As filed with the Securities and Exchange Commission on November 13, 2025
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Coherus Oncology, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 27-3615821 |
| (State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification Number) |
333 Twin Dolphin Drive, Suite 600
Redwood City, CA 94065
(650) 649-3530
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Coherus Oncology, Inc. 2014 Employee Stock Purchase Plan
(Full Title of the Plan)
Dennis M. Lanfear
President and Chief Executive Officer
Coherus Oncology, Inc.
333 Twin Dolphin Drive, Suite 600
Redwood City, CA 94065
(650) 649-3530
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
| Benjamin A. Potter, Esq. Drew Capurro, Esq. Latham & Watkins LLP 140 Scott Drive Menlo Park, CA 94025 (650) 328-4600 |
Bryan McMichael Chief Financial Officer 333 Twin Dolphin Drive, Suite 600 Redwood City, CA 94065 (650) 649-3530 |
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ¨ | Accelerated filer | x |
| Non-accelerated filer | ¨ | Smaller reporting company | x |
| Emerging growth company | ¨ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
EXPLANATORY NOTE
This Registration Statement on Form S-8 is being filed for the purpose of registering an additional 1,500,000 shares of common stock of Coherus Oncology, Inc. (the “Registrant”), par value $0.0001 per share, reserved for issuance under the Registrant’s 2014 Employee Stock Purchase Plan (together with previous versions of such plan, and as may be further amended from time to time, the “2014 ESPP”), as approved by the Registrant’s stockholders on June 11, 2025 for which Registration Statements of the Registrant on Form S-8 (File Nos. 333-200593, 333-203356, 333-209936, 333-216679, 333-222700, 333-229480, 333-236068, 333-251876, and 333-262134) are effective.
INCORPORATION BY REFERENCE OF CONTENTS OF
REGISTRATION STATEMENTS ON FORM S-8
Pursuant to Instruction E of Form S-8, the contents of the Registration Statements on Form S-8 filed with the Securities and Exchange Commission on November 25, 2014 (File No. 333-200593), April 10, 2015 (File No. 333-203356), March 4, 2016 (File No. 333-209936), March 14, 2017 (File No. 333-216679), January 25, 2018 (File No. 333-222700), February 1, 2019 (File No. 333-229480), January 24, 2020 (File No. 333-236068), January 4, 2021 (File No. 333-251876), and January 13, 2022 (File No. 333-262134) are incorporated by reference herein.
EXHIBIT INDEX
| # | Indicates management contract or compensatory plan. |
Pursuant to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Redwood City, California, on November 13, 2025.
| COHERUS ONCOLOGY, INC. | ||
| By: | /s/ Dennis M. Lanfear | |
| Dennis M. Lanfear | ||
| President and Chief Executive Officer | ||
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below does hereby constitute and appoint Dennis M. Lanfear and Bryan McMichael, and each of them, with full power of substitution and full power to act without the other, his or her true and lawful attorney-in-fact and agent to act for him or her in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file this Registration Statement, with all exhibits thereto, and other documents in connection therewith, with the Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in order to effectuate the same as fully, to all intents and purposes, as they or he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities and on the date indicated.
| Signature | Title | Date | ||
| /s/ Dennis M. Lanfear | Chairman, President and Chief Executive Officer | November 13, 2025 | ||
| Dennis M. Lanfear | (Principal Executive Officer) | |||
| /s/ Bryan McMichael | Chief Financial Officer | November 13, 2025 | ||
| Bryan McMichael | (Principal Financial Officer and Principal Accounting Officer) | |||
| /s/ Lee N. Newcomer | Director | November 13, 2025 | ||
| Lee N. Newcomer | ||||
| /s/ Ali J. Satvat | Director | November 13, 2025 | ||
| Ali J. Satvat | ||||
| /s/ Mats Wahlström | Director | November 13, 2025 | ||
| Mats Wahlström | ||||
| /s/ Charles W. Newton | Director | November 13, 2025 | ||
| Charles W. Newton | ||||
| /s/ Michael Ryan | Director | November 13, 2025 | ||
| Michael Ryan | ||||
| /s/ Jill O’Donnell-Tormey | Director | November 13, 2025 | ||
| Jill O’Donnell-Tormey | ||||
| /s/ Georgia Erbez | Director | November 13, 2025 | ||
| Georgia Erbez | ||||
| /s/ Rita A. Karachun | Director | November 13, 2025 | ||
| Rita A. Karachun |
Exhibit 5.1
 |
650 Town Center Drive, 20th Floor | |
| Costa Mesa, California 92626-1925 | ||
| Tel: +1.714.540.1235 Fax: +1.714.755.8290 | ||
| www.lw.com | ||
| FIRM / AFFILIATE OFFICES | ||
| Austin | Milan | |
| Beijing | Munich | |
| Boston | New York | |
| Brussels | Orange County | |
| Chicago | Paris | |
| November 13, 2025 | Dubai | Riyadh |
| Düsseldorf | San Diego | |
| Frankfurt | San Francisco | |
| Coherus Oncology, Inc. | Hamburg | Seoul |
| 333 Twin Dolphin Drive, Suite 600 | Hong Kong | Silicon Valley |
| Redwood City, CA 94065 | Houston | Singapore |
| London | Tel Aviv | |
| Los Angeles | Tokyo | |
| Madrid | Washington, D.C. | |
| Re: | Registration Statement on Form S-8; 1,500,000 shares of Common Stock, par value $0.0001 per share |
To the addressee set forth above:
We have acted as special counsel to Coherus Oncology, Inc., a Delaware corporation (the “Company”), in connection with the registration by the Company of 1,500,000 shares of Common Stock of the Company, par value $0.0001 per share (the “Shares”), issuable under the 2014 Employee Stock Purchase Plan (the “ESPP”). The Shares are included in a registration statement on Form S-8 under the Securities Act of 1933, as amended (the “Act”), filed with the Securities and Exchange Commission (the “Commission”) on November 13, 2025 (the “Registration Statement”). This opinion is being furnished in connection with the requirements of Item 601(b)(5) of Regulation S-K under the Act, and no opinion is expressed herein as to any matter pertaining to the contents of the Registration Statement or the related prospectus, other than as expressly stated herein with respect to the issue of the Shares.
As such counsel, we have examined such matters of fact and questions of law as we have considered appropriate for purposes of this letter. With your consent, we have relied upon certificates and other assurances of officers of the Company and others as to factual matters without having independently verified such factual matters. We are opining herein as to the General Corporation Law of the State of Delaware (the “DGCL”), and we express no opinion with respect to any other laws.
Subject to the foregoing and the other matters set forth herein, it is our opinion that, as of the date hereof, when the Shares shall have been duly registered on the books of the transfer agent and registrar therefor in the name or on behalf of the purchasers, and have been issued by the Company against payment therefor (not less than par value) in the circumstances contemplated by the ESPP, assuming in each case that the individual issuances, grants or awards under the ESPP are duly authorized by all necessary corporate action and duly issued, granted or awarded and exercised in accordance with the requirements of law and the ESPP (and the agreements and awards duly adopted thereunder and in accordance therewith), the issuance and sale of the Shares will have been duly authorized by all necessary corporate action of the Company, and such Shares will be validly issued, fully paid and nonassessable. In rendering the foregoing opinion, we have assumed that the Company will comply with all applicable notice requirements regarding uncertificated shares provided in the DGCL.
This opinion is for your benefit in connection with the Registration Statement and may be relied upon by you and by persons entitled to rely upon it pursuant to the applicable provisions of the Act. We consent to your filing this opinion as an exhibit to the Registration Statement. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission thereunder.
| Very truly yours, | |
| /s/ Latham and Watkins LLP |
Exhibit 23.2
Consent of Independent Registered Public Accounting Firm
We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the 2014 Employee Stock Purchase Plan, as amended, of Coherus Oncology, Inc. of our report dated March 17, 2025, except for Note 6, as to which the date is November 13, 2025, with respect to the consolidated financial statements of Coherus Oncology, Inc. included in its Current Report (Form 8-K) dated November 13, 2025, and our report dated March 17, 2025, with respect to the effectiveness of internal control over financial reporting of Coherus Oncology, Inc., included in its Annual Report (Form 10-K) for the year ended December 31, 2024, both filed with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
San Mateo, California
November 13, 2025
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Calculation of Filing Fee Tables |
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Table 1: Newly Registered Securities |
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Security Type |
Security Class Title |
Fee Calculation Rule |
Amount Registered |
Proposed Maximum Offering Price Per Unit |
Maximum Aggregate Offering Price |
Fee Rate |
Amount of Registration Fee |
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|---|---|---|---|---|---|---|---|---|
| 1 |
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$
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$
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$
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Total Offering Amounts: |
$
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$
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Total Fee Offsets: |
$
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Net Fee Due: |
$
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Offering Note |
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1 |
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| Table 2: Fee Offset Claims and Sources |
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| Registrant or Filer Name | Form or Filing Type | File Number | Initial Filing Date | Filing Date | Fee Offset Claimed | Security Type Associated with Fee Offset Claimed | Security Title Associated with Fee Offset Claimed | Unsold Securities Associated with Fee Offset Claimed | Unsold Aggregate Offering Amount Associated with Fee Offset Claimed | Fee Paid with Fee Offset Source | |||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Rule 457(p) | |||||||||||||
| Fee Offset Claims | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | |
| Fee Offset Sources | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | |