Common stock, par value							$ 0.0001	$ 0.0001
Aggregate offering price									$ 40,903
CMO \| Optional Stock Purchase Agreement
Stockholders' Deficit
Common stock, shares issued and sold	2,225,513
Aggregate offering price	$ 8,200
Number of trading days considered for price per share of common stock		10 days
Share price	$ 3.675
Public Offering
Stockholders' Deficit
Common stock, shares issued and sold				13,529,411
Aggregate offering price							$ 53,625
Proceeds from issuance of common stock, net of issuance costs				$ 53,600			$ 53,625
Share price					$ 4.25
Public Offering \| Maximum
Stockholders' Deficit
Shares Offering, Aggregate Amount					$ 150,000
At The Market Offering.
Stockholders' Deficit
Common stock, shares issued and sold							3,559,761	916,884
Aggregate offering price							$ 18,317
Proceeds from issuance of common stock, net of issuance costs							18,093	$ 6,358
Shares Offering, Aggregate Amount, Decrease										$ 86,250
Increase in Amount of Shares To be Issued and Sold			$ 28,750
Common stock, net proceeds							18,856	6,524
Gross proceeds							19,339	6,692
Less commissions and fees							(483)	(168)
Net proceeds after commissions and fees							18,856	$ 6,524
Common stock remaining available for sales under the ATM Offering							$ 66,500
At The Market Offering. \| Weighted Average
Stockholders' Deficit
Weighted-average price per share							$ 5.43	$ 7.30
At The Market Offering. \| Maximum
Stockholders' Deficit
Aggregate offering price						$ 150,000
Shares Offering, Aggregate Amount			$ 92,500			$ 150,000				$ 63,750
Underwriters' Option to Purchase Additional Shares
Stockholders' Deficit
Share price					$ 3.995
Term of share offering					30 days

Stock-Based Compensation and Employee Benefits - Options outstanding and exercisable (Details) - 2016 plan and 2014 plan - $ / shares	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Options outstanding, Number of Options	23,659,240	21,691,321
Options outstanding, Weighted-Average Remaining Contractual Terms	5 years 8 months 12 days
Options outstanding, Weighted-Average Exercise Price	$ 13.31	$ 15.00
Number of Options, Exercisable	16,279,679
Weighted Average Exercise Price, Exercisable	$ 15.20
1.67 - 5.44
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Exercise price range, Lower	1.67
Exercise price range, Upper	$ 5.44
Options outstanding, Number of Options	4,288,840
Options outstanding, Weighted-Average Remaining Contractual Terms	6 years 10 months 24 days
Options outstanding, Weighted-Average Exercise Price	$ 3.92
Number of Options, Exercisable	1,356,589
Weighted Average Exercise Price, Exercisable	$ 2.32
5.86 - 10.05
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Exercise price range, Lower	5.86
Exercise price range, Upper	$ 10.05
Options outstanding, Number of Options	4,493,996
Options outstanding, Weighted-Average Remaining Contractual Terms	6 years 6 months
Options outstanding, Weighted-Average Exercise Price	$ 9.20
Number of Options, Exercisable	2,436,570
Weighted Average Exercise Price, Exercisable	$ 9.45
10.37 - 13.63
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Exercise price range, Lower	10.37
Exercise price range, Upper	$ 13.63
Options outstanding, Number of Options	4,143,765
Options outstanding, Weighted-Average Remaining Contractual Terms	5 years 7 months 6 days
Options outstanding, Weighted-Average Exercise Price	$ 12.41
Number of Options, Exercisable	3,317,635
Weighted Average Exercise Price, Exercisable	$ 12.53
14.03 - 17.17
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Exercise price range, Lower	14.03
Exercise price range, Upper	$ 17.17
Options outstanding, Number of Options	4,436,113
Options outstanding, Weighted-Average Remaining Contractual Terms	5 years 9 months 18 days
Options outstanding, Weighted-Average Exercise Price	$ 15.82
Number of Options, Exercisable	3,304,217
Weighted Average Exercise Price, Exercisable	$ 15.86
17.30 - 19.40
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Exercise price range, Lower	17.30
Exercise price range, Upper	$ 19.40
Options outstanding, Number of Options	3,827,172
Options outstanding, Weighted-Average Remaining Contractual Terms	5 years 6 months
Options outstanding, Weighted-Average Exercise Price	$ 17.96
Number of Options, Exercisable	3,403,068
Weighted Average Exercise Price, Exercisable	$ 17.95
19.85 - 46.38
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Exercise price range, Lower	19.85
Exercise price range, Upper	$ 46.38
Options outstanding, Number of Options	2,469,354
Options outstanding, Weighted-Average Remaining Contractual Terms	2 years 1 month 6 days
Options outstanding, Weighted-Average Exercise Price	$ 26.90
Number of Options, Exercisable	2,461,600
Weighted Average Exercise Price, Exercisable	$ 26.91

Commitments and Contingencies - Schedule of Non-Cancelable Contractual Obligations (Details) $ in Thousands	Dec. 31, 2023 USD ($)
Commitments and Contingencies.
2024	$ 52,514
2025	19,154
2026	1,410
Total obligations	$ 73,078

Debt Obligations (Tables)

12 Months Ended

Dec. 31, 2023

Debt Instrument

Schedule of Company's Debt Obligations


	At December 31, 2023
(in thousands)	Principal Amount			Unamortized Debt Discount and Debt Issuance Costs	Net Carrying Value		Estimated Fair Value		Level
Financial Liabilities:
2027 Term Loans	$	250,000	$	(3,519)	$	246,481	$	246,481	Level 2*
2026 Convertible Notes	$	230,000	$	(3,112)	$	226,888	$	150,155	Level 2**

	At December 31, 2022
(in thousands)	Principal Amount		Unamortized Debt Discount and Debt Issuance Costs		Net Carrying Value		Estimated Fair Value		Level
Financial Liabilities:
2027 Term Loans	$	250,000	$	(4,517)	$	245,483	$	245,483	Level 2*
2026 Convertible Notes	$	230,000	$	(4,425)	$	225,575	$	157,205	Level 2**


*	The principal amounts outstanding are subject to variable interest rates, which are based on three-month SOFR starting April 1, 2023 plus fixed percentages. Through March 31, 2023, the variable component was based on the three-month LIBOR. Therefore, the Company believes the carrying amount of these obligations approximates fair value.

The fair value is influenced by interest rates, the Company’s stock price and stock price volatility and is determined by prices observed in market trading. Since the market for trading of the 2026 Convertible Notes is not considered to be an active market, the estimated fair value is based on Level 2 inputs.

2027 Term Loans

Debt Instrument

Schedule of Components of Interest Expense


	Year Ended December 31,
(in thousands)	2023		2022
Contractual interest	$	34,289	$	20,243
Amortization of debt discount and debt issuance costs		1,094		4,550
Total interest expense	$	35,383	$	24,793

Schedule of Future Payments on Debt


Year ending December 31, (in thousands)
2024 - interest only	$	35,345
2025 - interest only		35,248
2026 - principal and interest		224,607
2027 - principal and interest		50,097
Total minimum payments		345,297
Less amount representing interest		(95,297)
2027 Term Loans, gross		250,000
Less unamortized debt discount and debt issuance costs		(3,519)
Net carrying amount of 2027 Term Loans	$	246,481

1.5% Convertible Senior Subordinated Notes due 2026

Debt Instrument

Schedule of Components of Interest Expense


	Year Ended December 31,
(in thousands)	2023		2022		2021
Stated coupon interest	$	3,450	$	3,450	$	3,450
Amortization of debt discount and debt issuance costs		1,313		1,286		1,259
Total interest expense	$	4,763	$	4,736	$	4,709

Schedule of Future Payments on Debt

Future payments on the 2026 Convertible Notes as of December 31, 2023 are as follows:


Year ending December 31, (in thousands)
2024 - interest only	$	3,450
2025 - interest only		3,450
2026 - principal and interest		231,725
Total minimum payments		238,625
Less amount representing interest		(8,625)
2026 Convertible Notes, principal amount		230,000
Less unamortized debt discount and debt issuance costs		(3,112)
Net carrying amount of 2026 Convertible Notes	$	226,888

8.2% Convertible Notes due 2022

Debt Instrument

Schedule of Components of Interest Expense


	Year Ended December 31,
(in thousands)	2022		2021
Stated coupon interest	$	2,050	$	8,200
Amortization of debt discount and debt issuance costs		521		1,966
Total interest expense	$	2,571	$	10,166

2025 Term Loan

Debt Instrument

Schedule of Components of Interest Expense


	Year Ended December 31,
(in thousands)	2022		2021
Stated coupon interest	$	154	$	7,034
Amortization of debt discount and debt issuance costs		16		1,032
Total interest expense	$	170	$	8,066

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

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+ Details

Net Loss Per Share - Outstanding Dilutive Potential Shares Excluded from Calculation of Diluted Net loss Per Share (Details) - shares	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Antidilutive securities excluded from computation of EPS
Antidilutive securities excluded from the calculation of diluted net (loss) income per share	38,291,761	37,635,124	38,122,727
Stock options, including shares subject to ESPP
Antidilutive securities excluded from computation of EPS
Antidilutive securities excluded from the calculation of diluted net (loss) income per share	24,083,222	22,214,875	19,895,097
Restricted stock units
Antidilutive securities excluded from computation of EPS
Antidilutive securities excluded from the calculation of diluted net (loss) income per share	2,266,387	2,399,465	1,811,607
8.2% Convertible Notes due 2022 \| Shares issuable upon conversion of convertible notes
Antidilutive securities excluded from computation of EPS
Antidilutive securities excluded from the calculation of diluted net (loss) income per share		1,078,632	4,473,871
1.5% Convertible Senior Subordinated Notes due 2026 \| Shares issuable upon conversion of convertible notes
Antidilutive securities excluded from computation of EPS
Antidilutive securities excluded from the calculation of diluted net (loss) income per share	11,942,152	11,942,152	11,942,152

Subsequent Events (Details) - Subsequent Event - USD ($) $ in Millions	Apr. 01, 2024	Mar. 01, 2024	Feb. 05, 2024
2027 Term Loans
Subsequent Events
Partial prepayment of principal	$ 175.0		$ 175.0
Principal Amount	250.0
Prepayment fees for partial debt repayment	$ 6.8
Coherus Ophthalmology LLC \| CIMERLI Disposition Transaction
Subsequent Events
Business combination consideration transferred		$ 170.0
Consideration transferred for CIMERLI product inventory and prepaid manufacturing assets		$ 17.8

Stock-Based Compensation and Employee Benefits - Equity Incentive Plans Narrative (Details)	12 Months Ended	120 Months Ended
	Dec. 31, 2023 shares	Dec. 31, 2023 shares
2014 Plan
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Percentage of shares available for issuance	4.00%
Common stock reserved for future issuance	881,231	881,231
2010 Plan
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Awards issued		0
Common stock reserved for future issuance	0	0
2016 Plan
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Common stock reserved for future issuance	1,773,921	1,773,921

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 35
-Paragraph 1D
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480483/718-10-35-1D

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 35
-Paragraph 3
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480483/718-10-35-3

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (a)(1)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480429/718-10-50-2

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (a)(2)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480429/718-10-50-2

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (a)(3)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480429/718-10-50-2

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)(1)(i)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480429/718-10-50-2

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)(1)(ii)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480429/718-10-50-2

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)(1)(iii)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480429/718-10-50-2

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)(1)(iv)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480429/718-10-50-2

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)(1)(iv)(01)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480429/718-10-50-2

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)(1)(iv)(02)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480429/718-10-50-2

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)(1)(iv)(03)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480429/718-10-50-2

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)(1)(iv)(04)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480429/718-10-50-2

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)(2)(i)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480429/718-10-50-2

Reference 15: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
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Reference 16: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
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Reference 17: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
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Reference 18: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
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-Name Accounting Standards Codification
-Section 50
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-Subparagraph (c)(2)(iii)(02)
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Reference 19: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
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Reference 20: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
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Reference 21: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
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Reference 22: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
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Reference 23: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
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Reference 24: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
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Reference 25: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (f)(2)(ii)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480429/718-10-50-2

Reference 26: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (f)(2)(iii)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480429/718-10-50-2

Reference 27: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (f)(2)(iv)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480429/718-10-50-2

Reference 28: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (f)(2)(v)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480429/718-10-50-2

+ Details

Inventory - Additional Information (Details) - USD ($)	12 Months Ended
Inventory - Additional Information (Details) - USD ($)	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Inventory
Inventory write-downs	$ 52,595,000	$ 26,000,000	$ 5,133,000
Prepayment made for manufacturing services	23,657,000	17,880,000
Prepayments made to a CMO for manufacturing services for UDENYCA	12,600,000	13,000,000.0
Prepayments made to a CMO For Other Research And Development Pipeline Program	11,100,000	4,900,000
Impairment charge within research and development expenses			3,210,000
Research And Development Expense	109,436,000	199,358,000	363,105,000
Expense relating to the discontinuation of CHS-2020			0
Cost of Goods Sold
Inventory
Inventory write-downs	52,600,000
Certain firm purchase commitments	20,500,000
Accrued and other current liabilities
Inventory
Certain firm purchase commitments, Short-term	11,500,000
other liabilities, non-current
Inventory
Certain firm purchase commitments, Long-term	9,000,000.0
YUSIMRY \| Cost of Goods Sold
Inventory
Inventory write-downs	$ 47,000,000.0
UDENYCA \| Cost of Goods Sold
Inventory
Inventory write-downs		$ 26,000,000.0
CHS-2020
Inventory
Impairment charge for the write-off of prepaid manufacturing services no longer deemed to have future benefits			3,200,000
Research And Development Expense			$ 11,200,000

Organization and Summary of Significant Accounting Policies -Goodwill and Intangible Assets and Impairment of Long-Lived Assets (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Goodwill and Intangible Assets and Impairment of Long-Lived Assets
Long lived assets, material impairments	$ 0	$ 0
In-process research and development
Goodwill and Intangible Assets and Impairment of Long-Lived Assets
Finite-Lived Intangible Asset, Useful Life	10 years
Licensing Agreements
Goodwill and Intangible Assets and Impairment of Long-Lived Assets
Finite-Lived Intangible Asset, Useful Life	15 years

Revenue - Net Revenue (Details) - USD ($) $ in Thousands	12 Months Ended
Revenue - Net Revenue (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Revenue
Net revenue	$ 257,244	$ 211,042	$ 326,551
Total net product revenue
Revenue
Net revenue	256,580	210,760	326,509
UDENYCA
Revenue
Net revenue	127,064	203,814	326,509
CIMERLI
Revenue
Net revenue	125,388	6,946
YUSIMRY
Revenue
Net revenue	3,574
LOQTORZI
Revenue
Net revenue	554
Other
Revenue
Net revenue	$ 664	$ 282	$ 42

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References + Details

- Definition

Amount, including tax collected from customer, of revenue from satisfaction of performance obligation by transferring promised good or service to customer. Tax collected from customer is tax assessed by governmental authority that is both imposed on and concurrent with specific revenue-producing transaction, including, but not limited to, sales, use, value-added and excise.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 924
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SAB Topic 11.L)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479941/924-10-S99-1

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 5
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-5

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 30
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-30

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 42
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-42

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 22
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-22

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 32
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-32

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 40
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-40

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 22
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-22

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 32
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-32

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 41
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-41

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 4
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-4

+ Details

Leases - Supplemental cash flow information related to leases (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Leases
Operating cash flows from operating leases	$ 3,560	$ 3,401	$ 3,435
Operating cash flows from finance leases	145	155	81
Financing cash flows from finance leases	1,034	1,228	672
Operating leases	$ 2,653		434
Finance leases		$ 2,694	$ 477

Stock-Based Compensation and Employee Benefits - 401(k) Retirement Plan (Details) - 401(k) Plan - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2019
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Percentage of maximum contribution of annual compensation			100.00%
First amount of each participant's contributions			$ 7,500
Compensation expense related to match plan	$ 1,800,000	$ 2,100,000	$ 1,700,000
Maximum
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Percentage of maximum contribution of annual compensation				90.00%
Percentage of employer matching contributions		4.00%

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

+ Details

Fair Value Measurements - Additional Information (Details) $ in Thousands	4 Months Ended	12 Months Ended
	Dec. 31, 2023 USD ($) position	Dec. 31, 2023 USD ($) position	Dec. 31, 2022 USD ($) position
Fair Value Measurements
Adjustment in the CVR liability	$ (900)
Positions that were in unrealized loss positions \| position	9	9	13
Long lived assets, material impairments		$ 0	$ 0
Remaining contractual maturities of available-for-sale securities		1 year
Average maturity of investments upon acquisition		9 months	7 months

Stock-Based Compensation and Employee Benefits - Stock Options Narrative (Details) $ in Millions	12 Months Ended
	Dec. 31, 2023 USD ($)
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Unrecognized stock-based compensation expenses related to stock options	$ 37.4
Unrecognized share-based compensation related to stock options, RSUs and ESPP, period for recognition	2 years 3 months 18 days
Employee Stock Option
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Vesting period	4 years
Options, expiration period	10 years

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

+ Details

Debt Obligations - 2027 Term Loan - Narrative (Details) $ in Thousands			1 Months Ended		3 Months Ended		12 Months Ended
	Feb. 05, 2024 USD ($)	Jan. 07, 2019 USD ($)	Mar. 31, 2022 USD ($)	Jan. 31, 2022 USD ($)	Dec. 31, 2023 USD ($)	Mar. 31, 2022 USD ($)	Dec. 31, 2023 USD ($)	Dec. 31, 2022 USD ($)	Sep. 14, 2022 USD ($)	Jan. 05, 2022 USD ($) tranche	Apr. 30, 2020 USD ($)	Jan. 01, 2020	Feb. 29, 2016 USD ($)
Debt Instrument [Line Items]
Outstanding amount paid off								$ 81,750
Outstanding amount payoff								$ 109,000
2027 Term Loans
Debt Instrument [Line Items]
Interest rate					13.91%
2027 Term Loans \| Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate [Member]
Debt Instrument [Line Items]
Spread on variable rate							1.00%
Interest rate							0.26161%
2027 Term Loans \| BioPharma Credit Investments V GP LLC
Debt Instrument [Line Items]
Principal amount										$ 300,000
Number of tranches \| tranche										4
Net carrying value					$ 246,481		$ 246,481
Loan agreement covenants, minimum trailing twelve month net sales for current quarter				$ 200,000
Loan agreement covenants, minimum trailing twelve month net sales for the quarter ended March 30, 2024				$ 210,000
Mandatory prepayment term				10 days
Debt discounts and issuance costs				$ 6,800
Remaining unamortized debt discount and debt offering costs					$ 3,519		$ 3,519
2027 Term Loans \| BioPharma Credit Investments V GP LLC \| Scenario, Plan
Debt Instrument [Line Items]
Loan agreement covenants, minimum trailing twelve-month net sales continuing through the quarter ended December 31, 2026	$ 125,000
2027 Term Loans \| BioPharma Credit Investments V GP LLC \| LIBOR
Debt Instrument [Line Items]
Spread on variable rate				1.00%
2027 Term Loans \| Additional facility amount \| BioPharma Credit Investments V GP LLC
Debt Instrument [Line Items]
Uncommitted additional facility				$ 100,000
2027 Term Loans \| Through March 31, 2023 \| BioPharma Credit Investments V GP LLC
Debt Instrument [Line Items]
Stated interest rate				8.25%
2027 Term Loans \| Starting April 1, 2023
Debt Instrument [Line Items]
Stated interest rate					8.25%		8.25%
Tranche A Loan, funded January 5, 2022 \| BioPharma Credit Investments V GP LLC
Debt Instrument [Line Items]
Principal amount										$ 100,000
Debt discounts and issuance costs				$ 7,800
Tranche B Loan, funded on March 31, 2022 \| BioPharma Credit Investments V GP LLC
Debt Instrument [Line Items]
Principal amount			$ 100,000			$ 100,000
Debt discounts and issuance costs						2,300
Convertible notes, Issuance Cost			1,000			$ 1,000
Tranche C Loan, not funded between April 1, 2022 and March 17, 2023 \| BioPharma Credit Investments V GP LLC
Debt Instrument [Line Items]
Amount not funded				50,000
Tranche D Loan, funded on September 14, 2022 \| BioPharma Credit Investments V GP LLC
Debt Instrument [Line Items]
Principal amount									$ 50,000
Convertible notes, Issuance Cost									$ 500
1.5% Convertible Senior Subordinated Notes due 2026 \| Convertible Notes
Debt Instrument [Line Items]
Principal amount											$ 230,000
Net carrying value					$ 226,888		$ 226,888
Stated interest rate											1.50%
Remaining unamortized debt discount and debt offering costs					$ 3,112		$ 3,112
Effective interest rate					2.10%		2.10%
1.5% Convertible Senior Subordinated Notes due 2026 \| BioPharma Credit Investments V GP LLC \| Scenario, Plan \| Maximum
Debt Instrument [Line Items]
Principal amount				50,000
8.2% Convertible Notes due 2022 \| Convertible Notes
Debt Instrument [Line Items]
Principal amount													$ 100,000
Stated interest rate													8.20%
Outstanding amount payoff			$ 111,100
2025 Term Loan \| Convertible Notes
Debt Instrument [Line Items]
Outstanding amount paid off				81,900
2025 Term Loan \| Lender
Debt Instrument [Line Items]
Principal amount		$ 75,000
Stated interest rate												6.75%
Outstanding amount paid off				$ 81,900
Total term of the loan		6 years
Tranches A, B and D \| BioPharma Credit Investments V GP LLC
Debt Instrument [Line Items]
Remaining unamortized debt discount and debt offering costs					$ 3,500		$ 3,500
Remaining term							3 years

Stock-Based Compensation and Employee Benefits - Employee Stock Purchase Plan (Details) - USD ($) $ in Millions		12 Months Ended
	Oct. 31, 2014	Dec. 31, 2023
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Unrecognized stock-based compensation expenses related to stock options		$ 37.4
Unrecognized share-based compensation related to stock options, RSUs and ESPP, period for recognition		2 years 3 months 18 days
2014 Employee Stock Purchase Plan (ESPP)
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Common stock reserved for future issuance		2,541,769
Percentage of purchase common stock of lesser of fair market value of common stock on first or last day of offering period by eligible employees		85.00%
Employee stock purchase plan offering period one	--05-16
Employee stock purchase plan offering period two	--11-16
Unrecognized stock-based compensation expenses related to stock options		$ 0.4
Unrecognized share-based compensation related to stock options, RSUs and ESPP, period for recognition		4 months 15 days
2014 Employee Stock Purchase Plan (ESPP) \| Minimum
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Percentage of shares reserve for issuance	1.00%

Stock-Based Compensation and Employee Benefits - Additional Information Related to Status of Options (Details) - 2016 plan and 2014 plan - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Total intrinsic value of options exercised	$ 425	$ 914	$ 9,726
Total grant date fair value of options vested	$ 30,467	$ 34,916	$ 40,365
Weighted-average grant date fair value of options granted	$ 4.19	$ 7.04	$ 9.80

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

+ Details

Income Taxes (Tables)

12 Months Ended

Dec. 31, 2023

Income Taxes

Components of loss before income taxes


	Year Ended December 31,
(in thousands)	2023		2022		2021
Domestic	$	(238,272)	$	(291,746)	$	(287,058)
Foreign		—		(8)		(42)
Total	$	(238,272)	$	(291,754)	$	(287,100)

Income tax provision (benefit)


	Year Ended December 31,
(in thousands)	2023		2022		2021
Current:
Federal	$	—	$	—	$	—
State		—		—		—
Foreign		—		—		—
Subtotal	$	—	$	—	$	—

Deferred:
Federal	$	(380)	$	—	$	—
State		—		—		—
Foreign		—		—		—
Subtotal	$	(380)	$	—	$	—

Income tax provision (benefit)	$	(380)	$	—	$	—

Reconciliation of the statutory United States federal rate to the Company's effective tax rate


	Year Ended December 31,
	2023		2022		2021
Percent of pre-tax income:
United States federal statutory income tax rate	21.0	%	21.0	%	21.0	%
State taxes, net of federal benefit	(1.2)		1.7		2.6
Foreign rate differences	—		—		—
Permanent items	—		(0.1)		0.2
Research and development credit	0.9		1.8		2.6
Stock-based compensation costs	(3.5)		(2.3)		(1.2)
Other	0.7		—		—
Change in valuation allowance	(17.7)		(22.1)		(25.2)
Effective income tax rate	0.2	%	—	%	—	%

Components of the Company's net deferred tax assets


	December 31,
(in thousands)	2023		2022
Net operating loss carryforwards	$	170,402	$	131,423
Research and development credits		65,225		63,164
Depreciation and amortization		37,211		51,877
Stock-based compensation		30,370		32,561
Sales related accruals		38,474		23,864
Other accruals		42,480		19,717
Capitalized research and development		46,062		17,673
Gross deferred tax assets		430,224		340,279
Right-of-use asset		(1,538)		(1,903)
In-process research and development		(6,403)		(603)
Gross deferred tax liabilities		(7,941)		(2,506)
Total net deferred tax asset		422,283		337,773
Less valuation allowance		(423,385)		(337,773)
Net deferred tax assets (liabilities)	$	(1,102)	$	—

Reconciliation of the Company's unrecognized tax benefits


	Year Ended December 31,
(in thousands)	2023		2022		2021
Balance at beginning of year	$	16,838	$	15,495	$	13,243
Additions based on tax positions related to current year		865		1,385		2,038
Additions (reductions) for tax positions of prior years		(286)		(42)		214
Balance at end of year	$	17,417	$	16,838	$	15,495

Balance Sheet Components - Additional Information (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Balance Sheet Components
Depreciation and amortization expense related to property and equipment, net	$ 3,200	$ 3,600	$ 3,500
Material impairments of property and equipment	0	0	$ 0
Software implementation costs	$ 3,200	$ 3,500

Inventory - Balance Sheet Classifications (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Inventory
Inventory	$ 62,605	$ 38,791
Inventory, non-current	67,495	76,260
Total	$ 130,100	$ 115,051

Fair Value Measurements - Financial Assets Measured on a Recurring Basis (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Financial assets measured at fair value on a recurring basis
Total financial assets		$ 191,645
Level 1
Financial assets measured at fair value on a recurring basis
Total financial assets		143,442
Level 2
Financial assets measured at fair value on a recurring basis
Total financial assets		48,203
U.S. government agency securities
Financial assets measured at fair value on a recurring basis
Total financial assets		19,964
U.S. government agency securities \| Level 1
Financial assets measured at fair value on a recurring basis
Total financial assets		19,964
U.S. treasury securities
Financial assets measured at fair value on a recurring basis
Total financial assets		68,418
U.S. treasury securities \| Level 1
Financial assets measured at fair value on a recurring basis
Total financial assets		68,418
Commercial paper and corporate notes
Financial assets measured at fair value on a recurring basis
Total financial assets		48,203
Commercial paper and corporate notes \| Level 2
Financial assets measured at fair value on a recurring basis
Total financial assets		48,203
Cash equivalents
Financial assets measured at fair value on a recurring basis
Total financial assets		55,060
Cash equivalents \| Level 1
Financial assets measured at fair value on a recurring basis
Total financial assets		$ 55,060
Fair Value Measurements Recurring Basis
Financial assets measured at fair value on a recurring basis
Total financial assets	$ 104,940
Fair Value Measurements Recurring Basis \| Contingent Consideration
Financial assets measured at fair value on a recurring basis
Contingent consideration	4,472
Fair Value Measurements Recurring Basis \| Level 1
Financial assets measured at fair value on a recurring basis
Total financial assets	96,648
Fair Value Measurements Recurring Basis \| Level 2
Financial assets measured at fair value on a recurring basis
Total financial assets	7,667
Fair Value Measurements Recurring Basis \| Level 3
Financial assets measured at fair value on a recurring basis
Total financial assets	625
Fair Value Measurements Recurring Basis \| Level 3 \| Contingent Consideration
Financial assets measured at fair value on a recurring basis
Contingent consideration	4,472
Fair Value Measurements Recurring Basis \| U.S. government agency securities
Financial assets measured at fair value on a recurring basis
Total financial assets	5,195
Fair Value Measurements Recurring Basis \| U.S. government agency securities \| Level 1
Financial assets measured at fair value on a recurring basis
Total financial assets	5,195
Fair Value Measurements Recurring Basis \| U.S. treasury securities
Financial assets measured at fair value on a recurring basis
Total financial assets	2,993
Fair Value Measurements Recurring Basis \| U.S. treasury securities \| Level 1
Financial assets measured at fair value on a recurring basis
Total financial assets	2,993
Fair Value Measurements Recurring Basis \| Commercial paper and corporate notes
Financial assets measured at fair value on a recurring basis
Total financial assets	6,669
Fair Value Measurements Recurring Basis \| Commercial paper and corporate notes \| Level 2
Financial assets measured at fair value on a recurring basis
Total financial assets	6,669
Fair Value Measurements Recurring Basis \| Cash equivalents
Financial assets measured at fair value on a recurring basis
Total financial assets	89,458
Fair Value Measurements Recurring Basis \| Cash equivalents \| Level 1
Financial assets measured at fair value on a recurring basis
Total financial assets	88,460
Fair Value Measurements Recurring Basis \| Cash equivalents \| Level 2
Financial assets measured at fair value on a recurring basis
Total financial assets	998
Fair Value Measurements Recurring Basis \| Prepaid financial instrument in Prepaid manufacturing
Financial assets measured at fair value on a recurring basis
Total financial assets	625
Fair Value Measurements Recurring Basis \| Prepaid financial instrument in Prepaid manufacturing \| Level 3
Financial assets measured at fair value on a recurring basis
Total financial assets	$ 625

Debt Obligations

12 Months Ended

Dec. 31, 2023

Debt Obligations

Debt Obligations

8.Debt Obligations

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


	At December 31, 2023
(in thousands)	Principal Amount			Unamortized Debt Discount and Debt Issuance Costs	Net Carrying Value		Estimated Fair Value		Level
Financial Liabilities:
2027 Term Loans	$	250,000	$	(3,519)	$	246,481	$	246,481	Level 2*
2026 Convertible Notes	$	230,000	$	(3,112)	$	226,888	$	150,155	Level 2**

	At December 31, 2022
(in thousands)	Principal Amount		Unamortized Debt Discount and Debt Issuance Costs		Net Carrying Value		Estimated Fair Value		Level
Financial Liabilities:
2027 Term Loans	$	250,000	$	(4,517)	$	245,483	$	245,483	Level 2*
2026 Convertible Notes	$	230,000	$	(4,425)	$	225,575	$	157,205	Level 2**


*	The principal amounts outstanding are subject to variable interest rates, which are based on three-month SOFR starting April 1, 2023 plus fixed percentages. Through March 31, 2023, the variable component was based on the three-month LIBOR. Therefore, the Company believes the carrying amount of these obligations approximates fair value.

2027 Term Loans

The Company entered into the Loan Agreement with BioPharma Credit, PLC, BPCR Limited Partnership, and Biopharma Credit Investments V (Master) LP, acting by its general partner, BioPharma Credit Investments V GP LLC that provides for a senior secured term loan facility of up to $300.0 million to be funded in four committed tranches: (i) the Tranche A Loan in an aggregate principal amount of $100.0 million that was funded on January 5, 2022; (ii) the Tranche B Loan in an aggregate principal amount of $100.0 million that was funded on March 31, 2022; (iii) the Tranche C Loan in an aggregate principal amount of $50.0 million that was not funded; and (iv) the Tranche D Loan in an aggregate principal amount of $50.0 million that was funded on September 14, 2022. The Company has the right to request an uncommitted additional facility amount of up to $100.0 million that is subject to new terms and conditions.

The 2027 Term Loans mature on either (i) the fifth anniversary of the Tranche A Closing Date; or (ii) October 15, 2025, if the outstanding aggregate principal amount of the Company’s 2026 Convertible Notes is greater than $50.0 million on October 1, 2025. The 2027 Term Loans accrued interest from inception through March 31, 2023 at 8.25% plus three-month LIBOR per annum with a LIBOR floor of 1.0%; and starting April 1, 2023, accrue interest at 8.25% plus the Adjusted Term SOFR which is the sum of three-month SOFR and 0.26161% per annum, with a floor on Adjusted Term SOFR of 1.0%. The interest rate for the fourth quarter of 2023 was 13.91%. Interest is payable quarterly in arrears on March 31, June 30, September 30 and December 31 of each year. Repayment of outstanding principal of the 2027 Term Loans will be made in five equal quarterly payments of principal commencing March 31, 2026.

The Company adopted the prospective method to account for future cash payments. Under the prospective method, the effective interest rate is not constant, and any change in the expected cash flows is recognized prospectively as an adjustment to the effective yield.

The obligations under the Loan Agreement are secured pursuant to customary security documentation, including a guaranty and security agreement among the Credit Parties and the Collateral Agent which provides for a lien on substantially all of the Company’s tangible and intangible assets and property, including intellectual property.

Pursuant to the Loan Agreement, and subject to certain restrictions, proceeds of the 2027 Term Loans were used to fund the Company’s general corporate and working capital requirements except for the following: in January 2022, proceeds of the Tranche A Loan were used to repay in full all amounts outstanding under the 2025 Term Loan, as well as all associated costs and expenses pursuant to which a payoff amount of $81.9 million was outstanding; in March 2022, proceeds of the Tranche B Loan were drawn in connection with the full repayment of all amounts outstanding under the 2022 Convertible Notes, as well as all associated costs and expenses pursuant to which a payoff amount of $111.1 million was outstanding.

The Loan Agreement contains certain customary representations and warranties. In addition, the Loan Agreement includes covenants, such as the requirement to maintain minimum trailing twelve-month net sales in an amount that began at $200.0 million for the quarter ending March 31, 2022 and increases to $210.0 million for the quarter ended March 31, 2024. As a result of the Consent and Amendment entered into on February 5, 2024, beginning in the second quarter of 2024 and continuing through the quarter ended December 31, 2026, the requirement is to maintain minimum trailing twelve-month net sales of $125.0 million. In addition, there is a requirement to maintain a minimum trailing twelve-month net sales for LOQTORZI tested quarterly at the end of each quarter commencing with the quarter ended December 31, 2024. Further, the Loan Agreement includes certain other affirmative covenants and negative covenants, including, covenants and restrictions that among other things, restrict the Company’s ability to incur liens, incur additional indebtedness, make investments, engage in certain mergers and acquisitions or asset sales, and declare dividends or redeem or repurchase capital stock. The Loan Agreement also contains customary events of default, including among other things, the Company’s failure to make any principal or interest payments when due, the occurrence of certain bankruptcy or insolvency events or its breach of the covenants under the Loan Agreement. Upon the occurrence of an event of default, the Lenders may, among other things, accelerate the Company’s obligations under the Loan Agreement. A change of control of the Company triggers a mandatory prepayment of the 2027 Term Loans within ten business days. See Note 17. Subsequent Events for further information regarding the Consent and Amendment to the 2027 Term Loans.

As of December 31, 2023, the Company was in full compliance with these covenants and there were no events of default under the 2027 Term Loans.

In connection with the closing of Tranche A, the Company incurred $7.8 million in debt discounts and issuance costs of which $6.8 million related to all the tranches of the 2027 Term Loans and was thus allocated pro rata between the tranches. The unamortized debt

discount and issuance costs allocated to funded tranches are presented as deductions to the 2027 Term Loan balance and are amortized into interest expense using the effective interest method. The $2.3 million allocated to Tranche B was fully amortized over the commitment period prior to funding and recognized as interest expense in the first quarter of 2022. The associated debt discounts and issuance costs of unfunded tranches were deferred as assets and amortized into interest expense using the straight-line method over the commitment period of the respective tranches. At the closing dates of Tranche B on March 31, 2022 and Tranche D on September 14, 2022, the Company incurred an additional $1.0 million and $0.5 million, respectively, in debt issuance costs. As of December 31, 2023, the total remaining unamortized debt discount and debt offering costs related to Tranches A, B and D of $3.5 million will be amortized using the effective interest rate over the remaining term of 3.0 years.

The following table presents the components of interest expense related to the 2027 Term Loans:


	Year Ended December 31,
(in thousands)	2023		2022
Contractual interest	$	34,289	$	20,243
Amortization of debt discount and debt issuance costs		1,094		4,550
Total interest expense	$	35,383	$	24,793

Assuming the fourth quarter of 2023 interest rate of 13.91%, future payments on the 2027 Term Loans as of December 31, 2023, are as follows:


Year ending December 31, (in thousands)
2024 - interest only	$	35,345
2025 - interest only		35,248
2026 - principal and interest		224,607
2027 - principal and interest		50,097
Total minimum payments		345,297
Less amount representing interest		(95,297)
2027 Term Loans, gross		250,000
Less unamortized debt discount and debt issuance costs		(3,519)
Net carrying amount of 2027 Term Loans	$	246,481

The table above does not reflect any adjustment for transactions contemplated by the Consent and Amendment entered into on February 5, 2024, including any prepayments to the 2027 Term Loans.

1.5% Convertible Senior Subordinated Notes due 2026

In April 2020, the Company issued and sold $230.0 million aggregate principal amount of its 2026 Convertible Notes in a private offering to qualified institutional buyers pursuant to Rule 144A under the Securities Act. The net proceeds from the offering were $222.2 million after deducting initial purchasers’ fees and offering expenses. The 2026 Convertible Notes are general unsecured obligations and will be subordinated to the Company’s designated senior indebtedness (as defined in the indenture for the 2026 Convertible Notes) and structurally subordinated to all existing and future indebtedness and other liabilities, including trade payables. The 2026 Convertible Notes accrue interest at a rate of 1.5% per annum, payable semi-annually in arrears on April 15 and October 15 of each year, since October 15, 2020, and will mature on April 15, 2026, unless earlier repurchased or converted.

At any time before the close of business on the second scheduled trading day immediately before the maturity date, noteholders may convert their 2026 Convertible Notes at their option into shares of the Company’s common stock, together, if applicable, with cash in lieu of any fractional share, at the then-applicable conversion rate. The initial conversion rate is 51.9224 shares of common stock per $1,000 principal amount of the 2026 Convertible Notes, which represents an initial conversion price of approximately $19.26 per share of common stock. The initial conversion price represents a premium of approximately 30.0% over the last reported sale of $14.82 per share of the Company’s common stock on the Nasdaq Global Market on April 14, 2020, the date the 2026 Convertible Notes were issued. The conversion rate and conversion price will be subject to customary adjustments upon the occurrence of certain events. If a “make-whole fundamental change” (as defined in the indenture for the 2026 Convertible Notes) occurs, the Company will, in certain circumstances, increase the conversion rate for a specified period of time for noteholders who convert their 2026 Convertible Notes in connection with that make-whole fundamental change. The 2026 Convertible Notes are not redeemable at the Company’s election before maturity. If a “fundamental change” (as defined in the indenture for the 2026 Convertible Notes) occurs, then, subject to a limited exception,

noteholders may require the Company to repurchase their 2026 Convertible Notes for cash. The repurchase price will be equal to the principal amount of the 2026 Convertible Notes to be repurchased, plus accrued and unpaid interest, if any, to, but excluding, the applicable repurchase date.

The 2026 Convertible Notes have customary provisions relating to the occurrence of “events of default” (as defined in the Indenture for the 2026 Convertible Notes). The occurrence of such events of default could result in the acceleration of all amounts due under the 2026 Convertible Notes.

As of December 31, 2023, the Company was in full compliance with these covenants, and there were no events of default under the 2026 Convertible Notes.

The Company evaluated the features embedded in the 2026 Convertible Notes under the relevant accounting rules and concluded that the embedded features do not meet the requirements for bifurcation, and therefore do not need to be separately accounted for as an equity component. The proceeds received from the issuance of the convertible debt were recorded as a liability in the consolidated balance sheets.

Capped Call Transactions

In connection with the pricing of the 2026 Convertible Notes, the Company paid $18.2 million to enter into privately negotiated capped call transactions with one or a combination of the initial purchasers, their respective affiliates and other financial institutions. The capped call transactions are generally expected to reduce the potential dilution upon conversion of the 2026 Convertible Notes in the event that the market price per share of the Company’s common stock, as measured under the terms of the capped call transactions, is greater than the strike price of the capped call transactions, which initially corresponds to the conversion price of the 2026 Convertible Notes, and is subject to anti-dilution adjustments generally similar to those applicable to the conversion rate of the 2026 Convertible Notes. Since inception, the cap price has been $25.93 per share, which represents a premium of approximately 75.0% over the last reported sale price of the Company’s common stock of $14.82 per share on April 14, 2020, and is subject to certain adjustments under the terms of the capped call transactions.

The capped call transactions are accounted for as separate transactions from the 2026 Convertible Notes and classified as equity instruments. Therefore, the total $18.2 million capped call premium paid was recorded as a reduction to additional paid-in capital in the consolidated balance sheets in 2020. The capped calls will not be subsequently re-measured as long as the conditions for equity classification continue to be met.

The Company incurred $0.9 million of debt issuance costs relating to the issuance of the 2026 Convertible Notes, which were recorded as a reduction to the notes in the consolidated balance sheet. The debt issuance costs are being amortized and recognized as additional interest expense over the six-year contractual term of the notes using the effective interest rate method.

If the 2026 Convertible Notes were converted on December 31, 2023, the holders of the 2026 Convertible Notes would have received common shares with an aggregate value of $39.8 million based on the Company’s closing stock price of $3.33 as of December 29, 2023.

The following table presents the components of interest expense related to 2026 Convertible Notes:


	Year Ended December 31,
(in thousands)	2023		2022		2021
Stated coupon interest	$	3,450	$	3,450	$	3,450
Amortization of debt discount and debt issuance costs		1,313		1,286		1,259
Total interest expense	$	4,763	$	4,736	$	4,709

The remaining unamortized debt discount and debt offering costs related to the Company’s 2026 Convertible Notes of $3.1 million as of December 31, 2023, will be amortized using the effective interest rate over the remaining term of the 2026 Convertible Notes. The annual effective interest rate is 2.1% for the 2026 Convertible Notes.

Future payments on the 2026 Convertible Notes as of December 31, 2023 are as follows:


Year ending December 31, (in thousands)
2024 - interest only	$	3,450
2025 - interest only		3,450
2026 - principal and interest		231,725
Total minimum payments		238,625
Less amount representing interest		(8,625)
2026 Convertible Notes, principal amount		230,000
Less unamortized debt discount and debt issuance costs		(3,112)
Net carrying amount of 2026 Convertible Notes	$	226,888

8.2% Convertible Notes due 2022

On February 29, 2016, the Company issued and sold $100.0 million aggregate principal amount of its 8.2% Convertible Senior Notes due 2022. The 2022 Convertible Notes constituted general, senior unsubordinated obligations of the Company and were guaranteed by certain subsidiaries of the Company, bore interest at a fixed coupon rate of 8.2% per annum payable quarterly and matured on March 31, 2022. In March 2022, the Company fully repaid the 2022 Convertible Notes, and as a result had no continuing obligations associated with them thereafter. The payoff amount of $111.1 million included the repayment of the entire outstanding principal amount, the 9.0% premium of the outstanding principal amount and accrued and unpaid interest.

The 2022 Convertible Notes were issued to Healthcare Royalty Partners III, L.P., for $75.0 million in aggregate principal amount, and to three related party investors, KKR Biosimilar L.P., MX II Associates LLC, and KMG Capital Partners, LLC, for $20.0 million, $4.0 million, and $1.0 million, respectively, in aggregate principal amount.

The following table presents the components of interest expense of the 2022 Convertible Notes:


	Year Ended December 31,
(in thousands)	2022		2021
Stated coupon interest	$	2,050	$	8,200
Amortization of debt discount and debt issuance costs		521		1,966
Total interest expense	$	2,571	$	10,166

2025 Term Loan

On January 7, 2019, the Company entered into the 2025 Term Loan with affiliates of Healthcare Royalty Partners (together, the “Lender”). The 2025 Term Loan consisted of a six-year term loan facility for an aggregate principal amount of $75.0 million (the “Borrowings”). Starting January 1, 2020, the Borrowings under the 2025 Term Loan bore interest at 6.75% per annum plus three month LIBOR. Interest was payable quarterly in arrears.

Pursuant to the terms of the 2025 Term Loan, the Company was required to begin paying principal on the Borrowings in equal quarterly installments beginning on January 7, 2022, with the outstanding balance to be repaid on January 7, 2025, the maturity date. In January 2022, pursuant to the Company entering into the 2027 Term Loans, the Company voluntarily prepaid all amounts outstanding under the 2025 Term Loan. The payoff amount of $81.9 million included principal repayment in full, accrued interest, a 5.0% prepayment premium fee of the Borrowings principal amount, and an exit fee of 4.0% of the Borrowings principal amount. The prepayment premium fee and unamortized exit fee, debt discount and debt issuance costs, net from the 2025 Term Loan totaled $6.2 million and was recorded in loss on debt extinguishment in the consolidated statements of operations for 2022.

The following table presents the components of interest expense of the 2025 Term Loan:


	Year Ended December 31,
(in thousands)	2022		2021
Stated coupon interest	$	154	$	7,034
Amortization of debt discount and debt issuance costs		16		1,032
Total interest expense	$	170	$	8,066

- Definition

The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Subparagraph (h)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(c))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480678/235-10-S99-1

Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 470
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org//470/tableOfContent

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Subparagraph (g)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Subparagraph (i)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1C
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1C

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1C
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1C

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1C
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1C

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1E
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1E

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1I
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1I

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1I
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1I

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1I
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1I

+ Details

Organization and Significant Accounting Policies - Property and Equipment (Details)	Dec. 31, 2023
Property and Equipment, Net
Estimated useful lives, description	us-gaap:UsefulLifeTermOfLeaseMember
Furniture and fixtures
Property and Equipment, Net
Estimated useful lives	5 years
Machinery and equipment
Property and Equipment, Net
Estimated useful lives	5 years
Maximum \| Computer equipment and software
Property and Equipment, Net
Estimated useful lives	7 years
Minimum \| Computer equipment and software
Property and Equipment, Net
Estimated useful lives	3 years

Restructuring Charges

12 Months Ended

Dec. 31, 2023

Restructuring Charges.

Restructuring Charges

15.	Restructuring Charges

On March 3, 2023, the Company committed to a plan to reduce its workforce to focus resources on strategic priorities including the commercialization of its diversified product portfolio and development of innovative immuno-oncology product candidates. The reduction in force impacted approximately 50 full-time and part-time employees, effective March 10, 2023 for most of these employees. In the first quarter of 2023, non-recurring restructuring charges associated with the reduction in force consisted of $3.9 million in cash expenses related to personnel expenses such as salaries, severance payments and other benefits; and $1.5 million in non-cash stock-based compensation related to acceleration of vesting and extension of the stock option exercise windows for two impacted executives; partially offset by $0.5 million in non-cash stock-based compensation forfeiture credits. The reduction in force was completed during the second quarter of 2023.

For the year ended December 31, 2023, the consolidated statements of operations include $3.6 million in research and development expense and $1.3 million in selling, general and administrative expense related to the reduction in force.

Organization and Summary of Significant Accounting Policies

12 Months Ended

Dec. 31, 2023

Organization and Summary of Significant Accounting Policies

Organization and Summary of Significant Accounting Policies

Coherus BioSciences, Inc.

Notes to Consolidated Financial Statements

1.Organization and Significant Accounting Policies

Description of the Business

Coherus BioSciences, Inc. (the “Company” or “Coherus”) is a commercial-stage biopharmaceutical company focused on the research, development and commercialization of its portfolio of FDA-approved oncology products, including LOQTORZI. The Company’s strategy is to build a leading immuno-oncology business funded with cash generated from its diversified portfolio of FDA-approved therapeutics. The Company’s headquarters and laboratories are located in Redwood City, California and in Camarillo, California, respectively. The Company sells UDENYCA (pegfilgrastim-cbqv), a biosimilar to Neulasta, a long-acting granulocyte-colony stimulating factor, in the United States. On August 2, 2022, the FDA approved CIMERLI® (ranibizumab-eqrn), a biosimilar to Lucentis, and commercial launch commenced in October 2022 in the United States. The Company launched YUSIMRY® (adalimumab-aqvh), a biosimilar to Humira (adalimumab), in the United States in July 2023. On October 27, 2023, the Company announced that LOQTORZI™ (toripalimab-tpzi) was approved by the FDA in combination with cisplatin and gemcitabine for the first-line treatment of adults with metastatic or recurrent locally advanced NPC, and as monotherapy for the treatment of adults with recurrent, unresectable, or metastatic NPC with disease progression on or after platinum-containing chemotherapy. LOQTORZI is a novel PD-1 inhibitor that the Company developed in collaboration with Junshi Biosciences. The Company announced the launch of LOQTORZI in the U.S. on January 2, 2024. On January 19, 2024, the Company entered into the Purchase Agreement by and between the Company and Sandoz. Pursuant to the terms and subject to the conditions set forth in the Purchase Agreement, on March 1, 2024, the Company completed the Sale Transaction for its CIMERLI ophthalmology franchise through the sale of its subsidiary, Coherus Ophthalmology LLC, to Sandoz for upfront, all-cash consideration of $170.0 million plus an additional $17.8 million for CIMERLI product inventory and prepaid manufacturing assets. Such consideration is subject to certain adjustments that will be finalized following the closing pursuant to the Purchase Agreement.

The Company’s product pipeline comprises the following three product candidates: CHS-1000, an antibody targeting ILT4; casdozokitug (CHS-388, formerly SRF388), an antibody targeting IL-27; and CHS-114 (formerly SRF114), a highly specific afucosylated IgG1 antibody targeting CCR8. In addition to the Company’s internally developed portfolio of product candidates, the Company has two product candidates, NZV930 and GSK4381562, which are exclusively licensed to Novartis Institutes and GSK, respectively.

Basis of Consolidation

The accompanying consolidated financial statements have been prepared in accordance with U.S. GAAP and include the accounts of Coherus and its wholly-owned subsidiaries. The Company does not have any significant interest in variable interest entities. All material intercompany transactions and balances have been eliminated upon consolidation.

Use of Estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to make judgements, 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. Accounting estimates and judgements are inherently uncertain, and the actual results could differ from these estimates.

Segment Reporting and Revenue by Geographic Region

The Company operates and manages its business as one reportable and operating segment, which is the business of 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. Primarily, all revenue is generated and all long-lived assets are maintained in the United States.

Cash, Cash Equivalents and Restricted Cash

Cash, cash equivalents and restricted cash comprise cash and highly liquid investments with original maturities of 90 days or less.

The following table provides a reconciliation of cash, cash equivalents and restricted cash within the consolidated balance sheets and which, in aggregate, represent the amount reported in the consolidated statements of cash flows:


(in thousands)	January 1,
At beginning of period:	2023		2022		2021
Cash and cash equivalents	$	63,547	$	417,195	$	541,158
Restricted cash		440		440		440
Total cash, cash equivalents and restricted cash	$	63,987	$	417,635	$	541,598

	December 31,
At end of period:	2023		2022		2021
Cash and cash equivalents	$	102,891	$	63,547	$	417,195
Restricted cash		452		440		440
Total cash, cash equivalents and restricted cash	$	103,343	$	63,987	$	417,635

Restricted cash consists of deposits for letters of credit that the Company has provided to secure its obligations under certain leases and is included in other assets, non-current in the consolidated balance sheets.

The Company classifies the up-front and milestone payments related to licensing arrangements as cash flows used in investing activities in its consolidated statements of cash flows.

Trade Receivables

Trade receivables are recorded net of allowances for chargebacks, chargeback prepayments, cash discounts for prompt payment and credit losses. The Company estimates an allowance for expected credit losses by considering factors such as historical experience, credit quality, the age of the accounts receivable balances, and current economic conditions that may affect a customer’s ability to pay. The corresponding expense for the credit loss allowance is reflected in selling, general and administrative expenses and was not material during the periods presented. The Company believes that its allowance for expected credit losses was adequate and immaterial as of December 31, 2023 and 2022.

Investments in Marketable Securities

Investments in marketable securities primarily consist of U.S. Treasury securities, government agency securities, commercial paper, corporate bonds and market money funds. Management determines the appropriate classification of investments in marketable securities at the time of purchase based upon management’s intent with regards to such investment and reevaluates such designation as of each balance sheet date. The Company’s investment policy requires that it only invests in highly rated securities and limits its exposure to any single issuer, except for securities issued by the U.S. government. All investments in marketable debt securities are held as “available-for-sale” and are carried at the estimated fair value as determined based upon quoted market prices or pricing models for similar securities.

The Company classifies investments in marketable securities as short-term when they have remaining contractual maturities of one year or less from the balance sheet date. The Company regularly reviews its investments for declines in fair value below the amortized cost basis to determine whether the impairment, if any, is due to credit-related or other factors. This review includes the credit worthiness of the security issuers, the severity of the unrealized losses, whether the Company has the intent to sell the securities and whether it is more likely than not that the Company will be required to sell the securities before the recovery of the amortized cost basis. Unrealized gains and losses on available-for-sale debt securities are reported as a component of accumulated comprehensive income (loss), with the exception of unrealized losses believed to be related to credit losses, if any, which are recognized in earnings in the period the impairment occurs. Impairment assessments are made at the individual security level each reporting period. When the fair value of an available-for-sale debt investment is less than its cost at the balance sheet date, a determination is made as to whether the impairment is related to a credit loss and, if it is, the portion of the impairment relating to credit loss is recorded as an allowance through net income. There were no impairments related to credit losses during any of the periods presented. Realized gains and losses, if any, on available-for-sale securities

are included in other income (expense), net, in the consolidated statements of operations based on the specific identification method. During 2023, 2022 and 2021, interest income from marketable securities was $2.8 million, $1.9 million and $1.4 million, respectively, and is included in other income (expense), net, in the consolidated statements of operations.

Concentrations of Risk

The Company’s financial instruments that are exposed to concentration of credit risk consist primarily of cash, cash equivalents, investments in marketable securities and trade receivables. The Company attempts to minimize the risks related to cash, cash equivalents and marketable securities by investing in a broad and diverse range of financial instruments. The investment portfolio is maintained in accordance with the Company’s investment policy, which defines allowable investments, specifies credit quality standards and limits the credit exposure of any single issuer. The Company monitors the credit worthiness of customers that are granted credit in the normal course of business. In general, there is no requirement for collateral from customers.

Substantially all of the Company’s revenues are in the United States to three wholesalers. During 2023, the products sold by the Company were UDENYCA, CIMERLI, YUSIMRY and LOQTORZI. During 2022, UDENYCA and CIMERLI were the only products sold by the Company, and in 2021 UDENYCA accounted for all of the Company’s revenues.

The Company enters into a strategic commercial supply agreement for each of its products. The Company currently has not engaged back-up suppliers or vendors. If any of the Company’s current vendors are not able to manufacture the supply needed in the quantities and timeframe required, the Company may not be able to supply the product in a timely manner.

Derivative Instruments

In January 2023, the Company commenced using derivative contracts (foreign exchange option contracts) for the purpose of economically hedging exposure to changes in currency fluctuations between the U.S. Dollar and the Euro. The Company recognizes all derivatives at fair value on the consolidated balance sheets, and corresponding gains and losses are recognized in other income (expense), net in the consolidated statements of operations. The estimated fair value of derivative financial instruments represents the amount required to enter into similar contracts with similar remaining maturities based on quoted market prices. During the periods presented, the Company did not apply hedge accounting to these instruments. There are no derivative instruments entered into for speculative or trading purposes. Since the Company's foreign exchange derivatives all matured and settled by December 31, 2023, there were no derivative assets or derivative liabilities as of December 31, 2023.

Business Combination Accounting & Valuation of Acquired Assets

The Company accounts for acquisitions of entities that include inputs and processes and have the ability to create outputs as business combinations. Judgment is required in assessing whether the acquired processes or activities, along with their inputs, meet the criteria to constitute a business, as defined by U.S. GAAP.

The acquisition method of accounting requires the recognition of assets acquired and liabilities assumed at their acquisition date fair values. The excess of the fair value of consideration transferred over the fair value of the net assets acquired is recorded as goodwill, or when there is an excess of the fair values of these identifiable assets and liabilities over the fair value of purchase consideration, a bargain purchase gain is recorded in the consolidated statements of operations. The estimations of fair values based on non-observable inputs that are included in valuation models. An income approach, which generally relies upon projected cash flow models, is used in estimating the fair value of the acquired intangible assets. These cash flow projections are based on management's estimates of economic and market conditions including the estimated future cash flows from revenues of acquired assets, the timing and projection of costs and expenses and the related profit margins, tax rates, and discount rate.

During the measurement period, which occurs before finalization of the purchase price allocation, changes in assumptions and estimates that result in adjustments to the fair values of assets acquired and liabilities assumed, if based on facts and circumstances existing at the acquisition date, are recorded on a retroactive basis as of the acquisition date, with the corresponding offset to goodwill or bargain purchase gain (See Note 6. Surface Acquisition).

Foreign Currency

Monetary assets and liabilities denominated in foreign currency are remeasured at period-end exchange rates. Non-monetary assets and liabilities denominated in foreign currencies are remeasured at historical rates. Translation gains and losses are included in

accumulated other comprehensive loss in stockholders’ equity (deficit). Revenue and expense accounts are translated to U.S. dollars at average exchange rates in effect during the period with resulting transaction gains and losses recognized in other income (expense), net in the consolidated statements of operations. The Company has not experienced material foreign currency transaction gains and losses for any of the years presented.

Inventory

Inventory is stated at the lower of cost or estimated net realizable value with cost determined under the first-in first-out method. Inventory costs include third-party contract manufacturing, third-party packaging services, freight, labor costs for personnel involved in the manufacturing process, and indirect overhead costs. The Company primarily uses actual costs to determine the cost basis for inventory. The determination of excess or obsolete inventory requires judgment including consideration of many factors, such as estimates of future product demand, current and future market conditions, product expiration information, and potential product obsolescence, among others. During 2023 and 2022, the Company recorded $52.6 million and $26.0 million in inventory write-downs, respectively, within cost of goods sold in the consolidated statements of operations. The 2023 charge was primarily for the write-down of slow moving YUSIMRY inventory and the related partial recognition of certain firm purchase commitments. The 2022 charge was due to the competitive environment and lower demand for UDENYCA resulting in certain inventory becoming at risk of expiration.

Although the Company believes the assumptions used in estimating potential inventory write-downs are reasonable, if actual market conditions are less favorable than projected by management, write-downs of inventory, charges related to firm purchase commitments, or both may be required which would be recorded as cost of goods sold in the consolidated statements of operations. Adverse developments affecting the Company’s assumptions of the level and timing of demand for its products include those that are outside of the Company’s control such as the actions taken by competitors and customers, the direct or indirect effects of the COVID-19 pandemic, and other factors.

Prior to the regulatory approval of product candidates, the Company incurs expenses for the manufacture of drug products that could potentially be available to support the commercial launch of the products. Inventory costs are capitalized when future commercialization is considered probable and the future economic benefit is expected to be realized, based on management’s judgment. 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. Inventory in the consolidated balance sheets as of December 31, 2023 was related to UDENYCA, YUSIMRY, CIMERLI and LOQTORZI. The Company began to capitalize inventory costs associated with UDENYCA, CIMERLI and LOQTORZI after receiving final regulatory approval in November 2018, August 2022, and October 2023, respectively, and capitalization of YUSIMRY inventory costs began in the second quarter of 2022 when sales were deemed probable.

Property and Equipment

Property and equipment is stated at cost less accumulated depreciation and amortization. Maintenance and repairs are charged to expense as incurred. Interest costs incurred during the construction of major capital projects are capitalized until the underlying asset is ready for its intended use, at which point the capitalized interest costs are amortized as depreciation or amortization expense over the life of the underlying asset. When the Company disposes of property and equipment, it removes the associated cost and accumulated depreciation from the related accounts in the consolidated balance sheets and include any resulting gain or loss in the consolidated statements of operations. Eligible costs of internal use software and implementation costs of certain hosting arrangements are capitalized and amortized over the estimated useful life of the software or associated hosting arrangement, as applicable. Depreciation and amortization are recognized using the straight-line method over the following estimated useful lives:


Computer equipment and software		3 - 7 years
Furniture and fixtures		5 years
Machinery and equipment		5 years
Leasehold improvements		Shorter of lease term or useful life

Goodwill and Intangible Assets

Goodwill represents the excess of the consideration transferred over the fair value of net assets acquired in a business combination. Goodwill is not amortized but is evaluated for impairment on an annual basis, during the fourth quarter, or more frequently if an event occurs or circumstances change that would more-likely-than-not reduce the fair value of the Company’s single reporting unit below its carrying amount.

Acquired in-process research and development (“IPR&D”) that the Company acquires in conjunction with the acquisition of a business represents the fair value assigned to incomplete research projects which, at the time of acquisition, have not reached technological feasibility. The amounts are capitalized and are accounted for as indefinite-lived intangible assets, subject to impairment testing until completion or abandonment of the projects. Upon successful completion of each IPR&D project, the Company will commence amortization over the useful life of the intangible asset, which will generally be determined by the period in which the substantial majority of the cash flows are expected to be generated. The Company evaluates IPR&D for impairment on an annual basis, during the fourth quarter, or more frequently if impairment indicators exist.

Finite-lived intangible assets are generally amortized on a straight-line basis over their estimated economic life and are reviewed periodically for impairment. The amortization expense related to capitalized milestone payments under license agreements and the amortization expense from out-licenses are recorded as a component of cost of goods sold in the consolidated statements of operations. The estimated life for capitalized milestone payments is ten years, and the life for acquired out-licenses is fifteen years.

Impairment of Long-Lived Assets

Long-lived assets, including property and equipment and finite-lived intangible assets, are reviewed for impairment whenever facts or circumstances either internally or externally may indicate that the carrying value of an asset may not be recoverable. If there is an indication of impairment, the Company tests for recoverability by comparing the estimated undiscounted future cash flows expected to result from the use of the asset to the carrying amount of the asset or asset group. If the asset or asset group is determined to be impaired, any excess of the carrying value of the asset or asset group over its estimated fair value is recognized as an impairment loss.

Accrued Research and Development Expense

Clinical trial costs are a component of research and development expense. The Company accrues and expenses clinical trial activities performed by third parties based upon actual work completed in accordance with agreements established with clinical research and manufacturing organizations and clinical sites. The Company determines the actual costs through monitoring patient enrollment, discussions with internal personnel and external service providers regarding the progress or stage of completion of trials or services and the agreed-upon fee to be paid for such services.

Contingent Consideration

Contingent consideration relates to the potential payments to holders of the CVRs that are contingent upon the achievement of the Company and certain third-parties meeting product development or financial performance milestones. For transactions accounted for as business combinations, the Company records contingent consideration at fair value at the date of the acquisition based on the consideration expected to be transferred. Liabilities for contingent consideration are remeasured each reporting period and subsequent changes in fair value are recognized within loss from operations in the consolidated statements of operations. The assumptions utilized in the calculation of the fair values include probability of success and the discount rates. Contingent consideration involves certain assumptions requiring significant judgment and actual results may differ from estimated amounts.

Net Revenues

The Company sells to wholesalers and distributors, (collectively, “Customers”). The Customers then resell to hospitals and clinics (collectively, “Healthcare Providers”) pursuant to contracts with the Company. In addition to distribution agreements with Customers and contracts with Healthcare Providers, the Company enters into arrangements with group purchasing organizations (“GPOs”) that provide for United States government-mandated or privately negotiated rebates, chargebacks and discounts. The Company also enters into rebate arrangements with payers, which consist primarily of commercial insurance companies and government entities, to cover the reimbursement of products to Healthcare Providers. The Company provides co-payment assistance to patients who have commercial insurance and meet certain eligibility requirements. Revenue from product sales is recognized at the point when a Customer obtains control of the product and the Company satisfies its performance obligation, which generally occurs at the time product is shipped to the Customer. Payment terms differ by jurisdiction and customer, but payment terms typically range from 30 to approximately 90 days from date of shipment and may be extended during the launch period of a new product.

Product Sales Discounts and Allowances

Revenue from product sales is recorded at the net sales price (“transaction price”), which includes estimates of variable consideration for which reserves are established and that result from chargebacks, rebates, co-pay assistance, prompt-payment discounts,

returns and other allowances that are offered within contracts between the Company and its Customers, Healthcare Providers, payers and GPOs. These reserves are based on the amounts earned or to be claimed on the related sales and are classified as reductions in trade receivables (if the amounts are payable to a Customer) or current and non-current liabilities (if the amounts are payable to a party other than a Customer). Where appropriate, these estimates take into consideration a range of possible outcomes that are probability-weighted for relevant factors such as historical experience, current contractual and statutory requirements, specifically known market events and trends, industry data and forecasted Customer buying and payment patterns. Overall, these reserves reflect the best estimates of the amount of consideration to which the Company is entitled based on the terms of its contracts. The amount of variable consideration that is included in the transaction price may be constrained, and is included in the net sales price only to the extent that it is probable that a significant reversal in the amount of the cumulative revenue recognized will not occur in a future period. The actual amount of consideration ultimately received may differ. If actual results in the future vary from the Company’s estimates, the estimates will be adjusted, which will affect net product revenue in the period that such variances become known.

Chargebacks: Chargebacks are discounts that occur when Healthcare Providers purchase directly from a Customer. Healthcare Providers, which belong to Public Health Service institutions, non-profit clinics, government entities, GPOs, and health maintenance organizations, generally purchase the product at a discounted price. The Customer, in turn, charges back to the Company the difference between the price initially paid by the Customer and the discounted price paid by the Healthcare Providers to the Customer. The allowance for chargebacks is based on an estimate of sales through to Healthcare Providers from the Customer.

Discounts for Prompt Payment: The Company provides for prompt payment discounts to its Customers, which are recorded as a reduction in revenue in the same period that the related product revenue is recognized.

Rebates: Rebates include mandated discounts under the Medicaid Drug Rebate Program, other government programs and commercial contracts. Rebate amounts owed after the final dispensing of the product to a benefit plan participant are based upon contractual agreements or legal requirements with these public sector benefit providers. The accrual for rebates is based on statutory or contractual discount rates and expected utilization. The estimates for the expected utilization of rebates are based on Customer and commercially available payer data, as well as data collected from the Healthcare Providers, Customers, GPOs, and historical utilization rates. Rebates invoiced by payers, Healthcare Providers and GPOs are paid in arrears. If actual future rebates vary from estimates, the Company may need to adjust its accruals, which would affect net product revenue in the period of adjustment.

Co-payment Assistance: Patients who have commercial insurance and meet certain eligibility requirements may receive co-payment assistance. The calculation of the accrual for co-pay assistance is based on an estimate of claims and the cost per claim that the Company expects to receive associated with product that has been recognized as revenue.

Product Returns: The Company offers its Customers limited product return rights, which are principally based upon whether the product is damaged or defective, or the product’s expiration date.

Other Allowances: The Company pays fees to Customers and GPOs for account management, data management and other administrative services. To the extent that the services received are distinct from the sale of products to the customer, these payments are classified in selling, general and administrative expense in the Company’s consolidated statements of operations, otherwise they are included as a reduction in product revenue.

Royalty Revenue

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). Royalty revenue was immaterial for all periods presented and is included in net revenue.

Cost of Goods Sold

Cost of goods sold consists primarily of third-party manufacturing, distribution, certain overhead costs, royalties on certain products, and charges for inventory write-downs. Through March 31, 2021, a portion of the costs of producing UDENYCA sold was expensed as research and development before the FDA approval of UDENYCA and therefore is not reflected in cost of goods sold. All the inventory expensed prior to approval of UDENYCA was fully utilized by March 31, 2021; thus, the costs of producing UDENYCA are fully reflected in cost of goods sold beginning April 1, 2021.

On May 2, 2019, the Company and Amgen settled a trade secret action brought by Amgen. As a result, cost of goods sold reflects a mid-single digit royalty on UDENYCA net product revenue, which began on July 1, 2019. The royalty cost will continue for five years pursuant to the settlement. Additionally, the Company shares a percentage of gross profits on sales of Bioeq Licensed Products in the United States with Bioeq in the low- to mid-fifty percent range. The Company incurs royalties on net sales of LOQTORZI in the low- to mid-twenty percent range and on net sales of YUSIMRY in the mid-single digit range. Pursuant to the Genentech Agreement, the Company incurred a royalty that was a low single-digit percentage of net sales of CIMERLI through the end of 2023.

In 2023, 2022 and 2021, cost of goods sold included inventory write-downs, net of $52.6 million, $26.0 million and $5.1 million, respectively.

Research and Development Expense

Research and development expense represents costs incurred to conduct research, such as the discovery and development of product candidates. The Company recognizes all research and development costs as they are incurred. The Company currently tracks research and development costs incurred on a product candidate basis only for external research and development expenses. The Company’s external research and development expense consists primarily of:

●

expense incurred under agreements with collaborators, consultants, third-party CROs, and investigative sites where a substantial portion of the Company’s preclinical studies and all of its clinical trials are conducted;

●

costs of acquiring originator comparator materials and manufacturing preclinical study and clinical trial supplies and other materials from CMOs, and related costs associated with release and stability testing;

●

costs associated with manufacturing process development activities, analytical activities and pre-launch inventory manufactured prior to regulatory approval being obtained or deemed to be probable; and

●

upfront and milestone payments related to licensing and collaboration agreements.

Internal costs are associated with activities performed by the Company’s research and development organization and generally benefit multiple programs. These costs are not separately allocated by product candidate. Unallocated, internal research and development costs consist primarily of:

●

personnel-related expense, which include salaries, benefits and stock-based compensation; and

●

facilities and other allocated expense, which include direct and allocated expense for rent and maintenance of facilities, depreciation and amortization of leasehold improvements and equipment, laboratory and other supplies.

License Agreements

The Company has entered and may continue to enter into license agreements to access and utilize certain technology. To determine whether the licensing transactions should be accounted for as a business combination or as an asset acquisition, the Company makes certain judgments, which include assessing whether the acquired set of activities and assets would meet the definition of a business under the relevant accounting rules.

If the acquired set of activities and assets does not meet the definition of a business, the transaction is recorded as an asset acquisition and therefore, any acquired IPR&D that does not have an alternative future use is charged to expense at the acquisition date. To date none of the Company’s license agreements have been considered to be the acquisition of a business.

Selling, General and Administrative Expense

Selling, general and administrative expense comprises primarily compensation and benefits associated with sales and marketing, finance, human resources, legal, information technology and other administrative personnel, outside marketing, advertising and legal expenses and other general and administrative costs. The Company expenses the cost of advertising, including promotional expenses, as incurred. Advertising expenses were $10.9 million, $10.5 million and $8.7 million in 2023, 2022 and 2021, respectively.

Stock-Based Compensation

The Company’s compensation programs include stock-based awards, and the related grants under these programs are accounted for at fair value. The fair values are recognized as compensation expense on a straight-line basis over the vesting period with the related costs recorded in cost of goods sold, research and development, and selling, general and administrative expense, as appropriate. The Company accounts for forfeitures as they occur. The Company accounts for stock issued in connection with business combinations based on the fair value of the Company’s common stock on the date of issuance.

Income Taxes

The Company utilizes the liability method of accounting for deferred income taxes. Under this method, deferred tax liabilities and assets are recognized for the expected future tax consequences of temporary differences between the carrying amounts and the tax basis of assets and liabilities. A valuation allowance is established against deferred tax assets when, based on the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. The Company’s policy is to record interest and penalties on uncertain tax positions as income tax expense.

The Company recognizes uncertain income tax positions at the largest amount that is more likely than not to be sustained upon audit by the relevant taxing authority. The Company does not expect its unrecognized tax benefits from prior years to change significantly in 2024.

Operating and Finance Leases

The Company determines at an arrangement’s inception whether it is a lease. The Company does not recognize right-of-use assets and lease liabilities related to short-term leases. The Company also does not separate lease and non-lease components for its facility and vehicle leases. Operating leases are included in accrued and other current liabilities, other assets, non-current, and lease liabilities, non-current in the consolidated balance sheets. The lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise any such options. The Company recognizes operating lease expense for these leases on a straight-line basis over the lease term.

The terms of vehicles leased under the Company’s fleet agreement (“Vehicle Lease Agreement”) are 36 months. The vehicles leased under this arrangement were classified as finance leases. Finance leases are included in property and equipment, net, accrued and other current liabilities, and lease liabilities, non-current in the consolidated balance sheets. Assets under finance leases are depreciated to operating expenses on a straight-line basis over the lease term.

The operating and finance lease right-of-use assets and the lease liabilities are recognized based on the present value of lease payments over the lease term at the lease commencement date. The Company uses its incremental borrowing rate based on the information available at the commencement date or the lease modification date, as applicable, in determining the lease liabilities as the Company's leases generally do not provide an implicit rate.

Net 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 (see Note 14. Net Loss Per Share).

Comprehensive Loss

Comprehensive loss includes the following two components: net loss and other comprehensive income (loss). Other comprehensive income (loss) refers to gains and losses that are recorded as an element of stockholders’ equity (deficit), but are excluded from net loss. The Company’s other comprehensive income (loss) includes unrealized gains on available-for-sale securities and foreign currency translation adjustments in 2023, 2022 and 2021.

Reclassifications

Certain amounts in prior years’ financial statements have been reclassified to conform with the current year presentation in 2023, including amounts in the consolidated statements of cash flows. There were no changes to net cash used in operating activities in the consolidated statements of cash flows for the prior years as a result.

Recent Accounting Pronouncements

The following are recent accounting pronouncements that the Company has not yet adopted:

In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-07, Segment Reporting (Topic 280) Improvements to Reportable Segment Disclosures, which enhances the disclosures required for operating segments by requiring disclosure of significant segment expenses that are regularly provided to the CODM and included within each reported measure of segment profit or loss, among other expanded. All disclosure requirements of ASU 2023-07 are required for entities with a single reportable segment. The new standard is effective for the Company for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted and the amendments in this update should be applied retrospectively to all periods presented. The Company is currently evaluating the impact this ASU may have on its financial statement disclosures.

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which provides qualitative and quantitative updates to the rate reconciliation and income taxes paid disclosures, among others, in order to enhance the transparency of income tax disclosures, including consistent categories and greater disaggregation of information in the rate reconciliation and disaggregation by jurisdiction of income taxes paid. The new standard is effective for the Company for annual periods beginning after December 15, 2024, with early adoption permitted. The amendments in this ASU should be applied prospectively; however, retrospective application is also permitted. The Company is currently evaluating the impact this ASU may have on its financial statement disclosures.

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 consolidated financial statements as a result of future adoption.

Revenue - Gross Revenues by Significant Customer as a Percentage of Total Gross Revenues (Details) - Net Product Revenue - Customer Concentration Risk	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
McKesson
Concentration Risk
Percentage of total gross revenue	40.00%	38.00%	39.00%
Cencora (previously known as AmeriSource-Bergen Corporation)
Concentration Risk
Percentage of total gross revenue	43.00%	44.00%	39.00%
Cardinal
Concentration Risk
Percentage of total gross revenue	15.00%	17.00%	20.00%

Leases (Tables)

12 Months Ended

Dec. 31, 2023

Leases

Schedule of Balance Sheet Classification of Lease Assets and Liabilities


(in thousands)		December 31,
Assets	Balance Sheet Classification	2023		2022
Operating leases	Other assets, non-current	$	5,912	$	5,690
Finance leases	Property and equipment, net		1,022		2,584
Total leased assets		$	6,934	$	8,274


(in thousands)		December 31,
Liabilities	Balance Sheet Classification	2023		2022
Operating lease liabilities, current	Accrued and other current liabilities	$	1,424	$	3,127
Operating lease liabilities, non-current	Lease liabilities, non-current		4,977		3,628
Total operating lease liabilities		$	6,401	$	6,755

Finance lease liabilities, current	Accrued and other current liabilities	$	721	$	1,191
Finance lease liabilities, non-current	Lease liabilities, non-current		351		1,418
Total finance lease liabilities		$	1,072	$	2,609

Other information related to lease term and discount rate


	December 31,
	2023		2022	2021
Weighted-Average Remaining Lease Term
Operating leases		3.6 years	2.2 years	3.2 years
Finance leases		1.4 years	2.2 years	1.7 years
Weighted-Average Discount Rate
Operating leases		11.8%	8.0%	8.0%
Finance leases		8.7%	8.4%	5.8%

Components of lease expense


	Year Ended December 31,
(in thousands)	2023		2022		2021
Finance lease cost
Amortization of right-of-use assets	$	1,069	$	1,228	$	707
Interest on lease liabilities		146		166		82
Total finance lease cost		1,215		1,394		789
Operating lease cost		2,984		3,154		3,066
Total lease cost	$	4,199	$	4,548	$	3,855

Supplemental cash flow information related to leases


	Year Ended December 31,
(in thousands)	2023		2022		2021
Cash paid for amounts included in measurement of lease liabilities:
Operating cash flows from operating leases	$	3,560	$	3,401	$	3,435
Operating cash flows from finance leases	$	145	$	155	$	81
Financing cash flows from finance leases	$	1,034	$	1,228	$	672
Right-of-use assets obtained in exchange for lease obligations:
Operating leases	$	2,653	$	—	$	434
Finance leases	$	—	$	2,694	$	477

Schedule of maturities of operating and finance lease liabilities


Year ending December 31, (in thousands)	Operating leases		Finance leases
2024	$	2,095	$	781
2025		2,192		358
2026		2,126		—
2027		1,531		—
Total lease payments		7,944		1,139
Less imputed interest		(1,543)		(67)
Lease liabilities	$	6,401	$	1,072

Debt Obligations - 2027 Term Loans Interest Expense Components (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Debt Instrument [Line Items]
Amortization of debt discount and debt issuance costs	$ 2,407	$ 6,431	$ 4,257
2027 Term Loans \| BioPharma Credit Investments V GP LLC
Debt Instrument [Line Items]
Contractual interest	34,289	20,243
Amortization of debt discount and debt issuance costs	1,094	4,550
Total Interest expense	$ 35,383	$ 24,793

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

+ Details

Revenue

12 Months Ended

Dec. 31, 2023

Revenue

Revenue

2.Revenue

The Company launched LOQTORZI and YUSIMRY in the United States in December and July 2023, respectively, and initiated sales of CIMERLI on October 3, 2022. All net product revenue was generated in the United States, and the Company’s net revenue was as follows:


	Year Ended December 31,
(in thousands)	2023		2022		2021
Products
UDENYCA	$	127,064	$	203,814	$	326,509
CIMERLI		125,388		6,946		—
YUSIMRY		3,574		—		—
LOQTORZI		554		—		—
Total net product revenue		256,580		210,760		326,509
Other		664		282		42
Total net revenue	$	257,244	$	211,042	$	326,551

Gross product revenues by significant customer as a percentage of total gross product revenues were as follows:


	Year Ended December 31,
	2023		2022		2021
McKesson Corporation	40	%	38	%	39	%
Cencora (previously known as AmeriSource-Bergen Corporation)	43	%	44	%	39	%
Cardinal Health, Inc.	15	%	17	%	20	%

Product Sales Discounts and Allowances

Provisions that reduce net revenue include chargebacks and discounts for prompt payment, which are recorded as a reduction in trade receivables, and rebates, other fees, co-pay assistance and returns, which are recorded as current liabilities and other liabilities, non-current in the accompanying consolidated balance sheets. The activities and ending reserve balances for each significant category of sales discounts and allowances, which constitute variable consideration, are as follows:


	Chargebacks				Other Fees,
	and Discounts				Co-pay
	for Prompt				Assistance
(in thousands)	Payment		Rebates		and Returns		Total
Balances at December 31, 2020	$	40,580	$	54,058	$	28,760	$	123,398
Provision related to sales made in:
Current period		470,791		113,705		94,703		679,199
Prior period - increase (decrease)		(2,876)		(4,976)		(3,555)		(11,407)
Payments and customer credits issued		(478,830)		(108,783)		(93,854)		(681,467)
Balances at December 31, 2021		29,665		54,004		26,054		109,723
Provision related to sales made in:
Current period		436,865		68,399		73,435		578,699
Prior period - increase (decrease)		(2,090)		(1,050)		32		(3,108)
Payments and customer credits issued		(421,763)		(82,640)		(80,408)		(584,811)
Balances at December 31, 2022		42,677		38,713		19,113		100,503
Provision related to sales made in:
Current period		590,772		143,370		110,183		844,325
Prior period - increase (decrease)		(1,361)		1,424		3,744		3,807
Payments and customer credits issued		(558,135)		(62,370)		(83,245)		(703,750)
Balances at December 31, 2023	$	73,953	$	121,137	$	49,795	$	244,885

- Definition

The entire disclosure of revenue from contract with customer to transfer good or service and to transfer nonfinancial asset. Includes, but is not limited to, disaggregation of revenue, credit loss recognized from contract with customer, judgment and change in judgment related to contract with customer, and asset recognized from cost incurred to obtain or fulfill contract with customer. Excludes insurance and lease contracts.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 9
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-9

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 10
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-10

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 15
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-15

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-12

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-12

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-12

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-12

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12
-Subparagraph (e)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-12

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (b)(2)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-13

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Name Accounting Standards Codification
-Topic 606
-Publisher FASB
-URI https://asc.fasb.org//606/tableOfContent

+ Details

Stock-Based Compensation and Employee Benefits - Summary of RSUs Activity, under 2014 Plan (Details) - Restricted stock units - $ / shares	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Number of RSUs, beginning balances	2,333,307
Number of RSUs granted	1,274,753
Number of RSUs vested	(1,280,901)
Number of RSUs canceled	(600,430)
Number of RSUs, ending balance	1,726,729	2,333,307
Weighted-Average Grant Date Fair Value, beginning balances	$ 14.66
Weighted-Average Grant Date Fair Value, RSUs granted	8.93	$ 13.34	$ 16.86
Weighted-Average Grant Date Fair Value, RSUs Vested	14.35
Weighted-Average Grant Date Fair Value, RSUs canceled	11.02
Weighted-Average Grant Date Fair Value, ending balances	$ 11.93	$ 14.66

Inventory

12 Months Ended

Dec. 31, 2023

Inventory

Inventory

4.Inventory

Inventory consisted of the following:


	December 31,
(in thousands)	2023		2022
Raw materials	$	12,975	$	10,262
Work in process		82,588		86,712
Finished goods		34,537		18,077
Total	$	130,100	$	115,051

During 2023, the Company recorded a $47.0 million charge for the write-down of slow moving YUSIMRY inventory, inclusive of the related partial recognition of $20.5 million in certain firm purchase commitments in cost of goods sold in the consolidated statements of operations. The Company has presented the partial recognition of these certain firm purchase commitments in the amounts of $11.5 million and $9.0 million in accrued and other current liabilities and other liabilities, non-current, respectively, in the consolidated balance sheets as of December 31, 2023. Inventory expected to be sold more than twelve months from the balance sheet date is classified as inventory, non-current in the consolidated balance sheets. As of December 31, 2023 and 2022, the non-current portion of inventory consisted of raw materials, work in process and a portion of finished goods. The following table presents the inventory balance sheet classifications:


	December 31,
(in thousands)	2023		2022
Inventory	$	62,605	$	38,791
Inventory, non-current		67,495		76,260
Total	$	130,100	$	115,051

Prepaid manufacturing of $23.7 million as of December 31, 2023 includes prepayments of $12.6 million to CMOs for manufacturing services of the Company’s products, which the Company expects to be converted into inventory during 2024, and prepayments of $11.1 million to various CMOs for research and development pipeline programs. Prepaid manufacturing of $17.9 million

as of December 31, 2022 included prepayments of $13.0 million to CMOs for manufacturing services of the Company’s products and prepayments of $4.9 million to various CMOs for research and development pipeline programs.

In February 2021, the Company announced the discontinuation of the development of CHS-2020, a biosimilar of Eylea as part of a realignment of research and development resources toward other development programs. As a result, the Company recognized $11.2 million within research and development expense in the consolidated statements of operations in 2021, which included an impairment charge of $3.2 million for the write-off of prepaid manufacturing services no longer deemed to have future benefits. No material expense relating to the discontinuation of CHS-2020 was recognized after March 31, 2021.

Income Taxes - Income Tax Provision (Benefit) (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Deferred
Federal	$ (380)
Subtotal	(380)
Income tax provision (benefit)	$ (380)	$ 0	$ 0

- Definition

Amount of current income tax expense (benefit) and deferred income tax expense (benefit) pertaining to continuing operations.

+ References + Details

Stock-Based Compensation and Employee Benefits - Additional Information (Details) - Employee Severance [Member] - USD ($) $ in Millions	3 Months Ended	12 Months Ended
	Mar. 31, 2023	Dec. 31, 2023
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items]
Stock-based compensation includes restructuring charges	$ 1.5
Forfeiture credit	$ 0.5
Research and development
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items]
Stock-based compensation includes restructuring charges		$ 1.1
Selling, General and Administrative Expenses
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items]
Forfeiture credit		$ 0.1

Organization and Summary of Significant Accounting Policies (Tables)

12 Months Ended

Dec. 31, 2023

Organization and Summary of Significant Accounting Policies

Schedule of Reconciliation of Cash, Cash Equivalents and Restricted Cash


(in thousands)	January 1,
At beginning of period:	2023		2022		2021
Cash and cash equivalents	$	63,547	$	417,195	$	541,158
Restricted cash		440		440		440
Total cash, cash equivalents and restricted cash	$	63,987	$	417,635	$	541,598

	December 31,
At end of period:	2023		2022		2021
Cash and cash equivalents	$	102,891	$	63,547	$	417,195
Restricted cash		452		440		440
Total cash, cash equivalents and restricted cash	$	103,343	$	63,987	$	417,635

Schedule of Estimated Useful Lives of Property Plant and Equipment


Computer equipment and software		3 - 7 years
Furniture and fixtures		5 years
Machinery and equipment		5 years
Leasehold improvements		Shorter of lease term or useful life

Commitments and Contingencies (Tables)

12 Months Ended

Dec. 31, 2023

Commitments and Contingencies.

Schedule of Non-cancelable Contractual Obligations


Year ending December 31, (in thousands)
2024	$	52,514
2025		19,154
2026		1,410
Total obligations	$	73,078

Stock-Based Compensation and Employee Benefits - Valuation Assumptions (Details)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Expected dividend yield	0.00%
2014 Employee Stock Purchase Plan (ESPP)
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Expected term (years)	6 months	6 months	6 months
Expected volatility	105.00%	70.00%	42.00%
Risk-free interest rate	5.35%	3.77%	0.06%
Employee Stock Option
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Expected term (years)	6 years	6 years 1 month 6 days	6 years 1 month 6 days
Expected volatility	64.00%	62.00%	65.00%
Risk-free interest rate	3.92%	2.37%	0.89%

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

+ Details

Related Party Transactions (Details) - USD ($) $ / shares in Units, $ in Thousands	1 Months Ended	12 Months Ended
	Feb. 28, 2021	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Related Party Transaction
Selling, general and administrative		$ 192,015	$ 198,481	$ 169,713
Stock-based compensation expense	$ 800	$ 43,110	$ 50,737	51,364
Consulting Agreement With Lanfear Advisors
Related Party Transaction
Number of options, granted	65,000
Exercise price	$ 17.60
Consulting expense				$ 200

Debt Obligations - 2026 Convertible Notes Interest Expense Components (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Debt Instrument
Amortization of debt discount and debt issuance costs	$ 2,407	$ 6,431	$ 4,257
1.5% Convertible Senior Subordinated Notes due 2026 \| Convertible Notes
Debt Instrument
Stated coupon interest	3,450	3,450	3,450
Amortization of debt discount and debt issuance costs	1,313	1,286	1,259
Total Interest expense	$ 4,763	$ 4,736	$ 4,709

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

+ Details

Stock-Based Compensation and Employee Benefits - Summary of Option Activities Under 2016 and 2014 Plans (Details) - 2016 plan and 2014 plan $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2023 USD ($) $ / shares shares
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Number of Options, Beginning balance \| shares	21,691,321
Number of Options, Granted - at fair value \| shares	5,947,607
Number of Options, Exercised \| shares	(430,504)
Number of Options, Forfeited/Canceled \| shares	(3,549,184)
Number of Options, Ending balance \| shares	23,659,240
Number of Options, Exercisable \| shares	16,279,679
Weighted-Average Exercise Price, Beginning balance \| $ / shares	$ 15.00
Weighted-Average Exercise Price, Granted - at fair value \| $ / shares	6.86
Weighted Average Exercise Price, Exercised \| $ / shares	1.61
Weighted Average Exercise Price, Forfeited/Canceled \| $ / shares	14.25
Weighted-Average Exercise Price, Ending balance \| $ / shares	13.31
Weighted Average Exercise Price, Exercisable \| $ / shares	$ 15.20
Options outstanding, Weighted-Average Remaining Contractual Terms	5 years 8 months 12 days
Options outstanding, Weighted-Average Remaining Contractual Terms, Exercisable	4 years 3 months 18 days
Options outstanding, Aggregate Intrinsic Value \| $	$ 2,337
Options outstanding, Aggregate Intrinsic Value, Exercisable \| $	$ 1,815

Organization and Significant Accounting Policies - Inventory (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Inventory write-downs	$ 52,595	$ 26,000	$ 5,133
Cost of Goods Sold
Inventory write-downs	52,600
Cost of Goods Sold \| YUSIMRY
Inventory write-downs	$ 47,000
Cost of Goods Sold \| UDENYCA
Inventory write-downs		$ 26,000

Leases

12 Months Ended

Dec. 31, 2023

Leases

Leases

10.Leases

Through December 31, 2023, the Company leased approximately 47,789 square feet of office space for its corporate headquarters in Redwood City, California (the “Lease Agreement”). Prior to an amendment to the Lease Agreement entered into on October 24, 2023 (the “Sixth Amendment”), the Lease Agreement was set to expire in September 2024 and contained a one-time option to extend the lease term for five years. Under the terms of the Sixth Amendment, the Company extended the lease term through September 30, 2027 and reduced the amount of office space leased to 27,532 square feet. The remaining 20,257 square feet of office space expired on December 31, 2023, according to the terms of the Sixth Amendment.

The Company also leases approximately 25,017 square feet for its laboratory facilities in Camarillo, California which commenced in January 2020. This lease terminates in May 2027 and contains a one-time option to extend the lease term for five years. Both facility leases provide for certain limited rent abatement and annual scheduled rent increases over their respective lease terms.

The Company determined that the above facility leases were operating leases. The options to extend the lease terms, if any, for these leases were not included as part of the right-of-use asset or lease liability as it was not reasonably certain the Company would exercise those options.

In 2019, the Company entered into the Vehicle Lease Agreement, pursuant to which the Company leased approximately 50 vehicles as of December 31, 2023. The term of each leased vehicle is 36 months and commences upon the delivery of the vehicle. The vehicles leased under this arrangement were classified as finance leases. Beginning in February 2023, the Company no longer enters into these leasing arrangements and began transitioning to a reimbursement program with employees.

Supplemental information related to the Company’s leases is as follows:


(in thousands)		December 31,
Assets	Balance Sheet Classification	2023		2022
Operating leases	Other assets, non-current	$	5,912	$	5,690
Finance leases	Property and equipment, net		1,022		2,584
Total leased assets		$	6,934	$	8,274


(in thousands)		December 31,
Liabilities	Balance Sheet Classification	2023		2022
Operating lease liabilities, current	Accrued and other current liabilities	$	1,424	$	3,127
Operating lease liabilities, non-current	Lease liabilities, non-current		4,977		3,628
Total operating lease liabilities		$	6,401	$	6,755

Finance lease liabilities, current	Accrued and other current liabilities	$	721	$	1,191
Finance lease liabilities, non-current	Lease liabilities, non-current		351		1,418
Total finance lease liabilities		$	1,072	$	2,609

Other information related to lease term and discount rate is as follows:


	December 31,
	2023		2022	2021
Weighted-Average Remaining Lease Term
Operating leases		3.6 years	2.2 years	3.2 years
Finance leases		1.4 years	2.2 years	1.7 years
Weighted-Average Discount Rate
Operating leases		11.8%	8.0%	8.0%
Finance leases		8.7%	8.4%	5.8%

The components of lease expense were as follows:


	Year Ended December 31,
(in thousands)	2023		2022		2021
Finance lease cost
Amortization of right-of-use assets	$	1,069	$	1,228	$	707
Interest on lease liabilities		146		166		82
Total finance lease cost		1,215		1,394		789
Operating lease cost		2,984		3,154		3,066
Total lease cost	$	4,199	$	4,548	$	3,855

Supplemental cash flow information related to leases was as follows:


	Year Ended December 31,
(in thousands)	2023		2022		2021
Cash paid for amounts included in measurement of lease liabilities:
Operating cash flows from operating leases	$	3,560	$	3,401	$	3,435
Operating cash flows from finance leases	$	145	$	155	$	81
Financing cash flows from finance leases	$	1,034	$	1,228	$	672
Right-of-use assets obtained in exchange for lease obligations:
Operating leases	$	2,653	$	—	$	434
Finance leases	$	—	$	2,694	$	477

As of December 31, 2023, the maturities of the lease liabilities were as follows:


Year ending December 31, (in thousands)	Operating leases		Finance leases
2024	$	2,095	$	781
2025		2,192		358
2026		2,126		—
2027		1,531		—
Total lease payments		7,944		1,139
Less imputed interest		(1,543)		(67)
Lease liabilities	$	6,401	$	1,072

Income Taxes - Reconciliation of Unrecognized Tax Benefits (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Income Taxes
Balance at beginning of year	$ 16,838	$ 15,495	$ 13,243
Additions based on tax positions related to current year	865	1,385	2,038
Additions for tax positions of prior years			214
Reductions for tax positions of prior years	(286)	(42)
Balance at end of year	$ 17,417	$ 16,838	$ 15,495

Leases - Other information related to lease term and discount rate (Details)	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Leases
Operating lease weighted average remaining term	3 years 7 months 6 days	2 years 2 months 12 days	3 years 2 months 12 days
Finance lease weighted average remaining term	1 year 4 months 24 days	2 years 2 months 12 days	1 year 8 months 12 days
Operating lease Weighted average discount rate	11.80%	8.00%	8.00%
Finance lease Weighted average discount rate	8.70%	8.40%	5.80%

Organization and Significant Accounting Policies - Derivative Instruments (Details)	Dec. 31, 2023 USD ($)
Organization and Summary of Significant Accounting Policies
Derivative Asset	$ 0
Derivative Liability	$ 0

- Definition

Fair value, after the effects of master netting arrangements, of a financial asset or other contract with one or more underlyings, notional amount or payment provision or both, and the contract can be net settled by means outside the contract or delivery of an asset. Includes assets not subject to a master netting arrangement and not elected to be offset.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 210
-Name Accounting Standards Codification
-Section 50
-Paragraph 12
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480524/946-210-50-12

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 210
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Subparagraph (e)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480524/946-210-50-6

Reference 3: http://www.xbrl.org/2003/role/exampleRef
-Topic 946
-SubTopic 210
-Name Accounting Standards Codification
-Section 55
-Paragraph 1
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480493/946-210-55-1

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 210
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Subparagraph (a)(1)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480524/946-210-50-6

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 210
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Subparagraph (a)(2)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480524/946-210-50-6

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 210
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Subparagraph (a)(4)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480524/946-210-50-6

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 210
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+ Details

Balance Sheet Components - Schedule of Property and Equipment, Net (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Property and Equipment, Net
Total property and equipment	$ 25,770	$ 28,911
Accumulated depreciation and amortization	(20,651)	(20,157)
Property and equipment, net	5,119	8,754
Machinery and equipment
Property and Equipment, Net
Total property and equipment	13,124	12,944
Computer equipment and software
Property and Equipment, Net
Total property and equipment	3,546	3,183
Furniture and fixtures
Property and Equipment, Net
Total property and equipment	1,055	1,258
Leasehold improvements
Property and Equipment, Net
Total property and equipment	5,751	6,198
Finance lease right of use assets
Property and Equipment, Net
Total property and equipment	$ 2,294	4,632
Construction in progress
Property and Equipment, Net
Total property and equipment		$ 696

Debt Obligations - 2027 Term Loan Future Payments (Details) - 2027 Term Loans $ in Thousands	3 Months Ended
	Dec. 31, 2023 USD ($)
Debt Instrument [Line Items]
Interest rate	13.91%
BioPharma Credit Investments V GP LLC
Debt Instrument [Line Items]
2024 - interest only	$ 35,345
2025 - interest only	35,248
2026 - principal and interest	224,607
2027 - principal and interest	50,097
Total minimum payments	345,297
Less amount representing interest	(95,297)
2027 Term Loans, gross	250,000
Debt Instrument Unamortized Discount Premium And Debt Issuance Costs Net	(3,519)
Net Carrying Value	$ 246,481

Consolidated Balance Sheets - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Current assets:
Cash and cash equivalents	$ 102,891	$ 63,547
Investments in marketable securities	14,857	128,134
Trade receivables, net	260,522	109,964
Inventory	62,605	38,791
Prepaid manufacturing	23,657	17,880
Other prepaids and current assets	11,099	22,918
Total current assets	475,631	381,234
Property and equipment, net	5,119	8,754
Inventory, non-current	67,495	76,260
Intangible assets, net	71,673	5,931
Other assets, non-current	9,686	8,668
Total assets	629,604	480,847
Current liabilities:
Accounts payable	35,219	11,526
Accrued rebates, fees and reserves	169,645	54,461
Accrued compensation	21,521	22,610
Accrued and other current liabilities	105,386	50,097
Total current liabilities	331,771	138,694
Term loans	246,481	245,483
Convertible notes	226,888	225,575
Lease liabilities, non-current	5,328	5,046
Other liabilities, non-current	12,561	3,467
Total liabilities	823,029	618,265
Commitments and contingencies (Note 9)
Stockholders' deficit:
Common stock ($0.0001 par value; shares authorized: 300,000,000; shares issued and outstanding: 112,215,260 and 78,851,516 at December 31, 2023 and 2022, respectively)	11	8
Additional paid-in capital	1,386,312	1,204,431
Accumulated other comprehensive loss	(248)	(249)
Accumulated deficit	(1,579,500)	(1,341,608)
Total stockholders' deficit	(193,425)	(137,418)
Total liabilities and stockholders' deficit	$ 629,604	$ 480,847

Stockholders' Deficit

12 Months Ended

Dec. 31, 2023

Equity [Abstract]

Stockholders' Deficit

11.Stockholders’ Deficit

Public Offering

On May 16, 2023, the Company entered into the Underwriting Agreement with the Underwriters, pursuant to which the Company issued and sold the Firm Shares to the Underwriters. 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, to purchase the Option Shares, which the Underwriters elected to exercise in full. The price to the public in the Public Offering was $4.25 per share. The Underwriters agreed to purchase the Shares from the Company pursuant to the Underwriting Agreement at a price of $3.995 per share.

The Offering was made pursuant to a prospectus supplement and related prospectus filed with the SEC pursuant to the Company’s Registration Statement under which the Company may offer and sell up to $150.0 million in the aggregate of its common stock, preferred stock, debt securities, warrants and units from time to time in one or more offerings. On May 18, 2023, the Company completed the sale and issuance of an aggregate of 13,529,411 Shares, including the exercise in full of the Underwriters’ option to purchase the Option Shares. The Company received net proceeds of approximately $53.6 million, after deducting the Underwriters’ discounts and commissions and offering expenses payable by the Company.

ATM Offering

On November 8, 2022, the Company filed a Registration Statement. Also on November 8, 2022, the Company entered into a Sales Agreement with Cowen, pursuant to which the Company may issue and sell from time to time up to $150.0 million of its common stock through or to Cowen as the Company’s sales agent or principal in the ATM Offering.

On May 15, 2023, pursuant to an Amendment No. 1 to Sales Agreement and in connection with the Public Offering, the Company reduced the number of shares that could be issued and sold pursuant to its ATM Offering with TD Cowen by $86.25 million, lowering the aggregate offering price under the Sales Agreement from $150.0 million to $63.75 million.

On September 11, 2023, pursuant to an Amendment No. 2 to Sales Agreement, the Company increased the number of shares that could be issued and sold pursuant to its ATM Offering with TD Cowen by $28.75 million, increasing the aggregate offering price under the Sales Agreement from $63.75 million to $92.5 million.

The following table summarizes information regarding settlements under the ATM Offering:


	Year Ended December 31,
(in thousands, except share and per share data)	2023		2022
Number of common stock shares sold during the period		3,559,761	916,884
Weighted-average price per share	$	5.43	$	7.30
Gross proceeds	$	19,339	$	6,692
Less commissions and fees		(483)		(168)
Net proceeds after commissions and fees	$	18,856	$	6,524

As of December 31, 2023, the Company had approximately $66.5 million of its common stock remaining available for sales under the ATM Offering.

Common Stock

On October 9, 2023, in accordance with the terms of the Optional Stock Purchase Agreement, the Company issued 2,225,513 shares of its common stock to the CMO for a price of $3.675 per share, with a total value of $8.2 million in this non-cash transaction. The Optional Stock Purchase Agreement gave the Company the option, in its sole discretion, to elect to pay for certain manufacturing services provided by the CMO by either paying cash or a Stock Service Fee Payment. On October 4, 2023, the Company notified the CMO of its election of the Stock Service Fee Payment. The price per share of common stock was equal to the volume-weighted average closing trading price per share of common stock on the Nasdaq Global Market over the ten-trading day period ending on and including October 6, 2023.

Debt Obligations - Convertible Notes due 2022 Narrative (Details) - USD ($) $ in Thousands		1 Months Ended	12 Months Ended
	Feb. 29, 2016	Mar. 31, 2022	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Debt Instrument
Outstanding amount payoff				$ 109,000
Amortization of debt discount and debt issuance costs			$ 2,407	6,431	$ 4,257
8.2% Convertible Notes due 2022
Debt Instrument
Interest rate description	The 2022 Convertible Notes constituted general, senior unsubordinated obligations of the Company and were guaranteed by certain subsidiaries of the Company, bore interest at a fixed coupon rate of 8.2% per annum payable quarterly and matured on March 31, 2022
Convertible Notes \| KKR Member
Debt Instrument
Principal Amount	$ 20,000
Convertible Notes \| MX II Member
Debt Instrument
Principal Amount	4,000
Convertible Notes \| KMGCP Member
Debt Instrument
Principal Amount	1,000
Convertible Notes \| Lender \| KKR Member
Debt Instrument
Principal Amount	75,000
Convertible Notes \| 8.2% Convertible Notes due 2022
Debt Instrument
Principal Amount	$ 100,000
Stated interest rate	8.20%
Outstanding amount payoff		$ 111,100
Convertible Notes Payable		$ 0
Convertible notes, premium percentage		9.00%
Interest expense				2,571	10,166
Stated coupon interest				2,050	8,200
Amortization of debt discount and debt issuance costs				$ 521	$ 1,966

Surface Acquisition - Consideration paid (Details) - Surface Oncology, Inc. $ / shares in Units, $ in Thousands	Sep. 08, 2023 USD ($) $ / shares shares
Surface Acquisition
Coherus common stock issued \| shares	11,971,460
Share price (in dollars per share) \| $ / shares	$ 4.89
Equity of combined company owned by Surface equity holders	$ 58,540
Contingent CVR liability	5,290
Equity of combined company owned by Surface former employees (1)	766
Business Combination, Consideration Transferred, Total	$ 64,596

Stock-Based Compensation and Employee Benefits - Restricted Stock Units - Additional Information (Details) - Restricted stock units - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Total grant date fair value of RSUs vested	$ 18,381	$ 13,598	$ 8,434
Total grant date fair value of RSUs granted	$ 11,386	$ 22,502	$ 27,869
Weighted-Average Grant Date Fair Value, RSUs granted	$ 8.93	$ 13.34	$ 16.86

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

+ Details

Leases - Components of lease expense (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Leases
Amortization of right-of-use assets	$ 1,069	$ 1,228	$ 707
Interest on lease liabilities	146	166	82
Total finance lease cost	1,215	1,394	789
Operating lease cost	2,984	3,154	3,066
Total lease cost	$ 4,199	$ 4,548	$ 3,855

Organization and Summary of Significant Accounting Policies (Policies)

12 Months Ended

Dec. 31, 2023

Organization and Summary of Significant Accounting Policies

Basis of Consolidation

Use of Estimates

Segment Reporting and Revenue by Geographic Region

Cash, Cash Equivalents and Restricted Cash

Cash, cash equivalents and restricted cash comprise cash and highly liquid investments with original maturities of 90 days or less.


(in thousands)	January 1,
At beginning of period:	2023		2022		2021
Cash and cash equivalents	$	63,547	$	417,195	$	541,158
Restricted cash		440		440		440
Total cash, cash equivalents and restricted cash	$	63,987	$	417,635	$	541,598

	December 31,
At end of period:	2023		2022		2021
Cash and cash equivalents	$	102,891	$	63,547	$	417,195
Restricted cash		452		440		440
Total cash, cash equivalents and restricted cash	$	103,343	$	63,987	$	417,635

The Company classifies the up-front and milestone payments related to licensing arrangements as cash flows used in investing activities in its consolidated statements of cash flows.

Trade Receivables

Investments in Marketable Securities

Concentration of Risk

Concentrations of Risk

Derivative Instruments

Derivative Instruments

Business Combination Accounting & Valuation of Acquired Assets

Business Combination Accounting & Valuation of Acquired Assets

Foreign Currency

Inventory

Property and Equipment


Computer equipment and software		3 - 7 years
Furniture and fixtures		5 years
Machinery and equipment		5 years
Leasehold improvements		Shorter of lease term or useful life

Goodwill and Intangible Assets

Impairment of Long-Lived Assets

Accrued Research and Development Expenses

Accrued Research and Development Expense

Contingent Consideration

Contingent Consideration

Net Revenues

Net Revenues

Product Sales Discounts and Allowances

Product Returns: The Company offers its Customers limited product return rights, which are principally based upon whether the product is damaged or defective, or the product’s expiration date.

Royalty Revenue

Cost of Goods Sold

In 2023, 2022 and 2021, cost of goods sold included inventory write-downs, net of $52.6 million, $26.0 million and $5.1 million, respectively.

Research and Development Expense

●

upfront and milestone payments related to licensing and collaboration agreements.

●

personnel-related expense, which include salaries, benefits and stock-based compensation; and

●

License Agreements

Selling, General and Administrative Expense

Stock-Based Compensation

Income Taxes

Operating and Finance Leases

Operating and Finance Leases

Net Loss per Share

Net Loss Per Share

Comprehensive Loss

Reclassifications

Recent Accounting Pronouncements

The following are recent accounting pronouncements that the Company has not yet adopted:

Consolidated Statements of Stockholders' Equity (Deficit) - USD ($)	Common Stock At The Market Offering.	Common Stock Public Offering	Common Stock Optional Stock Purchase Agreement	Common Stock	Additional Paid-In Capital At The Market Offering.	Additional Paid-In Capital Public Offering	Additional Paid-In Capital Optional Stock Purchase Agreement	Additional Paid-In Capital	Accumulated Other Comprehensive Loss	Accumulated Deficit	At The Market Offering.	Public Offering	Optional Stock Purchase Agreement	Total
Beginning Balances at Dec. 31, 2020				$ 7,000				$ 1,043,991,000	$ (270,000)	$ (762,754,000)				$ 280,974,000
Beginning Balances (in shares) at Dec. 31, 2020				72,513,348
Net loss										(287,100,000)				(287,100,000)
Issuance of common stock upon exercise of stock options								10,410,000						10,410,000
Issuance of common stock upon exercise of stock options (in shares)				1,316,361
Issuance of common stock upon vesting of restricted stock units ("RSUs") (in shares)				465,930
Issuance of common stock in connection with Surface Acquisition:(1)
Stock-based compensation expense								51,290,000						51,290,000
Issuance of common stock under Offering, net of issuance costs								40,903,000						40,903,000
Issuance of common stock under Offering, net of issuance costs (in shares)				2,491,988
Issuance of common stock under the employee stock purchase plan ("ESPP")								3,002,000						3,002,000
Issuance of common stock under the employee stock purchase plan ("ESPP") (in shares)				238,934
Taxes paid related to net share settlement of RSUs								(1,753,000)						(1,753,000)
Taxes paid related to net share settlement of RSUs (in shares)				(96,465)
Ending Balances at Dec. 31, 2021				$ 7,000				1,147,843,000	(270,000)	(1,049,854,000)				97,726,000
Ending Balances (in shares) at Dec. 31, 2021				76,930,096
Net loss										(291,754,000)				(291,754,000)
Issuance of common stock upon exercise of stock options								691,000						691,000
Issuance of common stock upon exercise of stock options (in shares)				141,897
Issuance of common stock upon vesting of restricted stock units ("RSUs") (in shares)				806,854
Issuance of common stock in connection with Surface Acquisition:(1)
Stock-based compensation expense								51,188,000						51,188,000
Issuance of common stock under ATM Offering, net of issuance costs	$ 1,000				$ 6,133,000						$ 6,134,000
Issuance of common stock under Offering, net of issuance costs (in shares)	916,884										916,884
Issuance of common stock under the employee stock purchase plan ("ESPP")								2,320,000						2,320,000
Issuance of common stock under the employee stock purchase plan ("ESPP") (in shares)				347,883
Taxes paid related to net share settlement of RSUs								(3,744,000)						(3,744,000)
Taxes paid related to net share settlement of RSUs (in shares)				(292,098)
Other comprehensive gain (loss), net of tax									21,000					21,000
Ending Balances at Dec. 31, 2022				$ 8,000				1,204,431,000	(249,000)	(1,341,608,000)				$ (137,418,000)
Ending Balances (in shares) at Dec. 31, 2022				78,851,516										78,851,516
Net loss										(237,892,000)				$ (237,892,000)
Issuance of common stock upon exercise of stock options								694,000						694,000
Issuance of common stock upon exercise of stock options (in shares)				430,504
Issuance of common stock upon vesting of restricted stock units ("RSUs") (in shares)				1,280,901
Issuance of common stock in connection with Surface Acquisition:(1)
Issuance to Surface shareholders for acquisition				$ 1,000				58,540,000						58,541,000
Issuance to Surface shareholders for acquisition (in shares)				11,971,460
Accelerated vesting of equity awards (in shares)				261,239
Accelerated vesting of equity awards								1,053,000						1,053,000
Taxes paid related to net share settlement of equity awards (in shares)				(65,732)
Taxes paid related to net share settlement of equity awards								(347,000)						(347,000)
Stock-based compensation expense								43,540,000						43,540,000
Issuance of common stock under ATM Offering, net of issuance costs	$ 3,559,761
Issuance of common stock under Offering, net of issuance costs	$ 1,000	$ 1,000			$ 18,316,000	$ 53,624,000	$ 8,179,000				$ 18,317,000	$ 53,625,000	$ 8,179,000
Issuance of common stock under Offering, net of issuance costs (in shares)		13,529,411	2,225,513								3,559,761
Issuance of common stock under the employee stock purchase plan ("ESPP")								1,809,000						1,809,000
Issuance of common stock under the employee stock purchase plan ("ESPP") (in shares)				630,348
Taxes paid related to net share settlement of RSUs								(3,527,000)						(3,527,000)
Taxes paid related to net share settlement of RSUs (in shares)				(459,661)
Other comprehensive gain (loss), net of tax									1,000					1,000
Ending Balances at Dec. 31, 2023				$ 11,000				$ 1,386,312,000	$ (248,000)	$ (1,579,500,000)				$ (193,425,000)
Ending Balances (in shares) at Dec. 31, 2023				112,215,260										112,215,260

Surface Acquisition - Estimated fair value of the net assets acquired (Details) - Surface Oncology, Inc. $ in Thousands	Sep. 08, 2023 USD ($)
Assets Acquired
Cash and cash equivalents	$ 6,997
Investments in marketable securities	21,791
Other prepaids and other assets	5,260
Identifiable intangible assets	39,769
Total assets	73,817
Liabilities Assumed
Accrued and other current liabilities	7,722
Deferred tax liability	1,499
Total liabilities	9,221
Total net assets acquired	64,596
Out-licenses
Assets Acquired
Identifiable intangible assets	13,530
In-process research and development
Assets Acquired
Identifiable intangible assets	$ 26,239

Consolidated Statements of Operations - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Revenue:
Net revenue	$ 257,244	$ 211,042	$ 326,551
Costs and expenses:
Cost of goods sold	158,992	70,083	57,591
Research and development	109,436	199,358	363,105
Selling, general and administrative	192,015	198,481	169,713
Total costs and expenses	460,443	467,922	590,409
Loss from operations	(203,199)	(256,880)	(263,858)
Interest expense	(40,542)	(32,474)	(22,959)
Loss on debt extinguishment		(6,222)
Other income (expense), net	5,469	3,822	(283)
Loss before income taxes	(238,272)	(291,754)	(287,100)
Income tax provision (benefit)	(380)	0	0
Net loss	$ (237,892)	$ (291,754)	$ (287,100)
Net loss per share:
Basic (In dollar per share)	$ (2.53)	$ (3.76)	$ (3.81)
Diluted (In dollar per share)	$ (2.53)	$ (3.76)	$ (3.81)
Weighted-average number of shares used in computing basic and diluted net loss per share:
Basic (In shares)	94,162,637	77,630,020	75,449,632
Diluted (In shares)	94,162,637	77,630,020	75,449,632

Insider Trading Arrangements	3 Months Ended
Insider Trading Arrangements	Dec. 31, 2023
Trading Arrangements, by Individual
Rule 10b5-1 Arrangement Adopted	false
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false

Stockholders' Deficit (Tables)

12 Months Ended

Dec. 31, 2023

Equity [Abstract]

Schedule of Settlements Under the ATM Offering


	Year Ended December 31,
(in thousands, except share and per share data)	2023		2022
Number of common stock shares sold during the period		3,559,761	916,884
Weighted-average price per share	$	5.43	$	7.30
Gross proceeds	$	19,339	$	6,692
Less commissions and fees		(483)		(168)
Net proceeds after commissions and fees	$	18,856	$	6,524

Net Loss Per Share

12 Months Ended

Dec. 31, 2023

Net Loss Per Share

Net Loss Per Share

14.Net Loss Per Share

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


	Year Ended December 31,
	2023	2022	2021
Stock options, including shares subject to ESPP	24,083,222	22,214,875	19,895,097
Restricted stock units	2,266,387	2,399,465	1,811,607
Shares issuable upon conversion of 2022 Convertible Notes	—	1,078,632	4,473,871
Shares issuable upon conversion of 2026 Convertible Notes	11,942,152	11,942,152	11,942,152
Total	38,291,761	37,635,124	38,122,727

Surface Acquisition - The amount allocated to identifiable intangible assets (Details) - Surface Oncology, Inc. $ in Thousands	Sep. 08, 2023 USD ($)
Surface Acquisition
Identifiable intangible assets	$ 39,769
Out-license - GSK
Surface Acquisition
Identifiable intangible assets	$ 2,506
Useful Lives	15 years
Out-license - Novartis Institutes
Surface Acquisition
Identifiable intangible assets	$ 11,024
Useful Lives	15 years
In-process research and development - casdozokitug
Surface Acquisition
Identifiable intangible assets	$ 25,899
In-process research and development - SRF 114
Surface Acquisition
Identifiable intangible assets	$ 340

Fair Value Measurements

12 Months Ended

Dec. 31, 2023

Fair Value Measurements

Fair Value Measurements

3.Fair Value Measurements

The fair value 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:

●

Level 1 — Quoted prices in active markets for identical assets or liabilities.

●

Level 2 — Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

●

Level 3 — Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

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

In connection with the Surface Acquisition on September 8, 2023 (see Note 6. Surface Acquisition), the Company acquired money market funds and marketable securities and recorded a contingent consideration liability related to the CVRs. At the end of each reporting period, the fair value of the CVR liability is determined using a financial model representing a Level 3 measurement within the fair value hierarchy. Assumptions used in this calculation include estimated revenue, discount rate and various probability factors. If different assumptions were used for the various inputs, the estimated fair value could be significantly higher or lower than the fair value the Company determined. For example, increases in discount rates and the time to payment may result in lower fair value measurements. There is no assurance that any of the conditions for payment of the CVR liability will be met. As of December 31, 2023, the CVR liability was reduced by a fair value adjustment of $0.9 million which was recorded within selling, general and administrative expense in the

consolidated statements of operations. The CVR liabilities were recorded in accrued and other current liabilities and other liabilities, non-current on the consolidated balance sheets.

Financial liabilities related to long-term debt obligations are summarized in Note 8. Debt Obligations. Other financial liabilities and financial assets measured at fair value on a recurring basis are summarized as follows:


	Fair Value Measurements
	December 31, 2023
(in thousands)	Level 1		Level 2		Level 3		Total
Financial Assets:
Cash equivalents⁽¹⁾	$	88,460	$	998	$	—	$	89,458
Marketable debt securities:
U.S. government agency securities		5,195		—		—		5,195
U.S. treasury securities		2,993		—		—		2,993
Commercial paper and corporate notes		—		6,669		—		6,669
Prepaid financial instrument in Prepaid manufacturing⁽²⁾		—		—		625		625
Total	$	96,648	$	7,667	$	625	$	104,940
Financial Liabilities:
Contingent consideration	$	—	$	—	$	4,472	$	4,472


	Fair Value Measurements
	December 31, 2022
(in thousands)	Level 1		Level 2		Level 3		Total
Financial Assets:
Cash equivalents⁽¹⁾	$	55,060	$	—	$	—	$	55,060
Marketable debt securities:
U.S. government agency securities		19,964		—		—		19,964
U.S. treasury securities		68,418		—		—		68,418
Commercial paper and corporate notes		—		48,203		—		48,203
Total	$	143,442	$	48,203	$	—	$	191,645

(1)	Cash equivalents consist of money market funds, U.S treasury securities, and commercial paper and corporate notes with original maturities of 90 days or less.

(2)	Relates to Optional Stock Purchase Agreement.

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


	December 31, 2023
(in thousands)	Cost		Unrealized Gain		Unrealized (Loss)		Fair Value
Money market funds	$	79,484	$	—	$	—	$	79,484
U.S. government agency securities		5,200		—		(5)		5,195
U.S. treasury securities		11,967		2		—		11,969
Commercial paper and corporate notes		7,673		—		(6)		7,667
Total	$	104,324	$	2	$	(11)	$	104,315


	December 31, 2022
(in thousands)	Cost		Unrealized Gain		Unrealized (Loss)		Fair Value
Money market funds	$	55,060	$	—	$	—	$	55,060
U.S. government agency securities		19,929		35		—		19,964
U.S. treasury securities		68,431		8		(21)		68,418
Commercial paper and corporate notes		48,203		—		—		48,203
Total	$	191,623	$	43	$	(21)	$	191,645

The Company held 9 and 13 positions that were in unrealized loss positions as of December 31, 2023 and 2022, respectively. No impairment was recognized in 2023 or 2022. As of December 31, 2023 and 2022, the remaining contractual maturities of available-for-sale securities were less than one year, and the average maturity of investments upon acquisition was approximately 9 and 7 months, respectively. The accrued interest receivable on available-for-sale marketable securities was immaterial at December 31, 2023 and 2022.

- Definition

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

+ References + Details

Debt Obligations - 2025 Term Loan - Narrative (Details) - USD ($) $ in Thousands		1 Months Ended	12 Months Ended
	Jan. 07, 2019	Jan. 31, 2022	Dec. 31, 2022	Jan. 01, 2020
Debt Instrument
Outstanding amount paid off			$ 81,750
Loss on debt extinguishment			$ (6,222)
2025 Term Loan
Debt Instrument
Interest rate description	Starting January 1, 2020, the Borrowings under the 2025 Term Loan bore interest at 6.75% per annum plus three month LIBOR. Interest was payable quarterly in arrears.
Lender \| 2025 Term Loan
Debt Instrument
Total term of the loan	6 years
Principal Amount	$ 75,000
Outstanding amount paid off		$ 81,900
Stated interest rate				6.75%
Prepayment premium percentage		5.00%
Percentage required to pay an additional exit fee on principal amount		4.00%
Loss on debt extinguishment		$ (6,200)

Balance Sheet Components - Other Liabilities, Non-current (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Balance Sheet Components
Contingent consideration, non-current	$ 1,172	$ 102
Deferred tax liability	1,102
Other	10,287	3,365
Total Other liabilities, non-current	$ 12,561	$ 3,467

Restructuring Charges (Details) - Employee Severance $ in Millions		3 Months Ended	12 Months Ended
	Mar. 10, 2023 employee	Mar. 31, 2023 USD ($)	Dec. 31, 2023 USD ($)
Restructuring Cost And Reserve [Line Items]
Employees impacted \| employee	50
Restructuring Charges		$ 3.9
Stock-based compensation includes restructuring charges		1.5
Forfeiture credit		$ 0.5
Research and Development Expense
Restructuring Cost And Reserve [Line Items]
Restructuring Charges			$ 3.6
Stock-based compensation includes restructuring charges			1.1
Selling, general and administrative expenses
Restructuring Cost And Reserve [Line Items]
Restructuring Charges			1.3
Forfeiture credit			$ 0.1

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References + Details

Stock-Based Compensation and Employee Benefits

12 Months Ended

Dec. 31, 2023

Stock-Based Compensation and Employee Benefits

Stock-Based Compensation and Employee Benefits

12.Stock-Based Compensation and Employee Benefits

Equity Incentive Plans

In October 2014, the Company’s board of directors and its stockholders adopted the 2014 Equity Incentive Plan, which became effective upon the closing of the Company’s IPO on November 6, 2014. The 2014 Plan is subject to automatic annual increases in the number of shares available for issuance on the first business day of each fiscal year equal to four percent (4%) of the number of shares of the Company’s common stock outstanding as of such date or a lesser number of shares as determined by the Company’s board of directors with 2024 being the last calendar year with an automatic annual increase under the 2014 Plan. All remaining shares under the Company’s 2010 Stock Plan (the “2010 Plan”) were transferred to the 2014 Plan upon adoption and any additional shares that would otherwise return to the 2010 Plan as a result of forfeiture, termination or expiration of the awards will return to the 2014 Plan. The 2014 Plan provided for the Company to grant shares and/or options to purchase shares of common stock to employees, directors, consultants and other service providers. While the 2014 Plan allows for non-qualified or incentive stock options, primarily all option grants made since June 2016 have been for non-qualified stock options. Under the 2010 Plan, no awards have been issued since 2014, and there were no shares of common stock available for future issuance as of December 31, 2023. There were 881,231 shares of common stock available for future issuance as of December 31, 2023 under the 2014 Plan.

In June 2016, the Company adopted the 2016 Employment Commencement Incentive Plan. The 2016 Plan is designed to comply with the inducement exemption contained in Nasdaq’s Rule 5635(c)(4), which provides for the grant of non-qualified stock options, restricted stock units, restricted stock awards, performance awards, dividend equivalents, deferred stock awards, deferred stock units, stock payment and stock appreciation rights to a person not previously an employee or director of the Company, or following a bona fide period of non-employment, as an inducement material to the individual’s entering into employment with the Company. As of December 31, 2023, the Company had 1,773,921 shares of common stock available for future issuance for new employees. The 2016 Plan does not provide for any annual increases in the number of shares available.

Stock option exercises are settled with common stock from the plans’ previously authorized and available pool of shares. If any shares subject to an award granted under the 2014 Plan or the 2016 Plan expire or become forfeited or canceled without the issuance of shares, the shares subject to such awards are added back into the authorized pool on the same basis that they were removed. In addition, shares withheld to pay for minimum statutory tax obligations with respect to full-value awards are added back into the authorized pool. The annual grant to eligible employees can vary depending on the type of award, and the award size is determined by the employee’s grade level.

Stock Options

Incentive stock options and non-statutory stock options may be granted with exercise prices of not less than the fair value of the common stock on the date of grant. These stock options generally vest over four years, expire in ten years from the date of grant and are generally exercisable after vesting.

The following table sets forth the summary of option activities under the 2016 Plan and the 2014 Plan:


	Options
				Weighted-
				Average	Aggregate
		Weighted-		Remaining	Intrinsic
	Number of	Average		Contractual Terms	Value
	Options	Exercise Price		(Years)	(in thousands)
Outstanding at December 31, 2022	21,691,321	$	15.00
Granted - at fair value	5,947,607	$	6.86
Exercised	(430,504)	$	1.61
Forfeited/Canceled	(3,549,184)	$	14.25
Outstanding at December 31, 2023	23,659,240	$	13.31	5.7	$	2,337
Exercisable at December 31, 2023	16,279,679	$	15.20	4.3	$	1,815

Aggregate intrinsic value represents the value of the Company’s closing stock price on the last trading day of the year in excess of the exercise price multiplied by the number of options outstanding or exercisable.

Information on options outstanding and exercisable as of December 31, 2023 is summarized as follows:


					Options Outstanding				Options Exercisable
						Weighted-
						Average	Weighted-			Weighted-
						Remaining	Average			Average
					Number	Contractual Terms	Exercise		Number	Exercise
Range of Exercise Prices					Outstanding	(Years)	Price		Exercisable	Price
$	1.67	-	$	5.44	4,288,840	6.9	$	3.92	1,356,589	$	2.32
$	5.86	-	$	10.05	4,493,996	6.5	$	9.20	2,436,570	$	9.45
$	10.37	-	$	13.63	4,143,765	5.6	$	12.41	3,317,635	$	12.53
$	14.03	-	$	17.17	4,436,113	5.8	$	15.82	3,304,217	$	15.86
$	17.30	-	$	19.40	3,827,172	5.5	$	17.96	3,403,068	$	17.95
$	19.85	-	$	46.38	2,469,354	2.1	$	26.90	2,461,600	$	26.91
					23,659,240	5.7	$	13.31	16,279,679	$	15.20

Additional information on options is summarized as follows:


	Year Ended December 31,
(in thousands, except weighted-average grant-date fair value per share)	2023		2022		2021
Total intrinsic value of options exercised	$	425	$	914	$	9,726
Total grant date fair value of options vested	$	30,467	$	34,916	$	40,365
Weighted-average grant date fair value per share of options granted	$	4.19	$	7.04	$	9.80

As of December 31, 2023, total unrecognized stock-based compensation expense related to unvested stock options was $37.4 million, which is expected to be recognized over a weighted-average period of 2.3 years.

Restricted Stock Units

The Company grants RSUs primarily to its employees. RSUs are share awards that entitle the holder to receive freely tradable shares of the Company’s common stock upon vesting. The RSUs cannot be transferred and are subject to forfeiture if the holder’s employment terminates prior to the release of the vesting restrictions. The Company’s RSUs generally vest over one to three years from the applicable grant date, provided the employee remains continuously employed with the Company. The estimated fair value of RSUs is based on the closing price of the Company’s common stock on the grant date.

The following table sets forth the summary of RSUs activity, under the 2014 Plan:


	RSUs Outstanding
		Weighted-Average
	Number of	Grant Date Fair
	RSUs	Value
Balances at December 31, 2022	2,333,307	$	14.66
RSUs granted	1,274,753	$	8.93
RSUs vested	(1,280,901)	$	14.35
RSUs canceled	(600,430)	$	11.02
Balances at December 31, 2023	1,726,729	$	11.93

Additional information on RSUs is summarized as follows:


	Year Ended December 31,
(in thousands, except weighted-average grant-date fair value per share)	2023		2022		2021
Total grant date fair value of RSUs vested	$	18,381	$	13,598	$	8,434
Total grant date fair value of RSUs granted	$	11,386	$	22,502	$	27,869
Weighted-average grant-date fair value per share of RSUs granted	$	8.93	$	13.34	$	16.86

As of December 31, 2023, total unrecognized stock-based compensation expense related to unvested RSUs was $10.8 million, which is expected to be recognized over a weighted-average period of 1.5 years.

Employee Stock Purchase Plan

In October 2014, the Company’s board of directors and its stockholders approved the establishment of the ESPP. The ESPP provides for annual increases in the number of shares available for issuance on the first business day of each fiscal year equal to the lesser of one percent (1%) of the number of shares of the Company’s common stock outstanding as of such date or a number of shares as determined by the Company’s board of directors. The ESPP had 2,541,769 shares of common stock available for future issuance as of December 31, 2023. Eligible employees may purchase common stock at 85% of the lesser of the fair market value of the Company’s common stock on the first or last day of the offering period. The offering periods of the ESPP are on May 16 and November 16. As of December 31, 2023, there was $0.4 million of unrecognized compensation expense associated with the ESPP, which is expected to be recognized over an estimated weighted-average period of 4.5 months.

Stock-Based Compensation

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



	Year Ended December 31,
(in thousands)	2023		2022		2021
Cost of goods sold ⁽¹⁾	$	632	$	736	$	1,099
Research and development		14,596		18,999		18,688
Selling, general and administrative		27,882		31,002		31,577
Stock-based compensation expense	$	43,110	$	50,737	$	51,364

Stock-based compensation expense capitalized into inventory	$	1,062	$	1,187	$	1,025

(1)	Stock-based compensation capitalized into inventory is recognized as cost of goods sold when the related product is sold.

The stock-based compensation for the year ended December 31, 2023 includes restructuring charges described in Note 15 of $1.1 million in research and development expense and a net forfeiture credit of $0.1 million in selling, general and administrative expense.

The stock-based compensation expense recorded in connection with the Surface Acquisition that was not included in the consideration transferred was immaterial.

Valuation Assumptions of Awards Granted to Employees

The Company estimated the fair value of each stock option and awards granted under the ESPP on the date of grant using the Black-Scholes option-pricing model. The following table illustrates the weighted-average assumptions for the Black-Scholes option-pricing model used in determining the fair value of the awards during the years ended December 31, 2023, 2022 and 2021:


	Year Ended December 31,
	2023		2022		2021
Expected term (years)
Stock options	6.0		6.1		6.1
ESPP	0.5		0.5		0.5
Expected volatility
Stock options	64	%	62	%	65	%
ESPP	105	%	70	%	42	%
Risk-free interest rate
Stock options	3.92	%	2.37	%	0.89	%
ESPP	5.35	%	3.77	%	0.06	%
Expected dividend yield
Stock options	—	%	—	%	—	%
ESPP	—	%	—	%	—	%

Expected Term: The expected term represents the period for which the stock-based awards are expected to be outstanding and is based on the options’ vesting term and contractual term. Since January 1, 2021, the Company has used historical data to calculate the expected term.

Expected Volatility: The expected volatility is calculated based on the Company’s daily stock closing prices for a period equal to the expected life of the award.

Risk-Free Interest Rate: The risk-free interest rate is based on the United States Treasury constant maturity rate at the time of grant using a term equal to the expected life.

Expected Dividends: The Company has not paid and does not anticipate paying any dividends in the near future, and therefore used an expected dividend yield of zero in the valuation model.

401(k) Retirement Plan

In 2019, the Company’s Compensation Committee approved the Company’s matching of the employees 401(k) Plan whereby eligible employees may elect to contribute up to the lesser of 90% of their annual compensation or the statutorily prescribed annual limit allowable under Internal Revenue Service regulations. Beginning January 1, 2021, the Company made matching contributions of 100% of the first 4% of eligible compensation, up to a maximum of $7,500. The Company recorded compensation expense related to the match of $1.8 million, $2.1 million and $1.7 million in 2023, 2022 and 2021, respectively.

Subsequent Events

12 Months Ended

Dec. 31, 2023

Subsequent Events

Subsequent Events

17.	Subsequent Events

CIMERLI Sale Transaction

On January 19, 2024, the Company entered into the Purchase Agreement by and between the Company and Sandoz. Pursuant to the terms and subject to the conditions set forth in the Purchase Agreement, on March 1, 2024, the Company completed the Sale Transaction for its CIMERLI ophthalmology franchise through the sale of its subsidiary, Coherus Ophthalmology LLC, to Sandoz for upfront, all-cash consideration of $170.0 million plus an additional $17.8 million for CIMERLI product inventory and prepaid manufacturing assets. Such consideration is subject to certain adjustments that will be finalized following the closing pursuant to the Purchase Agreement.

Partial Release and Third Amendment to 2027 Term Loan

On February 5, 2024, the Company, entered into the Consent and Amendment with the Collateral Agent and the Lenders, pursuant to which the Lenders and the Collateral Agent provided certain consents, and released certain assets and subsidiaries of the Company from their obligations under the 2027 Term Loans and the other loan documents in connection therewith, and the parties thereto agreed to amend the Loan Agreement.

Pursuant to and subject to terms and conditions in the Consent and Amendment, among other things: (1) the Lenders and the Collateral Agent provided consent to consummation of the transactions contemplated by the Purchase Agreement, and released certain subsidiary of the Company from its obligation and certain assets subject to the transactions contemplated thereby, (2) the Lenders and the Collateral Agent permitted the Company to make a partial prepayment of the principal of the loans outstanding under the 2027 Term Loans in the amount of $175.0 million upon consummation of the transactions contemplated by the Purchase Agreement, subject to certain conditions including a prepayment premium and makewhole amount calculated pursuant to the Consent and Amendment and (3) the parties thereto agreed to adjust the minimum net sales covenant level under the 2027 Term Loans. Upon the closing of the Sale Transaction the Company became liable to repay $175.0 million of the existing principal balance of $250.0 million of the loans outstanding under the Loan Agreement on April 1, 2024 and the Company plans to repay $175.0 million and the prepayment premium and makewhole amount of $6.8 million to the Lenders on or before April 1, 2024 pursuant to the Consent and Amendment.

Other terms of the 2027 Term Loans, as amended by the Consent and Amendment, remain generally identical to those under the 2027 Term Loans.

Organization and Significant Accounting Policies - Net Revenues (Details)	12 Months Ended
	Dec. 31, 2023
Revenue, Performance Obligation, Description of Payment Terms	Payment terms differ by jurisdiction and customer, but payment terms typically range from 30 to approximately 90 days from date of shipment and may be extended during the launch period of a new product.
Maximum
Payment terms from date of shipment, period	90 days
Minimum
Payment terms from date of shipment, period	30 days

Balance Sheet Components - Goodwill and Intangible Assets, Net (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items]
Finite-lived assets, net of accumulated amortization of $639 and $61, respectively	$ 41,871	$ 2,368
Accumulated amortization	639	61
Goodwill	943	943
Indefinite-lived assets - IPR&D	28,859	2,620
Total Goodwill and intangible assets, net	71,673	5,931
Finite-Lived Intangible Asset, Expected Amortization, for Each of Five Succeeding Fiscal Years	$ 3,800
Remaining life of the finite-lived assets	11 years 4 months 24 days
Impairment of intangible assets	$ 0	0	$ 0
Impairment of goodwill	0	$ 0	$ 0
Upfront And Milestone Payment	$ 25,000

Income Taxes - Reconciliation of Statutory U.S. Federal Rate to The Company's Effective Tax Rate (Details)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Percent of pre-tax income:
United States federal statutory income tax rate	21.00%	21.00%	21.00%
State taxes, net of federal benefit	(1.20%)	1.70%	2.60%
Permanent items		(0.10%)	0.20%
Research and development credit	0.90%	1.80%	2.60%
Stock based compensation costs	(3.50%)	(2.30%)	(1.20%)
Other	0.70%
Change in valuation allowance	(17.70%)	(22.10%)	(25.20%)
Effective income tax rate	0.20%

Commitments and Contingencies

12 Months Ended

Dec. 31, 2023

Commitments and Contingencies.

Commitments and Contingencies

9.	Commitments and Contingencies

Purchase Commitments

The Company entered into agreements with certain vendors to secure raw materials and certain CMOs to manufacture its supply of products. As of December 31, 2023, the Company’s non-cancelable purchase commitments under the terms of its agreements are as follows:


Year ending December 31, (in thousands)
2024	$	52,514
2025		19,154
2026		1,410
Total obligations	$	73,078

As of December 31, 2023, total obligations excludes certain purchase commitments that were assumed by Sandoz upon their acquisition of the Company’s CIMERLI ophthalmology franchise (see Note 17. Subsequent Events). The Company enters into contracts in the normal course of business with contract research organizations for preclinical studies and clinical trials and CMOs for the manufacture of clinical trial materials. The contracts are cancellable, with varying provisions regarding termination. If a contract with a specific vendor were to be terminated, the Company would generally only be obligated for products or services that the Company had received as of the effective date of the termination and any applicable cancellation fees.

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. To date, the Company has not paid any 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 and Other Claims

The Company is a party to various legal proceedings and claims that arise in the ordinary, routine course of business and that have not been fully resolved. The outcome of such legal proceedings and claims is inherently uncertain. Accruals are recognized for such legal proceedings and claims to the extent that a loss is both probable and reasonably estimable. The best estimate of a loss within a range is accrued; however, if no estimate in the range is better than any other, then the minimum amount in the range is accrued. If it’s determined that a material loss is reasonably possible and the loss or range of loss can be estimated, the possible loss is disclosed. Sometimes it is not possible to determine the outcome of these matters or, unless otherwise noted, the outcome (including in excess of any accrual) is not expected to be material, and the maximum potential exposure or the range of possible loss cannot be reasonably estimated. As of December 31, 2023 and 2022, the Company had an accrual of $6.4 million and $4.7 million, respectively, related to such matters that was included in accrued rebates, fees and reserves in the consolidated balance sheets.

In late April of 2022, the Company received a demand letter from Zinc Health Services, LLC (“Zinc”) asserting that Zinc was entitled to approximately $14.0 million from the Company for claims related to certain sales of UDENYCA from October 2020 through December 2021. The Company is continuing to evaluate the claims in the letter. No legal proceeding has been filed in connection with the claims in the letter and based on currently available information the final resolution of the matter is uncertain. The Company intends to defend any legal proceeding that may be filed. The Company established an accrual as of December 31, 2023 that represented its estimated liability to resolve the matter. Loss contingencies are inherently unpredictable, the assessment is highly subjective and requires judgments about future events and unfavorable developments or resolutions can occur. The Company regularly reviews litigation matters to determine whether its accrual is adequate. The amount of ultimate loss may differ materially from the amount accrued to date.

Other than the matter in connection with the demand letter described in this Note 9, 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.

Debt Obligations - Capped Call Transactions - Narrative (Details) - USD ($) $ / shares in Units, $ in Millions	1 Months Ended
	Apr. 30, 2020	Dec. 31, 2023	Apr. 14, 2020
Option Indexed to Issuer's Equity [Line Items]
Closing stock, price per share		$ 3.33	$ 14.82
Capped Call Transactions in connection with the 2026 Convertible Notes
Option Indexed to Issuer's Equity [Line Items]
Payment for capped call transactions	$ 18.2
Initial cap price of capped call transactions.	$ 25.93
Percentage of cap price	75.00%

Inventory - Components (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Inventory
Raw materials	$ 12,975	$ 10,262
Work in process	82,588	86,712
Finished goods	34,537	18,077
Total	$ 130,100	$ 115,051

Surface Acquisition - Unaudited Pro Forma Summary of Operations (Details) - Surface Oncology, Inc. - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Surface Acquisition
Total revenues	$ 257,244	$ 241,042
Net loss	$ (284,575)	$ (369,442)

Debt Obligations - 2026 Convertible Notes Future Payments (Details) - Convertible Notes - 1.5% Convertible Senior Subordinated Notes due 2026 $ in Thousands	Dec. 31, 2023 USD ($)
Debt Instrument
2024 - interest only	$ 3,450
2025 - interest only	3,450
2026 - principal and interest	231,725
Total minimum payments	238,625
Less amount representing interest	(8,625)
2026 Convertible Notes, principal amount	230,000
Less unamortized debt discount and debt issuance costs	(3,112)
Net Carrying Value	$ 226,888

Stock-Based Compensation and Employee Benefits (Tables)

12 Months Ended

Dec. 31, 2023

Stock-Based Compensation and Employee Benefits

Summary of Option Activities under 2016 and 2014 Plans


	Options
				Weighted-
				Average	Aggregate
		Weighted-		Remaining	Intrinsic
	Number of	Average		Contractual Terms	Value
	Options	Exercise Price		(Years)	(in thousands)
Outstanding at December 31, 2022	21,691,321	$	15.00
Granted - at fair value	5,947,607	$	6.86
Exercised	(430,504)	$	1.61
Forfeited/Canceled	(3,549,184)	$	14.25
Outstanding at December 31, 2023	23,659,240	$	13.31	5.7	$	2,337
Exercisable at December 31, 2023	16,279,679	$	15.20	4.3	$	1,815

Schedule of options outstanding and exercisable

Information on options outstanding and exercisable as of December 31, 2023 is summarized as follows:


					Options Outstanding				Options Exercisable
						Weighted-
						Average	Weighted-			Weighted-
						Remaining	Average			Average
					Number	Contractual Terms	Exercise		Number	Exercise
Range of Exercise Prices					Outstanding	(Years)	Price		Exercisable	Price
$	1.67	-	$	5.44	4,288,840	6.9	$	3.92	1,356,589	$	2.32
$	5.86	-	$	10.05	4,493,996	6.5	$	9.20	2,436,570	$	9.45
$	10.37	-	$	13.63	4,143,765	5.6	$	12.41	3,317,635	$	12.53
$	14.03	-	$	17.17	4,436,113	5.8	$	15.82	3,304,217	$	15.86
$	17.30	-	$	19.40	3,827,172	5.5	$	17.96	3,403,068	$	17.95
$	19.85	-	$	46.38	2,469,354	2.1	$	26.90	2,461,600	$	26.91
					23,659,240	5.7	$	13.31	16,279,679	$	15.20

Schedule of additional information on options


	Year Ended December 31,
(in thousands, except weighted-average grant-date fair value per share)	2023		2022		2021
Total intrinsic value of options exercised	$	425	$	914	$	9,726
Total grant date fair value of options vested	$	30,467	$	34,916	$	40,365
Weighted-average grant date fair value per share of options granted	$	4.19	$	7.04	$	9.80

Summary of RSU Activity, under 2014 Plan


	RSUs Outstanding
		Weighted-Average
	Number of	Grant Date Fair
	RSUs	Value
Balances at December 31, 2022	2,333,307	$	14.66
RSUs granted	1,274,753	$	8.93
RSUs vested	(1,280,901)	$	14.35
RSUs canceled	(600,430)	$	11.02
Balances at December 31, 2023	1,726,729	$	11.93


	Year Ended December 31,
(in thousands, except weighted-average grant-date fair value per share)	2023		2022		2021
Total grant date fair value of RSUs vested	$	18,381	$	13,598	$	8,434
Total grant date fair value of RSUs granted	$	11,386	$	22,502	$	27,869
Weighted-average grant-date fair value per share of RSUs granted	$	8.93	$	13.34	$	16.86

Schedule of Stock-Based Compensation Expense



	Year Ended December 31,
(in thousands)	2023		2022		2021
Cost of goods sold ⁽¹⁾	$	632	$	736	$	1,099
Research and development		14,596		18,999		18,688
Selling, general and administrative		27,882		31,002		31,577
Stock-based compensation expense	$	43,110	$	50,737	$	51,364

Stock-based compensation expense capitalized into inventory	$	1,062	$	1,187	$	1,025

(1)	Stock-based compensation capitalized into inventory is recognized as cost of goods sold when the related product is sold.

Schedule of Weighted Average Assumptions for Black-Scholes Option-Pricing Model Used in Determining Fair Value of Awards


	Year Ended December 31,
	2023		2022		2021
Expected term (years)
Stock options	6.0		6.1		6.1
ESPP	0.5		0.5		0.5
Expected volatility
Stock options	64	%	62	%	65	%
ESPP	105	%	70	%	42	%
Risk-free interest rate
Stock options	3.92	%	2.37	%	0.89	%
ESPP	5.35	%	3.77	%	0.06	%
Expected dividend yield
Stock options	—	%	—	%	—	%
ESPP	—	%	—	%	—	%

Fair Value Measurements - Cost, Unrealized Gains or Losses, and Fair Value by Investment Type (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Cost, Unrealized Gains or Losses, and Fair Value by Investment
Cost	$ 104,324	$ 191,623
Unrealized Gain	2	43
Unrealized (Loss)	(11)	(21)
Fair Value	104,315	191,645
Money market funds
Cost, Unrealized Gains or Losses, and Fair Value by Investment
Cost	79,484	55,060
Fair Value	79,484	55,060
U.S. government agency securities
Cost, Unrealized Gains or Losses, and Fair Value by Investment
Cost	5,200	19,929
Unrealized Gain		35
Unrealized (Loss)	(5)
Fair Value	5,195	19,964
U.S. treasury securities
Cost, Unrealized Gains or Losses, and Fair Value by Investment
Cost	11,967	68,431
Unrealized Gain	2	8
Unrealized (Loss)		(21)
Fair Value	11,969	68,418
Commercial paper and corporate notes
Cost, Unrealized Gains or Losses, and Fair Value by Investment
Cost	7,673	48,203
Unrealized (Loss)	(6)
Fair Value	$ 7,667	$ 48,203

Related Party Transactions

12 Months Ended

Dec. 31, 2023

Related Party Transactions

Related Party Transactions

16.	Related Party Transactions

Consulting services

In October 2020, the Company entered into a consulting agreement with Lanfear Advisors owned by Mr. Jonathan Lanfear who is the brother of Dennis Lanfear, the Company’s President, Chief Executive Officer and Chairman of the Board of Directors. Mr. Jonathan Lanfear provided consulting services with respect to the Collaboration Agreement executed with Junshi Biosciences in February 2021 and the Letter Agreement with Junshi Biosciences related to the Collaboration Agreement dated January 9, 2022 (See Note 7. Collaborations and Other Arrangements). In addition to the hourly consulting fee paid to Lanfear Advisors under the consulting agreement, the Company granted fully vested stock options to purchase 65,000 shares of common stock with an exercise price of $17.60 per share to Mr. Jonathan Lanfear in February 2021 upon the execution of the Collaboration Agreement with Junshi Biosciences and recognized stock-based compensation expense of $0.8 million. The Company recorded cash consulting expense of $0.2 million in 2021 with respect to these consulting services. There have been no subsequent material related party expenses. Total liabilities recognized in the consolidated balance sheets with respect to these services were immaterial as of December 31, 2023 and 2022.

- Definition

The entire disclosure for related party transactions. Examples of related party transactions include transactions between (a) a parent company and its subsidiary; (b) subsidiaries of a common parent; (c) and entity and its principal owners; and (d) affiliates.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
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-Name Accounting Standards Codification
-Section 50
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-URI https://asc.fasb.org//1943274/2147480990/946-20-50-2

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org//1943274/2147480990/946-20-50-5

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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Reference 11: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org//1943274/2147483326/850-10-50-1

+ Details

Leases - Schedule of Maturities of Operating and Finance Lease Liabilities (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Operating leases
2024	$ 2,095
2025	2,192
2026	2,126
2027	1,531
Total lease payments	7,944
Less imputed interest	(1,543)
Total operating lease liabilities	6,401	$ 6,755
Finance leases
2024	781
2025	358
Total lease payments	1,139
Less imputed interest	(67)
Total finance lease liabilities	$ 1,072	$ 2,609

Consolidated Balance Sheets (Parentheticals) - $ / shares	Dec. 31, 2023	Dec. 31, 2022
Consolidated Balance Sheets
Preferred stock, par value	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	5,000,000	5,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	300,000,000	300,000,000
Common stock, shares issued	112,215,260	78,851,516
Common stock, shares outstanding	112,215,260	78,851,516

Document and Entity Information - USD ($)	12 Months Ended
Document and Entity Information - USD ($)	Dec. 31, 2023	Feb. 29, 2024	Jun. 30, 2023
Cover [Abstract]
Document Type	10-K
Document Annual Report	true
Document Period End Date	Dec. 31, 2023
Document Transition Report	false
Entity File Number	001-36721
Entity Registrant Name	Coherus BioSciences, Inc.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	27-3615821
Entity Address, Address Line One	333 Twin Dolphin Drive
Entity Address, Address Line Two	Suite 600
Entity Address, City or Town	Redwood City
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	94065
City Area Code	650
Local Phone Number	649-3530
Title of 12(b) Security	Common Stock, $0.0001 par value per share
Trading Symbol	CHRS
Security Exchange Name	NASDAQ
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	false
ICFR Auditor Attestation Flag	true
Document Financial Statement Error Correction [Flag]	false
Entity Shell Company	false
Entity Public Float			$ 324,137,955
Entity Common Stock, Shares Outstanding		112,714,488
Documents Incorporated by Reference	Part III of this annual report on Form 10-K incorporates by reference certain information from the registrant’s definitive proxy statement for the 2024 Annual Meeting of Stockholders, which will be filed with the Securities and Exchange Commission within 120 days after the end of the fiscal year ended December 31, 2023.
Auditor Name	Ernst & Young LLP
Auditor Firm ID	42
Auditor Location	San Mateo, California
Entity Central Index Key	0001512762
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2023
Document Fiscal Period Focus	FY
Amendment Flag	false

Net Loss Per Share (Tables)

12 Months Ended

Dec. 31, 2023

Net Loss Per Share

Schedule of Outstanding Dilutive Potential Shares Excluded from Calculation of Diluted Net loss Per Share

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


	Year Ended December 31,
	2023	2022	2021
Stock options, including shares subject to ESPP	24,083,222	22,214,875	19,895,097
Restricted stock units	2,266,387	2,399,465	1,811,607
Shares issuable upon conversion of 2022 Convertible Notes	—	1,078,632	4,473,871
Shares issuable upon conversion of 2026 Convertible Notes	11,942,152	11,942,152	11,942,152
Total	38,291,761	37,635,124	38,122,727

Commitments and Contingencies - Additional Information (Details) - USD ($) $ in Millions	1 Months Ended
	Apr. 30, 2022	Dec. 31, 2023	Dec. 31, 2022
Loss Contingencies
Claims related to certain sales of UDENYCA from October 2020 through December 2021	$ 14.0
Accrued rebates, fees and reserves
Loss Contingencies
Accrual related to legal Proceedings and Other Claims		$ 6.4	$ 4.7

Income Taxes - Components of Loss Before Income Taxes (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Income Taxes
Domestic	$ (238,272)	$ (291,746)	$ (287,058)
Foreign		(8)	(42)
Loss before income taxes	$ (238,272)	$ (291,754)	$ (287,100)

- Definition

Amount of income (loss) from continuing operations, including income (loss) from equity method investments, before deduction of income tax expense (benefit), and income (loss) attributable to noncontrolling interest.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 944
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.7-04(11))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483586/944-220-S99-1

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
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+ Details

Surface Acquisition

12 Months Ended

Dec. 31, 2023

Surface Acquisition

Surface Acquisition

6. Surface Acquisition

On September 8, 2023, in accordance with Merger Agreement by the Merger Subs, and Surface, the Company completed the Surface Acquisition. Surface is a clinical-stage immuno-oncology company focused on using its specialized knowledge of the biological pathways critical to the immunosuppressive tumor microenvironment for the development of next-generation cancer therapies. The Surface Acquisition expanded the Company’s immune-oncology pipeline with the following: casdozokitug (CHS-388, formerly SRF388), an investigational, novel IL-27-targeted antibody currently being evaluated in a Phase 2 clinical trial in HCC, and CHS-114 (formerly SRF114), an investigational, CCR8-targeted antibody currently in a Phase 1/2 study as a monotherapy in patients with advanced solid tumors.

On the Acquisition Date, and in accordance with the Merger Agreement, the Company issued to the holders of all outstanding Surface common stock (other than treasury shares, any shares of Surface common stock held directly by the Company or the Merger Subs immediately prior to the Acquisition Date and shares of Surface common stock issued and outstanding immediately prior to the Acquisition Date and held by any holder properly demanding appraisal for such shares in accordance with Section 262 of the Delaware General Corporation Law) 0.1960 shares of Coherus common stock in exchange for each share of outstanding Surface common stock and certain outstanding Surface employee equity awards. The exchange ratio was calculated pursuant to the terms of the Merger Agreement and was based on a $5.2831 per share price of Coherus common stock and a nominal total amount of cash in lieu of fractional shares. Surface shareholders also received one CVR for each share of Surface common stock and employee equity award converted. Each CVR entitles the holder to receive quarterly contingent payments in the form of cash, stock or a combination of cash and stock at the Company’s discretion during the ten-year period following September 8, 2023, for the sum of the following, less any permitted deductions in accordance with the CVR Agreement:

●

70% of all milestone- and royalty-based payments actually received by the Company or its affiliates under the GSK Agreement related to the existing program (GSK4381562);

●

70% of all milestone- and royalty-based payments actually received by the Company or its affiliates under the Novartis Agreement related to the existing program (NZV930);

●

25% of any upfront payment actually received by the Company or its affiliates pursuant to potential ex-U.S. licensing agreements for CHS-114; and

●

50% of any upfront payment actually received by the Company or its affiliates pursuant to potential ex-U.S. licensing agreements for casdozokitug.

The Company has recorded a contingent consideration liability for the fair value of the potential payments under the CVR Agreement described above. The Company is unable to estimate a range of outcomes for potential royalty and milestone payments for CHS-114 and casdozokitug.

The total consideration paid for the Surface Acquisition of $64.6 million consisted of the following:


(in thousands, except share and per share amounts)	As of Acquisition Date
Coherus common stock issued		11,971,460
Coherus common stock share price	$	4.89

Fair value of components of purchase price consideration at closing:
Equity of combined company owned by Surface equity holders	$	58,540
Contingent CVR liability		5,290
Equity of combined company owned by Surface former employees ⁽¹⁾		766
Fair value of total purchase consideration	$	64,596

(1)	Represents 161,100 shares of Coherus common stock, net of shares withheld for taxes, issued to Surface’s former employees on the Acquisition Date.

The Company has accounted for the Surface Acquisition as a business combination which requires, among other things, that the assets acquired and liabilities assumed generally be recognized at their fair value on the Acquisition Date. Fair value estimates are based on management’s estimated future cash flows from revenues of acquired assets, the timing and projection of costs and expenses and the related profit margins, tax rates, and discount rate. The judgments used to determine the estimated fair value assigned to each class of assets acquired and liabilities assumed, as well as asset lives, can materially impact the Company’s results of operations. The purchase price allocation for the Surface Acquisition is preliminary and subject to revisions as additional information about fair value of assets and liabilities becomes available. This is primarily related to the Company’s deferred tax liabilities assumed in connection with the Surface Acquisition, as the 2023 short period tax returns have not yet been filed. The following table below sets forth the purchase price allocation to the estimated fair value of the net assets acquired:


(in thousands)	Amounts Recognized at Acquisition Date
Assets Acquired
Cash and cash equivalents	$	6,997
Investments in marketable securities		21,791
Other prepaids and other assets		5,260
In-process research and development		26,239
Out-licenses		13,530
Total assets	$	73,817
Liabilities Assumed
Accrued and other current liabilities	$	7,722
Deferred tax liability		1,499
Total liabilities		9,221
Total net assets acquired	$	64,596

The Company believes that, even after reassessing its identification of all assets acquired and liabilities assumed, it was able to acquire Surface for a price that was completely allocable to identifiable assets acquired and liabilities assumed with no residual attributable to goodwill primarily due to Surface’s need to raise additional capital to finance its operations, the challenging biotech funding environment at the time the transaction was initially announced, and the value of the acquired net assets.

The amount allocated to identifiable intangible assets has been attributed to the following assets:


(in thousands)	Useful lives		Fair Value at Acquisition Date
In-process research and development - casdozokitug	n/a	$	25,899
In-process research and development - CHS-114	n/a		340
Out-license - GSK	15 years		2,506
Out-license - Novartis Institutes	15 years		11,024
Total identifiable intangible assets		$	39,769

Surface had two out-licensed partnership programs, with Novartis Institutes (NZV930) and GSK (GSK4381562), to advance certain next-generation cancer therapies. The out-license intangible assets represent potential milestone and royalty-based payments to be received in the future. Surface shareholders received CVRs for certain percentages of these milestone and royalty-based payments on existing programs with Novartis Institutes (NZV930) and GSK (GSK4381562), as further explained above.

Following the Acquisition Date, the operating results of Surface have been included in the consolidated financial statements. For the period September 8, 2023 through December 31, 2023, there was no revenue attributable to Surface and operating losses attributable to Surface for such period were $5.9 million, excluding acquisition-related costs.

Unaudited Pro Forma Summary of Operations

The following table shows the unaudited pro forma summary of operations for the years ended December 31, 2023 and 2022, as if the Surface Acquisition had occurred on January 1, 2022. This pro forma information does not purport to represent what the Company’s actual results would have been if the acquisition had occurred as of January 1, 2022, and it is not indicative of what such results would be expected for any future period:


	Year Ended December 31,
(in thousands)	2023		2022
Total revenues	$	257,244	$	241,042
Net loss	$	(284,575)	$	(369,442)

The unaudited pro forma financial information was prepared using the acquisition method of accounting and was based on the historical financial information of the Company and Surface. In order to reflect the Surface Acquisition as if it had occurred on January 1, 2022, the summary pro forma financial information includes adjustments to reflect Surface’s severance expense, the early termination and related amortization expense of Surface’s corporate headquarters operating lease, the loss on debt extinguishment and historical interest expense related to the cash settlement of Surface’s convertible note as if it had occurred on January 1, 2022, and amortization expense on the acquired finite-lived intangible assets. The unaudited pro forma summary of operations does not reflect the income tax effects, if any, of the pro forma adjustments, given the combined entity incurred significant losses during the historical periods presented.

Acquisition-related costs of $5.1 million were recorded in selling, general and administrative expense in the consolidated statements of operations during the year ended December 31, 2023.

Revenue - Activities and Ending Reserve Balances for Each Significant Category of Discounts and Allowances (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Accounts Notes And Loans Receivable
Activities and reserve balance, beginning balance	$ 100,503	$ 109,723	$ 123,398
Provision related to sales made in:
Current period	844,325	578,699	679,199
Prior period - increase (decrease)	3,807	(3,108)	(11,407)
Payments and customer credits issued	(703,750)	(584,811)	(681,467)
Activities and reserve balance, ending balance	244,885	100,503	109,723
Chargebacks and Discounts for Prompt Payment
Accounts Notes And Loans Receivable
Activities and reserve balance, beginning balance	42,677	29,665	40,580
Provision related to sales made in:
Current period	590,772	436,865	470,791
Prior period - increase (decrease)	(1,361)	(2,090)	(2,876)
Payments and customer credits issued	(558,135)	(421,763)	(478,830)
Activities and reserve balance, ending balance	73,953	42,677	29,665
Rebates
Accounts Notes And Loans Receivable
Activities and reserve balance, beginning balance	38,713	54,004	54,058
Provision related to sales made in:
Current period	143,370	68,399	113,705
Prior period - increase (decrease)	1,424	(1,050)	(4,976)
Payments and customer credits issued	(62,370)	(82,640)	(108,783)
Activities and reserve balance, ending balance	121,137	38,713	54,004
Other Fees, Co-pay Assistance and Returns
Accounts Notes And Loans Receivable
Activities and reserve balance, beginning balance	19,113	26,054	28,760
Provision related to sales made in:
Current period	110,183	73,435	94,703
Prior period - increase (decrease)	3,744	32	(3,555)
Payments and customer credits issued	(83,245)	(80,408)	(93,854)
Activities and reserve balance, ending balance	$ 49,795	$ 19,113	$ 26,054

Fair Value Measurements (Tables)

12 Months Ended

Dec. 31, 2023

Fair Value Measurements

Schedule of Financial Assets and Liabilities Measured on a Recurring Basis


	Fair Value Measurements
	December 31, 2023
(in thousands)	Level 1		Level 2		Level 3		Total
Financial Assets:
Cash equivalents⁽¹⁾	$	88,460	$	998	$	—	$	89,458
Marketable debt securities:
U.S. government agency securities		5,195		—		—		5,195
U.S. treasury securities		2,993		—		—		2,993
Commercial paper and corporate notes		—		6,669		—		6,669
Prepaid financial instrument in Prepaid manufacturing⁽²⁾		—		—		625		625
Total	$	96,648	$	7,667	$	625	$	104,940
Financial Liabilities:
Contingent consideration	$	—	$	—	$	4,472	$	4,472


	Fair Value Measurements
	December 31, 2022
(in thousands)	Level 1		Level 2		Level 3		Total
Financial Assets:
Cash equivalents⁽¹⁾	$	55,060	$	—	$	—	$	55,060
Marketable debt securities:
U.S. government agency securities		19,964		—		—		19,964
U.S. treasury securities		68,418		—		—		68,418
Commercial paper and corporate notes		—		48,203		—		48,203
Total	$	143,442	$	48,203	$	—	$	191,645

(1)	Cash equivalents consist of money market funds, U.S treasury securities, and commercial paper and corporate notes with original maturities of 90 days or less.

(2)	Relates to Optional Stock Purchase Agreement.

Schedule of Cash and cash equivalents, marketable securities and restricted cash


	December 31, 2023
(in thousands)	Cost		Unrealized Gain		Unrealized (Loss)		Fair Value
Money market funds	$	79,484	$	—	$	—	$	79,484
U.S. government agency securities		5,200		—		(5)		5,195
U.S. treasury securities		11,967		2		—		11,969
Commercial paper and corporate notes		7,673		—		(6)		7,667
Total	$	104,324	$	2	$	(11)	$	104,315


	December 31, 2022
(in thousands)	Cost		Unrealized Gain		Unrealized (Loss)		Fair Value
Money market funds	$	55,060	$	—	$	—	$	55,060
U.S. government agency securities		19,929		35		—		19,964
U.S. treasury securities		68,431		8		(21)		68,418
Commercial paper and corporate notes		48,203		—		—		48,203
Total	$	191,623	$	43	$	(21)	$	191,645

Debt Obligations - 2025 Term Loan Interest Expense Components (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Debt Instrument
Amortization of debt discount and debt issuance costs	$ 2,407	$ 6,431	$ 4,257
Lender \| 2025 Term Loan \| Convertible Notes
Debt Instrument
Stated coupon interest		154	7,034
Amortization of debt discount and debt issuance costs		16	1,032
Total Interest expense		$ 170	$ 8,066

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

+ Details

Consolidated Statements of Cash Flows - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Operating activities
Net loss	$ (237,892)	$ (291,754)	$ (287,100)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	3,791	3,699	3,454
Stock-based compensation expense	43,110	50,737	51,364
Write-off of prepaid manufacturing services related to the termination of CHS-2020			3,210
Inventory write-downs, net	52,595	26,000	5,133
Non-cash amortization of premium (accretion of discount) on marketable securities, net	(3,052)	(730)	1,095
Non-cash interest expense from amortization of debt discount and issuance costs	2,407	6,431	4,257
Non-cash operating lease expense	2,476	2,503	2,207
Upfront and option payments to Junshi Biosciences		35,000	136,000
Loss on debt extinguishment		6,222
Other non-cash adjustments, net	(1,493)	25	588
Changes in operating assets and liabilities:
Trade receivables, net	(150,683)	13,052	34,062
Inventory	(46,734)	(47,348)	(6,253)
Prepaid manufacturing	2,027	(4,214)	3,828
Other prepaid, current and non-current assets	16,155	(13,424)	(5,351)
Accounts payable	23,760	(4,548)	874
Accrued rebates, fees and reserves	113,105	(24,566)	(2,502)
Accrued compensation	(5,373)	596	(230)
Accrued and other current and non-current liabilities	10,917	1,195	17,932
Net cash used in operating activities	(174,884)	(241,124)	(37,432)
Investing activities
Purchases of property and equipment	(286)	(2,039)	(1,289)
Proceeds from disposal of property and equipment	845
Purchases of investments in marketable securities	(19,507)	(127,382)	(182,485)
Proceeds from maturities of investments in marketable securities	144,360		99,692
Proceeds from sale of investments in marketable securities	13,282		81,672
Cash and cash equivalents acquired from Surface Acquisition	6,997
Upfront and option payments to Junshi Biosciences		(35,000)	(136,000)
Milestone based license fee payments	(1,051)	(2,429)
Net cash provided by (used in) investing activities	144,640	(166,850)	(138,410)
Financing activities
Proceeds from 2027 Term Loans, net of debt discount & issuance costs		240,679
Proceeds from issuance of common stock upon exercise of stock options	694	691	10,399
Proceeds from purchase under the employee stock purchase plan	1,809	2,320	3,002
Taxes paid related to net share settlement	(3,587)	(3,744)	(1,753)
Repayment of 2022 Convertible Notes and premiums		(109,000)
Repayment of 2025 Term Loan, premiums and exit fees		(81,750)
Other financing activities	(1,034)	(1,228)	(672)
Net cash provided by financing activities	69,600	54,326	51,879
Net increase (decrease) in cash, cash equivalents and restricted cash	39,356	(353,648)	(123,963)
Cash, cash equivalents and restricted cash at beginning of period	63,987	417,635	541,598
Cash, cash equivalents and restricted cash at end of period	103,343	63,987	417,635
Supplemental disclosure of cash flow information
Cash paid for interest	37,857	34,878	18,684
Income taxes paid (refunded), net	(118)	40	1,221
At The Market Offering.
Financing activities
Proceeds from issuance of common stock, net of issuance costs	18,093	$ 6,358
Public Offering
Financing activities
Proceeds from issuance of common stock, net of issuance costs	$ 53,625
Junshi Biosciences
Financing activities
Proceeds from issuance of common stock, net of issuance costs			$ 40,903

Balance Sheet Components

12 Months Ended

Dec. 31, 2023

Balance Sheet Components

Balance Sheet Components

5.Balance Sheet Components

Property and Equipment, Net

Property and equipment, net consisted of the following:


	December 31,
(in thousands)	2023		2022
Machinery and equipment	$	13,124	$	12,944
Computer equipment and software		3,546		3,183
Furniture and fixtures		1,055		1,258
Leasehold improvements		5,751		6,198
Finance lease right of use assets		2,294		4,632
Construction in progress		—		696
Total property and equipment		25,770		28,911
Accumulated depreciation and amortization		(20,651)		(20,157)
Property and equipment, net	$	5,119	$	8,754

Depreciation and amortization expense related to property and equipment, net was $3.2 million, $3.6 million and $3.5 million in 2023, 2022 and 2021, respectively. There were no material impairments of property and equipment in 2023, 2022 and 2021.

As of December 31, 2023 and 2022, the net book value of software implementation costs related to hosting arrangements was $3.2 million and $3.5 million, respectively, and the amortization expense was immaterial for all periods presented.

Intangible Assets, Net

Goodwill and intangible assets, net consisted of the following:


	December 31,
(in thousands)	2023		2022
Finite-lived assets, net of accumulated amortization of $639 and $61, respectively	$	41,871	$	2,368
Indefinite-lived assets - IPR&D		28,859		2,620
Goodwill		943		943
Total Intangible assets, net	$	71,673	$	5,931

Amortization expense related to finite-lived intangible assets was immaterial in all periods presented. As of December 31, 2023, amortization expense related to finite-lived assets for each of the five succeeding fiscal years will be approximately $3.8 million. The weighted average remaining life of the finite-lived assets is 11.4 years on December 31, 2023. No impairment charges were recognized for goodwill or intangible assets during 2023, 2022 or 2021. During 2023, the Company’s intangible assets increased due to assets acquired in the Surface Acquisition (see Note 6. Surface Acquisition) and capitalized milestone payments, including $25.0 million to Junshi Biosciences (see Note 7. Collaborations and Other Arrangements).

Accrued and Other Current Liabilities

Accrued and other current liabilities consisted of the following:


	December 31,		December 31,
(in thousands)	2023		2022
Accrued commercial and research and development manufacturing	$	23,470	$	21,774
Accrued co-development costs and milestone payments		26,812		8,356
Accrued royalties		42,031		5,015
Accrued other		7,628		10,634
Lease liabilities, current		2,145		4,318
Contingent consideration, current		3,300		—
Total Accrued and other current liabilities	$	105,386	$	50,097

Other Liabilities, Non-current

Other liabilities, non-current consisted of the following:


	December 31,		December 31,
(in thousands)	2023		2022
Contingent consideration, non-current	$	1,172	$	102
Deferred tax liability		1,102		—
Other		10,287		3,365
Total Other liabilities, non-current	$	12,561	$	3,467

Revenue (Tables)

12 Months Ended

Dec. 31, 2023

Revenue

Schedule of Net product revenue in United States, and Company's net revenue


	Year Ended December 31,
(in thousands)	2023		2022		2021
Products
UDENYCA	$	127,064	$	203,814	$	326,509
CIMERLI		125,388		6,946		—
YUSIMRY		3,574		—		—
LOQTORZI		554		—		—
Total net product revenue		256,580		210,760		326,509
Other		664		282		42
Total net revenue	$	257,244	$	211,042	$	326,551

Schedule of Gross Revenues by Significant Customer as a Percentage of Total Gross Revenues


	Year Ended December 31,
	2023		2022		2021
McKesson Corporation	40	%	38	%	39	%
Cencora (previously known as AmeriSource-Bergen Corporation)	43	%	44	%	39	%
Cardinal Health, Inc.	15	%	17	%	20	%

Schedule of Activities and Ending Reserve Balances for Each Significant Category of Discounts and Allowances


	Chargebacks				Other Fees,
	and Discounts				Co-pay
	for Prompt				Assistance
(in thousands)	Payment		Rebates		and Returns		Total
Balances at December 31, 2020	$	40,580	$	54,058	$	28,760	$	123,398
Provision related to sales made in:
Current period		470,791		113,705		94,703		679,199
Prior period - increase (decrease)		(2,876)		(4,976)		(3,555)		(11,407)
Payments and customer credits issued		(478,830)		(108,783)		(93,854)		(681,467)
Balances at December 31, 2021		29,665		54,004		26,054		109,723
Provision related to sales made in:
Current period		436,865		68,399		73,435		578,699
Prior period - increase (decrease)		(2,090)		(1,050)		32		(3,108)
Payments and customer credits issued		(421,763)		(82,640)		(80,408)		(584,811)
Balances at December 31, 2022		42,677		38,713		19,113		100,503
Provision related to sales made in:
Current period		590,772		143,370		110,183		844,325
Prior period - increase (decrease)		(1,361)		1,424		3,744		3,807
Payments and customer credits issued		(558,135)		(62,370)		(83,245)		(703,750)
Balances at December 31, 2023	$	73,953	$	121,137	$	49,795	$	244,885

Collaborations and Other Arrangements (Details) $ / shares in Units, $ in Thousands, € in Millions						1 Months Ended				3 Months Ended		12 Months Ended
	Apr. 16, 2021 USD ($) $ / shares shares	Mar. 23, 2021 USD ($)	Feb. 01, 2021 USD ($)	Nov. 04, 2019 EUR (€)	May 02, 2019	Mar. 31, 2022 USD ($)	Dec. 31, 2020 USD ($)	Oct. 31, 2018 USD ($) item	Jan. 31, 2016 USD ($)	Mar. 31, 2025 USD ($)	Jun. 30, 2024 USD ($)	Dec. 31, 2023 USD ($) $ / shares	Dec. 31, 2022 USD ($)	Dec. 31, 2022 EUR (€)	Dec. 31, 2021 USD ($)	Dec. 31, 2019 USD ($)	Dec. 31, 2019 EUR (€)	Apr. 14, 2020 $ / shares
Collaborative Arrangements And Noncollaborative Arrangement Transactions
Research and development												$ 109,436	$ 199,358		$ 363,105
Share Price \| $ / shares												$ 3.33						$ 14.82
Upfront and milestone payment												$ 25,000
Royalties due												38,400	2,900
Vaccinex License Agreement
Collaborative Arrangements And Noncollaborative Arrangement Transactions
Maximum aggregate milestone payments to be made		$ 3,500
Aggregate amount payable for achievement of certain regulatory milestones low single digit royalties on global net sales of any approved licensed products		$ 11,500
Bioeq IP AG
Collaborative Arrangements And Noncollaborative Arrangement Transactions
Initial term of agreement				10 years
Percentage of gross profits shared				50.00%	50.00%
Bioeq IP AG \| Licensed Products
Collaborative Arrangements And Noncollaborative Arrangement Transactions
Maximum aggregate milestone payments \| €				€ 12.5
Additional milestone payments related to FDA approval \| €														€ 2.5
Bioeq IP AG \| Research and development
Collaborative Arrangements And Noncollaborative Arrangement Transactions
Upfront and milestone payment																$ 11,100	€ 10.0
Adimab Development and Option Agreement
Collaborative Arrangements And Noncollaborative Arrangement Transactions
Minimum antibodies to be commercialized under commercialization option \| item								1
Technical milestone payments obligated to pay								$ 300
Period for payment of nominal research maintenance fee								4 years
Maximum aggregate milestone payments to be made								$ 13,000
Maximum antibodies partially exercised under commercialization option \| item								10
Percentage of option fee to be paid on partial exercise of commercialization option								65.00%
Additional payment to be made								$ 0
Expiration term from the effective date without providing materials that pass quality control								12 months
Term of agreement								10 years
Novartis Agreement
Collaborative Arrangements And Noncollaborative Arrangement Transactions
Term of agreement							10 years
Potential development milestones									$ 325,000
Sales milestones									$ 200,000
GSK Agreement
Collaborative Arrangements And Noncollaborative Arrangement Transactions
Sales milestones							$ 485,000
Additional clinical milestones eligible to receive							60,000
Regulatory milestones eligible to receive							$ 155,000
GSK Agreement \| Surface
Collaborative Arrangements And Noncollaborative Arrangement Transactions
Milestone payments earned						$ 30,000
Junshi Biosciences
Collaborative Arrangements And Noncollaborative Arrangement Transactions
License Agreement Fee												35,000
Research and development												8,000	68,500		$ 175,400
Unregistered shares \| shares	2,491,988
Share Price \| $ / shares	$ 20.06
Aggregate value	$ 50,000
Period before the company can sell, transfer or make any short sale of common stock (in years)	2 years
Fair value for the discount for lack of marketability (DLOM)												9,000
Junshi Biosciences \| Intangible assets, net and accrued and other current liabilities
Collaborative Arrangements And Noncollaborative Arrangement Transactions
Accrued milestone payment												25,000
Junshi Biosciences \| Accrued and other current liabilities
Collaborative Arrangements And Noncollaborative Arrangement Transactions
Co-development, regulatory and technology transfer costs												26,300	8,400
Junshi Biosciences \| Accounts payable
Collaborative Arrangements And Noncollaborative Arrangement Transactions
Co-development, regulatory and technology transfer costs												$ 6,300	$ 0
Junshi Biosciences \| Licensed Products
Collaborative Arrangements And Noncollaborative Arrangement Transactions
Maximum paid amount for co-development activities (per licensed compound)			$ 25,000
Junshi Biosciences \| Toripalimab (LOQTORZI)
Collaborative Arrangements And Noncollaborative Arrangement Transactions
Collaboration Agreement, upfront amount paid			$ 150,000
Collaboration agreement, royalty on net sales, percentage			20.00%
Collaboration agreement, Maximum aggregate one-time payments for the achievement of various regulatory and sales milestones			$ 380,000
CHS-006 anti-TIGIT antibody
Collaborative Arrangements And Noncollaborative Arrangement Transactions
License Agreement Fee			$ 35,000			35,000
Collaboration agreement, royalty on net sales for each exercised option, percentage			18.00%
Collaboration agreement, Maximum aggregate one-time payment for achievement of milestones, for each option program			$ 85,000
CHS-006 anti-TIGIT antibody \| Anti-TIGIT Antibody and IL-2 cytokine
Collaborative Arrangements And Noncollaborative Arrangement Transactions
Collaboration Agreement , Maximum Payments On Attainment Of Certain Sales Thresholds For Each Option Program						$ 170,000
Scenario, Plan \| Junshi Biosciences \| Toripalimab (LOQTORZI) \| Intangible assets, net and accrued and other current liabilities
Collaborative Arrangements And Noncollaborative Arrangement Transactions
Upfront and milestone payment										$ 12,500	$ 12,500

Balance Sheet Components - Accrued and Other Current Liabilities (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Balance Sheet Components
Accrued commercial and research and development manufacturing	$ 23,470	$ 21,774
Accrued co-development costs and milestone payments	26,812	8,356
Accrued royalties	42,031	5,015
Accrued other	7,628	10,634
Lease liabilities, current	2,145	4,318
Contingent consideration, current	3,300
Total Accrued and other current liabilities	$ 105,386	$ 50,097

Income Taxes (Details) - USD ($) $ in Thousands	12 Months Ended
Income Taxes (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Operating Loss Carryforwards [Line Items]
Increase in valuation allowance	$ 85,600	$ 64,400	$ 72,400
Unrecognized tax benefits	17,417	16,838	15,495	$ 13,243
Unrecognized tax benefits, accrued interest and penalties accrued	0	$ 0	$ 0
Federal
Operating Loss Carryforwards [Line Items]
Net operating loss carryforwards	$ 774,900
Net operating loss carryforwards expiration year	2036
Various states
Operating Loss Carryforwards [Line Items]
Net operating loss carryforwards	$ 128,000
Net operating loss carryforwards expiration year	2031
Federal research and development \| Federal
Operating Loss Carryforwards [Line Items]
Tax credit carryforwards	$ 60,600
Tax credit carryforwards expiration year	2031
Federal research and development \| Various states
Operating Loss Carryforwards [Line Items]
Tax credit carryforwards	$ 26,500

Organization and Significant Accounting Policies - Cost of Goods Sold (Details) - USD ($) $ in Thousands				12 Months Ended
	Nov. 04, 2019	Jul. 01, 2019	May 02, 2019	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Cost of Goods Sold
Royalty payment term		5 years
Inventory write-downs, net				$ 52,595	$ 26,000	$ 5,133
Bioeq IP AG
Cost of Goods Sold
Percentage of gross profits shared	50.00%		50.00%
LOQTORZI
Cost of Goods Sold
Percentage Of royalties on net sales			20.00%

Inventory (Tables)

12 Months Ended

Dec. 31, 2023

Inventory

Schedule of Inventory


	December 31,
(in thousands)	2023		2022
Raw materials	$	12,975	$	10,262
Work in process		82,588		86,712
Finished goods		34,537		18,077
Total	$	130,100	$	115,051

Schedule of Balance Sheet Classification


	December 31,
(in thousands)	2023		2022
Inventory	$	62,605	$	38,791
Inventory, non-current		67,495		76,260
Total	$	130,100	$	115,051

Income Taxes

12 Months Ended

Dec. 31, 2023

Income Taxes

Income Taxes

13.Income Taxes

The components of loss before income taxes are as follows:


	Year Ended December 31,
(in thousands)	2023		2022		2021
Domestic	$	(238,272)	$	(291,746)	$	(287,058)
Foreign		—		(8)		(42)
Total	$	(238,272)	$	(291,754)	$	(287,100)

For the periods presented, the income tax provision (benefit) is as follows:


	Year Ended December 31,
(in thousands)	2023		2022		2021
Current:
Federal	$	—	$	—	$	—
State		—		—		—
Foreign		—		—		—
Subtotal	$	—	$	—	$	—

Deferred:
Federal	$	(380)	$	—	$	—
State		—		—		—
Foreign		—		—		—
Subtotal	$	(380)	$	—	$	—

Income tax provision (benefit)	$	(380)	$	—	$	—

There was no income tax provision in 2022 and 2021 due to the Company’s history of losses and valuation of allowances against the deferred tax assets.

A reconciliation of the statutory United States federal rate to the Company’s effective tax rate is as follows:


	Year Ended December 31,
	2023		2022		2021
Percent of pre-tax income:
United States federal statutory income tax rate	21.0	%	21.0	%	21.0	%
State taxes, net of federal benefit	(1.2)		1.7		2.6
Foreign rate differences	—		—		—
Permanent items	—		(0.1)		0.2
Research and development credit	0.9		1.8		2.6
Stock-based compensation costs	(3.5)		(2.3)		(1.2)
Other	0.7		—		—
Change in valuation allowance	(17.7)		(22.1)		(25.2)
Effective income tax rate	0.2	%	—	%	—	%

The components of the Company’s net deferred tax assets as of December 31, 2023 and 2022 consist of the following:


	December 31,
(in thousands)	2023		2022
Net operating loss carryforwards	$	170,402	$	131,423
Research and development credits		65,225		63,164
Depreciation and amortization		37,211		51,877
Stock-based compensation		30,370		32,561
Sales related accruals		38,474		23,864
Other accruals		42,480		19,717
Capitalized research and development		46,062		17,673
Gross deferred tax assets		430,224		340,279
Right-of-use asset		(1,538)		(1,903)
In-process research and development		(6,403)		(603)
Gross deferred tax liabilities		(7,941)		(2,506)
Total net deferred tax asset		422,283		337,773
Less valuation allowance		(423,385)		(337,773)
Net deferred tax assets (liabilities)	$	(1,102)	$	—

The tax benefit of net operating losses, temporary differences and credit carry forwards is recorded as an asset to the extent that management assesses that realization is “more likely than not.” The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which the temporary differences representing net future deductible amounts become deductible. Due to the Company’s history of losses, and lack of other positive evidence, the Company has determined that it is more likely than not that its federal net deferred tax assets and certain state net deferred tax assets will not be realized, and therefore, the Company has offset the federal and certain state net deferred tax assets by a valuation allowance as of December 31, 2023 and 2022.

The valuation allowance increased by $85.6 million, $64.4 million and $72.4 million during the years ended December 31, 2023, 2022 and 2021, respectively.

As of December 31, 2023, the Company had net operating loss carryforwards for federal income of $774.9 million, which will start to expire in the year 2036, and various states net operating loss carryforwards of $128.0 million, which have various expiration dates beginning in 2031.

As of December 31, 2023, the Company had federal research and development credit carryforwards for federal income tax purposes of $60.6 million, which will start to expire in the year 2031, and state research and development credit carryforwards of $26.5 million, which have no expiration date.

Utilization of the net operating loss and tax credit carryforwards may be subject to a substantial annual limitation due to ownership change limitations provided by Section 382 of the Internal Revenue Code of 1986, as amended, and similar state provisions. The annual limitation may result in the expiration of certain net operating loss and tax credit carryforwards before their utilization. Under the new enacted tax law, the carry forward period of net operating losses generated from 2018 forward is indefinite. However, the carryforward period for net operating losses generated prior to 2018 remains the same. Therefore, the annual limitation may result in the expiration of certain net operating losses and tax credit carryforwards before their utilization. The Company files income tax returns in the United States federal jurisdiction, various United States state jurisdictions, and a foreign jurisdiction with varying statutes of limitations. The tax years from inception in 2011 forward remain open to examination due to the carryover of unused net operating losses and tax credits.

A reconciliation of the Company’s unrecognized tax benefits during 2023, 2022 and 2021 is as follows:


	Year Ended December 31,
(in thousands)	2023		2022		2021
Balance at beginning of year	$	16,838	$	15,495	$	13,243
Additions based on tax positions related to current year		865		1,385		2,038
Additions (reductions) for tax positions of prior years		(286)		(42)		214
Balance at end of year	$	17,417	$	16,838	$	15,495

As of December 31, 2023, 2022 and 2021, the Company had $17.4 million, $16.8 million and $15.5 million, respectively, of unrecognized benefits, none of which would currently affect the Company’s effective tax rate if recognized due to the Company’s deferred tax assets being fully offset by a valuation allowance. During 2023, 2022 and 2021, the Company did not recognize accrued interest and penalties related to unrecognized tax benefits. The Company does not anticipate a material adjustment of unrecognized tax benefits during the next twelve months from the balance sheet date as reductions for tax positions of prior years.

- Definition

The entire disclosure for income taxes. Disclosures may include net deferred tax liability or asset recognized in an enterprise's statement of financial position, net change during the year in the total valuation allowance, approximate tax effect of each type of temporary difference and carryforward that gives rise to a significant portion of deferred tax liabilities and deferred tax assets, utilization of a tax carryback, and tax uncertainties information.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480990/946-20-50-13

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(h)(2))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480678/235-10-S99-1

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org//740/tableOfContent

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 14
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482685/740-10-50-14

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 21
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482685/740-10-50-21

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 270
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482526/740-270-50-1

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 17
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482685/740-10-50-17

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SAB TOPIC 6.I.5.Q1)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479360/740-10-S99-1

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 2
-Subparagraph (SAB Topic 11.C)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479360/740-10-S99-2

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 30
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482603/740-30-50-2

+ Details

Income Taxes - Components of Net Deferred Tax Assets (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Components of Deferred Tax Assets [Abstract]
Net operating loss carryforwards	$ 170,402	$ 131,423
Research and development credits	65,225	63,164
Depreciation and amortization	37,211	51,877
Stock-based compensation	30,370	32,561
Sales related accruals	38,474	23,864
Other accruals	42,480	19,717
Capitalized research and development	46,062	17,673
Gross deferred tax assets	430,224	340,279
Right-of-use asset	(1,538)	(1,903)
In-process research and development	(6,403)	(603)
Gross deferred tax liabilities	(7,941)	(2,506)
Total net deferred tax asset	422,283	337,773
Less valuation allowance	(423,385)	$ (337,773)
Net deferred tax liabilities	$ (1,102)

Organization and Significant Accounting Policies - Operating and Finance Leases (Details)	Dec. 31, 2023
Organization and Summary of Significant Accounting Policies
Term of leases	36 months

Organization and Significant Accounting Policies - Reclassifications (Details)	12 Months Ended
	Dec. 31, 2023 USD ($)
Organization and Summary of Significant Accounting Policies
Changes to net cash used in operating activities in the consolidated statements of cash flows	$ 0

Balance Sheet Components (Tables)

12 Months Ended

Dec. 31, 2023

Organization and Operations

Schedule of Property and Equipment, Net


	December 31,
(in thousands)	2023		2022
Machinery and equipment	$	13,124	$	12,944
Computer equipment and software		3,546		3,183
Furniture and fixtures		1,055		1,258
Leasehold improvements		5,751		6,198
Finance lease right of use assets		2,294		4,632
Construction in progress		—		696
Total property and equipment		25,770		28,911
Accumulated depreciation and amortization		(20,651)		(20,157)
Property and equipment, net	$	5,119	$	8,754

Schedule of Goodwill and Intangible Assets, Net


	December 31,
(in thousands)	2023		2022
Finite-lived assets, net of accumulated amortization of $639 and $61, respectively	$	41,871	$	2,368
Indefinite-lived assets - IPR&D		28,859		2,620
Goodwill		943		943
Total Intangible assets, net	$	71,673	$	5,931

Schedule of Accrued Liabilities


	December 31,		December 31,
(in thousands)	2023		2022
Accrued commercial and research and development manufacturing	$	23,470	$	21,774
Accrued co-development costs and milestone payments		26,812		8,356
Accrued royalties		42,031		5,015
Accrued other		7,628		10,634
Lease liabilities, current		2,145		4,318
Contingent consideration, current		3,300		—
Total Accrued and other current liabilities	$	105,386	$	50,097

Schedule of Other Liabilities, Non-current


	December 31,		December 31,
(in thousands)	2023		2022
Contingent consideration, non-current	$	1,172	$	102
Deferred tax liability		1,102		—
Other		10,287		3,365
Total Other liabilities, non-current	$	12,561	$	3,467

Organization and Significant Accounting Policies - Investments in Marketable Securities (Details) - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Organization and Summary of Significant Accounting Policies
Interest income from marketable securities	$ 2,800,000	$ 1,900,000	$ 1,400,000
Impairments related to credit losses	$ 0	$ 0	$ 0

Surface Acquisition (Tables)

12 Months Ended

Dec. 31, 2023

Surface Acquisition

Schedule of total consideration paid


(in thousands, except share and per share amounts)	As of Acquisition Date
Coherus common stock issued		11,971,460
Coherus common stock share price	$	4.89

Fair value of components of purchase price consideration at closing:
Equity of combined company owned by Surface equity holders	$	58,540
Contingent CVR liability		5,290
Equity of combined company owned by Surface former employees ⁽¹⁾		766
Fair value of total purchase consideration	$	64,596

(1)	Represents 161,100 shares of Coherus common stock, net of shares withheld for taxes, issued to Surface’s former employees on the Acquisition Date.

Schedule of purchase price allocation to the estimated fair value of the net assets acquired


(in thousands)	Amounts Recognized at Acquisition Date
Assets Acquired
Cash and cash equivalents	$	6,997
Investments in marketable securities		21,791
Other prepaids and other assets		5,260
In-process research and development		26,239
Out-licenses		13,530
Total assets	$	73,817
Liabilities Assumed
Accrued and other current liabilities	$	7,722
Deferred tax liability		1,499
Total liabilities		9,221
Total net assets acquired	$	64,596

Schedule of amount allocated to identifiable intangible assets


(in thousands)	Useful lives		Fair Value at Acquisition Date
In-process research and development - casdozokitug	n/a	$	25,899
In-process research and development - CHS-114	n/a		340
Out-license - GSK	15 years		2,506
Out-license - Novartis Institutes	15 years		11,024
Total identifiable intangible assets		$	39,769

Schedule of pro forma information does not purport to represent what the Company's actual results would have been if the acquisition had occurred as of January 1, 2022


	Year Ended December 31,
(in thousands)	2023		2022
Total revenues	$	257,244	$	241,042
Net loss	$	(284,575)	$	(369,442)

Organization and Significant Accounting Policies - Selling, General and Administrative Expense (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Organization and Summary of Significant Accounting Policies
Advertising expenses	$ 10.9	$ 10.5	$ 8.7

Organization and Summary of Significant Accounting Policies - Cash, Cash Equivalents and Restricted Cash (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Organization and Summary of Significant Accounting Policies
Cash and cash equivalents	$ 102,891	$ 63,547	$ 417,195	$ 541,158
Restricted cash	452	440	440	440
Total cash, cash equivalents and restricted cash	$ 103,343	$ 63,987	$ 417,635	$ 541,598

Stock-Based Compensation and Employee Benefits - Restricted Stock Units - narrative (Details) $ in Millions	12 Months Ended
	Dec. 31, 2023 USD ($)
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Unrecognized share-based compensation related to stock options, RSUs and ESPP, period for recognition	2 years 3 months 18 days
Restricted stock units
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Unrecognized stock-based compensation expenses related to unvested RSUs	$ 10.8
Unrecognized share-based compensation related to stock options, RSUs and ESPP, period for recognition	1 year 6 months
Restricted stock units \| Minimum
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Vesting period	1 year
Restricted stock units \| Maximum
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Vesting period	3 years

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

+ Details

Surface Acquisition (Details) $ / shares in Units, $ in Thousands		4 Months Ended	12 Months Ended
	Sep. 08, 2023 USD ($) item $ / shares shares	Dec. 31, 2023 USD ($)	Dec. 31, 2023 USD ($)	Dec. 31, 2022 USD ($)
Surface Acquisition
Goodwill		$ 943	$ 943	$ 943
Surface Oncology, Inc.
Surface Acquisition
Business Combination, Number of Shares Issued in Exchange of Each Share of Acquiree \| shares	0.1960
Share price \| $ / shares	$ 5.2831
Contingent value right per share \| item	1
Contingent value rights payment period	10 years
Business combination consideration transferred	$ 64,596
Business Combination, Number of Shares Issued to Former Employees of Acquiree shares \| shares	161,100
Goodwill	$ 0
Business Combination, Number of Out Licensed Partnership Program \| item	2
Revenue of Acquiree since Acquisition Date		0
Earnings or Loss of Acquiree since Acquisition Date		$ (5,900)
Acquisition related costs			$ 5,100
Surface Oncology, Inc. \| Surface GSK Agreement
Surface Acquisition
Milestone and royalty based CVR payments (as percent)	70.00%
Surface Oncology, Inc. \| Surface Novartis Agreement
Surface Acquisition
Milestone and royalty based CVR payments (as percent)	70.00%
Surface Oncology, Inc. \| Surface's SRF114 proprietary drug product candidate
Surface Acquisition
Upfront payment based CVR payments (as percent)	25.00%
Surface Oncology, Inc. \| Surface's SRF388 proprietary drug product candidate
Surface Acquisition
Upfront payment based CVR payments (as percent)	50.00%

Debt Obligations - Convertible Senior Subordinated Notes due 2026 - Narrative (Details)	1 Months Ended	12 Months Ended
	Apr. 30, 2020 USD ($) $ / shares shares	Dec. 31, 2023 USD ($) item $ / shares	Apr. 14, 2020 $ / shares
Debt Instrument
Closing stock, price per share \| $ / shares		$ 3.33	$ 14.82
1.5% Convertible Senior Subordinated Notes due 2026
Debt Instrument
Number of events in default \| item		0
Contractual term		6 years
Convertible Notes \| 1.5% Convertible Senior Subordinated Notes due 2026
Debt Instrument
Principal Amount	$ 230,000,000.0
Stated interest rate	1.50%
Net proceeds from offering	$ 222,200,000
Initial conversion rate, shares of common stock \| shares	51.9224
Principal amount of notes converted into shares	$ 1,000
Initial conversion price per common share \| $ / shares	$ 19.26
Interest rate description	The 2026 Convertible Notes accrue interest at a rate of 1.5% per annum, payable semi-annually in arrears on April 15 and October 15 of each year, since October 15, 2020
Debt instrument maturity date	Apr. 15, 2026
Convertible notes, premium percentage	30.00%
Convertible notes, covenant compliance		As of December 31, 2023, the Company was in full compliance with these covenants, and there were no events of default under the 2026 Convertible Notes.
Debt issuance costs		$ 900,000
Remaining unamortized debt discount and debt offering costs		$ 3,112,000
Effective interest rate		2.10%
Convertible Notes \| 1.5% Convertible Senior Subordinated Notes due 2026 \| Scenario, Plan
Debt Instrument
Convertible notes, converted amount		$ 39,800,000

Pay vs Performance Disclosure - USD ($) $ in Thousands	12 Months Ended
Pay vs Performance Disclosure - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Pay vs Performance Disclosure
Net Income (Loss)	$ (237,892)	$ (291,754)	$ (287,100)

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(g)(1)(ii))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480678/235-10-S99-1

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 323
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 3
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481687/323-10-50-3

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 825
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 28
-Subparagraph (f)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482907/825-10-50-28

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 220
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
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+ Details