As filed with the Securities and Exchange Commission on August 5, 2026  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. Amended and Restated 2014 Equity Incentive Award 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

801 Jefferson Avenue, Suite 300

Redwood City, CA 94063

(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 

Non-accelerated filer  

Smaller reporting company 

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 7,700,000 shares of common stock of Coherus Oncology, Inc. (the “Registrant”), par value $0.0001 per share, reserved for issuance under the Registrant’s Amended and Restated 2014 Equity Incentive Award Plan (together with previous versions of such plan, and as may be further amended from time to time, the “2014 Plan”), as approved by the Registrant’s shareholders on May 27, 2026 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, 333-262134, 333-269291, 333-278314 and 333-281394) 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), January 13, 2022 (File No. 333-262134), January 18, 2023 (File No. 333-269291), March 28, 2024 (File No. 333-278314) and August 8, 2024 (File No. 333-281394) are incorporated by reference herein.


INDEX TO EXHIBITS

Incorporated by Reference

Exhibit
Number

Description

Form

Exhibit

Date Filed

Filed
Herewith

3.1

Amended and Restated Certificate of Incorporation of the Registrant.

8-K

3.1

11/13/2014

3.2

Certificate of Amendment to the Amended and Restated Certificate of Incorporation of the Registrant, effective as of May 29, 2025.

8-K

3.1

5/30/2025

3.3

Amended and Restated Bylaws of the Registrant.

8-K

3.1

11/18/2020

4.1

Specimen Common Stock Certificate.

S-1/A

4.2

10/24/2014

5.1

Opinion of Latham & Watkins LLP.

X

23.1

Consent of Latham & Watkins LLP (included in Exhibit 5.1).

X

23.2

Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm.

X

24.1

Power of Attorney (included in the signature page to this registration statement).

X

99.1(a)#

Coherus Oncology, Inc. Amended and Restated 2014 Equity Incentive Award Plan.

10-Q

10.2

8/07/2025

99.1(b)#

Amendment to Coherus Oncology, Inc. Amended and Restated 2014 Equity Incentive Award Plan.

X

99.1(c)#

Form of Stock Option Grant Notice and Stock Option Agreement under the 2014 Equity Incentive Award Plan.

S-1/A

10.11(b)

11/4/2014

99.1(d)#

Form of Restricted Stock Award Grant Notice and Restricted Stock Award Agreement under the 2014 Equity Incentive Award Plan.

S-1/A

10.11(c)

11/4/2014

99.1(e)#

Form of Restricted Stock Unit Award Grant Notice and Restricted Stock Unit Award Agreement under the 2014 Equity Incentive Award Plan.

S-1/A

10.11(d)

11/4/2014

107

Filing Fee Table.

X

# Indicates management contract or compensatory plan.


SIGNATURES

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 August 5, 2026.

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

(Principal Executive Officer)

August 5, 2026

Dennis M. Lanfear

/s/ Bryan McMichael

Chief Financial Officer

(Principal Financial Officer and Principal Accounting Officer)

August 5, 2026

Bryan McMichael

/s/ Lee N. Newcomer

Director

August 5, 2026

Lee N. Newcomer

/s/ Ali J. Satvat

Director

August 5, 2026

Ali J. Satvat

/s/ Mats Wahlström

Director

August 5, 2026

Mats Wahlström

/s/ Charles Newton

Director

August 5, 2026

Charles Newton

/s/ Michael Ryan

Director

August 5, 2026

Michael Ryan

/s/ Jill O’Donnell-Tormey

Director

August 5, 2026

Jill O’Donnell-Tormey

/s/ Rita Karachun

Director

August 5, 2026

Rita Karachun


Exhibit 5.1

Graphic

650 Town Center Drive, 20th Floor

Costa Mesa, California 92626-1925

Tel: +1.715.540.1235 Fax: +1.714.755.8290

www.lw.com

FIRM / AFFILIATE OFFICES

Austin

Milan

Beijing

Munich

Boston

New York

Brussels

Orange County

Chicago

Paris

Dubai

Riyadh

August 5, 2026

Düsseldorf

San Diego

Frankfurt

San Francisco

Hamburg

Seoul

Hong Kong

Silicon Valley

Houston

Singapore

London

Tel Aviv

Los Angeles

Tokyo

Madrid

Washington, D.C.

Coherus Oncology, Inc.
333 Twin Dolphin Drive, Suite 600
Redwood City, CA 94065

Re:    Registration Statement on Form S-8; 7,700,000 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 7,700,000 shares of Common Stock of the Company, par value $0.0001 per share (the “Shares”), issuable under the Coherus Oncology, Inc. Amended and Restated 2014 Equity Incentive Award Plan (the “Plan”). 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 August [5], 2026 (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 Plan, assuming in each case that the individual issuances, grants or awards under the Plan 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 Plan (and the agreements and awards duly adopted thereunder and in accordance therewith), the issuance and sale of the Shares will have been


August 5, 2026

Page 2

Graphic

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 & Watkins LLP


Exhibit 23.2

CONSENT OF ERNST & YOUNG LLP, INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the Coherus Oncology, Inc. Amended and Restated 2014 Equity Incentive Award Plan of our reports dated March 9, 2026, with respect to the consolidated financial statements of Coherus Oncology, Inc. and 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, 2025, filed with the Securities and Exchange Commission.

/s/ Ernst & Young LLP

San Francisco, California

August 5, 2026


Exhibit 99.1(b)

AMENDMENT

TO

COHERUS ONCOLOGY, INC.

AMENDED AND RESTATED 2014 EQUITY INCENTIVE AWARD PLAN

This Amendment (this “Amendment”) to the Amended and Restated 2014 Equity Incentive Award Plan (the “Plan”) of Coherus Oncology, Inc., a Delaware corporation (the “Company”) is made pursuant to Section 13.1 of the Plan, effective as of April 8, 2026.

WITNESSETH THAT:

WHEREAS, the Company presently maintains the Plan for the benefit of its employees and employees of its Subsidiaries (as defined in the Plan); and

WHEREAS, pursuant to Section 13.1 of the Plan, the Board of Directors of the Company (the “Board”) may, in its sole discretion, amend, suspend, or terminate the Plan at any time; and

WHEREAS, an amendment to increase the number of shares of Common Stock subject to the Plan is not effective without the approval of the Company’s stockholders within twelve (12) months before or after an action by the Board to amend the Plan to increase the number of shares of Common Stock reserved for the Plan; and

WHEREAS, the Board believes it is in the best interests of the Company to amend the Plan as set forth in this Amendment.

NOW THEREFORE, the Plan is hereby amended as follows:

1.Capitalized Terms. All capitalized terms used and not defined in this Amendment shall have the meanings given thereto in the Plan.
2.Amendment to the Plan.  Subject to the approval of the Company’s stockholders within 12 months after the effective date of this Amendment, Section 3.1(a) of the Plan is hereby deleted and replaced in its entirety by following:

“(a) Subject to Sections 13.1, 13.2 and 3.1(b) hereof, the aggregate number of Shares which may be issued or transferred pursuant to Awards under the Plan is 14,700,000 (the “Share Limit”). Notwithstanding anything in this Section 3.1 to the contrary, the number of shares of Stock that may be issued or transferred pursuant to Incentive Stock Options under the Plan shall not exceed an aggregate of 18,846,815 Shares, subject to adjustment pursuant to Section 13.2. Notwithstanding the foregoing, Shares added to the Share Limit pursuant to Section 3.1(a)(ii) or Section 3.1(a)(iii) hereof shall be available for issuance as Incentive Stock Options only to the extent that making such Shares available for issuance as Incentive Stock Options would not cause any Incentive Stock Option to cease to qualify as such. Notwithstanding the foregoing, to the extent permitted under Applicable Law, Awards that provide for the delivery of Shares subsequent to the applicable grant date may be granted in excess of the Share Limit if such Awards provide for the forfeiture or cash


settlement of such Awards to the extent that insufficient Shares remain under the Share Limit in this Section 3.1 at the time that Shares would otherwise be issued in respect of such Award.

3.Ratification and Confirmation. Except as specifically amended by this Amendment, the Plan is hereby ratified and confirmed in all respects and remains valid and in full force and effect.
4.Governing Law. To the extent not preempted by federal law, this Amendment shall be construed in accordance with and governed by the laws of the State of Delaware, without giving effect to conflicts or choice of law principles.


EX-FILING FEES
S-8 S-8 EX-FILING FEES 0001512762 Coherus Oncology, Inc. N/A Fees to be Paid 0001512762 2026-08-03 2026-08-03 0001512762 1 2026-08-03 2026-08-03 iso4217:USD xbrli:pure xbrli:shares

Calculation of Filing Fee Tables

S-8

Coherus Oncology, Inc.

Table 1: Newly Registered Securities

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

1 Equity Common stock, par value $0.0001 per share Other 7,700,000 $ 1.44 $ 11,088,000.00 0.0001381 $ 1,531.25

Total Offering Amounts:

$ 11,088,000.00

$ 1,531.25

Total Fee Offsets:

$ 0.00

Net Fee Due:

$ 1,531.25

Offering Note

1

1(a)Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the "Securities Act"), this registration statement ("Registration Statement") shall also cover any additional shares of common stock that become issuable under the Coherus Oncology, Inc. Amended and Restated Equity Incentive Award Plan (the "2014 Plan") by reason of any stock dividend, stock split, recapitalization, or other similar transaction effected without receipt of consideration that results in an increase to the number of outstanding shares of common stock. 1(b)Represents the additional shares of common stock reserved for issuance under the 2014 Plan pursuant to the amendment approved by the Registrant's stockholders on May 27, 2026. 1(c)Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(c) and Rule 457(h) under the Securities Act. The proposed maximum offering price per share and the proposed maximum aggregate offering price are based on the average of the high and low prices of the Registrant's Common Stock as reported on the Nasdaq Global Market on July 31, 2026, which date is within five business days prior to the filing of the Registration Statement to which this exhibit is attached.

Table 2: Fee Offset Claims and Sources ☑Not Applicable
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
Fee Offset Sources