Common use of INFORMATION INCORPORATED BY REFERENCE Clause in Contracts

INFORMATION INCORPORATED BY REFERENCE. The SEC allows us to “incorporate by reference” the information we file with them which means that we can disclose important information to you by referring you to those documents instead of having to repeat the information in this prospectus. The information incorporated by reference is considered to be part of this prospectus, and later information that we file with the SEC will automatically update and supersede this information. We incorporate by reference the documents listed below and any future information filed (rather than furnished) with the SEC under Sections 13(a), 13(c), 14, or 15(d) of the Exchange Act between the date of this prospectus and the termination of this offering, provided, however, that we are not incorporating any information furnished under Item 2.02 or Item 7.01 of any current report on Form 8-K: This prospectus and any accompanying prospectus supplement incorporate by reference the documents set forth below that have previously been filed with the SEC: • Our Annual Report on Form 10-K for the year ended December 31, 2021, filed with the SEC on February 23, 2022. • The information specifically incorporated by reference into our Annual Report on Form 10-K from our Definitive Proxy Statement on Schedule 14A, filed with the SEC on April 4, 2022. • Our Quarterly Reports on Form 10-Q for the quarter ended March 31, 2022, filed with the SEC on May 5, 2022, for the quarter ended June 30, 2022, filed with the SEC on August 4, 2022, and for the quarter ended September 30, 2022, filed with the SEC on November 8, 2022. • Our Current Reports on Form 8-K filed with the SEC on January 7, 2022, January 13, 2022, February 7, 2022, April 1, 2022, May 5, 2022, May 10, 2022, May 13, 2022, May 20, 2022, September 9, 2022, and September 15, 2022, and our Current Report on Form 8-K/A filed on October 6, 2022. • The description of our Common Stock contained in our registration statement on Form 8-A, filed with the SEC on November 3, 2014, and any amendment or report filed with the SEC for the purpose of updating the description. All reports and other documents we subsequently file pursuant to Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended, which we refer to as the “Exchange Act” in this prospectus, prior to the termination of this offering but excluding any information furnished to, rather than filed with, the SEC, will also be incorporated by reference into this prospectus and deemed to be part of this prospectus from the date of the filing of such reports and documents. You may request a free copy of any of the documents incorporated by reference in this prospectus by writing or telephoning us at the following address: Coherus BioSciences, Inc. 000 Xxxx Xxxxxxx Xxxxx, Xxxxx 000 Xxxxxxx Xxxx, XX 00000 (000) 000-0000 Exhibits to the filings will not be sent, however, unless those exhibits have specifically been incorporated by reference in this prospectus or any accompanying prospectus supplement. PROSPECTUS COHERUS BIOSCIENCES, INC. $150,000,000 COMMON STOCK PREFERRED STOCK DEBT SECURITIES WARRANTS UNITS We may offer and sell up to $150.0 million in the aggregate of the securities identified above from time to time in one or more offerings. This prospectus provides you with a general description of the securities. Each time we offer and sell securities, we will provide a supplement to this prospectus that contains specific information about the offering and the amounts, prices and terms of the securities. The supplement may also add, update or change information contained in this prospectus with respect to that offering. You should carefully read this prospectus and the applicable prospectus supplement before you invest in any of our securities. We may offer and sell the securities described in this prospectus and any prospectus supplement to or through one or more underwriters, dealers and agents, or directly to purchasers, or through a combination of these methods. If any underwriters, dealers or agents are involved in the sale of any of the securities, their names and any applicable purchase price, fee, commission or discount arrangement between or among them will be set forth, or will be calculable from the information set forth, in the applicable prospectus supplement. See the sections of this prospectus entitled “About this Prospectus” and “Plan of Distribution” for more information. No securities may be sold without delivery of this prospectus and the applicable prospectus supplement describing the method and terms of the offering of such securities. INVESTING IN OUR SECURITIES INVOLVES RISKS. SEE THE “RISK FACTORS” ON PAGE 6 OF THIS PROSPECTUS AND ANY SIMILAR SECTION CONTAINED IN THE APPLICABLE PROSPECTUS SUPPLEMENT CONCERNING FACTORS YOU SHOULD CONSIDER BEFORE INVESTING IN OUR SECURITIES. Our common stock is listed on the Nasdaq Global Market under the symbol “CHRS.” On November 16, 2022, the last reported sale price of our common stock on the Nasdaq Global Market was $7.35 per share. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense. The date of this prospectus is November 17, 2022. TABLE OF CONTENTS ABOUT THIS PROSPECTUS 1 WHERE YOU CAN FIND MORE INFORMATION; INCORPORATION BY REFERENCE 3 CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS 2 RISK FACTORS 6 THE COMPANY 5 DESCRIPTION OF CAPITAL STOCK 8 USE OF PROCEEDS 7 DESCRIPTION OF OTHER SECURITIES 18 DESCRIPTION OF DEBT SECURITIES 11 DESCRIPTION OF UNITS 20 DESCRIPTION OF WARRANTS 19 PLAN OF DISTRIBUTION 25 GLOBAL SECURITIES 21 LEGAL MATTERS 27 EXPERTS 27 ABOUT THIS PROSPECTUS This prospectus is part of a registration statement that we filed with the U.S. Securities and Exchange Commission, or the SEC, using a “shelf” registration process. By using a shelf registration statement, we may sell securities from time to time and in one or more offerings up to a total dollar amount of $150.0 million as described in this prospectus. Each time that we offer and sell securities, we will provide a prospectus supplement to this prospectus that contains specific information about the securities being offered and sold and the specific terms of that offering. We may also authorize one or more free writing prospectuses to be provided to you that may contain material information relating to these offerings. The prospectus supplement or free writing prospectus may also add, update or change information contained in this prospectus with respect to that offering. If there is any inconsistency between the information in this prospectus and the applicable prospectus supplement or free writing prospectus, you should rely on the prospectus supplement or free writing prospectus, as applicable. Before purchasing any securities, you should carefully read both this prospectus and the applicable prospectus supplement (and any applicable free writing prospectuses), together with the additional information described under the heading “Where You Can Find More Information; Incorporation by Reference.” We have not authorized anyone to provide you with any information or to make any representations other than those contained in this prospectus, any applicable prospectus supplement or any free writing prospectuses prepared by or on behalf of us or to which we have referred you. We take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. We will not make an offer to sell these securities in any jurisdiction where the offer or sale is not permitted. You should assume that the information appearing in this prospectus and the applicable prospectus supplement to this prospectus is accurate only as of the date on its respective cover, that the information appearing in any applicable free writing prospectus is accurate only as of the date of that free writing prospectus, and that any information incorporated by reference is accurate only as of the date of the document incorporated by reference, unless we indicate otherwise. Our business, financial condition, results of operations and prospects may have changed since those dates. This prospectus incorporates by reference, and any prospectus supplement or free writing prospectus may contain and incorporate by reference, market data and industry statistics and forecasts that are based on independent industry publications and other publicly available information. Although we believe these sources are reliable, we do not guarantee the accuracy or completeness of this information and we have not independently verified this information. In addition, the market and industry data and forecasts that may be included or incorporated by reference in this prospectus, any prospectus supplement or any applicable free writing prospectus may involve estimates, assumptions and other risks and uncertainties and are subject to change based on various factors, including those discussed under the heading “Risk Factors” contained in this prospectus, the applicable prospectus supplement and any applicable free writing prospectus, and under similar headings in other documents that are incorporated by reference into this prospectus. Accordingly, investors should not place undue reliance on this information. When we refer to “Coherus,” “we,” “our,” “us” and the “Company” in this prospectus, we mean Coherus BioSciences, Inc. and its consolidated subsidiaries, unless otherwise specified. When we refer to “you,” we mean the potential holders of the applicable series of securities. Coherus BioSciences®, our logo and our other trade names, trademarks or service marks appearing in this prospectus are the property of Coherus. This prospectus and the documents incorporated by reference herein also include trademarks, tradenames and service marks that are the property of other organizations. Solely for convenience, our trademarks and tradenames referred to in this prospectus appear without the ® and ™ symbols, but those references are not intended to indicate, in any way, that we will not assert, to the fullest extent under applicable law, our rights or the right of the applicable licensor to these trademarks and tradenames.

Appears in 1 contract

Samples: Prospectus

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INFORMATION INCORPORATED BY REFERENCE. The SEC allows us to “incorporate by reference” the information we file with them which means that we can disclose important information to you by referring you to those documents instead of having to repeat the information in this prospectus supplement and the accompanying prospectus. The information incorporated by reference is considered to be part of this prospectus supplement and the accompanying prospectus, and later information that we file with the SEC will automatically update and supersede this information. Any statement contained in a previously filed document incorporated by reference will be deemed to be modified or superseded for purposes of this prospectus to the extent that a statement contained in this prospectus modifies or replaces that statement. We incorporate by reference the documents listed below and any future information filed (rather than furnished) with the SEC under Sections 13(a), 13(c), 14, or 15(d) of the Exchange Act between the date of this prospectus and the termination of this offering, provided, however, that we are not incorporating any information furnished under Item 2.02 or Item 7.01 of any current report on Form 8-K: This prospectus and any accompanying prospectus supplement incorporate by reference the documents set forth below that have previously been filed with the SEC: Our our Annual Report on Form 10-K for the year ended December 31, 20212020, filed with the SEC on February 23March 1, 2022. 2021; The the information specifically incorporated by reference into our Annual Report on Form 10Form10-K for the year ended December 31, 2020, from our Definitive Proxy Statement on Schedule 14A, filed with the SEC on April 429, 2022. 2021; Our our Quarterly Reports Report on Form 10-Q for the quarter ended March 31, 2022, filed with the SEC on May 57, 2022, for the quarter ended June 30, 2022, filed with the SEC on August 4, 2022, and for the quarter ended September 30, 2022, filed with the SEC on November 8, 2022. 2021; Our our Current Reports Report on Form 8-K filed with the SEC on January 7, 2022, January 13, 2022February 3 , February 7, 2022, April 1, 2022, May 5, 2022, May 10, 2022, May 13, 2022, May 20, 2022, September 9, 2022and February 18, 2021; and September 15, 2022, and our Current Report on Form 8-K/A filed on October 6, 2022. The the description of our Common Stock contained in our registration statement Registration Statement on Form 8-A, filed with the SEC on November 3April 19, 20142010, and including any amendment amendments or report reports filed with the SEC for the purpose of updating the such description. All reports and other These documents we subsequently file pursuant to Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended, which we refer to as the “Exchange Act” in this prospectus, prior to the termination of this offering but excluding any information furnished to, rather than filed with, the SEC, will may also be incorporated by reference into this prospectus and deemed to be part of this prospectus from the date of the filing of such reports and documentsaccessed on our website xxxxx.xxxxxxx.xxx. You may request a free copy of any of the documents Except as otherwise specifically incorporated by reference in this prospectus supplement and the accompanying prospectus, information contained in, or accessible through, our website is not a part of this prospectus supplement and the accompanying prospectus. We will furnish without charge to you, upon written or oral request, a copy of any or all of the documents incorporated by reference, including exhibits to these documents by writing or telephoning us at the following address: Coherus BioSciencesCodexis, Inc. 000 Xxxx Xxxxxxx Xxxxx, Xxxxxxxxx Xxxxx 000 Xxxxxxx Xxxx, XX Xxxxxxxxxx 00000 (000) 000-0000 Exhibits to the filings will not be sent, however, unless those exhibits have specifically been incorporated by reference in this prospectus or any accompanying prospectus supplement. PROSPECTUS COHERUS BIOSCIENCESCODEXIS, INC. $150,000,000 COMMON STOCK PREFERRED STOCK DEBT SECURITIES WARRANTS UNITS Common Stock, Preferred Stock, Debt Securities, Warrants, Purchase Contracts, Units We may offer and sell up to $150.0 million in the aggregate of the securities identified above from time to time in one or more offerings. This prospectus provides you with a general description of the securities. Each time we offer and sell securities, we will provide a supplement to this prospectus that contains specific information about the offering and the amounts, prices and terms of the securities. The supplement may also add, update or change information contained in this prospectus with respect to that offering. You should carefully read this prospectus and the applicable prospectus supplement before you invest in any of our securities. We may offer and sell the securities described in this prospectus and any prospectus supplement to or through one or more underwriters, dealers and agents, or directly to purchasers, or through a combination of these methods. If any underwriters, dealers or agents are involved in the sale of any of the securities, their names and any applicable purchase price, fee, commission or discount arrangement between or among them will be set forth, or will be calculable from the information set forth, in the applicable prospectus supplement. See the sections of this prospectus entitled “About this Prospectus” and “Plan of Distribution” for more information. No securities may be sold without delivery of this prospectus and the applicable prospectus supplement describing the method and terms of the offering of such securities. INVESTING IN OUR SECURITIES INVOLVES RISKS. SEE THE “RISK FACTORS” ON PAGE 6 OF THIS PROSPECTUS AND ANY SIMILAR SECTION CONTAINED IN THE APPLICABLE PROSPECTUS SUPPLEMENT CONCERNING FACTORS YOU SHOULD CONSIDER BEFORE INVESTING IN OUR SECURITIES. Our common stock is listed on the Nasdaq Global Market under the symbol “CHRS.” On November 16, 2022, the last reported sale price of our common stock on the Nasdaq Global Market was $7.35 per share. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense. The date of this prospectus is November 17, 2022. TABLE OF CONTENTS ABOUT THIS PROSPECTUS 1 WHERE YOU CAN FIND MORE INFORMATION; INCORPORATION BY REFERENCE 3 CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS 2 RISK FACTORS 6 THE COMPANY 5 DESCRIPTION OF CAPITAL STOCK 8 USE OF PROCEEDS 7 DESCRIPTION OF OTHER SECURITIES 18 DESCRIPTION OF DEBT SECURITIES 11 DESCRIPTION OF UNITS 20 DESCRIPTION OF WARRANTS 19 PLAN OF DISTRIBUTION 25 GLOBAL SECURITIES 21 LEGAL MATTERS 27 EXPERTS 27 ABOUT THIS PROSPECTUS This prospectus is part of a registration statement that we filed with the U.S. Securities and Exchange Commission, or the SEC, using a “shelf” registration process. By using a shelf registration statement, we may sell securities from time to time and in one or more offerings up to a total dollar amount of $150.0 million as described in this prospectus. Each time that we offer and sell securities, we will provide a prospectus supplement to this prospectus that contains specific information about the securities being offered and sold and the specific terms of that offering. We may also authorize one or more free writing prospectuses to be provided to you that may contain material information relating to these offerings. The prospectus supplement or free writing prospectus may also add, update or change information contained in this prospectus with respect to that offering. If there is any inconsistency between the information in this prospectus and the applicable prospectus supplement or free writing prospectus, you should rely on the prospectus supplement or free writing prospectus, as applicable. Before purchasing any securities, you should carefully read both this prospectus and the applicable prospectus supplement (and any applicable free writing prospectuses), together with the additional information described under the heading “Where You Can Find More Information; Incorporation by Reference.” We have not authorized anyone to provide you with any information or to make any representations other than those contained in this prospectus, any applicable prospectus supplement or any free writing prospectuses prepared by or on behalf of us or to which we have referred you. We take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. We will not make an offer to sell these securities in any jurisdiction where the offer or sale is not permitted. You should assume that the information appearing in this prospectus and the applicable prospectus supplement to this prospectus is accurate only as of the date on its respective cover, that the information appearing in any applicable free writing prospectus is accurate only as of the date of that free writing prospectus, and that any information incorporated by reference is accurate only as of the date of the document incorporated by reference, unless we indicate otherwise. Our business, financial condition, results of operations and prospects may have changed since those dates. This prospectus incorporates by reference, and any prospectus supplement or free writing prospectus may contain and incorporate by reference, market data and industry statistics and forecasts that are based on independent industry publications and other publicly available information. Although we believe these sources are reliable, we do not guarantee the accuracy or completeness of this information and we have not independently verified this information. In addition, the market and industry data and forecasts that may be included or incorporated by reference in this prospectus, any prospectus supplement or any applicable free writing prospectus may involve estimates, assumptions and other risks and uncertainties and are subject to change based on various factors, including those discussed under the heading “Risk Factors” contained in this prospectus, the applicable prospectus supplement and any applicable free writing prospectus, and under similar headings in other documents that are incorporated by reference into this prospectus. Accordingly, investors should not place undue reliance on this information. When we refer to “Coherus,” “we,” “our,” “us” and the “Company” in this prospectus, we mean Coherus BioSciences, Inc. and its consolidated subsidiaries, unless otherwise specified. When we refer to “you,” we mean the potential holders of the applicable series of securities. Coherus BioSciences®, our logo and our other trade names, trademarks or service marks appearing in this prospectus are the property of Coherus. This prospectus and the documents incorporated by reference herein also include trademarks, tradenames and service marks that are the property of other organizations. Solely for convenience, our trademarks and tradenames referred to in this prospectus appear without the ® and ™ symbols, but those references are not intended to indicate, in any way, that we will not assert, to the fullest extent under applicable law, our rights or the right of the applicable licensor to these trademarks and tradenames.

Appears in 1 contract

Samples: www.codexis.com

INFORMATION INCORPORATED BY REFERENCE. The rules of the SEC allows allow us to incorporate by reference” reference in this prospectus supplement the information in other documents that we file with them it, which means that we can disclose important information to you by referring you to those documents instead of having to repeat that we have filed separately with the information in this prospectusSEC. The You should read the information incorporated by reference because it is considered to be an important part of this prospectus, and later information that we file with the SEC will automatically update and supersede this informationprospectus supplement. We hereby incorporate by reference the following information or documents listed below and any future information filed (rather than furnished) with the SEC under Sections 13(a), 13(c), 14, or 15(d) of the Exchange Act between the date of into this prospectus and the termination of this offering, provided, however, that we are not incorporating any information furnished under Item 2.02 or Item 7.01 of any current report on Form 8-Ksupplement: This prospectus and any accompanying prospectus supplement incorporate by reference the documents set forth below that have previously been filed with the SEC: • Our ● our Annual Report on Form 10-K for the year ended December 31, 20212020, filed with the SEC on February 23March 26, 2022. • The information specifically incorporated by reference into 2021; ● our Annual Quarterly Report on Form 10-K from our Definitive Proxy Statement on Schedule 14A, filed with the SEC on April 4, 2022. • Our Quarterly Reports on Form 10-Q for the quarter ended March 31, 20222021, filed with the SEC on May 517, 2022, for 2021; ● the quarter ended June 30, 2022, filed with the SEC on August 4, 2022, and for the quarter ended September 30, 2022, filed with the SEC on November 8, 2022. • Our Current Reports on Form 8-K filed with the SEC Commission on January 7March 26, 20222021, January 13June 3, 20222021, February 7June 22, 20222021 and July 2, April 12021; ● the description of our common stock as set forth in our registration statement filed on Form 8-A under the Exchange Act on May 8, 20221984, May 5as amended by: ● the description of our common stock as set forth in Exhibit 4.4 to the Annual Report on Form 10-K for the year ended December 31, 20222020, May 10filed on March 26, 2022, May 13, 2022, May 20, 2022, September 9, 2022, 2021; and September 15, 2022, and ● the description of our Series 1 Preferred as set forth in the Current Report on Form 8-K/A K filed with the Commission on October 6March 9, 20222020. • The description Any information in any of our Common Stock contained the foregoing documents will automatically be deemed to be modified or superseded to the extent that information in our registration statement on this prospectus or in a later filed document that is incorporated or deemed to be incorporated herein by reference modifies or replaces such information. We also incorporate by reference any future filings (other than current reports furnished under Item 2.02 or Item 7.01 of Form 8-A, K and exhibits filed on such form that are related to such items) made with the SEC on November 3, 2014, and any amendment or report filed with the SEC for the purpose of updating the description. All reports and other documents we subsequently file pursuant to Section Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended, which we refer to as the “Exchange Act” in this prospectus, prior to until the termination of the offering as to which this offering but excluding prospectus supplement relates. Information in such future filings updates and supplements the information provided in this prospectus supplement and the accompanying prospectus. Any statements in any such future filings will automatically be deemed to modify and supersede any information furnished to, rather than in any document we previously filed with, with the SEC, will also be SEC that is incorporated by reference into this prospectus and or deemed to be part of this prospectus from incorporated herein by reference to the date of extent that statements in the filing of later filed document modify or replace such reports and documentsearlier statements. You may request obtain a free copy of any of the documents incorporated by reference in this prospectus these filings, without charge, by writing or telephoning calling us at the following addressat: Coherus BioSciences, Cadiz Inc. 000 Xxxxx Xxxx Xxxxxxx XxxxxXxxxxx Xxxxx 0000 Los Angeles, Xxxxx 000 Xxxxxxx Xxxx, XX 00000 California 90071 Attention: Investor Relations (000) 000-0000 Exhibits to the filings will not be sent, however, unless those exhibits have specifically been incorporated by reference in this prospectus or any accompanying prospectus supplement. PROSPECTUS COHERUS BIOSCIENCES, $205,000,000 CADIz INC. $150,000,000 DEBT SECURITIES COMMON STOCK PREFERRED STOCK DEBT SECURITIES DEPOSITARY SHARES WARRANTS SUBSCRIPTION RIGHTS UNITS We By this prospectus and an accompanying prospectus supplement, we may offer and sell up to $150.0 million in the aggregate of the securities identified above from time to time offer and sell, in one or more offerings, up to $205,000,000 in any combination of debt securities, common stock, preferred stock, depositary shares, warrants, subscription rights and units. This prospectus provides you with a general description of the these securities. Each time we offer and sell securities, we We will provide a supplement you with more specific terms of these securities in one or more supplements to this prospectus. Any prospectus that contains specific information about the offering and the amounts, prices and terms of the securities. The supplement may also add, update update, or change information contained in this prospectus with respect to that offeringprospectus. You should carefully read this prospectus and the applicable prospectus supplement or issuer free writing prospectus relating to a particular offering, as well as the documents incorporated or deemed to be incorporated by reference in this prospectus, carefully before you invest invest. We may offer these securities from time to time in any amounts, at prices and on other terms to be determined at the time of our securitiesthe offering. We may offer and sell the these securities described in this prospectus and any prospectus supplement to or through one or more underwriters, dealers and or agents, or directly to purchasersinvestors, or through a combination of these methods, on a continuous or delayed basis. If any underwriters, dealers or agents are involved in The supplements to this prospectus will provide the sale of any specific terms of the securities, their names and any applicable purchase price, fee, commission or discount arrangement between or among them will be set forth, or will be calculable from the information set forth, in the applicable prospectus supplementplan of distribution. See the sections of this prospectus entitled “About this Prospectus” and “Plan of Distribution” beginning of pages 1 and 20, respectively, for more information. No securities may be sold without delivery of this prospectus and the applicable prospectus supplement describing the method and terms of the offering of such securities. INVESTING IN OUR SECURITIES INVOLVES RISKS. SEE THE “RISK FACTORS” ON PAGE 6 OF THIS PROSPECTUS AND ANY SIMILAR SECTION CONTAINED IN THE APPLICABLE PROSPECTUS SUPPLEMENT CONCERNING FACTORS YOU SHOULD CONSIDER BEFORE INVESTING IN OUR SECURITIESThe price to the public of such securities and the net proceeds we expect to receive from such sale will also be set forth in the applicable prospectus supplement. Our common stock is listed on the Nasdaq Global Market under the symbol “CHRS.” CDZI”. On November 16June 15, 20222021, the last reported sale closing price of our common stock on as reported by the Nasdaq Global Market was $7.35 13.17 per share. Neither We will provide information in any applicable prospectus supplement regarding the Securities and Exchange Commission nor listing of securities other than shares of our common stock on any state securities commission has approved or disapproved of exchange. Investing in these securities or passed upon the adequacy or accuracy of this prospectusinvolves certain risks. Any representation to the contrary is a criminal offense. The date See “Risk Factors” beginning on page 4 of this prospectus is November 17and any similar section contained in the applicable prospectus supplement and any related free writing prospectus concerning factors you should consider before investing in our securities. NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE ADEQUACY OR ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. Prospectus dated June 25, 2022. 2021 TABLE OF CONTENTS ABOUT THIS PROSPECTUS 1 WHERE YOU CAN FIND MORE INFORMATION; INCORPORATION BY REFERENCE THE COMPANY 3 CAUTIONARY SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS 2 Corporate Information 3 About Cadiz 3 USE OF PROCEEDS 5 RISK FACTORS 6 THE COMPANY 4 General 5 DESCRIPTION OF DEBT SECURITIES 5 Consolidation, Merger or Sale 7 Conversion or Exchange Rights 7 Modifications of Indenture; Waiver 8 Events of Default under the Indenture 7 Form, Exchange and Transfer 9 Discharge 9 Payment and Paying Agents 10 Information Concerning the Trustee 10 Subordination of Subordinated Debt Securities 10 Governing Law 10 General 11 DESCRIPTION OF CAPITAL STOCK 8 USE OF PROCEEDS 7 11 Series 1 Preferred Stock 11 Common Stock 11 Indemnification of Directors and Officers 14 Future Class or Series of Preferred Stock 13 Anti-Takeover Effects of Delaware Law and Certain Provisions of our Charter Documents 14 Exchange Listing 14 General 16 DESCRIPTION OF OTHER SECURITIES DEPOSITARY SHARES 16 Withdrawal of Preferred Stock 17 Dividends and Other Distributions 16 Voting Deposited Preferred Stock 17 Redemption, Conversion and Exchange of Preferred Stock 17 Charges of Preferred Stock Depositary; Taxes and Other Governmental Charges 18 Amendment and Termination of the Deposit Agreement 18 Miscellaneous 18 Resignation and Removal of Depositary 18 Exercise of Warrants 19 DESCRIPTION OF DEBT SECURITIES 11 WARRANTS 19 DESCRIPTION OF UNITS 20 DESCRIPTION OF WARRANTS 19 SUBSCRIPTION RIGHTS 20 General 21 PLAN OF DISTRIBUTION 25 GLOBAL SECURITIES 20 Dealers 22 Underwriters and Agents 21 Institutional Purchasers 22 Direct Sales 22 Market-Making, Stabilization and Other Transactions 23 Indemnification; Other Relationships 22 EXPERTS 23 LEGAL MATTERS 27 EXPERTS 27 ABOUT THIS PROSPECTUS 23 INFORMATION INCORPORATED BY REFERENCE 24 WHERE YOU CAN FIND MORE INFORMATION 23 This prospectus is part of a registration statement that we filed with the U.S. Securities and Exchange Commission, or the “Commission” or the “SEC, ,” using a the “shelf” registration process. By using a Under the shelf registration statementprocess, using this prospectus, together with a prospectus supplement, we may sell securities from time to time and any combination of the securities described in this prospectus in one or more offerings up to offerings. This prospectus provides you with a total dollar amount general description of $150.0 million as described in this prospectusthe securities that may be offered. Each time that we offer and sell securitiessecurities pursuant to this prospectus, we will provide a prospectus supplement to this prospectus that contains will contain specific information about the terms of the securities being offered and sold and the specific terms offered. A prospectus supplement may include a discussion of that offering. We may also authorize one any risk factors or more free writing prospectuses other special considerations applicable to be provided those securities or to you that may contain material information relating to these offeringsus. The prospectus supplement or free writing prospectus may also addadd to, update or change information contained in this prospectus with respect and, accordingly, to that offering. If there is any inconsistency between the extent inconsistent, the information in this prospectus and will be superseded by the information in the prospectus supplement. You should read this prospectus, any applicable prospectus supplement or and any related issuer free writing prospectus, as well as the additional information incorporated by reference in this prospectus described below under “Where You Can Find More Information” and “Information Incorporated by Reference” or in any applicable prospectus supplement and any related issuer free writing prospectus, before making an investment in our securities. This prospectus contains summaries of certain provisions contained in some of the documents described herein, but reference is made to the actual documents for complete information. All of the summaries are qualified in their entirety by the actual documents. Copies of the documents referred to herein have been filed, or will be filed or incorporated by reference as exhibits to the registration statement of which this prospectus is a part, and you should rely on may obtain copies of those documents as described below under “Where You Can Find More Information.” Neither the delivery of this prospectus, any accompanying prospectus supplement or any free writing prospectus prepared by us, nor any sale made under this prospectus, any accompanying prospectus supplement or any free writing prospectus prepared by us, implies that there has been no change in our affairs or that the information therein is correct as of any date after the date of this prospectus or of such prospectus supplement or free writing prospectus, as applicable. Before purchasing any securities, you You should carefully read both this prospectus and not assume that the applicable prospectus supplement (and any applicable free writing prospectuses), together with the additional information described under the heading “Where You Can Find More Information; Incorporation by Reference.” We have not authorized anyone to provide you with any information or to make any representations other than those contained in this prospectus, including any applicable information incorporated in this prospectus by reference, the accompanying prospectus supplement or any free writing prospectuses prospectus prepared by us, is accurate as of any date other than the date on the front of those documents. Our business, financial condition, results of operations and prospects may have changed since that date. You may rely only on the information contained or incorporated by reference in this prospectus. Neither we nor any other person has authorized anyone to provide any information other than that contained or incorporated by reference in this prospectus, any accompanying prospectus supplement or in any free writing prospectus prepared by or on behalf of us or to which we have referred you. We take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. We will not make Neither this prospectus nor any accompanying prospectus supplement nor any free writing prospectus prepared by or on behalf of us or to which we have referred you constitutes an offer to sell these nor a solicitation of an offer to buy any securities in any jurisdiction other than those registered by this prospectus, or an offer to sell or a solicitation of an offer to buy securities where the an offer or sale is not permitted. You should assume that the information appearing in this prospectus and the applicable prospectus supplement to this prospectus is accurate only as of the date on its respective cover, that the information appearing in any applicable free writing prospectus is accurate only as of the date of that free writing prospectus, and that any information incorporated by reference is accurate only as of the date of the document incorporated by reference, unless we indicate otherwise. Our business, financial condition, results of operations and prospects may have changed since those datessolicitation would be unlawful. This prospectus incorporates by referencedoes not contain all of the information included in the registration statement. For a more complete understanding of the offering of the securities, and any prospectus supplement or free writing prospectus may contain and incorporate by referenceyou should refer to the registration statement, market data and industry statistics and forecasts that are based on independent industry publications and other publicly available informationincluding its exhibits. Although we believe these sources are reliable, we do not guarantee Unless the accuracy or completeness of this information and we have not independently verified this information. In additioncontext otherwise requires, the market and industry data and forecasts that may be included or incorporated by reference in this prospectus, any prospectus supplement or any applicable free writing prospectus may involve estimates, assumptions and other risks and uncertainties and are subject to change based on various factors, including those discussed under the heading terms Risk Factors” contained in this prospectus, the applicable prospectus supplement and any applicable free writing prospectus, and under similar headings in other documents that are incorporated by reference into this prospectus. Accordingly, investors should not place undue reliance on this information. When we refer to “Coheruswe,” “weus,” “our,” “usCadiz,” and the Company” in this prospectus, we mean Coherus BioSciences, Inc. and its consolidated subsidiaries, unless otherwise specified. When we refer to “you,” we mean the potential holders of the applicable series of securities. Coherus BioSciences®Cadiz Inc., our logo and our other trade names, trademarks or service marks appearing in this prospectus are the property of Coherus. This prospectus and the documents incorporated by reference herein also include trademarks, tradenames and service marks that are the property of other organizations. Solely for convenience, our trademarks and tradenames referred to in this prospectus appear without the ® and ™ symbols, but those references are not intended to indicate, in any way, that we will not assert, to the fullest extent under applicable law, our rights or the right of the applicable licensor to these trademarks and tradenamesa Delaware corporation.

Appears in 1 contract

Samples: otp.tools.investis.com

INFORMATION INCORPORATED BY REFERENCE. The SEC allows us to incorporate by reference” reference the information we file with them it, which means that we can disclose important information to you by referring you to those documents instead of having to repeat another document that we have filed separately with the information in this prospectusSEC. The information incorporated by reference is considered deemed to be part of this prospectus, and later subsequent information that we file with the SEC will automatically update and supersede that information. You should read the information incorporated by reference because it is an important part of this informationprospectus. Any statement contained in a previously filed document incorporated by reference will be deemed to be modified or superseded for purposes of this prospectus to the extent that a statement contained in this prospectus modifies or replaces that statement. We incorporate by reference the following information or documents listed below and any future information that we have filed (rather than furnished) with the SEC under Sections 13(a), 13(c), 14, or 15(d) (excluding those portions of the Exchange Act between the date of this prospectus and the termination of this offering, provided, however, any Form 8-K that we are not incorporating any information furnished under Item 2.02 or Item 7.01 deemed “filed” pursuant to the General Instructions of any current report on Form 8-K: This prospectus and any accompanying prospectus supplement incorporate by reference the documents set forth below that have previously been filed with the SEC: ): Our our Annual Report on Form 10-K for the year ended December 31, 2021, 2021 filed with the SEC on February 23March 1, 2022. ; and The information specifically incorporated by reference into our Annual Report on Form 10-K from our Definitive Proxy Statement on Schedule 14A, filed with the SEC on April 4, 2022. • Our Quarterly Reports on Form 10-Q for the quarter ended March 31, 2022, filed with the SEC on May 5, 2022, for the quarter ended June 30, 2022, filed with the SEC on August 4, 2022, and for the quarter ended September 30, 2022, filed with the SEC on November 8, 2022. • Our Current Reports on Form 8-K filed with the SEC on January 712, 2022, January 13, 2022, February 7, 2022, April 1, 2022, May 5, 2022, May 10, 2022, May 13, 2022, May 20, 2022, September 9, 20222022 (excluding information furnished thereunder), and September February 15, 2022, and our Current Report on Form 8-K/A filed on October 6, 2022. • The description of our Common Stock contained in our registration statement on Form 8-A, filed with the SEC on November 3, 2014, and any amendment or report filed with the SEC for the purpose of updating the description2022 (excluding information furnished thereunder). All reports and other documents we subsequently file pursuant to Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act after the date of 1934, as amended, which we refer to as the “Exchange Act” in this prospectus, prospectus and prior to the termination of the offering of our securities to which this offering but excluding any information furnished to, rather than filed with, the SEC, prospectus relates will also automatically be deemed to be incorporated by reference into this prospectus and deemed to be part of this prospectus from the date of the filing of such reports and documents. You may request a free copy of any of the documents incorporated by reference in this prospectus by writing or telephoning us at the following address: Coherus BioSciences, Inc. 000 Xxxx Xxxxxxx Xxxxx, Xxxxx 000 Xxxxxxx Xxxx, XX 00000 (000) 000-0000 Exhibits to the filings will not be sentWe are not, however, unless those exhibits have specifically been incorporated incorporating by reference any documents or portions thereof that are not deemed “filed” with the SEC, including any information furnished pursuant to Item 2.02 or Item 7.01 of Form 8-K (and any related exhibits furnished with such furnished information). Any statements in this prospectus any such future filings will automatically be deemed to modify and supersede any information in any document we previously filed with the SEC that is incorporated or any accompanying prospectus supplement. PROSPECTUS COHERUS BIOSCIENCES, INC. $150,000,000 COMMON STOCK PREFERRED STOCK DEBT SECURITIES WARRANTS UNITS We may offer and sell up deemed to $150.0 million be incorporated herein by reference to the extent that statements in the aggregate of the securities identified above from time later filed document modify or replace such earlier statements. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to time in one or more offerings. This prospectus provides you with constitute a general description of the securities. Each time we offer and sell securities, we will provide a supplement to this prospectus that contains specific information about the offering and the amounts, prices and terms of the securities. The supplement may also add, update or change information contained in this prospectus with respect to that offering. You should carefully read this prospectus and the applicable prospectus supplement before you invest in any of our securities. We may offer and sell the securities described in this prospectus and any prospectus supplement to or through one or more underwriters, dealers and agents, or directly to purchasers, or through a combination of these methods. If any underwriters, dealers or agents are involved in the sale of any of the securities, their names and any applicable purchase price, fee, commission or discount arrangement between or among them will be set forth, or will be calculable from the information set forth, in the applicable prospectus supplement. See the sections of this prospectus entitled “About this Prospectus” and “Plan of Distribution” for more information. No securities may be sold without delivery of this prospectus and the applicable prospectus supplement describing the method and terms of the offering of such securities. INVESTING IN OUR SECURITIES INVOLVES RISKS. SEE THE “RISK FACTORS” ON PAGE 6 OF THIS PROSPECTUS AND ANY SIMILAR SECTION CONTAINED IN THE APPLICABLE PROSPECTUS SUPPLEMENT CONCERNING FACTORS YOU SHOULD CONSIDER BEFORE INVESTING IN OUR SECURITIES. Our common stock is listed on the Nasdaq Global Market under the symbol “CHRS.” On November 16, 2022, the last reported sale price of our common stock on the Nasdaq Global Market was $7.35 per share. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy part of this prospectus. Any representation We will provide without charge to the contrary is a criminal offense. The date of each person, including any beneficial owner, to whom this prospectus is November 17delivered, 2022. TABLE OF CONTENTS ABOUT THIS PROSPECTUS 1 WHERE YOU CAN FIND MORE INFORMATION; INCORPORATION BY REFERENCE 3 CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS 2 RISK FACTORS 6 THE COMPANY 5 DESCRIPTION OF CAPITAL STOCK 8 USE OF PROCEEDS 7 DESCRIPTION OF OTHER SECURITIES 18 DESCRIPTION OF DEBT SECURITIES 11 DESCRIPTION OF UNITS 20 DESCRIPTION OF WARRANTS 19 PLAN OF DISTRIBUTION 25 GLOBAL SECURITIES 21 LEGAL MATTERS 27 EXPERTS 27 ABOUT THIS PROSPECTUS This prospectus is part upon written or oral request, a copy of a registration statement that we filed with the U.S. Securities and Exchange Commission, any or the SEC, using a “shelf” registration process. By using a shelf registration statement, we may sell securities from time to time and in one or more offerings up to a total dollar amount of $150.0 million as described in this prospectus. Each time that we offer and sell securities, we will provide a prospectus supplement to this prospectus that contains specific information about the securities being offered and sold and the specific terms of that offering. We may also authorize one or more free writing prospectuses to be provided to you that may contain material information relating to these offerings. The prospectus supplement or free writing prospectus may also add, update or change information contained in this prospectus with respect to that offering. If there is any inconsistency between the information in this prospectus and the applicable prospectus supplement or free writing prospectus, you should rely on the prospectus supplement or free writing prospectus, as applicable. Before purchasing any securities, you should carefully read both this prospectus and the applicable prospectus supplement (and any applicable free writing prospectuses), together with the additional information described under the heading “Where You Can Find More Information; Incorporation by Reference.” We have not authorized anyone to provide you with any information or to make any representations other than those contained in this prospectus, any applicable prospectus supplement or any free writing prospectuses prepared by or on behalf of us or to which we have referred you. We take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. We will not make an offer to sell these securities in any jurisdiction where the offer or sale is not permitted. You should assume that the information appearing in this prospectus and the applicable prospectus supplement to this prospectus is accurate only as of the date on its respective cover, that the information appearing in any applicable free writing prospectus is accurate only as of the date of that free writing prospectus, and that any information incorporated by reference is accurate only as of the date of the document incorporated by reference, unless we indicate otherwise. Our business, financial condition, results of operations and prospects may have changed since those dates. This prospectus incorporates by reference, and any prospectus supplement or free writing prospectus may contain and incorporate by reference, market data and industry statistics and forecasts that are based on independent industry publications and other publicly available information. Although we believe these sources are reliable, we do not guarantee the accuracy or completeness of this information and we have not independently verified this information. In addition, the market and industry data and forecasts that may be included or incorporated by reference in this prospectus, any prospectus supplement or any applicable free writing prospectus may involve estimates, assumptions and other risks and uncertainties and are subject to change based on various factors, including those discussed under the heading “Risk Factors” contained in this prospectus, the applicable prospectus supplement and any applicable free writing prospectus, and under similar headings in other all documents that are incorporated by reference into this prospectus. Accordingly, investors should but not place undue reliance on this information. When we refer to “Coherus,” “we,” “our,” “us” and delivered with the “Company” in this prospectus, we mean Coherus BioSciences, Inc. and its consolidated subsidiaries, other than exhibits to such documents unless otherwise specified. When we refer to “you,” we mean the potential holders of the applicable series of securities. Coherus BioSciences®, our logo and our other trade names, trademarks or service marks appearing in this prospectus such exhibits are the property of Coherus. This prospectus and the documents specifically incorporated by reference herein also include trademarks, tradenames and service marks into the documents that are the property of other organizations. Solely for convenience, our trademarks and tradenames referred to in this prospectus appear without the ® and ™ symbolsincorporates. You should direct written requests to: ImmunityBio, but those references are not intended Inc., 0000 Xxxx Xxxxxxx Court, San Diego, California 92121, Attention: Investor Relations, or you may call us at (858) 000- 0000. Up to indicate, in any way, that we will not assert, to the fullest extent under applicable law, our rights or the right of the applicable licensor to these trademarks and tradenames.$330,795,982 Common Stock PROSPECTUS SUPPLEMENT Xxxxxxxxx

Appears in 1 contract

Samples: Nominating Agreement

INFORMATION INCORPORATED BY REFERENCE. The SEC allows us to incorporate by reference” reference the information we file with them it, which means that we can disclose important information to you by referring you to those documents instead of having to repeat another document that we have filed separately with the information in this prospectusSEC. The information incorporated by reference is considered deemed to be part of this prospectusprospectus supplement, and later subsequent information that we file with the SEC will automatically update and supersede that information. You should read the information incorporated by reference because it is an important part of this informationprospectus supplement. Any statement contained in a previously filed document incorporated by reference will be deemed to be modified or superseded for purposes of this prospectus supplement to the extent that a statement contained in this prospectus supplement modifies or replaces that statement. We incorporate by reference the following information or documents listed below and any future information that we have filed (rather than furnished) with the SEC under Sections 13(a), 13(c), 14, or 15(d) (excluding those portions of the Exchange Act between the date of this prospectus and the termination of this offering, provided, however, any Form 8-K that we are not incorporating any information furnished under Item 2.02 or Item 7.01 deemed “filed” pursuant to the General Instructions of any current report on Form 8-K: This prospectus and any accompanying prospectus supplement incorporate by reference ): • our Annual Report on Form 10-K for the documents set forth below that have previously been year ended December 31, 2021 filed with the SEC: SEC on March 1, 2022; Our the information specifically incorporated by reference in our Annual Report on Form 10-K for the year ended December 31, 2021, from our definitive proxy statement relating to our 2022 annual meeting of stockholders, filed with the SEC on April 29, 2022; • the description of our common stock contained in Exhibit 4.7 to our Annual Report on Form 10-K for the year ended December 31, 2021, filed with the SEC on February 23March 1, 2022. , including any amendment or report filed for the purpose of updating such description; The information specifically incorporated by reference into our Annual Quarterly Report on Form 10-K from our Definitive Proxy Statement on Schedule 14A, filed with the SEC on April 4, 2022. • Our Quarterly Reports on Form 10-Q for the quarter three months ended March 31, 2022, 2022 filed with the SEC on May 510, 2022, for the quarter ended June 30, 2022, filed with the SEC on August 4, 2022, ; and for the quarter ended September 30, 2022, filed with the SEC on November 8, 2022. Our our Current Reports on Form 8-K filed with the SEC on January 712, 2022, January 13, 20222022 (excluding information furnished thereunder), February 715, 2022, April 1, 2022, May 5, 2022, May 10, 2022, May 13, 2022, May 20, 2022, September 9, 20222022 (excluding information furnished thereunder), and September 15, 2022, and our Current Report on Form 8-K/A filed on October 6March 25, 2022. • The description of our Common Stock contained in our registration statement on Form 8-A, filed We also incorporate by reference into this prospectus supplement additional documents that we may file with the SEC on November 3, 2014, and any amendment or report filed with the SEC for the purpose of updating the description. All reports and other documents we subsequently file pursuant to Section under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended, which we refer to as the “Exchange Act” in this prospectus, prior to the completion or termination of this offering the offering, but excluding any information deemed furnished to, rather than and not filed with, with the SEC, will also be . Any statements contained in a previously filed document incorporated by reference into this prospectus and supplement is deemed to be part modified or superseded for purposes of this prospectus from supplement to the date of the filing of such reports and documentsextent that a statement contained in this prospectus supplement, or in a subsequently filed document also incorporated by reference herein, modifies or supersedes that statement. You This prospectus supplement may request a free copy of any contain information that updates, modifies or is contrary to information in one or more of the documents incorporated by reference in this prospectus supplement. You should rely only on the information incorporated by writing reference or telephoning us at provided in this prospectus supplement. We have not authorized anyone else to provide you with different information. You should not assume that the following address: Coherus BioSciences, Inc. 000 Xxxx Xxxxxxx Xxxxx, Xxxxx 000 Xxxxxxx Xxxx, XX 00000 (000) 000-0000 Exhibits to information in this prospectus supplement is accurate as of any date other than the filings will not be sent, however, unless those exhibits have specifically been date of this prospectus supplement or the date of the documents incorporated by reference in this prospectus supplement. We will provide to each person, including any beneficial owner, to whom this prospectus supplement is delivered, upon written or oral request, at no cost to the requester, a copy of any accompanying and all of the information that is incorporated by reference in this prospectus supplement, but not delivered with the prospectus supplement, other than exhibits to such documents unless such exhibits are specifically incorporated by reference into the documents that this prospectus supplement incorporates. Requests for such documents should be directed to: ImmunityBio, Inc. Attn: Investor Relations 0000 Xxxx Xxxxxxx Court San Diego, CA 92121 (858) 633-0300 You may also access the documents incorporated by reference in this prospectus supplement through our website at xxxxx://xxx.xxxxxxxxxxx.xxx. Except for the specific incorporated documents listed above, no information available on or through our website shall be deemed to be incorporated in this prospectus supplement or the registration statement of which it forms a part. Inclusion of our website address in this prospectus supplement is an inactive textual reference only. PROSPECTUS COHERUS BIOSCIENCESImmunityBio, INC. $150,000,000 COMMON STOCK PREFERRED STOCK DEBT SECURITIES WARRANTS UNITS We Inc. ImmunityBio, Inc. may offer and sell up to $150.0 million in the aggregate of the securities identified above offer, from time to time, • Common stock • Preferred stock • Debt securities • Warrants • Units We may from time to time, in one or more offerings, offer and sell common stock, preferred stock, debt securities, warrants to purchase common stock, preferred stock or debt securities, or any combination of the foregoing, either individually or as units comprised of one or more of the other securities. This prospectus provides you with a general description of the securitiessecurities we may offer. Each time we offer This prospectus may not be used to sell securities unless accompanied by a prospectus supplement, which will describe the method and sell securities, we the terms of the offering. We will provide a supplement to this prospectus that contains you with the specific information about the offering and the amountsamount, prices price and terms of the securitiesapplicable offered securities in one or more supplements to this prospectus. The We may also authorize one or more free writing prospectuses to be provided to you in connection with these offerings. A prospectus supplement and any free writing prospectus may also add, update or change information contained in this prospectus with respect to that offering. You should read this prospectus, the information and documents incorporated, or deemed to be incorporated, by reference in this prospectus, and any applicable prospectus supplement and any related free writing prospectus carefully before you purchase any of our securities offered hereby. Our common stock is listed on the Nasdaq Global Select Market under the symbol “IBRX.” On February 24, 2022, the last reported sale price on the Nasdaq Global Select Market was $7.04 per share. There is currently no market for the other securities we may offer. Investing in our securities involves risks. Please carefully read the information under the headings “Risk Factors” beginning on page 6 of this prospectus and in any similar section contained in or incorporated by reference herein, including, without limitation, our Annual Report on Form 10-K filed with the SEC on March 1, 2022, or in the applicable prospectus supplement before you invest in any of our securities. We NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. These securities may offer be offered and sell the securities described in this prospectus and any prospectus supplement sold to or through one or more underwriters, dealers and agents, or directly to purchasers, or through a combination of these methods. If any underwriters, dealers dealers, or agents are involved in the sale of any of used to sell the securities, we will name them and describe their names and any applicable purchase price, fee, commission or discount arrangement between or among them will be set forth, or will be calculable from the information set forth, compensation in the applicable a prospectus supplement. See the sections of this prospectus entitled “About this Prospectus” and “Plan of Distribution” for more information. No securities may be sold without delivery of this prospectus and the applicable prospectus supplement describing the method and terms of the offering of such securities. INVESTING IN OUR SECURITIES INVOLVES RISKS. SEE THE “RISK FACTORS” ON PAGE 6 OF THIS PROSPECTUS AND ANY SIMILAR SECTION CONTAINED IN THE APPLICABLE PROSPECTUS SUPPLEMENT CONCERNING FACTORS YOU SHOULD CONSIDER BEFORE INVESTING IN OUR SECURITIES. Our common stock is listed on the Nasdaq Global Market under the symbol “CHRS.” On November 16, 2022, the last reported sale price of our common stock on the Nasdaq Global Market was $7.35 per share. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense. The date of this prospectus is November 17May 18, 2022. TABLE OF CONTENTS ABOUT THIS PROSPECTUS Page Prospectus About This Prospectus 1 WHERE YOU CAN FIND MORE INFORMATION; INCORPORATION BY REFERENCE 3 CAUTIONARY NOTE REGARDING FORWARDProspectus Summary 2 Risk Factors 6 Forward-LOOKING STATEMENTS 2 RISK FACTORS Looking Statements 6 THE COMPANY 5 DESCRIPTION OF CAPITAL STOCK Use of Proceeds 7 Dividend Policy 7 Description of Our Capital Stock 8 USE OF PROCEEDS 7 DESCRIPTION OF OTHER SECURITIES 18 DESCRIPTION OF DEBT SECURITIES 11 DESCRIPTION OF UNITS Description of the Debt Securities 12 Description of the Warrants 20 DESCRIPTION OF WARRANTS 19 PLAN OF DISTRIBUTION 25 GLOBAL SECURITIES Plan of Distribution 21 LEGAL MATTERS 27 EXPERTS 27 Legal Matters 23 Experts 23 Where You Can Find More Information 23 Information Incorporated by Reference 24 ABOUT THIS PROSPECTUS This prospectus is part of a registration statement on Form S-3 that we filed with the U.S. Securities and Exchange Commission, or the SEC, using a “shelf” registration process. By using a Under this shelf registration statementprocess, we may sell securities may, from time to time and time, offer or sell any combination of the securities described in this prospectus in one or more offerings up to offerings. This prospectus provides you with a total dollar amount general description of $150.0 million as described in this prospectusthe securities we may offer. Each time that we offer and sell securities, we will provide a prospectus supplement to this prospectus that contains will contain specific information about the securities being offered and sold and the specific terms of that offering. We may also authorize one or more free writing prospectuses to be provided to you that may contain material information relating to these offerings. The prospectus supplement or any related free writing prospectus may also addadd to, update or change information contained in this prospectus with respect and, accordingly, to that offering. If there is any inconsistency between the extent inconsistent, information in this prospectus and is superseded by the applicable information in the prospectus supplement. Each prospectus supplement or free writing prospectuswill provide the amount, price, terms and plan of distribution relating to the securities to be sold pursuant to such prospectus supplement. For additional information on the methods of sale, you should rely on refer to the prospectus supplement or free writing section entitled “Plan of Distribution” in this prospectus, as applicable. Before purchasing any securities, you should carefully read both this prospectus and the applicable prospectus supplement (and any applicable free writing prospectuses), together with the additional information described under the heading “Where You Can Find More Information; Incorporation by Reference.” We have not No person has been authorized anyone to provide you with give any information or to make any representations in connection with this offering other than those contained or incorporated by reference in this prospectus, any applicable accompanying prospectus supplement or and any related issuer free writing prospectuses prepared by or on behalf of us or to which we have referred youprospectus in connection with the offering described herein and therein. We and any agent, underwriter or dealer take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. We will not make Neither this prospectus nor any prospectus supplement nor any related issuer free writing prospectus shall constitute an offer to sell these or a solicitation of an offer to buy offered securities in any jurisdiction where in which it is unlawful for such person to make such an offering or solicitation. This prospectus does not contain all of the offer information included in the registration statement. For a more complete understanding of the offering of the securities, you should refer to the registration statement, including its exhibits. Statements contained in this prospectus about the provisions or contents of any agreement or other document are not necessarily complete. If the SEC’s rules and regulations require that an agreement or document be filed as an exhibit to the registration statement, please see that agreement or document for a complete description of these matters. You should read the entire prospectus and any prospectus supplement and any related issuer free writing prospectus, as well as the documents incorporated by reference into this prospectus or any prospectus supplement or any related issuer free writing prospectus, before making an investment decision. You should also read and carefully consider the information in the documents we have referred you to in “Where You Can Find More Information” and “Incorporation of Certain Information by Reference.” Neither the delivery of this prospectus or any prospectus supplement or any issuer free writing prospectus nor any sale made hereunder shall under any circumstances imply that the information contained or incorporated by reference herein or in any prospectus supplement or issuer free writing prospectus is not permittedcorrect as of any date subsequent to the date hereof or of such prospectus supplement or issuer free writing prospectus, as applicable. You should assume that the information appearing in this prospectus and the applicable prospectus, any prospectus supplement to this prospectus is accurate only as of the date on its respective cover, that the information appearing in or any applicable free writing prospectus is accurate only as of the date of that free writing prospectus, and that any information document incorporated by reference is accurate only as of the date of the document incorporated by referenceapplicable documents, unless we indicate otherwiseregardless of the time of delivery of this prospectus or any sale of securities. Our business, financial condition, results of operations and prospects may have changed since those dates. This prospectus incorporates by reference, and any prospectus supplement or free writing prospectus may contain and incorporate by reference, market data and industry statistics and forecasts that are based on independent industry publications and other publicly available information. Although we believe these sources are reliable, we do not guarantee the accuracy or completeness of this information and we have not independently verified this information. In addition, the market and industry data and forecasts that may be included or incorporated by reference in this prospectus, any prospectus supplement or any applicable free writing prospectus may involve estimates, assumptions and other risks and uncertainties and are subject to change based on various factors, including those discussed under the heading “Risk Factors” contained in this prospectus, the applicable prospectus supplement and any applicable free writing prospectus, and under similar headings in other documents that are incorporated by reference into this prospectus. Accordingly, investors should not place undue reliance on this information. When we refer to “Coherus,” “we,” “our,” “us” and the “Company” in this prospectus, we mean Coherus BioSciences, Inc. and its consolidated subsidiaries, unless otherwise specified. When we refer to “you,” we mean the potential holders of the applicable series of securities. Coherus BioSciences®, our logo and our other trade names, trademarks or service marks appearing in this prospectus are the property of Coherus. This prospectus and the documents incorporated by reference herein also include trademarks, tradenames and service marks that are the property of other organizations. Solely for convenience, our trademarks and tradenames referred to in this prospectus appear without the ® and ™ symbols, but those references are not intended to indicate, in any way, that we will not assert, to the fullest extent under applicable law, our rights or the right of the applicable licensor to these trademarks and tradenamesdate.

Appears in 1 contract

Samples: Nominating Agreement

INFORMATION INCORPORATED BY REFERENCE. We file annual, quarterly and other reports, proxy statements and other information with the SEC. The SEC allows us to incorporate by reference” reference the information we file with them them, which means that we can disclose important information to you by referring you to those documents instead of having to repeat the information in this prospectusdocuments. The information incorporated by reference is considered to be part of this prospectusprospectus supplement, and later information that we file filed with the SEC will automatically update and supersede this information. We incorporate by reference the documents listed below and any future information that we have previously filed (rather than furnished) with the SEC under Sections 13(a)SEC, 13(c), 14, or 15(d) of the Exchange Act between the date of this prospectus and the termination of this offering, provided, however, except that we are not incorporating any information furnished under Item 2.02 or Item 7.01 of any current report our Current Reports on Form 8-K: This prospectus K or any other filing where we indicate that such information is being furnished and any accompanying prospectus supplement incorporate not filed under the Exchange Act, is not deemed to be filed and not incorporated by reference the documents set forth below that have previously been filed with the SECherein: • Our ● our Annual Report on Form 10-K for the year ended December 31, 2021, 2020 as filed with the SEC on February 2311, 2022. • The information specifically incorporated by reference into 2021; ● our Annual Report on Form 10-K from our Definitive Proxy Statement on Schedule 14A, filed with the SEC on April 4, 2022. • Our Quarterly Reports on Form 10-Q for the quarter ended March 31, 2022, filed with the SEC on May 5, 2022, for the quarter ended June 30, 2022, filed with the SEC on August 4, 2022, and for the quarter ended September 30, 2022, filed with the SEC on November 8, 2022. • Our Current Reports on Form 8-K as filed with the SEC on January 714, 20222021, January 1319, 20222021, February 7, 2022, April 1, 2022, May 5, 2022, May 10, 2022, May 13, 2022, May January 20, 2022, September 9, 20222021, and September 15January 22, 2022, 2021; and our Current Report on Form 8-K/A filed on October 6, 2022. • The ● the description of our Common Stock common stock contained in our the registration statement on Form 8-A, A as filed with the SEC on November 3February 28, 2014, and any amendment or report filed 2005. We also incorporate by reference into this prospectus supplement additional documents that we may file with the SEC for the purpose of updating the description. All reports and other documents we subsequently file pursuant to Section under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended, which we refer to as the “Exchange Act” in this prospectus, prior to the completion or termination of this offering the offering, including all such documents we may file with the SEC after the date of the initial registration statement and prior to the effectiveness of the registration statement, but excluding any information deemed furnished to, rather than and not filed with, with the SEC, will also be . Any statements contained in a previously filed document incorporated by reference into this prospectus and supplement is deemed to be part modified or superseded for purposes of this prospectus from supplement to the date of the filing of such reports and documentsextent that a statement contained in this prospectus supplement, or in a subsequently filed document also incorporated by reference herein, modifies or supersedes that statement. You 12 This prospectus may request a free copy of any contain information that updates, modifies or is contrary to information in one or more of the documents incorporated by reference in this prospectus. You should rely only on the information incorporated by reference or provided in this prospectus. We have not authorized anyone else to provide you with different information. You should not assume that the information in this prospectus is accurate as of any date other than the date of this prospectus or the date of the documents incorporated by reference in this prospectus. We will provide to each person, including any beneficial owner, to whom this prospectus is delivered, upon written or oral request, at no cost to the requester, a copy of any and all of the information that is incorporated by reference in this prospectus. We will provide to each person, including any beneficial owner, to whom this prospectus supplement is delivered, upon written or oral request, at no cost to the requester, a copy of any and all of the information that is incorporated by reference in this prospectus supplement. You may request a copy of these filings, at no cost to you, by telephoning us at (000) 000-0000 or by writing or telephoning us at the following address: Coherus BioSciencesInuvo, Inc. 000 Xxxx Xxxxxxxxx Xxxxxxx Xxxxx, Xxxxxxxxx Xxxxx 000 Xxxxxxx XxxxLittle Rock, XX 00000 (000) 000-0000 Exhibits to Arkansas 72201 Attention: Investor Relations You may also access the filings will not be sent, however, unless those exhibits have specifically been documents incorporated by reference in this prospectus supplement on the SEC’s website xxxxx.xxx.xxx or any accompanying prospectus supplement. PROSPECTUS COHERUS BIOSCIENCES, INC. $150,000,000 COMMON STOCK PREFERRED STOCK DEBT SECURITIES WARRANTS UNITS We may offer and sell up to $150.0 million in the aggregate of the securities identified above from time to time in one or more offerings. This prospectus provides you with a general description of the securities. Each time we offer and sell securities, we will provide a supplement to this prospectus that contains specific information about the offering and the amounts, prices and terms of the securitiesthrough our website at xxx.xxxxx.xxx. The supplement may also addreference to our website is an inactive textual reference only and, update except for the specific incorporated documents listed above, no information available on or change information contained through our website shall be deemed to be incorporated in this prospectus with respect to that offering. You should carefully read this prospectus and the applicable prospectus supplement before you invest in any of our securities. We may offer and sell the securities described in this prospectus and any prospectus supplement to or through one or more underwriters, dealers and agents, or directly to purchasers, or through a combination of these methods. If any underwriters, dealers or agents are involved in the sale of any of the securities, their names and any applicable purchase price, fee, commission or discount arrangement between or among them will be set forth, or will be calculable from the information set forth, in the applicable prospectus supplement. See the sections of this prospectus entitled “About this Prospectus” and “Plan of Distribution” for more information. No securities may be sold without delivery of this prospectus and the applicable prospectus supplement describing the method and terms of the offering of such securities. INVESTING IN OUR SECURITIES INVOLVES RISKS. SEE THE “RISK FACTORS” ON PAGE 6 OF THIS PROSPECTUS AND ANY SIMILAR SECTION CONTAINED IN THE APPLICABLE PROSPECTUS SUPPLEMENT CONCERNING FACTORS YOU SHOULD CONSIDER BEFORE INVESTING IN OUR SECURITIES. Our common stock is listed on the Nasdaq Global Market under the symbol “CHRS.” On November 16, 2022, the last reported sale price of our common stock on accompanying prospectus or the Nasdaq Global Market was $7.35 per share. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense. The date of this prospectus is November 17, 2022. TABLE OF CONTENTS ABOUT THIS PROSPECTUS 1 WHERE YOU CAN FIND MORE INFORMATION; INCORPORATION BY REFERENCE 3 CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS 2 RISK FACTORS 6 THE COMPANY 5 DESCRIPTION OF CAPITAL STOCK 8 USE OF PROCEEDS 7 DESCRIPTION OF OTHER SECURITIES 18 DESCRIPTION OF DEBT SECURITIES 11 DESCRIPTION OF UNITS 20 DESCRIPTION OF WARRANTS 19 PLAN OF DISTRIBUTION 25 GLOBAL SECURITIES 21 LEGAL MATTERS 27 EXPERTS 27 ABOUT THIS PROSPECTUS This prospectus is part of a registration statement that we filed with the U.S. Securities and Exchange Commission, or the SEC, using of which it forms a “shelf” registration processpart. By using a shelf registration statement, we may sell securities from time to time and in one or more offerings up to a total dollar amount of 13 UP TO $150.0 million as described in this prospectus. Each time that we offer and sell securities, we will provide a prospectus supplement to this prospectus that contains specific information about the securities being offered and sold and the specific terms of that offering. We may also authorize one or more free writing prospectuses to be provided to you that may contain material information relating to these offerings. The prospectus supplement or free writing prospectus may also add, update or change information contained in this prospectus with respect to that offering. If there is any inconsistency between the information in this prospectus and the applicable prospectus supplement or free writing prospectus, you should rely on the prospectus supplement or free writing prospectus, as applicable. Before purchasing any securities, you should carefully read both this prospectus and the applicable prospectus supplement (and any applicable free writing prospectuses), together with the additional information described under the heading “Where You Can Find More Information; Incorporation by Reference.” We have not authorized anyone to provide you with any information or to make any representations other than those contained in this prospectus, any applicable prospectus supplement or any free writing prospectuses prepared by or on behalf of us or to which we have referred you. We take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. We will not make an offer to sell these securities in any jurisdiction where the offer or sale is not permitted. You should assume that the information appearing in this prospectus and the applicable prospectus supplement to this prospectus is accurate only as of the date on its respective cover, that the information appearing in any applicable free writing prospectus is accurate only as of the date of that free writing prospectus, and that any information incorporated by reference is accurate only as of the date of the document incorporated by reference, unless we indicate otherwise. Our business, financial condition, results of operations and prospects may have changed since those dates. This prospectus incorporates by reference, and any prospectus supplement or free writing prospectus may contain and incorporate by reference, market data and industry statistics and forecasts that are based on independent industry publications and other publicly available information. Although we believe these sources are reliable, we do not guarantee the accuracy or completeness of this information and we have not independently verified this information. In addition, the market and industry data and forecasts that may be included or incorporated by reference in this prospectus, any prospectus supplement or any applicable free writing prospectus may involve estimates, assumptions and other risks and uncertainties and are subject to change based on various factors, including those discussed under the heading “Risk Factors” contained in this prospectus, the applicable prospectus supplement and any applicable free writing prospectus, and under similar headings in other documents that are incorporated by reference into this prospectus. Accordingly, investors should not place undue reliance on this information. When we refer to “Coherus,” “we,” “our,” “us” and the “Company” in this prospectus, we mean Coherus BioSciences, Inc. and its consolidated subsidiaries, unless otherwise specified. When we refer to “you,” we mean the potential holders of the applicable series of securities. Coherus BioSciences®, our logo and our other trade names, trademarks or service marks appearing in this prospectus are the property of Coherus. This prospectus and the documents incorporated by reference herein also include trademarks, tradenames and service marks that are the property of other organizations. Solely for convenience, our trademarks and tradenames referred to in this prospectus appear without the ® and ™ symbols, but those references are not intended to indicate, in any way, that we will not assert, to the fullest extent under applicable law, our rights or the right of the applicable licensor to these trademarks and tradenames.35,000,000 OF SHARES OF COMMON STOCK PROSPECTUS SUPPLEMENT

Appears in 1 contract

Samples: investor.inuvo.com

INFORMATION INCORPORATED BY REFERENCE. The SEC allows us We have elected to incorporate certain information by reference into this prospectus. By incorporating by reference” the information we file with them which means that , we can disclose important information to you by referring you to those other documents instead of having to repeat we have filed or will file with the information in this prospectusSEC. The information incorporated by reference is considered deemed to be part of this prospectus, and later except for information incorporated by reference that is superseded by information contained in this prospectus. This means that you must look at all of the SEC filings that we file with incorporate by reference to determine if any statements in the SEC will automatically update and supersede this informationprospectus or any document previously incorporated by reference have been modified or superseded. We incorporate by reference the documents listed below and any future information filed (rather than furnished) with the SEC under Sections 13(a), 13(c), 14, or 15(d) of the Exchange Act between the date of this prospectus and the termination of this offering, provided, however, that we are not incorporating any information furnished under Item 2.02 or Item 7.01 of any current report on Form 8-K: This prospectus and any accompanying prospectus supplement incorporate by reference the documents set forth below that have previously been filed with the SEC: • Our Annual Report on Form 10-K for the fiscal year ended December 31, 2021, 2021 filed with the SEC on February 23March 31, 2022. • The information specifically incorporated by reference into our Annual Report on Form 10-K from our Definitive Proxy Statement on Schedule 14A, filed with the SEC on April 4, 2022. ; • Our Quarterly Reports Report on Form 10-Q for the quarter quarterly period ended March 31, 2022, filed with the SEC on May 5onMay 16, 2022, for the quarter ended June 30, 2022, filed with the SEC on August 4, 2022, and for the quarter ended September 30, 2022, filed with the SEC on November 8, 2022. ; • Our Current Reports Report on Form 8-K filed with the SEC on January 7March 8, 2022, January 13as amended on March 21, 2022, February 7, 2022, April 1, 2022, May 5, 2022, May 10, 2022, May 13, 2022, May 20, 2022, September 9, 2022, ; and September 15, 2022, and our Current Report • The description of the Common Stock contained in the Company’s Registration Statement on Form 8-K/A filed on October 6, 2022. • The description of our Common Stock contained in our registration statement on Form 8-A, filed with the SEC Commission on November 3October 29, 20142020 (File No. 001-39676), and together with any amendment or report thereto filed with the SEC Commission for the purpose of updating the such description. All reports and You may obtain copies of these documents on the website maintained by the SEC athttp://xxx.xxx.xxx, or from us without charge (other documents we subsequently file pursuant than exhibits to Section 13(a)such documents, 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended, which we refer to as the “Exchange Act” in this prospectus, prior to the termination of this offering but excluding any information furnished to, rather than filed with, the SEC, will also be unless such exhibits are specifically incorporated by reference into this prospectus and such documents) by writing us at Inhibikase Therapeutics, Inc., 0000 Xxxxxxxxx Xxxxxxx XX, Xxxxx 0000, Xxxxxxx, XX 00000 or visiting our website at xxxx://xxx.xxxxxxxxxx.xxx. Any statement contained in a document incorporated or deemed to be part of this prospectus from the date of the filing of such reports and documents. You may request a free copy of any of the documents incorporated by reference in this prospectus by writing shall be deemed to be modified or telephoning us at superseded for the following address: Coherus BioSciences, Inc. 000 Xxxx Xxxxxxx Xxxxx, Xxxxx 000 Xxxxxxx Xxxx, XX 00000 (000) 000-0000 Exhibits purposes of this prospectus to the filings will not extent that a statement contained herein, any prospectus supplement or in any other subsequently filed document which also is or deemed to be sent, however, unless those exhibits have specifically been incorporated by reference in herein modifies or supersedes that statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this prospectus or any accompanying prospectus supplementprospectus. PROSPECTUS COHERUS BIOSCIENCES$100,000,000 INHIBIKASE THERAPEUTICS, INC. $150,000,000 COMMON STOCK PREFERRED STOCK DEBT SECURITIES WARRANTS UNITS Common Stock Preferred Stock Debt Securities Warrants Rights Units We may offer and sell up to $150.0 million in the aggregate of the securities identified above sell, from time to time in one or more offerings, up to $100,000,000.00 of our common stock, preferred stock, debt securities, warrants and rights, or any combination of these securities, and/or units consisting of one or more of these securities. We may also offer common stock or preferred stock upon conversion of debt securities and common stock upon conversion of preferred stock. All of the securities listed above may be sold separately or as units with other securities. This prospectus provides you with a general description describes some of the general terms that may apply to these securities. Each time When we offer and decide to sell a particular class or series of securities, we will provide a supplement to this prospectus that contains specific information about the offering and the amounts, prices and terms of the securitiesoffered securities in one or more prospectus supplements. We may also authorize one or more free writing prospectuses to be provided to you in connection with these offerings. The supplement prospectus supplement, and any documents incorporated by reference, may also add, update or change information contained in or incorporated by reference into this prospectus. However, no prospectus supplement shall offer a security that is not registered and described in this prospectus with respect to that offeringat the time of its effectiveness. You should carefully read this prospectus and the applicable prospectus supplement before you invest in any of our securities. We may offer and sell the securities described in this prospectus and any prospectus supplement, as well as the documents incorporated by reference or deemed to be incorporated by reference into this prospectus, and any free writing prospectus carefully before you invest. This prospectus may not be used to offer or sell our securities unless accompanied by a prospectus supplement relating to the offered securities. Our common stock is listed on The Nasdaq Capital Market under the symbol “IKT.” Each prospectus supplement will contain information, where applicable, as to our listing on any securities exchange of the securities covered by the prospectus supplement. The aggregate market value of our outstanding common stock held by non-affiliates was $26,753,591 based on 25,177,051 shares of outstanding common stock, of which 5,359,576 shares are held by affiliates, and a price of $1.35 per share, which was the last reported sale price of our common stock as quoted on The Nasdaq Capital Market on January 26, 2022. Pursuant to General Instruction I.B.6 of Form S-3, in no event will we sell securities registered in a public primary offering with a value exceeding more than one-third of our public float (the market value of our common stock held by our non-affiliates) in any 12 calendar month period so long as our public float remains below $75.0 million. We have not offered any securities pursuant to General Instruction I.B.6 of Form S-3 during the prior 12 calendar month period that ends on and includes the date of this prospectus. As of January 26, 2022, one-third of our public float is equal to approximately $8,900,000. These securities may be sold by us directly to purchasers, through dealers or agents, or to or through one or more underwriters, dealers and agents, or directly to purchasers, or through a combination of these methods. See “Plan of Distribution” in this prospectus. We may also describe the plan of distribution for any particular offering of our securities in a prospectus supplement. If any underwritersagents, underwriters or dealers or agents are involved in the sale of any securities in respect of the securitieswhich this prospectus is being delivered, we will disclose their names and any applicable purchase price, fee, commission or discount arrangement between or among the nature of our arrangements with them will be set forth, or will be calculable from the information set forth, in the applicable a prospectus supplement. The net proceeds we expect to receive from any such sale will also be included in a prospectus supplement. An investment in our securities involves a high degree of risk. See the sections of entitled “ Risk Factors” in our most recent Annual Report on Form 10-K, in any Quarterly Report on Form 10-Q and in any Current Report on Form 8-K, as well as in any prospectus supplement or free writing prospectus related to these specific offerings. We may amend or supplement this prospectus entitled “About this Prospectus” and “Plan of Distribution” for more informationfrom time to time by filing amendments or supplements as required or related free writing prospectuses. No securities may be sold without delivery of this You should read the entire prospectus and the applicable prospectus supplement describing the method and terms of the offering of such securities. INVESTING IN OUR SECURITIES INVOLVES RISKS. SEE THE “RISK FACTORS” ON PAGE 6 OF THIS PROSPECTUS AND ANY SIMILAR SECTION CONTAINED IN THE APPLICABLE PROSPECTUS SUPPLEMENT CONCERNING FACTORS YOU SHOULD CONSIDER BEFORE INVESTING IN OUR SECURITIES. Our common stock is listed on the Nasdaq Global Market under the symbol “CHRS.” On November 16, 2022, the last reported sale price of our common stock on the Nasdaq Global Market was $7.35 per shareany amendments or supplements carefully before you make your investment decision. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy determined if this prospectus is truthful or accuracy of this prospectuscomplete. Any representation to the contrary is a criminal offense. The date of this prospectus is November 17February 11, 2022. 2022 TABLE OF CONTENTS ABOUT THIS PROSPECTUS 1 PROSPECTUS SUMMARY 2 THE OFFERING 3 OUR COMPANY 4 RISK FACTORS 6 FORWARD-LOOKING STATEMENTS 7 USE OF PROCEEDS 10 DIVIDEND POLICY 11 DESCRIPTIONS OF THE SECURITIES WE MAY OFFER 12 PLAN OF DISTRIBUTION 31 LEGAL MATTERS 34 EXPERTS 34 WHERE YOU CAN FIND MORE INFORMATION; INCORPORATION INFORMATION 34 INFORMATION INCORPORATED BY REFERENCE 3 CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS 2 RISK FACTORS 6 THE COMPANY 5 DESCRIPTION OF CAPITAL STOCK 8 USE OF PROCEEDS 7 DESCRIPTION OF OTHER SECURITIES 18 DESCRIPTION OF DEBT SECURITIES 11 DESCRIPTION OF UNITS 20 DESCRIPTION OF WARRANTS 19 PLAN OF DISTRIBUTION 25 GLOBAL SECURITIES 21 LEGAL MATTERS 27 EXPERTS 27 34 ABOUT THIS PROSPECTUS This prospectus is part of a registration statement Registration Statement that we filed with the U.S. Securities and Exchange Commission, or the Commission (“SEC, ”) using a “shelf” registration process. By using a Under this shelf registration statementprocess, we may sell securities offer from time to time and securities described in this prospectus having a maximum aggregate offering price of $100,000,000.00 in one or more offerings up to a total dollar amount of $150.0 million as described in this prospectusofferings. Each time that we offer and sell securities, we will provide prepare and file with the SEC a prospectus supplement to or information that is incorporated by reference into this prospectus that contains describes the specific information about amounts, prices and terms of the securities being offered and sold and the specific terms of that offeringwe offer. We may also authorize one or more free writing prospectuses to be provided to you that may contain material information relating to these offeringsofferings and securities. The prospectus supplement or free writing prospectus also may also add, update or change information contained in this prospectus with respect to that offeringor the documents incorporated herein by reference. If there is You should read carefully this prospectus, any inconsistency between the information in this prospectus and the applicable prospectus supplement or and any related free writing prospectus, you should rely on the prospectus supplement or free writing prospectus, as applicable. Before purchasing any securities, you should carefully read both this prospectus and the applicable prospectus supplement (and any applicable free writing prospectuses), together with the additional information described below under the heading caption “Where You Can Find More Information; Incorporation by Reference.” We have This prospectus does not authorized anyone contain all the information provided in the Registration Statement we filed with the SEC. For further information about us or our securities offered hereby, you should refer to provide that Registration Statement, which you with any can obtain from the SEC as described below under “Where You Can Find More Information.” You should rely only on the information contained or to make any representations other than those contained incorporated by reference in this prospectus, any applicable prospectus supplement or and any related free writing prospectuses prepared by or on behalf of us or to which we have referred youprospectus. We take no responsibility for, and can provide no assurance as to the reliability of, have not authorized any other information that others may give youperson to provide you with different information. We will If anyone provides you with different or inconsistent information, you should not make rely on it. This prospectus is not an offer to sell these securities securities, and it is not soliciting an offer to buy securities, in any jurisdiction where the offer or sale is not permitted. You should assume that the information appearing in this prospectus, any prospectus and the applicable prospectus supplement to this prospectus is accurate only as of the date on its respective coversupplement, that the information appearing in any applicable related free writing prospectus as well as information we have previously filed with the SEC and incorporated by reference, is accurate only as of the date of that free writing prospectus, and that any information incorporated by reference is accurate only as of the date of the document incorporated by reference, unless we indicate otherwisethose documents only. Our business, financial condition, results of operations and prospects may have changed since those dates. This prospectus incorporates by reference, and any prospectus supplement or free writing prospectus may contain and incorporate by reference, market data and industry statistics and forecasts that are based on independent industry publications and other publicly available information. Although we believe these sources are reliable, we do not guarantee the accuracy or completeness of this information and we have not independently verified this information. In addition, Although we are not aware of any misstatements regarding the market and industry data and forecasts that may be included or incorporated by reference presented in this prospectusprospectus and the documents incorporated herein by reference, any prospectus supplement or any applicable free writing prospectus may these estimates involve estimates, assumptions and other risks and uncertainties and are subject to change based on various factors, including those discussed under the heading “Risk Factors” contained in this prospectus, the applicable prospectus supplement and any applicable free writing prospectus, and under similar headings in other documents that are incorporated by reference into this prospectus. Accordingly, investors should not place undue reliance on this information. When We may sell securities through underwriters or dealers, through agents, directly to purchasers or through any combination of these methods. We and our agents reserve the sole right to accept or reject in whole or in part any proposed purchase of securities. The prospectus supplement, which we refer to will prepare and file with the SEC each time we offer securities, will set forth the names of any underwriters, agents or others involved in the sale of securities, and any applicable fee, commission or discount arrangements with them. See CoherusPlan of Distribution.” In this prospectus, unless otherwise indicated, the “Registrant,” “our company,” “we,” “our,” “us” and the or Companyourin this prospectusrefer to Inhibikase Therapeutics, we mean Coherus BioSciencesInc., Inc. a Delaware corporation and its consolidated subsidiaries, unless otherwise specified. When we refer to “you,” we mean the potential holders of the applicable series of securities. Coherus BioSciences®, PROSPECTUS SUMMARY This prospectus summary highlights certain information about our logo company and our other trade names, trademarks or service marks appearing information contained elsewhere in this prospectus are the property of Coherusor in documents incorporated by reference. This summary does not contain all of the information that you should consider before making an investment decision. You should carefully read the entire prospectus, any prospectus supplement, including the section entitled “Risk Factors” and the documents incorporated by reference herein also include trademarksinto this prospectus, tradenames and service marks that are the property of other organizations. Solely for convenience, our trademarks and tradenames referred to in this prospectus appear without the ® and ™ symbols, but those references are not intended to indicate, in any way, that we will not assert, to the fullest extent under applicable law, our rights or the right of the applicable licensor to these trademarks and tradenamesbefore making an investment decision.

Appears in 1 contract

Samples: www.inhibikase.com

INFORMATION INCORPORATED BY REFERENCE. The SEC allows us to “incorporate We are incorporating by reference” reference into this prospectus supplement and the accompanying prospectus certain information that we file with them the SEC, which means that we can disclose are disclosing important information to you by referring you to those documents instead of having to repeat the information in this prospectusdocuments. The information incorporated by reference is considered deemed to be part of this prospectus supplement and the accompanying prospectus, except for information incorporated by reference that is superseded by information contained in this prospectus supplement and later information the accompanying prospectus. This means that you must look at all of the SEC filings that we file with the SEC will automatically update and supersede this information. We incorporate by reference the documents listed below and to determine if any future information filed (rather than furnished) with the SEC under Sections 13(a), 13(c), 14, or 15(d) of the Exchange Act between the date of statements in this prospectus and supplement, the termination of this offering, provided, however, that we are not incorporating accompanying prospectus or any information furnished under Item 2.02 document previously incorporated by reference have been modified or Item 7.01 of any current report on Form 8-K: superseded. This prospectus and any accompanying prospectus supplement incorporate incorporates by reference the documents set forth below that we have previously been filed with the SEC: • Our our Annual Report on Form 10-K for the fiscal year ended December 31, 2021, filed with the SEC on February 23, 2022. 2019; The information specifically incorporated by reference into our Annual Quarterly Report on Form 10-K from our Definitive Proxy Statement on Schedule 14A, filed with the SEC on April 4, 2022. • Our Quarterly Reports on Form 10-Q for the quarter ended March 31, 20222020; • our Definitive Proxy Statement on Schedule 14A relating to our 2019 Annual Meeting of Stockholders, filed with the SEC on May 5November 1, 2022, for the quarter ended June 30, 2022, filed with the SEC on August 4, 2022, and for the quarter ended September 30, 2022, filed with the SEC on November 8, 2022. 2019; Our our Current Reports on Form 8-K filed with the SEC on January 7, 2022, January 13, 2022, February 7, 2022, April 1, 2022, May 5, 2022, May March 10, 20222020 and July 6, May 13, 2022, May 20, 2022, September 9, 2022, 2020; and September 15, 2022, and • the description of our Current common stock contained in Exhibit 4.17 to our Annual Report on Form 810-K/A filed on October 6, 2022. • The description of our Common Stock contained in our registration statement on Form 8-A, filed with the SEC on November 3, 2014, and any amendment or report filed with the SEC K for the purpose fiscal year ended December 31, 2019. Any information in any of updating the descriptionforegoing documents will automatically be deemed to be modified or superseded to the extent that information in this prospectus supplement or in a later filed document that is incorporated or deemed to be incorporated herein by reference modifies or replaces such information. All reports and other We also incorporate by reference all documents we subsequently file in the future pursuant to Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act after the date of 1934, as amended, which we refer to as the “Exchange Act” in this prospectus, prior to prospectus supplement until the termination of this offering but excluding the offering. These documents include periodic reports, such as Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K (except, in any information furnished to, rather than filed withsuch case, the SECportions furnished and not filed pursuant to Item 2.02, Item 7.01 or otherwise), as well as any proxy statements. We will also be provide to each person, including any beneficial owner, to whom a prospectus supplement and accompanying prospectus are delivered, without charge upon written or oral request, a copy of any or all of the documents that are incorporated by reference into this prospectus supplement and deemed to be part of this the accompanying prospectus from but not delivered with the date of the filing of prospectus supplement and accompanying prospectus, including exhibits which are specifically incorporated by reference into such reports and documents. You may request a free copy of any of the documents incorporated by reference in this prospectus these filings at no cost, by writing to or telephoning us at the following address: Coherus BioSciencesBio-Path Holdings, Inc. 000 Xxxx Xxxxxxx XxxxxAttention: Secretary 0000 Xxxxxxxx Xxxxxxxxx, Xxxxx 000 Xxxxxxx XxxxBellaire, XX 00000 Texas 77401 (000) 000-0000 Exhibits to the filings will not be sent, however, unless those exhibits have specifically been incorporated by reference in this prospectus or any accompanying prospectus supplement. PROSPECTUS COHERUS BIOSCIENCES, INC. $150,000,000 125,000,000 COMMON STOCK PREFERRED STOCK DEBT SECURITIES WARRANTS UNITS We may from time to time offer and sell up to $150.0 million in the aggregate 125,000,000 of common stock, preferred stock, warrants to purchase common stock or preferred stock or any combination of the securities identified above from time to time foregoing, either individually or in units, at prices and on terms described in one or more offeringssupplements to this prospectus. We may also offer securities as may be issuable upon conversion, redemption, repurchase, exchange or exercise of any securities registered hereunder, including any applicable anti-dilution provisions. This prospectus provides you with a the general description terms of the securitiessecurities we may offer and the general manner in which these securities will be offered. Each time we offer and to sell securities, we will provide specific terms related to such offers in a supplement to this prospectus that contains specific information about the offering and the amounts, prices and terms of the securitiesprospectus. The supplement prospectus supplements may also add, update or change information contained in this prospectus with respect to that offeringprospectus. You Before you invest, you should carefully read this prospectus and the applicable prospectus supplement before you invest supplement, as well the documents incorporated by referenced in any this prospectus. This prospectus may not be used to consummate a sale of securities unless accompanied by the applicable prospectus supplement. Our common stock is currently listed on the Nasdaq Capital Market under the symbol “BPTH.” On May 14, 2019, the last reported sales price per share of our securitiescommon stock on the Nasdaq Capital Market was $18.00. We may offer and will sell the these securities described in this prospectus and any prospectus supplement to or directly, through one or more underwritersagents, dealers and agents, or directly underwriters as designated from time to purchaserstime, or through a combination of these methods. For additional information on the methods of sale, you should refer to the section titled “Plan of Distribution” in this prospectus. If any underwritersagents, dealers or agents underwriters are involved in the sale of any these securities, the applicable prospectus supplement will set forth the names of the securitiesagents, their names dealers or underwriters and any applicable purchase pricefees, fee, commission commissions or discount arrangement between or among them discounts. The price to the public of such securities and the net proceeds that we expect to receive from such sale will also be set forthforth in a supplement to this prospectus. Investing in our securities involves a high degree of risk. Before making an investment decision, or will be calculable from you should review carefully and consider all of the information set forthforth in this prospectus, the applicable prospectus supplement and the documents incorporated by reference in the this prospectus and applicable prospectus supplement. See the sections of this prospectus entitled About this ProspectusRisk Factorsand “Plan of Distribution” for more information. No securities may be sold without delivery on page 4 of this prospectus and under similar headings in the applicable prospectus supplement describing the method and terms of the offering of such securities. INVESTING IN OUR SECURITIES INVOLVES RISKS. SEE THE “RISK FACTORS” ON PAGE 6 OF THIS PROSPECTUS AND ANY SIMILAR SECTION CONTAINED IN THE APPLICABLE PROSPECTUS SUPPLEMENT CONCERNING FACTORS YOU SHOULD CONSIDER BEFORE INVESTING IN OUR SECURITIES. Our common stock is listed on the Nasdaq Global Market under the symbol “CHRS.” On November 16, 2022, the last reported sale price of our common stock on the Nasdaq Global Market was $7.35 per shareother documents that are incorporated by reference into this prospectus. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy determined if this prospectus is truthful or accuracy of this prospectuscomplete. Any representation to the contrary is a criminal offense. The date of this prospectus is November 17June 5, 2022. 2019 TABLE OF CONTENTS ABOUT THIS PROSPECTUS ii PROSPECTUS SUMMARY 1 WHERE YOU CAN FIND MORE INFORMATION; INCORPORATION BY REFERENCE 3 CAUTIONARY USE OF PROCEEDS 6 RISK FACTORS 4 SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS 2 RISK FACTORS 6 THE COMPANY 5 DESCRIPTION OF WARRANTS 10 DESCRIPTION OF CAPITAL STOCK 8 USE 7 LEGAL OWNERSHIP OF PROCEEDS 7 DESCRIPTION OF OTHER SECURITIES 18 DESCRIPTION OF DEBT SECURITIES 11 13 DESCRIPTION OF UNITS 20 DESCRIPTION OF WARRANTS 19 12 LEGAL MATTERS 18 PLAN OF DISTRIBUTION 25 GLOBAL SECURITIES 21 LEGAL MATTERS 27 16 WHERE YOU CAN FIND MORE INFORMATION 18 EXPERTS 27 18 INFORMATION INCORPORATED BY REFERENCE 18 ABOUT THIS PROSPECTUS This prospectus is part of a registration statement on Form S-3 that we filed with the U.S. Securities and Exchange Commission, or Commission (the SEC, ”) using a “shelf” registration process. By using a Under this shelf registration statementstatement process, we may sell securities from time to time and sell common stock, preferred stock, warrants to purchase common stock or preferred stock or any combination of the foregoing, either individually or in units, in one or more offerings up to a total dollar an offering amount of $150.0 million as described 125,000,000. This prospectus provides you with a general description of the securities we may offer and the general manner in this prospectuswhich these securities will be offered. Each time that we offer and sell securitiessecurities hereunder, we will provide specific terms related to such offering in a prospectus supplement to this prospectus that contains specific information about the securities being offered and sold and the specific terms of that offering. We may also authorize one or more free writing prospectuses to be provided to you that may contain material information relating to these offeringsprospectus. The prospectus supplement or free writing prospectus supplements may also add, update or change any of the information contained in this prospectus or in the documents that we have incorporated by reference into this prospectus. We urge you to read carefully this prospectus and the applicable prospectus supplement, together with respect to that offeringthe information incorporated herein by reference as described under the sections titled “Where You Can Find More Information” and “Information Incorporated by Reference” below. If there is any inconsistency between the information in this prospectus and the applicable any prospectus supplement or free writing prospectussupplement, you should rely on the information contained in that prospectus supplement supplement. This prospectus may not be used to consummate a sale of securities unless it is accompanied by a prospectus supplement. You should rely only on the information we have provided or free writing prospectus, as applicable. Before purchasing any securities, you should carefully read both incorporated by reference in this prospectus and the applicable prospectus supplement (and any applicable free writing prospectuses), together with the additional information described under the heading “Where You Can Find More Information; Incorporation by Reference.” supplement. We have not authorized anyone to provide you with different information. No dealer, salesperson or other person is authorized to give any information or to make any representations other than those represent anything not contained in this prospectus, prospectus or the applicable prospectus supplement. You must not rely on any unauthorized information or representation. This prospectus or any applicable supplement to this prospectus supplement or any free writing prospectuses prepared by or on behalf of us or to which we have referred you. We take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. We will do not make constitute an offer to sell these or the solicitation of an offer to buy any securities other than the registered securities to which they relate, nor do this prospectus or any applicable supplement to this prospectus constitute an offer to sell or the solicitation of an offer to buy securities in any jurisdiction where the to any person to whom it is unlawful to make such offer or sale is not permittedsolicitation in such jurisdiction. You should assume that the information appearing in this prospectus and the applicable prospectus supplement to this prospectus is accurate only as of the date on its respective cover, that the information appearing in any applicable free writing prospectus is accurate only as front of the date of that free writing prospectus, document and that any information we have incorporated by reference is accurate only as of the date of the document incorporated by reference, unless we indicate otherwise. Our business, financial condition, results of operations and prospects may have changed since those dates. This prospectus incorporates by referencecontains summaries of certain provisions contained in some of the documents described herein, and any prospectus supplement or free writing prospectus may contain and incorporate by reference, market data and industry statistics and forecasts that are based on independent industry publications and other publicly available but reference is made to the actual documents for complete information. Although we believe these sources All of the summaries are reliablequalified in their entirety by the actual documents. Copies of some of the documents referred to herein have been filed, we do not guarantee the accuracy will be filed or completeness of this information and we have not independently verified this information. In addition, the market and industry data and forecasts that may will be included or incorporated by reference as exhibits to the registration statement of which this prospectus is a part, and you may obtain copies of those documents as described below under the section titled “Where You Can Find More Information.” Unless the context requires otherwise, references in this prospectus, any prospectus supplement or any applicable free writing prospectus may involve estimates, assumptions and other risks and uncertainties and are subject to change based on various factors, including those discussed under the heading “Risk Factors” contained in this prospectus, the applicable prospectus supplement and any applicable free writing prospectus, and under similar headings in other documents that are incorporated by reference into this prospectus. Accordingly, investors should not place undue reliance on this information. When we refer to “Coherus,” “we,” “our,” “us,” “the Company” and the CompanyBio-Pathin this prospectus, we mean Coherus BioSciencesrefer to Bio-Path Holdings, Inc. and its consolidated subsidiarieswholly-owned subsidiary. Bio-Path Holdings, unless otherwise specified. When we refer Inc.’s wholly-owned subsidiary, Bio-Path, Inc., is sometimes referred to herein as you,Bio-Path Subsidiary.we mean the potential holders of the applicable series of securities. Coherus BioSciences®, our logo and our other trade names, trademarks or service marks appearing PROSPECTUS SUMMARY This prospectus summary highlights selected information contained elsewhere in this prospectus are the property of Coherusor in documents incorporated by reference. This summary does not contain all of the information that you should consider before making an investment decision. You should carefully read the entire prospectus, the applicable prospectus supplement, including under the section titled “Risk Factors” and the documents incorporated by reference herein also include trademarksinto this prospectus, tradenames before making an investment decision. Our Company We are a clinical and service marks preclinical stage oncology focused RNAi nanoparticle drug development company utilizing a novel technology that are the property of other organizationsachieves systemic delivery for target specific protein inhibition for any gene product that is over-expressed in disease. Solely for convenienceOur drug delivery and antisense technology, our trademarks and tradenames referred to in this prospectus appear without the ® and ™ symbolscalled DNAbilize®, but those references are not is a platform that uses P-ethoxy, which is a deoxyribonucleic acid (DNA) backbone modification that is intended to indicateprotect the DNA from destruction by the body’s enzymes when circulating in vivo, incorporated inside of a neutral charged lipid bilayer. We believe this combination allows for high efficiency loading of antisense DNA into non-toxic, cell-membrane-like structures for delivery of the antisense drug substance into cells. In vivo, the DNAbilize® delivered antisense drug substances are systemically distributed throughout the body to allow for reduction or elimination of target proteins in blood diseases and solid tumors. Through testing in numerous animal studies and treatment in over 70 patients, the Company’s DNAbilize® drug candidates have demonstrated an excellent safety profile. DNAbilize® is a registered trademark of the Company. Using DNAbilize® as a platform for drug development and manufacturing, we currently have three antisense drug candidates in development to treat at least five different cancer disease indications. Our lead drug candidate, prexigebersen (pronounced prex” i je ber’ sen), is in the efficacy portion of a Phase 2 clinical trial for acute myeloid leukemia (AML) in combination with low-dose cytarabine (LDAC) and in combination with decitabine. On March 6, 2019, we announced intended amendments to this Phase 2 clinical trial to, among other things, add prexigebersen in combination with decitabine for myelodysplastic syndrome and close prexigebersen in combination with LDAC. In addition, preclinical efficacy studies are underway for triple combination prexigebersen, decitabine and Venclexta in AML. Prexigebersen is also being studied in the safety portion of a Phase 2a clinical trial for chronic myeloid leukemia in combination with dasatinib. Prexigebersen was shown to enhance chemotherapy efficacy in preclinical solid tumor models, such as ovarian cancer, and we intend to file an Investigational New Drug (IND) application for prexigebersen in solid tumors in 2019. Our second drug candidate, Liposomal Bcl-2 (“BP1002”), targets the protein Bcl-2, which is responsible for driving cell survival in up to 60% of all cancers. We are currently preparing an IND application for BP1002 after completing additional IND enabling studies. We intend to initiate a Phase 1 clinical trial of BP1002 in refractory/relapsed lymphoma and chronic lymphocytic leukemia patients once we receive approval from the U.S. Food and Drug Administration (FDA). Our third drug candidate, Liposomal Stat3 (“BP1003”), targets the Stat3 protein and is currently in preclinical development as a potential treatment of pancreatic cancer, non-small cell lung cancer (NSCLC) and AML. Preclinical models have shown BP1003 to inhibit cell viability and STAT3 protein expression in NSCLC and AML cell lines. Further, BP1003 successfully penetrated pancreatic tumors and significantly enhanced the efficacy of gemcitabine, a treatment for patients with advanced pancreatic cancer, in any waya pancreatic patient derived tumor model. Our lead indication for BP1003 is pancreatic cancer due to the severity of this disease and the lack of effective, that life-extending treatments. We intend to complete IND enabling studies of BP1003 in 2019 and to file an IND application for a Phase 1 clinical trial of BP1003 for the treatment of solid tumors, including pancreatic cancer in 2020. Our DNAbilize® technology-based products are available for out-licensing or partnering. We intend to apply our drug delivery technology template to new disease-causing protein targets as a means to develop new nanoparticle antisense RNAi drug candidates. We have a new product identification template in place to define a process of scientific, preclinical, commercial and intellectual property evaluation of potential new drug candidates for inclusion into our drug product development pipeline. As we expand, we will not assertlook at indications where a systemic delivery is needed and antisense RNAi nanoparticles can be used to slow, reverse or cure a disease, either alone or in combination with another drug. On July 19, 2017, we announced that the United States Patent and Trademark Office issued a notice of allowance for claims related to DNAbilize®, including its use in the fullest extent under applicable lawtreatment of cancers, autoimmune diseases and infectious diseases. We have certain intellectual property as the basis for our rights or current drug products in clinical development, specifically prexigebersen, BP1002 and BP1003. We are developing RNAi antisense nanoparticle drug candidates based on our own patented technology to treat cancer and autoimmune disorders where targeting a single protein may be advantageous and result in reduced patient adverse effects as compared to small molecule inhibitors with off-target and non-specific effects. We have composition of matter and method of use intellectual property for the right design and manufacture of the applicable licensor to these trademarks and tradenamesantisense RNAi nanoparticle drug products.

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Samples: dnabilize.com

INFORMATION INCORPORATED BY REFERENCE. The SEC allows us to “incorporate by reference” the information we file with them which means that we can disclose important information to you by referring you to those documents instead of having to repeat the information in this prospectus supplement and the accompanying prospectus. The information incorporated by reference is considered to be part of this prospectus supplement and the accompanying prospectus, and later information that we file with the SEC will automatically update and supersede this information. Any statement contained in a previously filed document incorporated by reference will be deemed to be modified or superseded for purposes of this prospectus to the extent that a statement contained in this prospectus modifies or replaces that statement. We incorporate by reference the documents listed below and any future information filed (rather than furnished) with the SEC under Sections 13(a), 13(c), 14, or 15(d) of the Exchange Act between the date of this prospectus and the termination of this offering, provided, however, that we are not incorporating any information furnished under Item 2.02 or Item 7.01 of any current report on Form 8-K: This prospectus and any accompanying prospectus supplement incorporate by reference the documents set forth below that have previously been filed with the SEC: • Our ∎ our Annual Report on Form F orm 10-K for the year ended December 31, 20212019, filed with the SEC on February 2327, 2022. • The 2020; ∎ the information specifically incorporated by reference into our Annual Report on Form F orm 10-K for the year ended December 31, 2018, from our Definitive Proxy Statement on Schedule S chedule 14A, filed with the SEC on April 426, 2022. • Our Quarterly Reports 2019; ∎ our Current Report on Form 10-Q for the quarter ended March 31, 2022, filed with the SEC on May 5, 2022, for the quarter ended June 30, 2022, filed with the SEC on August 4, 2022, and for the quarter ended September 30, 2022, filed with the SEC on November 8, 2022. • Our Current Reports on Form F orm 8-K filed with the SEC on January 7, 2022, January 13, 2022, February 7, 2022, April 1, 2022, May 5, 2022, May 10, 2022, May 13, 2022, May 20, 2022, September 9, 2022, 2020; and September 15, 2022, and our Current Report on Form 8-K/A filed on October 6, 2022. • The ∎ the description of our Common Stock common stock contained in our registration statement on Form F orm 8-A, A filed with the SEC on November 3October 6, 20142015, and including any amendment amendments or report reports filed with the SEC for the purpose purposes of updating the this description. All reports and other These documents we subsequently file pursuant to Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended, which we refer to as the “Exchange Act” in this prospectus, prior to the termination of this offering but excluding any information furnished to, rather than filed with, the SEC, will may also be incorporated by reference into this prospectus and deemed to be part of this prospectus from the date of the filing of such reports and documentsaccessed on our website at xxx.xxxxxx.xxx. You may request a free copy of any of the documents Except as otherwise specifically incorporated by reference in this prospectus supplement and the accompanying prospectus, information contained in, or accessible through, our website is not a part of this prospectus supplement and the accompanying prospectus. We will furnish without charge to you, upon written or oral request, a copy of any or all of the documents incorporated by reference, including exhibits to these documents by writing or telephoning us at the following address: Coherus BioSciencesCytomX Therapeutics, Inc. 000 Xxxx Xxxxxxx XxxxxXxxxxx Xxxxx Xxxx., Xxxxx 000 Xxxxxxx XxxxXxxxx Xxx Xxxxxxxxx, XX Xxxxxxxxxx 00000 (000650) 000515-0000 Exhibits to the filings will not be sent3185 Attention: General Counsel PROSPECTUS $250,000,000 Common Stock, howeverPreferred Stock, unless those exhibits have specifically been incorporated by reference in this prospectus or any accompanying prospectus supplement. PROSPECTUS COHERUS BIOSCIENCESDebt Securities, INC. $150,000,000 COMMON STOCK PREFERRED STOCK DEBT SECURITIES WARRANTS UNITS Warrants, Purchase Contracts, Units We may offer and sell up to $150.0 million 250,000,000 in the aggregate of the securities identified above from time to time in one or more offerings. This prospectus provides you with a general description of the securities. Each time we offer and sell securities, we will provide a supplement to this prospectus that contains specific information about the offering and the amounts, prices and terms of the securities. The supplement may also add, update or change information contained in this prospectus with respect to that offering. You should carefully read this prospectus and the applicable prospectus supplement before you invest in any of our securities. We may offer and sell the securities described in this prospectus and any prospectus supplement to or through one or more underwriters, dealers and agents, or directly to purchasers, or through a combination of these methods. If any underwriters, dealers or agents are involved in the sale of any of the securities, their names and any applicable purchase price, fee, commission or discount arrangement between or among them will be set forth, or will be calculable from the information set forth, in the applicable prospectus supplement. See the sections of this prospectus entitled “About this Prospectus” and “Plan of Distribution” for more information. No securities may be sold without delivery of this prospectus and the applicable prospectus supplement describing the method and terms of the offering of such securities. INVESTING IN OUR SECURITIES INVOLVES RISKS. SEE THE “RISK FACTORS” ON PAGE 6 OF THIS PROSPECTUS AND ANY SIMILAR SECTION CONTAINED IN THE APPLICABLE PROSPECTUS SUPPLEMENT CONCERNING FACTORS YOU SHOULD CONSIDER BEFORE INVESTING IN OUR SECURITIES. Our common stock is listed on the Nasdaq Global Market under the symbol “CHRS.” On November 16, 2022, the last reported sale price of our common stock on the Nasdaq Global Market was $7.35 per share. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense. The date of this prospectus is November 17, 2022. TABLE OF CONTENTS ABOUT THIS PROSPECTUS 1 WHERE YOU CAN FIND MORE INFORMATION; INCORPORATION BY REFERENCE 3 CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS 2 RISK FACTORS 6 THE COMPANY 5 DESCRIPTION OF CAPITAL STOCK 8 USE OF PROCEEDS 7 DESCRIPTION OF OTHER SECURITIES 18 DESCRIPTION OF DEBT SECURITIES 11 DESCRIPTION OF UNITS 20 DESCRIPTION OF WARRANTS 19 PLAN OF DISTRIBUTION 25 GLOBAL SECURITIES 21 LEGAL MATTERS 27 EXPERTS 27 ABOUT THIS PROSPECTUS This prospectus is part of a registration statement that we filed with the U.S. Securities and Exchange Commission, or the SEC, using a “shelf” registration process. By using a shelf registration statement, we may sell securities from time to time and in one or more offerings up to a total dollar amount of $150.0 million as described in this prospectus. Each time that we offer and sell securities, we will provide a prospectus supplement to this prospectus that contains specific information about the securities being offered and sold and the specific terms of that offering. We may also authorize one or more free writing prospectuses to be provided to you that may contain material information relating to these offerings. The prospectus supplement or free writing prospectus may also add, update or change information contained in this prospectus with respect to that offering. If there is any inconsistency between the information in this prospectus and the applicable prospectus supplement or free writing prospectus, you should rely on the prospectus supplement or free writing prospectus, as applicable. Before purchasing any securities, you should carefully read both this prospectus and the applicable prospectus supplement (and any applicable free writing prospectuses), together with the additional information described under the heading “Where You Can Find More Information; Incorporation by Reference.” We have not authorized anyone to provide you with any information or to make any representations other than those contained in this prospectus, any applicable prospectus supplement or any free writing prospectuses prepared by or on behalf of us or to which we have referred you. We take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. We will not make an offer to sell these securities in any jurisdiction where the offer or sale is not permitted. You should assume that the information appearing in this prospectus and the applicable prospectus supplement to this prospectus is accurate only as of the date on its respective cover, that the information appearing in any applicable free writing prospectus is accurate only as of the date of that free writing prospectus, and that any information incorporated by reference is accurate only as of the date of the document incorporated by reference, unless we indicate otherwise. Our business, financial condition, results of operations and prospects may have changed since those dates. This prospectus incorporates by reference, and any prospectus supplement or free writing prospectus may contain and incorporate by reference, market data and industry statistics and forecasts that are based on independent industry publications and other publicly available information. Although we believe these sources are reliable, we do not guarantee the accuracy or completeness of this information and we have not independently verified this information. In addition, the market and industry data and forecasts that may be included or incorporated by reference in this prospectus, any prospectus supplement or any applicable free writing prospectus may involve estimates, assumptions and other risks and uncertainties and are subject to change based on various factors, including those discussed under the heading “Risk Factors” contained in this prospectus, the applicable prospectus supplement and any applicable free writing prospectus, and under similar headings in other documents that are incorporated by reference into this prospectus. Accordingly, investors should not place undue reliance on this information. When we refer to “Coherus,” “we,” “our,” “us” and the “Company” in this prospectus, we mean Coherus BioSciences, Inc. and its consolidated subsidiaries, unless otherwise specified. When we refer to “you,” we mean the potential holders of the applicable series of securities. Coherus BioSciences®, our logo and our other trade names, trademarks or service marks appearing in this prospectus are the property of Coherus. This prospectus and the documents incorporated by reference herein also include trademarks, tradenames and service marks that are the property of other organizations. Solely for convenience, our trademarks and tradenames referred to in this prospectus appear without the ® and ™ symbols, but those references are not intended to indicate, in any way, that we will not assert, to the fullest extent under applicable law, our rights or the right of the applicable licensor to these trademarks and tradenames.

Appears in 1 contract

Samples: Prospectus Supplement

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INFORMATION INCORPORATED BY REFERENCE. The SEC allows us to “incorporate We are incorporating by reference” the reference into this prospectus certain information that we file with them the SEC, which means that we can disclose are disclosing important information to you by referring you to those documents instead of having to repeat the information in this prospectusdocuments. The information incorporated by reference is considered deemed to be part of this prospectus, and later except for information incorporated by reference that is superseded by information contained in this prospectus. This means that you must look at all of the SEC filings that we file with the SEC will automatically update and supersede this information. We incorporate by reference to determine if any statements in the documents listed below and prospectus or any future information filed (rather than furnished) with the SEC under Sections 13(a), 13(c), 14, document previously incorporated by reference have been modified or 15(d) of the Exchange Act between the date of this prospectus and the termination of this offering, provided, however, that we are not incorporating any information furnished under Item 2.02 or Item 7.01 of any current report on Form 8-K: superseded. This prospectus and any accompanying prospectus supplement incorporate incorporates by reference the documents set forth below that we have previously been filed with the SEC: • Our our Annual Report on Form 10-K for the fiscal year ended December 31, 2021, filed with the SEC on February 23, 2022. 2018; The information specifically incorporated by reference into our Annual Quarterly Report on Form 10-K from our Definitive Proxy Statement on Schedule 14A, filed with the SEC on April 4, 2022. • Our Quarterly Reports on Form 10-Q for the quarter ended March 31, 2022, filed with the SEC on May 5, 2022, for the quarter ended June 30, 2022, filed with the SEC on August 4, 2022, and for the quarter ended September 30, 2022, filed with the SEC on November 8, 2022. 2019; Our our Current Reports on Form 8-K filed with the SEC on January 714, 20222019; January 16, 2019; January 22, 2019 (other than information furnished under Item 7.01 and exhibits related thereto); February 5, 2019 and March 13, 2022, February 7, 2022, April 1, 2022, May 5, 2022, May 10, 2022, May 13, 2022, May 20, 2022, September 9, 2022, 2019 (other than information furnished under Item 7.01 and September 15, 2022, exhibits related thereto); and our Current Report on Form 8-K/A filed on October 6, 2022. The the description of our Common Stock common stock contained in our registration statement on Form 8-A, A filed with the SEC on November 3March 5, 2014, and any amendment or report as updated by our Current Report on Form 8-K filed with the SEC for on January 6, 2015. Any information in any of the purpose of updating foregoing documents will automatically be deemed to be modified or superseded to the descriptionextent that information in this prospectus or in a later filed document that is incorporated or deemed to be incorporated herein by reference modifies or replaces such information. All reports and other We also incorporate by reference all documents we subsequently file in the future pursuant to Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act (i) after the date of 1934, as amended, the filing of the registration statement of which we refer to as the “Exchange Act” in this prospectus, prospectus is a part and prior to the termination effectiveness of such registration statement or (ii) after the date of this prospectus and until the offering but excluding of the securities made by this prospectus is terminated. These documents include periodic reports, such as Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K (except, in any information furnished to, rather than filed withsuch case, the SECportions furnished and not filed pursuant to Item 2.02, Item 7.01 or otherwise), as well as any proxy statements. We will also be provide to each person, including any beneficial owner, to whom a prospectus is delivered, without charge upon written or oral request, a copy of any or all of the documents that are incorporated by reference into this prospectus and deemed to be part of this prospectus from but not delivered with the date of the filing of prospectus, including exhibits which are specifically incorporated by reference into such reports and documents. You may request a free copy of any of the documents incorporated by reference in this prospectus these filings at no cost, by writing to or telephoning us at the following address: Coherus BioSciencesBio-Path Holdings, Inc. 000 Xxxx Xxxxxxx XxxxxAttention: Secretary 0000 Xxxxxxxx Xxxxxxxxx, Xxxxx 000 Xxxxxxx XxxxBellaire, XX 00000 Texas 77401 (000) 000-0000 Exhibits to the filings will not be sent, however, unless those exhibits have specifically been incorporated by reference in this prospectus or any accompanying prospectus supplement. PROSPECTUS COHERUS BIOSCIENCES, INC. 18 UP TO $150,000,000 7,000,000 SHARES OF COMMON STOCK PREFERRED STOCK DEBT SECURITIES WARRANTS UNITS We may offer and sell up to $150.0 million in the aggregate of the securities identified above from time to time in one or more offerings. This prospectus provides you with a general description of the securities. Each time we offer and sell securities, we will provide a supplement to this prospectus that contains specific information about the offering and the amounts, prices and terms of the securities. The supplement may also add, update or change information contained in this prospectus with respect to that offering. You should carefully read this prospectus and the applicable prospectus supplement before you invest in any of our securities. We may offer and sell the securities described in this prospectus and any prospectus supplement to or through one or more underwriters, dealers and agents, or directly to purchasers, or through a combination of these methods. If any underwriters, dealers or agents are involved in the sale of any of the securities, their names and any applicable purchase price, fee, commission or discount arrangement between or among them will be set forth, or will be calculable from the information set forth, in the applicable prospectus supplement. See the sections of this prospectus entitled “About this Prospectus” and “Plan of Distribution” for more information. No securities may be sold without delivery of this prospectus and the applicable prospectus supplement describing the method and terms of the offering of such securities. INVESTING IN OUR SECURITIES INVOLVES RISKS. SEE THE “RISK FACTORS” ON PAGE 6 OF THIS PROSPECTUS AND ANY SIMILAR SECTION CONTAINED IN THE APPLICABLE PROSPECTUS SUPPLEMENT CONCERNING FACTORS YOU SHOULD CONSIDER BEFORE INVESTING IN OUR SECURITIES. Our common stock is listed on the Nasdaq Global Market under the symbol “CHRS.” On November 16, 2022, the last reported sale price of our common stock on the Nasdaq Global Market was $7.35 per share. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense. The date of this prospectus is November 17, 2022. TABLE OF CONTENTS ABOUT THIS PROSPECTUS 1 WHERE YOU CAN FIND MORE INFORMATION; INCORPORATION BY REFERENCE 3 CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS 2 RISK FACTORS 6 THE COMPANY 5 DESCRIPTION OF CAPITAL STOCK 8 USE OF PROCEEDS 7 DESCRIPTION OF OTHER SECURITIES 18 DESCRIPTION OF DEBT SECURITIES 11 DESCRIPTION OF UNITS 20 DESCRIPTION OF WARRANTS 19 PLAN OF DISTRIBUTION 25 GLOBAL SECURITIES 21 LEGAL MATTERS 27 EXPERTS 27 ABOUT THIS PROSPECTUS This prospectus is part of a registration statement that we filed with the U.S. Securities and Exchange Commission, or the SEC, using a “shelf” registration process. By using a shelf registration statement, we may sell securities from time to time and in one or more offerings up to a total dollar amount of $150.0 million as described in this prospectus. Each time that we offer and sell securities, we will provide a prospectus supplement to this prospectus that contains specific information about the securities being offered and sold and the specific terms of that offering. We may also authorize one or more free writing prospectuses to be provided to you that may contain material information relating to these offerings. The prospectus supplement or free writing prospectus may also add, update or change information contained in this prospectus with respect to that offering. If there is any inconsistency between the information in this prospectus and the applicable prospectus supplement or free writing prospectus, you should rely on the prospectus supplement or free writing prospectus, as applicable. Before purchasing any securities, you should carefully read both this prospectus and the applicable prospectus supplement (and any applicable free writing prospectuses), together with the additional information described under the heading “Where You Can Find More Information; Incorporation by Reference.” We have not authorized anyone to provide you with any information or to make any representations other than those contained in this prospectus, any applicable prospectus supplement or any free writing prospectuses prepared by or on behalf of us or to which we have referred you. We take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. We will not make an offer to sell these securities in any jurisdiction where the offer or sale is not permitted. You should assume that the information appearing in this prospectus and the applicable prospectus supplement to this prospectus is accurate only as of the date on its respective cover, that the information appearing in any applicable free writing prospectus is accurate only as of the date of that free writing prospectus, and that any information incorporated by reference is accurate only as of the date of the document incorporated by reference, unless we indicate otherwise. Our business, financial condition, results of operations and prospects may have changed since those dates. This prospectus incorporates by reference, and any prospectus supplement or free writing prospectus may contain and incorporate by reference, market data and industry statistics and forecasts that are based on independent industry publications and other publicly available information. Although we believe these sources are reliable, we do not guarantee the accuracy or completeness of this information and we have not independently verified this information. In addition, the market and industry data and forecasts that may be included or incorporated by reference in this prospectus, any prospectus supplement or any applicable free writing prospectus may involve estimates, assumptions and other risks and uncertainties and are subject to change based on various factors, including those discussed under the heading “Risk Factors” contained in this prospectus, the applicable prospectus supplement and any applicable free writing prospectus, and under similar headings in other documents that are incorporated by reference into this prospectus. Accordingly, investors should not place undue reliance on this information. When we refer to “Coherus,” “we,” “our,” “us” and the “Company” in this prospectus, we mean Coherus BioSciences, Inc. and its consolidated subsidiaries, unless otherwise specified. When we refer to “you,” we mean the potential holders of the applicable series of securities. Coherus BioSciences®, our logo and our other trade names, trademarks or service marks appearing in this prospectus are the property of Coherus. This prospectus and the documents incorporated by reference herein also include trademarks, tradenames and service marks that are the property of other organizations. Solely for convenience, our trademarks and tradenames referred to in this prospectus appear without the ® and ™ symbols, but those references are not intended to indicate, in any way, that we will not assert, to the fullest extent under applicable law, our rights or the right of the applicable licensor to these trademarks and tradenames.X.X. Xxxxxxxxxx & Co.

Appears in 1 contract

Samples: dnabilize.com

INFORMATION INCORPORATED BY REFERENCE. This prospectus supplement and the accompanying prospectus are part of a registration statement that we have filed with the SEC. The SEC allows us to “incorporate by reference” the information that we file with them it, which means that we can disclose important information to you by referring you to those documents instead of having to repeat the information in this prospectusdocuments. The information incorporated by reference is considered to be part of this prospectus, prospectus supplement and later information that the accompanying prospectus from the date we file with the SEC will automatically update and supersede this informationthat document. We incorporate Any documents filed by reference the documents listed below and any future information filed (rather than furnished) with the SEC us under Sections 13(a), 13(c), 14, 14 or 15(d) of the Exchange Act between with the SEC (including those portions of our Definitive Proxy Statement on Schedule 14A, as filed with the SEC, specifically incorporated by reference in our Annual Report on Form 10-K or amendments thereto); after the date of this prospectus supplement and before the termination date that the offering of shares by means of this offeringprospectus supplement and accompanying prospectus is terminated will automatically update and, providedwhere applicable, however, that we are not incorporating supersede any information furnished under Item 2.02 contained or Item 7.01 of any current report on Form 8-K: This prospectus and any accompanying incorporated by reference in this prospectus supplement and accompanying prospectus. We incorporate by reference into this prospectus supplement and the accompanying prospectus the following documents set forth below that have previously been or information filed with the SEC: • SEC (other than, in each case, documents or information deemed to have been furnished and not filed in accordance with SEC rules): · Our Annual Report on Form 10-K for the year ended December 31, 2021, 2020 filed with the SEC on February 23March 8, 20222021, as amended by Amendment No. • The information 1 to our Annual Report on Form 10-K, as filed with the SEC on March 29, 2021 (including those portions of our Definitive Proxy Statement on Schedule 14A, as filed with the SEC, specifically incorporated by reference into in our Annual Report on Form 10-K from our Definitive Proxy Statement on Schedule 14A, filed with the SEC on April 4, 2022. • Our Quarterly Reports on Form 10-Q for the quarter ended March 31, 2022, filed with the SEC on May 5, 2022, for the quarter ended June 30, 2022, filed with the SEC on August 4, 2022, and for the quarter ended September 30, 2022, filed with the SEC on November 8, 2022. • or amendments thereto); · Our Current Reports on Form 8-K filed with the SEC on January 7February 9, 2022, January 13, 20222021, February 712, 20222021, April 1, 2022, May 5, 2022, May 10, 2022, May 13, 2022, May 20, 2022, September March 9, 20222021 and March 24, 2021; and September 15, 2022, and our Current Report on Form 8-K/A filed on October 6, 2022. • The · the description of our Common Stock capital stock contained in our registration statement Information Statement, filed as Exhibit 99.1 to Amendment No. 4 to our Registration Statement on Form 810 (File No. 001-A36876), filed with the SEC on November 3June 9, 20142015, and including any amendment or report filed with the SEC for the purpose of updating the such description. All reports We will provide without charge to each person, including any beneficial owner, to whom this prospectus supplement and other the accompanying prospectus are delivered, upon his or her written or oral request, a copy of any or all documents we subsequently file pursuant referred to Section 13(a), 13(c), 14 above that have been or 15(d) of the Securities Exchange Act of 1934, as amended, which we refer to as the “Exchange Act” in this prospectus, prior to the termination of this offering but excluding any information furnished to, rather than filed with, the SEC, will also may be incorporated by reference into this prospectus supplement and deemed the accompanying prospectus, excluding exhibits to be part of this prospectus from the date of the filing of such reports and those documents unless they are specifically incorporated by reference into those documents. You may request a free copy of any those documents from us by contacting us at the following address: Xxxxxxx & Xxxxxx Enterprises, Inc. Attention: Corporate Secretary 0000 Xxxx Xxxxxx Xxxxxx Suite 650 Akron, OH 44305 (000) 000-0000 WHERE YOU CAN FIND MORE INFORMATION We are currently subject to the information requirements of the documents Exchange Act, and in accordance therewith file periodic reports, proxy statements and other information with the SEC. Our filings with the SEC are available to the public from the SEC’s website at xxx.xxx.xxx. In addition, our common stock is listed on the NYSE, and our reports and other information can be inspected at the offices of the NYSE, 00 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000. We maintain a website at xxx.xxxxxxx.xxx. The information on our website is not part of or incorporated by reference in this prospectus by writing supplement or telephoning us at the following address: Coherus BioSciencesaccompanying prospectus. Prospectus Xxxxxxx & Xxxxxx Enterprises, Inc. 000 Xxxx Xxxxxxx Xxxxx, Xxxxx 000 Xxxxxxx Xxxx, XX 00000 (000) 000-0000 Exhibits to the filings will not be sent, however, unless those exhibits have specifically been incorporated by reference in this prospectus or any accompanying prospectus supplement. PROSPECTUS COHERUS BIOSCIENCES, INC. $150,000,000 COMMON STOCK PREFERRED STOCK DEBT SECURITIES WARRANTS UNITS Debt Securities We may offer and sell up to $150.0 million in the aggregate of the securities identified above from time to time our debt securities in one or more offeringsofferings with an aggregate initial offering price of $150,000,000 or the equivalent amount in other currencies or currency units. This prospectus provides you with a general description of the securities. Each time we offer and sell securities, we We will provide a supplement to this prospectus that contains the specific information about the offering and the amounts, prices and terms of the securities. The supplement may also add, update securities to be offered in one or change information contained in more supplements to this prospectus with respect to that offeringprospectus. You should carefully read this prospectus and the applicable prospectus supplement carefully before you invest in any of our securities. We This prospectus may not be used to offer and sell the our securities described in this prospectus and any prospectus supplement to or through one or more underwriters, dealers and agents, or directly to purchasers, or through unless accompanied by a combination of these methods. If any underwriters, dealers or agents are involved in the sale of any of the securities, their names and any applicable purchase price, fee, commission or discount arrangement between or among them will be set forth, or will be calculable from the information set forth, in the applicable prospectus supplement. See the sections of this prospectus entitled “About this Prospectus” and “Plan of Distribution” for more information. No securities may be sold without delivery of this prospectus and the applicable prospectus supplement describing the method and terms of the offering of such those securities. INVESTING IN OUR SECURITIES INVOLVES RISKSWe may sell securities directly or to or through underwriters or dealers, and also to other purchasers or through agents. SEE THE “RISK FACTORS” ON PAGE 6 OF THIS PROSPECTUS AND ANY SIMILAR SECTION CONTAINED IN THE APPLICABLE PROSPECTUS SUPPLEMENT CONCERNING FACTORS YOU SHOULD CONSIDER BEFORE INVESTING IN OUR SECURITIESThe names of any underwriters or agents that are included in a sale of securities to you, and any applicable commissions or discounts, will be stated in an accompanying prospectus supplement. Our common stock is listed on the Nasdaq Global Market New York Stock Exchange under the symbol “CHRS.BWand our 8.125% senior notes due 2026 are listed under the New York Stock Exchange under the symbol “BWSN”. None of the other securities that we may offer under this prospectus are currently publicly traded. On November 16March 8, 20222021, the last reported sale closing price of our common stock on the Nasdaq Global Market was $7.35 6.76 per shareshare and the closing price of our 8.125% senior notes due 2026 was $25.64 per Note. Investing in any of our securities involves risk. Please read carefully the section entitled “Risk Factors” beginning on page 4 of this prospectus. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy determined if this prospectus is truthful or accuracy of this prospectuscomplete. Any representation to the contrary is a criminal offense. The date of this prospectus is November 17, 20222021. TABLE OF CONTENTS ABOUT THIS PROSPECTUS Table of Contents Page About This Prospectus 1 WHERE YOU CAN FIND MORE INFORMATION; INCORPORATION BY REFERENCE Where You Can Find More Information 1 Information We Incorporate By Reference 1 Prospectus Summary 3 CAUTIONARY NOTE REGARDING FORWARDRisk Factors 4 Disclosure Regarding Forward-LOOKING STATEMENTS 2 RISK FACTORS Looking Statements 4 Use of Proceeds 5 Description of Capital Stock 6 THE COMPANY 5 DESCRIPTION OF CAPITAL STOCK 8 USE OF PROCEEDS 7 DESCRIPTION OF OTHER SECURITIES 18 DESCRIPTION OF DEBT SECURITIES Description of Debt Securities 11 DESCRIPTION OF UNITS Plan of Distribution 20 DESCRIPTION OF WARRANTS 19 PLAN OF DISTRIBUTION 25 GLOBAL SECURITIES 21 LEGAL MATTERS 27 EXPERTS 27 ABOUT THIS PROSPECTUS Legal Matters 23 Experts 23 About This Prospectus This prospectus is part of a registration statement that we filed with the U.S. Securities and Exchange Commission, or the SEC, using a “shelf” registration process. By using a Under this shelf registration statementprocess, we may sell securities from time to time and sell the securities described in this prospectus in one or more offerings up to a total dollar amount an aggregate initial offering price of $150.0 million as described 150,000,000 or the equivalent amount in this prospectusother currencies or currency units. This prospectus provides you with a general description of the securities we may offer. Each time that we offer and sell securities, we will provide a prospectus supplement to this prospectus that contains will contain specific information about the securities being offered and sold and the specific terms of that offering. We may also authorize one or For a more free writing prospectuses complete understanding of the offering of the securities, you should refer to be provided to you that may contain material information relating to these offeringsthe registration statement of which this prospectus forms a part, including its exhibits. The prospectus supplement or free writing prospectus may also add, update or change information contained in this prospectus with respect to that offeringprospectus. If there is any inconsistency between the information in this prospectus and the applicable prospectus supplement or free writing prospectus, you You should rely on the prospectus supplement or free writing prospectus, as applicable. Before purchasing any securities, you should carefully read both this prospectus and the applicable any prospectus supplement (and any applicable free writing prospectuses), together with the additional information described referenced under the heading headings “Where You Can Find More Information; Incorporation by ” and “Information We Incorporate By Reference.” We have not authorized anyone to provide you with any different information or to make any representations other than those contained in this prospectus, any applicable prospectus supplement or any free writing prospectuses prepared by or on behalf of us or to which we have referred you. We take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. We will not make an offer to sell these securities in any jurisdiction where the offer or sale is not permitted. You should assume that from the information appearing contained or incorporated by reference in this prospectus and the applicable prospectus supplement to this prospectus is accurate only as of the date on its respective cover, that the information appearing in any applicable free writing prospectus is accurate only as of the date of that free writing prospectus, and that any information incorporated by reference is accurate only as of the date of the document incorporated by reference, unless we indicate otherwise. Our business, financial condition, results of operations and prospects may have changed since those dates. This prospectus incorporates by reference, and any prospectus supplement or free writing prospectus that we may contain and incorporate by reference, market data and industry statistics and forecasts provide you. You should not assume that are based on independent industry publications and other publicly available information. Although we believe these sources are reliable, we do not guarantee the accuracy or completeness of this information and we have not independently verified this information. In addition, the market and industry data and forecasts that may be included or incorporated by reference contained in this prospectus, any prospectus supplement supplement, any document incorporated by reference or any applicable free writing prospectus may involve estimatesis accurate as of any date, assumptions and other risks and uncertainties and than the date mentioned on the cover page of these documents. We are subject not making offers to change based on various factorssell the securities in any jurisdiction in which an offer or solicitation is not authorized or in which the person making such offer or solicitation is not qualified to do so or to anyone to whom it is unlawful to make an offer or solicitation. Unless we otherwise state or the context otherwise indicates, including those discussed under the heading “Risk Factors” contained all references in this prospectus, the applicable prospectus supplement and any applicable free writing prospectus, and under similar headings in other documents that are incorporated by reference into this prospectus. Accordingly, investors should not place undue reliance on this information. When we refer to “CoherusB&W,” the “Company,” “weus,” “our,” or usweand the “Company” in this prospectusor similar references, we mean Coherus BioSciencesXxxxxxx & Xxxxxx Enterprises, Inc. and its consolidated subsidiaries, unless otherwise specified. When we refer to “you,” we mean the potential holders of the applicable series of securities. Coherus BioSciences®, our logo and our other trade names, trademarks or service marks appearing in this prospectus are the property of Coherus. This prospectus and the documents incorporated by reference herein also include trademarks, tradenames and service marks that are the property of other organizations. Solely for convenience, our trademarks and tradenames referred to in this prospectus appear without the ® and ™ symbols, but those references are not intended to indicate, in any way, that we will not assert, to the fullest extent under applicable law, our rights or the right of the applicable licensor to these trademarks and tradenames.Inc.

Appears in 1 contract

Samples: d18rn0p25nwr6d.cloudfront.net

INFORMATION INCORPORATED BY REFERENCE. The SEC allows us to incorporate by reference” the reference information we file with them which into this document. This means that we can disclose important information to you by referring you to those documents instead of having to repeat another document filed separately with the information in this prospectusSEC. The information incorporated by reference is considered to be an important part of this prospectus, and later information that we file later with the SEC will automatically update and supersede this information. We incorporate by reference the documents listed below and any future information filed (rather than furnished) filings made with the SEC under Sections 13(a), 13(c), 14, or 15(d) of the Exchange Act between made subsequent to the date of this prospectus and until the termination of the offering of the securities described in this offeringprospectus (other than information in such filings that was “furnished,” under applicable SEC rules, provided, however, that we are not incorporating any information furnished under Item 2.02 or Item 7.01 of any current report on Form 8-K: This prospectus and any accompanying prospectus supplement rather than “filed”). We incorporate by reference the following documents set forth below or information that we have previously been filed with the SEC: • Our Annual Report our annual report on Form 10-K for the year ended December 31, 2021, 2019 filed with the SEC on February 23March 18, 2022. 2020; The information specifically incorporated by reference into our Annual Report on Form 10-K from our Definitive Proxy Statement on Schedule 14A, filed with the SEC on April 4, 2022. • Our Quarterly Reports on Form 10-Q for the quarter ended March 31, 2022, filed with the SEC on May 5, 2022, for the quarter ended June 30, 2022, filed with the SEC on August 4, 2022, and for the quarter ended September 30, 2022, filed with the SEC on November 8, 2022. • Our Current Reports current reports on Form 8-K filed with the SEC on January 7onFebruary 10, 2022, January 13, 20222020, February 718, 20222020, March 18, 2020 and April 13, 20222020 (in each case, May 5except for information contained therein which is furnished rather than filed); • our definitive proxy statement on Schedule 14A filed with the SEC on March 30, 20222020, May 10as amended on April 3, 2022, May 13, 2022, May 20, 2022, September 9, 2022, 2020; and September 15, 2022, and our Current Report on Form 8-K/A filed on October 6, 2022. The the description of our Common Stock common stock contained in our registration statement on Form 8-A, onForm S-8 filed with the SEC on November 3September 10, 20142019, and including any amendment or report filed with the SEC for the purpose of updating the such description. All reports and other documents we subsequently file pursuant to Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended, which we refer to as the “Exchange Act” Any statement contained in this prospectus, prior prospectus or contained in a document incorporated or deemed to the termination of this offering but excluding any information furnished to, rather than filed with, the SEC, will also be incorporated by reference into this prospectus and will be deemed to be part of modified or superseded to the extent that a statement contained in this prospectus from the date of the filing of or any subsequently filed supplement to this prospectus, or document deemed to be incorporated by reference into this prospectus, modifies or supersedes such reports and documents. statement You may request a free copy of any of the documents incorporated by reference in this prospectus these filings at no cost, by writing or telephoning us at the following address: Coherus BioSciencesBrickell Biotech, Inc. 000 Xxxx 0000 Xxxxxxx XxxxxXxxxxx Suite 102 Boulder, Xxxxx 000 Xxxxxxx Xxxx, XX 00000 CO 80301 (000) 000-0000 Exhibits to E-mail: xxxxxxxxxxxxxxxxx@xxxxxxxxxxx.xxx You should rely only on the filings will not be sent, however, unless those exhibits have specifically been information incorporated by reference or provided in this prospectus or in any accompanying prospectus supplement. PROSPECTUS COHERUS BIOSCIENCES, INC. $150,000,000 COMMON STOCK PREFERRED STOCK DEBT SECURITIES WARRANTS UNITS We may offer and sell up to $150.0 million in the aggregate of the securities identified above from time to time in one or more offerings. This prospectus provides you with a general description of the securities. Each time we offer and sell securities, we will provide a supplement to this prospectus that contains specific information about the offering and the amounts, prices and terms of the securities. The supplement may also add, update or change information contained in this prospectus with respect to that offering. You should carefully read this prospectus and the applicable prospectus supplement before you invest in any of our securities. We may offer and sell the securities described in this prospectus and any prospectus supplement to or through one or more underwriters, dealers and agents, or directly to purchasers, or through a combination of these methods. If any underwriters, dealers or agents are involved in the sale of any of the securities, their names and any applicable purchase price, fee, commission or discount arrangement between or among them will be set forth, or will be calculable from the information set forth, in the applicable prospectus supplement. See the sections of this prospectus entitled “About this Prospectus” and “Plan of Distribution” for more information. No securities may be sold without delivery of this prospectus and the applicable prospectus supplement describing the method and terms of the offering of such securities. INVESTING IN OUR SECURITIES INVOLVES RISKS. SEE THE “RISK FACTORS” ON PAGE 6 OF THIS PROSPECTUS AND ANY SIMILAR SECTION CONTAINED IN THE APPLICABLE PROSPECTUS SUPPLEMENT CONCERNING FACTORS YOU SHOULD CONSIDER BEFORE INVESTING IN OUR SECURITIES. Our common stock is listed on the Nasdaq Global Market under the symbol “CHRS.” On November 16, 2022, the last reported sale price of our common stock on the Nasdaq Global Market was $7.35 per share. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense. The date of this prospectus is November 17, 2022. TABLE OF CONTENTS ABOUT THIS PROSPECTUS 1 WHERE YOU CAN FIND MORE INFORMATION; INCORPORATION BY REFERENCE 3 CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS 2 RISK FACTORS 6 THE COMPANY 5 DESCRIPTION OF CAPITAL STOCK 8 USE OF PROCEEDS 7 DESCRIPTION OF OTHER SECURITIES 18 DESCRIPTION OF DEBT SECURITIES 11 DESCRIPTION OF UNITS 20 DESCRIPTION OF WARRANTS 19 PLAN OF DISTRIBUTION 25 GLOBAL SECURITIES 21 LEGAL MATTERS 27 EXPERTS 27 ABOUT THIS PROSPECTUS This prospectus is part of a registration statement that we filed with the U.S. Securities and Exchange Commission, or the SEC, using a “shelf” registration process. By using a shelf registration statement, we may sell securities from time to time and in one or more offerings up to a total dollar amount of $150.0 million as described in this prospectus. Each time that we offer and sell securities, we will provide a prospectus supplement to this prospectus that contains specific information about the securities being offered and sold and the specific terms of that offering. We may also authorize one or more free writing prospectuses to be provided to you that may contain material information relating to these offerings. The prospectus supplement or free writing prospectus may also add, update or change information contained in this prospectus with respect to that offering. If there is any inconsistency between the information in this prospectus and the applicable prospectus supplement or free writing prospectus, you should rely on the prospectus supplement or free writing prospectus, as applicable. Before purchasing any securities, you should carefully read both this prospectus and the applicable prospectus supplement (and any applicable free writing prospectuses), together with the additional information described under the heading “Where You Can Find More Information; Incorporation by Reference.” We have not authorized anyone else to provide you with any information different or to make any representations other than those contained in this prospectus, any applicable prospectus supplement or any free writing prospectuses prepared by or on behalf additional information. An offer of us or to which we have referred you. We take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. We will not make an offer to sell these securities is not being made in any jurisdiction where the offer or sale is not permitted. You should not assume that the information appearing in this prospectus and the applicable or any prospectus supplement to this prospectus is accurate only as of any date other than the date on its respective cover, that the information appearing in any applicable free writing front of those documents. WHERE YOU CAN FIND MORE INFORMATION This prospectus is accurate only as part of a registration statement we filed with the date of that free writing prospectus, and that any information incorporated by reference is accurate only as of the date of the document incorporated by reference, unless we indicate otherwise. Our business, financial condition, results of operations and prospects may have changed since those datesSEC. This prospectus incorporates by reference, does not contain all of the information set forth in the registration statement and any prospectus supplement or free writing prospectus may contain the exhibits to the registration statement. For further information with respect to us and incorporate by reference, market data and industry statistics and forecasts that the securities we are based on independent industry publications and other publicly available information. Although we believe these sources are reliableoffering under this prospectus, we do not guarantee refer you to the accuracy or completeness registration statement and the exhibits and schedules filed as a part of the registration statement. You should rely only on the information contained in this information and we have not independently verified this information. In addition, the market and industry data and forecasts that may be included prospectus or incorporated by reference in this prospectus. We have not authorized anyone else to provide you with different information. We are not making an offer of these securities in any state where the offer is not permitted. You should not assume that the information in this prospectus is accurate as of any date other than the date on the front page of this prospectus, any regardless of the time of delivery of this prospectus supplement or any applicable free writing prospectus may involve estimatessale of the securities offered by this prospectus. We file annual, assumptions quarterly and current reports, proxy statements and other risks information with the SEC. Our SEC filings are available to the public from commercial document retrieval services and uncertainties over the Internet at the SEC’s website at xxxx://xxx.xxx.xxx. Copies of certain information filed by us with the SEC are also available on our website at xxx.xxxxxxxxxxx.xxx. Information contained in or accessible through our website does not constitute a part of this prospectus and are subject to change based on various factors, including those discussed under the heading “Risk Factors” contained is not incorporated by reference in this prospectus, the applicable prospectus supplement and any applicable free writing prospectus, and under similar headings in other documents that are incorporated by reference into this prospectus. Accordingly, investors should not place undue reliance on this information. When we refer to “Coherus,” “we,” “our,” “us” and the “Company” in this prospectus, we mean Coherus BioSciences, Inc. and its consolidated subsidiaries, unless otherwise specified. When we refer to “you,” we mean the potential holders of the applicable series of securities. Coherus BioSciences®, our logo and our other trade names, trademarks or service marks appearing in this prospectus are the property of Coherus. This prospectus and the documents incorporated by reference herein also include trademarks, tradenames and service marks that are the property of other organizations. Solely for convenience, our trademarks and tradenames referred to in this prospectus appear without the ® and ™ symbols, but those references are not intended to indicate, in any way, that we will not assert, to the fullest extent under applicable law, our rights or the right of the applicable licensor to these trademarks and tradenames.

Appears in 1 contract

Samples: ir.frtx.com

INFORMATION INCORPORATED BY REFERENCE. The SEC allows us to incorporate by reference” reference the information we file with them them, which means that we can disclose important information to you by referring you to those documents instead of having to repeat the information in this prospectusdocuments. The information incorporated by reference is considered to be part of this prospectusprospectus supplement, and later information that we file filed with the SEC will automatically update and supersede this information. We incorporate by reference the documents listed below and any future information that we have previously filed (rather than furnished) with the SEC under Sections 13(a)SEC, 13(c), 14, or 15(d) of the Exchange Act between the date of this prospectus and the termination of this offering, provided, however, except that we are not incorporating any information furnished under Item 2.02 or Item 7.01 of any current report our Current Reports on Form 8-K: This prospectus K or any other filing where we indicate that such information is being furnished and any accompanying prospectus supplement incorporate not filed under the Exchange Act, is not deemed to be filed and not incorporated by reference the documents set forth below that have previously been filed with the SECherein: • Our ● our Annual Report on Form 10-K for the year ended December 31, 2021, 2020 as filed with the SEC on February 2311, 2022. • The information specifically incorporated by reference into 2021, and amended on March 10, 2021; ● our Annual Quarterly Report on Form 10-K from our Definitive Proxy Statement on Schedule 14A, filed with the SEC on April 4, 2022. • Our Quarterly Reports on Form 10-Q for the quarter fiscal quarters ended March 31, 2022, 2021 (as filed with the SEC on May 513, 2022, for the quarter ended June 30, 2022, filed with the SEC on August 4, 2022, and for the quarter ended September 30, 2022, filed with the SEC on November 8, 2022. • Our 2021); ● our Current Reports on Form 8-K filed with the SEC on January 714, 20222021, January 1319, 20222021, February 7January 20, 20222021, April January 22, 2021, March 1, 20222021, May 524, 2022, May 10, 2022, May 13, 2022, May 20, 2022, September 9, 20222021, and September 15May 28, 2022, 2021; and our Current Report on Form 8-K/A filed on October 6, 2022. • The ● the description of our Common Stock common stock contained in our the registration statement on Form 8-AA as filed with the SEC on February 28, 2005,as updated by Exhibit 4.1 to our Form 10-K for the year ended 2020, filed with the SEC on November 3February 11, 20142021, and any amendment or report filed amended on March 10, 2021. We also incorporate by reference into this prospectus supplement additional documents that we may file with the SEC for the purpose of updating the description. All reports and other documents we subsequently file pursuant to Section under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended, which we refer to as the “Exchange Act” in this prospectus, prior to the completion or termination of this offering the offering, including all such documents we may file with the SEC after the date of the initial registration statement and prior to the effectiveness of the registration statement, but excluding any information deemed furnished to, rather than and not filed with, with the SEC, will also be . Any statements contained in a previously filed document incorporated by reference into this prospectus and supplement is deemed to be part modified or superseded for purposes of this prospectus from supplement to the date of the filing of such reports and documentsextent that a statement contained in this prospectus supplement, or in a subsequently filed document also incorporated by reference herein, modifies or supersedes that statement. You This prospectus supplement may request a free copy of any contain information that updates, modifies or is contrary to information in one or more of the documents incorporated by reference in this prospectus supplement. You should rely only on the information incorporated by reference or provided in this prospectus supplement. We have not authorized anyone else to provide you with different information. You should not assume that the information in this prospectus supplement is accurate as of any date other than the date of this prospectus supplement or the date of the documents incorporated by reference in this prospectus supplement. We will provide to each person, including any beneficial owner, to whom this prospectus supplement is delivered, upon written or oral request, at no cost to the requester, a copy of any and all of the information that is incorporated by reference in this prospectus supplement. You may request a copy of these filings, at no cost to you, by telephoning us at (000) 000-0000 or by writing or telephoning us at the following address: Coherus BioSciencesInuvo, Inc. 000 Xxxx Xxxxxxxxx Xxxxxxx Xxxxx, Xxxxxxxxx Xxxxx 000 Xxxxxxx XxxxLittle Rock, XX 00000 (000) 000-0000 Exhibits to Arkansas 72201 Attention: Investor Relations You may also access the filings will not be sent, however, unless those exhibits have specifically been documents incorporated by reference in this prospectus supplement through our website at xxx.xxxxx.xxx. The reference to our website is an inactive textual reference only and, except for the specific incorporated documents listed above, no information available on or any through our website shall be deemed to be incorporated in this prospectus supplement, the accompanying prospectus supplementor the registration statement of which it forms a part. S-13 PROSPECTUS COHERUS BIOSCIENCES$75,000,000 Inuvo, INC. $150,000,000 Inc. COMMON STOCK PREFERRED STOCK DEBT SECURITIES WARRANTS UNITS We may offer and sell up to $150.0 million 75,000,000 in the aggregate of any combination of the securities identified above from time to time in one or more offerings. This prospectus provides you with a general description of the securities. Each time we offer and sell securities, we will provide a supplement to this prospectus that contains specific information about the offering and the amounts, prices and terms of the securities. The supplement may also add, update or change information contained in this prospectus with respect to that offering. You should carefully read this prospectus and the applicable prospectus supplement and any related free writing prospectus before you invest in any of our securities. We may offer and sell the securities described in this prospectus and any prospectus supplement to or through one or more underwriters, dealers and agents, or directly to purchasers, or through a combination of these methods. If any underwriters, dealers or agents are involved in the sale of any of the securities, their names and any applicable purchase price, fee, commission or discount arrangement between or among them will be set forth, or will be calculable from the information set forth, in the applicable prospectus supplement. See the sections of this prospectus entitled “About this Prospectus” and “Plan of Distribution” for more information. No securities may be sold without delivery of this prospectus and the applicable prospectus supplement describing the method and terms of the offering of such securities. INVESTING IN OUR SECURITIES INVOLVES RISKS. SEE THE “RISK FACTORS” ON PAGE 6 OF THIS PROSPECTUS AND ANY SIMILAR SECTION CONTAINED IN THE APPLICABLE PROSPECTUS SUPPLEMENT CONCERNING FACTORS YOU SHOULD CONSIDER BEFORE INVESTING IN OUR SECURITIES. Our common stock is listed on the Nasdaq Global Market NYSE American LLC under the symbol “CHRSINUV.” On November 16, 2022, the The last reported sale price of our common stock on the Nasdaq Global Market February 10, 2021 was $7.35 1.84 per share. The aggregate market value of our outstanding common stock held by non-affiliates is $197,790,564.48 based on 118,513,403 shares of common stock outstanding, of which 107,494,872 shares are held by non-affiliates, and a per share value of $1.84 based on the closing price of our common stock on the NYSE American on February 10, 2021. Investing in our securities involves various risks. See the “Risk Factors” section of our filings with the Securities and Exchange Commission and the applicable prospectus supplement. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities securities, or passed upon the adequacy or accuracy of this prospectusprospectus or any accompanying prospectus supplement. Any representation to the contrary is a criminal offense. The date of this prospectus is November 17March 15, 2022. 2021 TABLE OF CONTENTS Page ABOUT THIS PROSPECTUS 1 WHERE YOU CAN FIND MORE INFORMATION; INCORPORATION BY REFERENCE 3 AVAILABLE INFORMATION 3 OUR COMPANY 4 RISK FACTORS 4 CAUTIONARY NOTE REGARDING FORWARD-FORWARD LOOKING STATEMENTS 2 RISK FACTORS 6 THE COMPANY 5 USE OF PROCEEDS 5 DIVIDEND POLICY 5 DESCRIPTION OF CAPITAL STOCK 8 USE 6 DESCRIPTION OF PROCEEDS WARRANTS 7 DESCRIPTION OF OTHER UNITS 8 LEGAL OWNERSHIP OF SECURITIES 18 DESCRIPTION OF DEBT SECURITIES 11 DESCRIPTION OF UNITS 20 DESCRIPTION OF WARRANTS 19 8 PLAN OF DISTRIBUTION 25 GLOBAL SECURITIES 21 11 LEGAL MATTERS 27 12 EXPERTS 27 ABOUT THIS PROSPECTUS This prospectus is part of a registration statement that 12 INFORMATION INCORPORATED BY REFERENCE 12 You should rely only on the information we filed with the U.S. Securities and Exchange Commission, have provided or the SEC, using a “shelf” registration process. By using a shelf registration statement, we may sell securities from time to time and in one or more offerings up to a total dollar amount of $150.0 million as described in this prospectus. Each time that we offer and sell securities, we will provide a prospectus supplement to this prospectus that contains specific information about the securities being offered and sold and the specific terms of that offering. We may also authorize one or more free writing prospectuses to be provided to you that may contain material information relating to these offerings. The prospectus supplement or free writing prospectus may also add, update or change information contained incorporated by reference in this prospectus with respect to that offeringor in any prospectus supplement. If there is any inconsistency between the information in this prospectus and the applicable prospectus supplement or free writing prospectus, you should rely on the prospectus supplement or free writing prospectus, as applicable. Before purchasing any securities, you should carefully read both this prospectus and the applicable prospectus supplement (and any applicable free writing prospectuses), together with the additional information described under the heading “Where You Can Find More Information; Incorporation by Reference.” We have not authorized anyone to provide you with any information different from that contained or to make any representations other than those contained incorporated by reference in this prospectus, prospectus or in any applicable prospectus supplement. This prospectus and any prospectus supplement or any free writing prospectuses prepared by or on behalf of us or to which we have referred you. We take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. We will not make is an offer to sell these only the securities offered hereby, but only under circumstances and in any jurisdiction jurisdictions where the offer or sale it is not permittedlawful to do so. You should assume that the information appearing contained in this prospectus and the applicable in any prospectus supplement to this prospectus is accurate only as of the date on its their respective cover, that the information appearing in any applicable free writing prospectus is accurate only as of the date of that free writing prospectus, dates and that any information we have incorporated by reference is accurate only as of the date of the document incorporated by reference, unless regardless of the time of delivery of this prospectus or any prospective supplement or any sale of securities. The registration statement, including the exhibits and the documents incorporated herein by reference, can be read on the website of the Securities and Exchange Commission, or “SEC,” or on our corporate website at xxx.xxxxx.xxx as set forth in this prospectus under the heading “Available Information.” ABOUT THIS PROSPECTUS This prospectus is part of a registration statement on Form S-3 that we indicate otherwisefiled with the SEC utilizing a “shelf” registration, or continuous offering, process. Our businessUnder the shelf registration process, financial condition, results we may issue and sell any combination of operations and prospects may have changed since those datesthe securities described in this prospectus in one or more offerings with a maximum offering price of up to $75,000,000. This prospectus incorporates by referenceprovides you with a general description of the securities we may offer. Each time we sell securities under this shelf registration, and any we will provide a prospectus supplement that will contain certain specific information about the terms of that offering, including a description of any risks related to the offering, if those terms and risks are not described in this prospectus. A prospectus supplement may also add, update or free writing change information contained in this prospectus. If there is any inconsistency between the information in this prospectus may contain and incorporate the applicable prospectus supplement, you should rely on the information in the prospectus supplement. The registration statement we filed with the SEC includes exhibits that provide more details on the matters discussed in this prospectus. You should read this prospectus and the related exhibits filed with the SEC and the accompanying prospectus supplement together with additional information described under the headings “Available Information” and “Information Incorporated by referenceReference” before investing in any of the securities offered. THIS PROSPECTUS MAY NOT BE USED TO CONSUMMATE A SALE OF SECURITIES UNLESS IT IS ACCOMPANIED BY A PROSPECTUS SUPPLEMENT Neither we, market data and industry statistics and forecasts that are based on independent industry publications and nor any agent, underwriter or dealer has authorized any person to give any information or to make any representation other publicly available information. Although we believe these sources are reliable, we do not guarantee the accuracy or completeness of this information and we have not independently verified this information. In addition, the market and industry data and forecasts that may be included than those contained or incorporated by reference in this prospectus, any applicable prospectus supplement or any applicable related free writing prospectus may involve estimatesprepared by or on behalf of us or to which we have referred you. This prospectus, assumptions and any applicable supplement to this prospectus or any related free writing prospectus does not constitute an offer to sell or the solicitation of an offer to buy any securities other risks and uncertainties and are subject than the registered securities to change based on various factorswhich they relate, including those discussed under nor does this prospectus, any applicable supplement to this prospectus or any related free writing prospectus constitute an offer to sell or the heading “Risk Factors” solicitation of an offer to buy securities in any jurisdiction to any person to whom it is unlawful to make such offer or solicitation in such jurisdiction. You should not assume that the information contained in this prospectus, the any applicable prospectus supplement and or any applicable related free writing prospectus, and under similar headings in other documents prospectus is accurate on any date subsequent to the date set forth on the front of the document or that are any information we have incorporated by reference into this prospectus. Accordinglyis correct on any date subsequent to the date of the document incorporated by reference, investors should not place undue reliance on this information. When we refer to “Coherus,” “we,” “our,” “us” and the “Company” in even though this prospectus, we mean Coherus BioSciencesany applicable prospectus supplement or any related free writing prospectus is delivered, Inc. and its consolidated subsidiariesor securities are sold, unless otherwise specified. When we refer to “you,” we mean the potential holders of the applicable series of securities. Coherus BioSciences®, our logo and our other trade names, trademarks or service marks appearing in this prospectus are the property of Coheruson a later date. This prospectus and contains summaries of certain provisions contained in some of the documents described herein, but reference is made to the actual documents for complete information. All of the summaries are qualified in their entirety by the actual documents. Copies of some of the documents referred to herein have been filed, will be filed or will be incorporated by reference herein also include trademarks, tradenames and service marks that are as exhibits to the property registration statement of other organizations. Solely for convenience, our trademarks and tradenames referred to in which this prospectus appear without is a part, and you may obtain copies of those documents as described below under the ® and ™ symbols, but those references are not intended to indicate, in any way, that we will not assert, to the fullest extent under applicable law, our rights or the right of the applicable licensor to these trademarks and tradenamessection entitled “Available Information.

Appears in 1 contract

Samples: investor.inuvo.com

INFORMATION INCORPORATED BY REFERENCE. The SEC Securities and Exchange Commission allows us Cytogen to "incorporate by reference" the information we file Cytogen files with them the Securities and Exchange Commission, which means that we Cytogen can disclose important information to you by referring you to those documents instead of having to repeat the information in this prospectusdocuments. The information incorporated by reference is considered to be an important part of this prospectus, and later information that we file Cytogen files later with the SEC Securities and Exchange Commission will automatically update and supersede this information. We incorporate Cytogen incorporates by reference the documents listed below and any future information filed (rather than furnished) filings made by Cytogen with the SEC Securities and Exchange Commission under Sections 13(a), 13(c), 14, or 15(d) of the Exchange Act between the date of this prospectus and the termination of this offering, provided, however, that we are not incorporating any information furnished under Item 2.02 or Item 7.01 of any current report on Form 8-K: This prospectus and any accompanying prospectus supplement incorporate by reference the documents set forth below that have previously been filed with the SEC: • Our Annual Report on Form 10-K for the year ended December 31, 2021, filed with the SEC on February 23, 2022. • The information specifically incorporated by reference into our Annual Report on Form 10-K from our Definitive Proxy Statement on Schedule 14A, filed with the SEC on April 4, 2022. • Our Quarterly Reports on Form 10-Q for the quarter ended March 31, 2022, filed with the SEC on May 5, 2022, for the quarter ended June 30, 2022, filed with the SEC on August 4, 2022, and for the quarter ended September 30, 2022, filed with the SEC on November 8, 2022. • Our Current Reports on Form 8-K filed with the SEC on January 7, 2022, January 13, 2022, February 7, 2022, April 1, 2022, May 5, 2022, May 10, 2022, May 13, 2022, May 20, 2022, September 9, 2022, and September 15, 2022, and our Current Report on Form 8-K/A filed on October 6, 2022. • The description of our Common Stock contained in our registration statement on Form 8-A, filed with the SEC on November 3, 2014, and any amendment or report filed with the SEC for the purpose of updating the description. All reports and other documents we subsequently file pursuant to Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended, which we refer to as the “Exchange Act” in this prospectus, prior to the termination of this offering but excluding any information furnished to, rather than filed with, the SEC, will also be incorporated by reference into this prospectus and deemed to be part of this prospectus from the date of until the filing of such a post-effective amendment to this prospectus which indicates that all securities registered have been sold or which deregisters all securities then remaining unsold: o The description of our common stock contained in each of Exhibit 3.1 to our Form 10-Q Quarterly Report for the quarter ended June 30, 2000 and Exhibit 3 to our Form 10-Q Quarterly Report for the quarter ended June 30, 1996; o The description of our Series C Junior Participating Preferred Stock contained in Exhibit 1 to our Current Report on Form 8-K filed with the Securities and Exchange Commission on June 24, 1998; o Cytogen's Annual Report on Form 10-K for the year ended December 31, 2000 filed with the Securities and Exchange Commission on March 30, 2001; o All other reports filed by Cytogen pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, since December 31, 2000; o The description of our common stock contained in our Registration Statement on Form 8-A; and documents. You may request o The description of our preferred stock contained in our Registration Statement on Form 8-A. Cytogen will provide to any person, including any beneficial owner of its securities, to whom this Prospectus is delivered, a free copy of any or all of the documents incorporated by reference in this prospectus by writing or telephoning us at the following address: Coherus BioSciences, Inc. 000 Xxxx Xxxxxxx Xxxxx, Xxxxx 000 Xxxxxxx Xxxx, XX 00000 (000) 000-0000 Exhibits to the filings will not be sent, however, unless those exhibits have specifically information that has been incorporated by reference in this prospectus Prospectus but not delivered with this Prospectus. You may make such requests at no cost to you by writing or telephoning Cytogen at the following address or number: Cytogen Corporation 600 College Road East Princeton, New Xxxxxx 00000 Xxxxxxxxx: Xxxxxxx Xxxxxxx Telephone: (609) 750-8220 You should rely only on the information incorpxxxxxx xx xxxxrence or provided in this Prospectus or any accompanying prospectus supplementProspectus Supplement. PROSPECTUS COHERUS BIOSCIENCES, INC. $150,000,000 COMMON STOCK PREFERRED STOCK DEBT SECURITIES WARRANTS UNITS We may offer and sell up to $150.0 million in the aggregate of the securities identified above from time to time in one or more offerings. This prospectus provides you with a general description of the securities. Each time we offer and sell securities, we will provide a supplement to this prospectus that contains specific information about the offering and the amounts, prices and terms of the securities. The supplement may also add, update or change information contained in this prospectus with respect to that offering. You should carefully read this prospectus and the applicable prospectus supplement before you invest in any of our securities. We may offer and sell the securities described in this prospectus and any prospectus supplement to or through one or more underwriters, dealers and agents, or directly to purchasers, or through a combination of these methods. If any underwriters, dealers or agents are involved in the sale of any of the securities, their names and any applicable purchase price, fee, commission or discount arrangement between or among them will be set forth, or will be calculable from the information set forth, in the applicable prospectus supplement. See the sections of this prospectus entitled “About this Prospectus” and “Plan of Distribution” for more information. No securities may be sold without delivery of this prospectus and the applicable prospectus supplement describing the method and terms of the offering of such securities. INVESTING IN OUR SECURITIES INVOLVES RISKS. SEE THE “RISK FACTORS” ON PAGE 6 OF THIS PROSPECTUS AND ANY SIMILAR SECTION CONTAINED IN THE APPLICABLE PROSPECTUS SUPPLEMENT CONCERNING FACTORS YOU SHOULD CONSIDER BEFORE INVESTING IN OUR SECURITIES. Our common stock is listed on the Nasdaq Global Market under the symbol “CHRS.” On November 16, 2022, the last reported sale price of our common stock on the Nasdaq Global Market was $7.35 per share. Neither the Securities and Exchange Commission nor any state securities commission Cytogen has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense. The date of this prospectus is November 17, 2022. TABLE OF CONTENTS ABOUT THIS PROSPECTUS 1 WHERE YOU CAN FIND MORE INFORMATION; INCORPORATION BY REFERENCE 3 CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS 2 RISK FACTORS 6 THE COMPANY 5 DESCRIPTION OF CAPITAL STOCK 8 USE OF PROCEEDS 7 DESCRIPTION OF OTHER SECURITIES 18 DESCRIPTION OF DEBT SECURITIES 11 DESCRIPTION OF UNITS 20 DESCRIPTION OF WARRANTS 19 PLAN OF DISTRIBUTION 25 GLOBAL SECURITIES 21 LEGAL MATTERS 27 EXPERTS 27 ABOUT THIS PROSPECTUS This prospectus is part of a registration statement that we filed with the U.S. Securities and Exchange Commission, or the SEC, using a “shelf” registration process. By using a shelf registration statement, we may sell securities from time to time and in one or more offerings up to a total dollar amount of $150.0 million as described in this prospectus. Each time that we offer and sell securities, we will provide a prospectus supplement to this prospectus that contains specific information about the securities being offered and sold and the specific terms of that offering. We may also authorize one or more free writing prospectuses to be provided to you that may contain material information relating to these offerings. The prospectus supplement or free writing prospectus may also add, update or change information contained in this prospectus with respect to that offering. If there is any inconsistency between the information in this prospectus and the applicable prospectus supplement or free writing prospectus, you should rely on the prospectus supplement or free writing prospectus, as applicable. Before purchasing any securities, you should carefully read both this prospectus and the applicable prospectus supplement (and any applicable free writing prospectuses), together with the additional information described under the heading “Where You Can Find More Information; Incorporation by Reference.” We have not authorized anyone else to provide you with any information or to make any representations other than those contained in this prospectus, any applicable prospectus supplement or any free writing prospectuses prepared by or on behalf of us or to which we have referred youdifferent information. We take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. We will Cytogen is not make making an offer to sell of these securities in any jurisdiction state where the offer or sale is not permitted. You should not assume that the information appearing in this prospectus and the applicable prospectus supplement to this prospectus Prospectus or any Prospectus Supplement is accurate only as of any date other than the date on its respective cover, that the information appearing in any applicable free writing prospectus is accurate only as front of the date of that free writing prospectus, and that any information incorporated by reference is accurate only as of the date of the document incorporated by reference, unless we indicate otherwise. Our business, financial condition, results of operations and prospects may have changed since those dates. This prospectus incorporates by reference, and any prospectus supplement or free writing prospectus may contain and incorporate by reference, market data and industry statistics and forecasts that are based on independent industry publications and other publicly available information. Although we believe these sources are reliable, we do not guarantee the accuracy or completeness of this information and we have not independently verified this information. In addition, the market and industry data and forecasts that may be included or incorporated by reference in this prospectus, any prospectus supplement or any applicable free writing prospectus may involve estimates, assumptions and other risks and uncertainties and are subject to change based on various factors, including those discussed under the heading “Risk Factors” contained in this prospectus, the applicable prospectus supplement and any applicable free writing prospectus, and under similar headings in other documents that are incorporated by reference into this prospectus. Accordingly, investors should not place undue reliance on this information. When we refer to “Coherus,” “we,” “our,” “us” and the “Company” in this prospectus, we mean Coherus BioSciences, Inc. and its consolidated subsidiaries, unless otherwise specified. When we refer to “you,” we mean the potential holders of the applicable series of securities. Coherus BioSciences®, our logo and our other trade names, trademarks or service marks appearing in this prospectus are the property of Coherus. This prospectus and the documents incorporated by reference herein also include trademarks, tradenames and service marks that are the property of other organizations. Solely for convenience, our trademarks and tradenames referred to in this prospectus appear without the ® and ™ symbols, but those references are not intended to indicate, in any way, that we will not assert, to the fullest extent under applicable law, our rights or the right of the applicable licensor to these trademarks and tradenamesdocuments.

Appears in 1 contract

Samples: Cytogen Corporation Share Purchase Agreement (Cytogen Corp)

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