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. The information incorporated by reference is considered to be part of this prospectusEnterprise Parent files annual, quarterly and current reports, and later other information that we file with the SEC will automatically update Commission under the Exchange Act (Commission File No. 1-14323). You may read and supersede this informationcopy any document Enterprise Parent files at the Commission’s public reference room at 100 X Xxxxxx, X.X., Xxxxxxxxxx, X.X. 00000. We incorporate Please call the Commission at 1-800-732-0330 for further information on the public reference room. Enterprise Parent’s filings are also available to the public at the Commission’s web site at hxxx://xxx.xxx.xxx. In addition, documents filed by Enterprise Parent can be inspected at the offices of the New York Stock Exchange, Inc. 20 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000. Enterprise Parent hereby incorporates by reference the documents listed below and any future information filed (rather than furnished) filings it makes with the SEC 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 section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 19341934 until this offering is completed (other than information furnished under Items 2.02 or 7.01 of any Form 8-K, which is not deemed filed under the Exchange Act): • Annual Report on Form 10-K for the year ended December 31, 2005; • Quarterly Reports on Form 10-Q for the periods ended March 31, 2006 and June 30, 2006; and • Current Reports on Form 8-K filed with the Commission on February 16, 2006, February 17, 2006, February 27, 2006, March 3, 2006, June 26, 2006, June 26, 2006, July 13, 2006, July 19, 2006, August 14, 2006, August 25, 2006 and September 8, 2006. FORWARD-LOOKING STATEMENTS This document and some of the documents we have incorporated herein by reference contain various forward-looking statements and information that are based on our beliefs and those of our general partner, as amendedwell as assumptions made by and information currently available to us. These forward- looking statements are identified as any statement that does not relate strictly to historical or current facts. When used in this document or the documents we have incorporated herein by reference, which words such as “anticipate,” “project,” “expect,” “plan,” “goal,” “forecast,” “intend,” “could,” “believe,” “may,” and similar expressions and statements regarding our plans and objectives for future operations, are intended to identify forward-looking statements. Although we refer and our general partner believe that such expectations reflected in such forward-looking statements are reasonable, neither we nor our general partner can give assurances that such expectations will prove to as be correct. Such statements are subject to a variety of risks, uncertainties and assumptions. If one or more of these risks or uncertainties materialize, or if underlying assumptions prove incorrect, our actual results may vary materially from those anticipated, estimated, projected or expected. Among the key risk factors that may have a direct bearing on our results of operations and financial condition are: • fluctuations in oil, natural gas and NGL prices and production due to weather and other natural and economic forces; • a reduction in demand for our products by the petrochemical, refining or heating industries; • the effects of our debt level on our future financial and operating flexibility; • a decline in the volumes of NGLs delivered by our facilities; • the failure of our credit risk management efforts to adequately protect us against customer non-payment; • terrorist attacks aimed at our facilities; and • our failure to successfully integrate our operations with assets or companies we acquire. You should not put undue reliance on any forward-looking statements. When considering forward-looking statements, please review the risk factors described under Exchange ActRisk Factors” in this prospectus, prior to document and in 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 accompanying prospectus and deemed to be part of this prospectus from in Enterprise Parent’s Annual Report on Form 10-K for 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 BioSciencesyear ended December 31, Inc. 000 Xxxx Xxxxxxx Xxxxx2005, 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 which was filed 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 prospectuson February 27, 2006. Any representation to the contrary is a criminal offense. APPENDIX B CAPITALIZATION 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 following table sets forth Enterprise Parent’s capitalization as of the date June 30, 2006: • on its respective cover, that the information appearing in any applicable free writing prospectus is accurate only a consolidated historical basis; and • on an 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 adjusted basis 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.give effect to:

Appears in 1 contract

Samples: Enterprise Products Partners L P

INFORMATION INCORPORATED BY REFERENCE. The SEC allows us to In this document, we “incorporate by reference” the certain information we file with them the SEC, 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 prospectusthat information. The information incorporated by reference is considered to be a part of this prospectusprospectus supplement. Any statement contained in a document incorporated by reference herein shall be deemed to be modified or superseded for all purposes to the extent that a statement contained in this prospectus supplement or in any other subsequently filed document that is also incorporated or deemed to be incorporated by reference, and later information that we file with the SEC will automatically update and supersede modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this informationprospectus supplement. We incorporate by reference the documents listed below (other than, in each case, documents or information deemed to be furnished and any future information not filed (rather than furnished) in accordance 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: • rules): ● Our Annual Report on Form 10-K for the year ended December 31, 20212019, 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 March 4, 2022. • 2020; ● Our Quarterly Reports on Form 10-Q for the quarter quarters ended March 31, 20222020, June 30, 2020 and September 30, 2020, filed with the SEC on May 515, 20222020, for the quarter ended June 30August 14, 20222020 and November 10, filed with the SEC on August 4, 2022, and for the quarter ended September 30, 2022, filed with the SEC on November 8, 2022. • 2020; ● 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 February 7, 2020, March 13, 2020, April 15, 2020, May 4, 2020, May 8, 2020, May 29, 2020, June 5, July 10, 2020, July 22, 2020, July 27, 2020, August 14, 2020, August 18, 2020, August 20, 2020, August 24, 2020, September 11, 2020, September 28, 2020, October 6, 2020, November 310, 20142020, November 19, 2020, November 20, 2020, November 24, 2020, December 28, 2020, December 29, 2020, January 7, 2021, January 14, 2021 and February 1, 2021. We hereby undertake to provide without charge to each person, including any amendment or report filed with the SEC for the purpose of updating the description. All reports and other documents we subsequently file pursuant beneficial owner, 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 whom a copy of this prospectus from the date supplement is delivered, upon written or oral request of the filing of any such reports and documents. You may request person, a free copy of any and all of the documents information that has been or may be incorporated by reference in this prospectus supplement, including any exhibits that are specifically incorporated by writing or telephoning us at the following addressreference in such documents. Requests for such copies should be directed as follows: Coherus BioSciencesOragenics, Inc. 000 Xxxx Xxxxxxx Inc., 0000 Xxxxxxxxxx Xxxxxxxxx, Xxxxx 000, Xxxxx, Xxxxx 000 Xxxxxxx Xxxx00000, XX 00000 Attention: Investor Relations, Phone: (000) 000-0000 Exhibits PROSPECTUS $50,000,000 Common Stock Warrants Units From time to the filings will not be senttime, howeverwe may offer, 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 issue and sell up to $150.0 million in the aggregate 50,000,000 of any combination of the securities identified above from time to time described in one this prospectus. We may also offer securities as may be issuable upon conversion, redemption, repurchase, exchange or more offeringsexercise of any securities registered hereunder, including any applicable antidilution provisions. This prospectus provides you with a general description of the securitiessecurities we may offer. Each time we offer and sell securities, we will provide a supplement the specific terms of these offerings and securities in one or more supplements to this prospectus that contains specific information about the offering and the amounts, prices and terms of the securitiesprospectus. We may also authorize one or more free writing prospectuses to be provided to you in connection with these offerings. The prospectus supplement and any related free writing prospectus may also add, update or change information contained in this prospectus with respect to that offeringprospectus. You should carefully read this prospectus and prospectus, 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 underwritersrelated free writing prospectus, dealers and agentsas well as any documents incorporated by reference, or directly to purchasers, or through a combination of these methods. If any underwriters, dealers or agents are involved in the sale of before buying 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 SECURITIESbeing offered. Our common stock is listed on the Nasdaq Global Market NYSE American under the symbol “CHRSOGEN.” On November 16, 2022, the The last reported sale price of our common stock on the Nasdaq Global Market December 27, 2019 was $7.35 0.527 per share. The applicable prospectus supplement will contain information, where applicable, as to any other listing, if any, on the NYSE American or any securities market or other exchange of the securities covered by the applicable prospectus supplement. As of December 27, 2019, the aggregate market value of our outstanding common stock held by non-affiliates, or the public float, was approximately $27,351,030, which was calculated based on 44,114,566 shares of our outstanding common stock held by non-affiliates and on a price of $0.62 per share, the last reported sale price for our common stock on November 29, 2019. Pursuant to General Instruction I.B.6 of Form S-3, in no event will we sell our securities in a public primary offering with a value exceeding one- third of our public float in any 12-month period unless our public float subsequently rises to $75.0 million or more. Investing in our securities involves a high degree of risk. You should review carefully the risks and uncertainties described under the heading “Risk Factors” contained in the applicable prospectus supplement and any related free writing prospectus, and under similar headings in the other documents that are incorporated by reference into this prospectus. This prospectus may not be used to consummate a sale of any securities unless accompanied by a prospectus supplement. The securities may be sold directly by us to investors, through agents designated from time to time or to or through underwriters or dealers, on a continuous or delayed basis. For additional information on the methods of sale, you should refer to the section entitled “Plan of Distribution” in this prospectus and in the applicable prospectus supplement. If any agents or underwriters are involved in the sale of any securities with respect to which this prospectus is being delivered, the names of such agents or underwriters and any applicable fees, commissions, discounts and over-allotment options will be set forth in a prospectus supplement. The price to the public of such securities and the net proceeds that we expect to receive from such sale will also be set forth in a prospectus supplement. 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 17January 13, 20222020. TABLE OF CONTENTS Page ABOUT THIS PROSPECTUS 1 WHERE YOU CAN FIND MORE INFORMATION; INCORPORATION BY REFERENCE 3 CAUTIONARY PROSPECTUS SUMMARY 2 SECURITIES WE MAY OFFER 6 RISK FACTORS 7 SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS 2 RISK FACTORS 6 THE COMPANY 5 8 USE OF PROCEEDS 9 DIVIDEND POLICY 9 DESCRIPTION OF CAPITAL STOCK 8 USE OF PROCEEDS 7 DESCRIPTION OF OTHER SECURITIES 18 DESCRIPTION OF DEBT SECURITIES 11 DESCRIPTION OF UNITS 20 10 DESCRIPTION OF WARRANTS 19 DESCRIPTION OF UNITS 21 LEGAL OWNERSHIP OF SECURITIES 22 PLAN OF DISTRIBUTION 25 GLOBAL SECURITIES 21 LEGAL MATTERS 27 28 EXPERTS 27 28 WHERE YOU CAN FIND MORE INFORMATION 28 INCORPORATION OF CERTAIN INFORMATION BY REFERENCE 29 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 utilizing a “shelf” registration process. By using a Under this shelf registration statement, we may sell securities may, from time to time and time, sell any combination of the securities referred to herein in one or more offerings for total gross proceeds of up to $50,000,000. This prospectus provides you with a total dollar general description of the securities we may offer. Until such time, if ever, as we are eligible to use General Instruction I.B.1. of Form S-3, pursuant to General Instruction I.B.6. of Form S-3, we are permitted to use the registration statement of which this prospectus forms a part to sell, via a primary offering, a maximum amount of $150.0 million as described securities equal to one-third of the aggregate market value of our outstanding voting and non-voting common equity held by non-affiliates of our company in this prospectusany twelve month period. Each time that we offer and sell securitiesa type or series of securities under this prospectus, we will provide a prospectus supplement to this prospectus that contains will contain more specific information about the securities being offered and sold and the specific terms of that offeringthe offered securities. We also may also authorize one or more free writing prospectuses to be provided to you that may contain material information relating to these offerings. The This prospectus, together with applicable prospectus supplement or supplements and any related free writing prospectus prospectuses, includes all material information relating to these offerings. We also may also add, update or change change, in the prospectus supplement and in any related free writing prospectus that we may authorize to be provided to you, any of the information contained in this prospectus with respect or in the documents that we have incorporated by reference into this prospectus. We urge you to that offering. If there is 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 incorporated herein by reference as described under the heading section entitled “Where You Can Find More Additional Information; ” and “Incorporation of Certain Information by Reference.in this prospectus, before buying any of the securities being offered. 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 that we have provided or incorporated by reference in this prospectus, any applicable prospectus supplement and any related free writing prospectus that we may authorize to be provided to you. We have not authorized anyone any other person to provide you with different or additional 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, any applicable prospectus supplement or any related free writing prospectuses prepared by or on behalf of us or prospectus that we may authorize to which we have referred be provided to you. We take no responsibility for, and can provide no assurance as to the reliability ofYou must not rely on any unauthorized information or representation. This prospectus, any other information that others may give you. We will applicable supplement to this prospectus or any related free writing prospectus 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, any applicable supplement to this prospectus or any related free writing 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 not assume that the information appearing in this prospectus and the prospectus, any applicable prospectus supplement to this prospectus is accurate only as of the date on its respective cover, that the information appearing in or any applicable related free writing prospectus is accurate only as on any date subsequent to the date on the 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 otherwiseregardless of the time of delivery of this prospectus, any applicable prospectus supplement or any related free writing prospectus or any sale of a security. Our business, financial condition, results of operations and prospects prospectus may have changed since those dates. This prospectus contains and incorporates by referencereference market data, and any prospectus supplement or free writing prospectus may contain and incorporate by reference, market data and industry statistics and forecasts other data that are based on independent industry publications and other publicly have been obtained from, or compiled from, information made available informationby third parties. Although we believe these sources are reliable, we do not guarantee the accuracy or completeness of this information and we We have not independently verified this informationtheir data. In additionThis prospectus and the information incorporated herein by reference include trademarks, the market service marks and industry data trade names owned by us or other companies. All trademarks, service marks and forecasts that may be trade names 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 any applicable series of securities. Coherus BioSciences®, our logo and our other trade names, trademarks prospectus supplement or service marks appearing in this any related free writing prospectus are the property of Coherustheir respective owners. 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 ® section entitled “Where You Can Find Additional Information” 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 “Incorporation of the applicable licensor to these trademarks and tradenamesCertain Information by Reference.

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Samples: ir.oragenics.com

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INFORMATION INCORPORATED BY REFERENCE. The SEC allows us to incorporate by reference” reference into this prospectus supplement the information contained in other documents we file with them the SEC, which means that we can disclose important information to you by referring you to those documents instead of having documents. Any statement contained in any document incorporated or deemed to repeat the information in this prospectus. The information be incorporated by reference is considered herein shall be deemed to be modified or superseded, for purposes of this prospectus supplement, to the extent that a statement contained in or omitted from this prospectus supplement, or in any other subsequently filed document that also is or is deemed to be incorporated by reference herein, modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this prospectus, and later information that we file with the SEC will automatically update and supersede this informationprospectus supplement. 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 which have previously been filed with the SECby us: • Our Annual Report on Form 10-K for the year ended December 31, 20212020 filed on March 18, 2021 (and any portions of our Definitive Proxy Statement on Schedule 14A filed with the SEC on February 23April 15, 2022. • The information specifically 2021 that are incorporated by reference into our Annual Report on Form 10-K from our Definitive Proxy Statement on Schedule 14Afor the year ended December 31, filed with the SEC on April 4, 2022. 2020); • Our Quarterly Reports on Form 10-Q for the quarter quarters ended March 31, 20222021, June 30, 2021, and September 30, 2021 filed with the SEC on May 513, 20222021, for the quarter ended June 30August 12, 2022, filed with the SEC on August 4, 20222021, and for the quarter ended September 30November 10, 2022, filed with the SEC on November 8, 2022. 2021 respectively; • Our Current Reports on Form 8-K filed with the SEC on January 7February 25, 20222021, January 13June 2, 20222021, February 7June 14, 20222021, April June 16, 2021, June 30, 2021, August 23, 2021, September 1, 20222021, 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. 2021, October 26, 2021, October 27, 2021, November 4, 2021, and November 9, 2021; • The description of our Common Stock common stock contained in our registration statement on Form 8-A, A (File No. 001-39334) filed with the SEC on November 3June 16, 20142020, 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 with the SEC 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 except as to any portion of any report or document that is not deemed filed under such provisions on or after the termination date of this offering but excluding any information furnished toprospectus supplement until the earlier of the date on which all of the securities registered hereunder have been sold or the registration statement of which this prospectus supplement is a part has been withdrawn, rather than filed with, the SEC, will also shall be deemed incorporated by reference into in this prospectus supplement and deemed to be a part of this prospectus supplement from the date of the filing of such reports and those documents. You may request Nothing in this prospectus supplement shall be deemed to incorporate information furnished but not filed with the SEC pursuant to Item 2.02 or 7.01 of Form 8-K. Upon written or oral request, we will provide without charge to each person, including any beneficial owner, to whom a free copy of any the prospectus supplement is delivered a copy of the documents incorporated by reference in this prospectus herein (other than exhibits to such documents unless such exhibits are specifically incorporated by reference herein). You may request a copy of these filings, at no cost, by writing or telephoning us at the following address: Coherus BioSciencesProgenity, Inc. 000 Xxxx Inc., 0000 Xx Xxxxx Xxxxxxx Xxxxx, Xxxxx 000 Xxxxxxx Xxxx000, XX 00000 Xxx Xxxxx, Xxxxxxxxxx 00000, Attention: Investor Relations, telephone: (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 securities0000. We may offer and sell the securities described in this prospectus and any prospectus supplement to or through have authorized no 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 that differs from that contained in this prospectusprospectus supplement. Accordingly, you should not rely on 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 permittedcontained in this prospectus supplement. You should not assume that the information appearing in this prospectus and the applicable prospectus supplement to this prospectus is accurate only as of the any 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 other than 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 front cover of this information and we have not independently verified this informationprospectus supplement. 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.PROSPECTUS

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Samples: investors.progenity.com

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