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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

 

        Incorporated by Reference    
Exhibit
Number
  Description   Form   Exhibit   Date Filed   Filed
Herewith
               
3.1   Amended and Restated Certificate of Incorporation.   8-K   3.1   11/13/2014    
                     
3.2   Certificate of Amendment to the Amended and Restated Certificate of Incorporation.   8-K   3.1   05/30/2025    
                     
3.3   Second Amended and Restated Bylaws.   8-K   3.2   05/30/2025    
               
4.1   Form of 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 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. 2014 Employee Stock Purchase Plan.   10-Q   10.3   08/07/2025    
                     
99.1(b)#   Amendment No. 1 to Coherus Oncology, Inc. 2014 Employee Stock Purchase Plan.   10-Q   10.4   08/07/2025    
               
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 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