tm263459-1_424b5 - none

424B5 1 tm263459-1_424b5.htm 424B5 tm263459-1_424b5 - none - 4.7757031s

Filed Pursuant to Rule 424(b)(5)

Registration No. 333-291520

PROSPECTUS SUPPLEMENT
(To Prospectus dated December 8, 2025)

Up to $64,880,054

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Common Stock

We previously entered into a sales agreement with Cowen and Company, LLC, dated as of November 8, 2022 and as amended on May 15, 2023 and September 11, 2023, which was assigned to TD Securities (USA) LLC, or TD Cowen, relating to shares of our common stock, $0.0001 par value per share, offered by this prospectus supplement and the accompanying prospectus. The amendment to the sales agreement, dated May 15, 2023, or Amendment No. 1, reduced the aggregate offering price under the sales agreement from $150,000,000 to $63,750,000. The second amendment to the Sales Agreement, or Amendment No. 2, dated September 11, 2023, increased the aggregate offering price under the sales agreement from $63,750,000 to $92,500,000. Through the date of this prospectus supplement, we have issued 5,126,650 shares of common stock pursuant to the sales agreement for gross proceeds of $27,619,946. As of the date of this prospectus supplement, $64,880,054 of shares of common stock remains available for sale under the sales agreement.

Our common stock is listed on the Nasdaq Global Market under the symbol “CHRS.” On January 22, 2026, the last reported sale price of our common stock on the Nasdaq Global Market was $1.59 per share.

Subject to the terms and conditions of the sales agreement, TD Cowen may sell the common stock by any methods deemed to be an “at the market” offering as defined in Rule 415 promulgated under the Securities Act of 1933, as amended, or the Securities Act, including sales made directly on the Nasdaq Global Market, or as otherwise agreed upon by TD Cowen and us. TD Cowen is not required to sell any specific amount of securities, but will act as sales agent using its commercially reasonable efforts consistent with its normal trading and sales practices, on mutually agreed terms between TD Cowen and us. There is no arrangement for funds to be received in any escrow, trust or similar arrangement.

The compensation to TD Cowen for sales of common stock sold pursuant to the sales agreement will be an amount up to 3.0% of the gross proceeds of any shares of common stock sold under the sales agreement. In connection with the sale of the common stock on our behalf, TD Cowen will be deemed to be an “underwriter” within the meaning of the Securities Act and the compensation of TD Cowen will be deemed to be underwriting commissions or discounts. We have agreed to reimburse TD Cowen for certain of its out-of-pocket expenses. We have also agreed to provide indemnification and contribution to TD Cowen with respect to certain liabilities, including liabilities under the Securities Act or the Securities Exchange Act of 1934, as amended, or the Exchange Act.

Investing in our common stock involves a high degree of risk. Before making an investment decision, please read the information under “Risk Factors” beginning on page S-6 of this prospectus supplement and in the documents incorporated by reference into this prospectus supplement.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus supplement is truthful or complete. Any representation to the contrary is a criminal offense.

TD Cowen

The date of this prospectus supplement is January 23, 2026.

	ABOUT THIS PROSPECTUS SUPPLEMENT					S-1
	PROSPECTUS SUPPLEMENT SUMMARY					S-3
	RISK FACTORS					S-6
	CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS					S-8
	USE OF PROCEEDS					S-10
	PLAN OF DISTRIBUTION					S-11
	LEGAL MATTERS					S-12
	EXPERTS					S-12
	WHERE YOU CAN FIND MORE INFORMATION					S-13
	INFORMATION INCORPORATED BY REFERENCE					S-13

	ABOUT THIS PROSPECTUS					1
	CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS					2
	WHERE YOU CAN FIND MORE INFORMATION; INCORPORATION BY REFERENCE					4
	THE COMPANY					6
	RISK FACTORS					7
	USE OF PROCEEDS					8
	DESCRIPTION OF CAPITAL STOCK					9
	DESCRIPTION OF DEBT SECURITIES					13
	DESCRIPTION OF WARRANTS					20
	DESCRIPTION OF UNITS					21
	GLOBAL SECURITIES					22
	PLAN OF DISTRIBUTION					26
	LEGAL MATTERS					28
	EXPERTS					29

SEC Form 424B5 filed by Coherus Oncology Inc.