Registration No. 333-

As filed with the Securities and Exchange Commission on January 18, 2023

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8 

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Coherus BioSciences, Inc.

(Exact name of registrant as specified in its charter)

Delaware	2836	27-3615821
(State or other jurisdiction of incorporation or organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification Number)

333 Twin Dolphin Drive, Suite 600

Redwood City, CA 94065

(650) 649-3530

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Coherus BioSciences, Inc. 2014 Equity Incentive Award Plan

(Full Title of the Plan)

Dennis M. Lanfear

President and Chief Executive Officer

Coherus BioSciences, Inc.

333 Twin Dolphin Drive, Suite 600

Redwood City, CA 94065

(650) 649-3530

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Benjamin A. Potter, Esq. Phillip S. Stoup, Esq. Latham & Watkins LLP 140 Scott Drive, Menlo Park, CA 94025 (650) 328-4600 McDavid Stilwell Chief Financial Officer 333 Twin Dolphin Drive, Suite 600 Redwood City, CA 94065 (650) 649-3530

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	¨	Accelerated filer	x
Non-accelerated filer	¨	Smaller reporting company	¨
		Emerging growth company	¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

EXPLANATORY NOTE

This Registration Statement on Form S-8 is being filed for the purpose of registering an additional 3,154,060 shares of the Registrant’s common stock issuable under the Registrant’s 2014 Equity Incentive Award Plan (the “Plan”) for which Registration Statements of the Registrant on Form S-8 (File Nos. 333-200593, 333-203356, 333-209936, 333-216679, 333-222700, 333-229480, 333-236068, 333-251876 and 333-262134) are effective, as a result of the operation of an automatic annual increase provision in such Plan.

INCORPORATION BY REFERENCE OF CONTENTS OF REGISTRATION STATEMENT ON FORM S-8 

Pursuant to Instruction E of Form S-8, the contents of the Registration Statements on Form S-8 filed with the Securities and Exchange Commission on November 25, 2014 (File No. 333-200593), April 10, 2015 (File No. 333-203356), March 4, 2016 (File No. 333-209936), March 14, 2017 (File No. 333-216679), January 25, 2018 (File No. 333-222700), February 1, 2019 (File No. 333-229480), January 24, 2020 (File No. 333-236068), January 4, 2021 (File No. 333-251876) and January 13, 2022 (File No. 333-262134) are incorporated by reference herein.

EXHIBIT INDEX

		Incorporated by Reference
Exhibit Number	Description	Form		Exhibit			Date Filed		Filed Herewith
4.1	Amended and Restated Certificate of Incorporation of Coherus BioSciences, Inc.		8-K		3.1			11/13/2014
4.2	Amended and Restated Bylaws of Coherus BioSciences, Inc.		8-K		3.1			11/18/2020
4.3	Specimen Common Stock Certificate.		S-1/A		4.2			10/24/2014
5.1	Opinion of Latham & Watkins LLP.									X
23.1	Consent of Latham & Watkins LLP (included in Exhibit 5.1).									X
23.2	Consent of Independent Registered Public Accounting Firm.									X
24.1	Power of Attorney (included in the signature page to this registration statement).									X
99.1(a)#	Coherus BioSciences, Inc. 2014 Equity Incentive Award Plan.		S-1/A		10.11			10/24/2014
99.1(b)#	Form of Stock Option Grant Notice and Stock Option Agreement under the 2014 Equity Incentive Award Plan.		S-1/A		10.11	(b)		11/4/2014
99.1(c)#	Form of Restricted Stock Award Grant Notice and Restricted Stock Award Agreement under the 2014 Equity Incentive Award Plan.		S-1/A		10.11	(c)		11/4/2014
99.1(d)#	Form of Restricted Stock Unit Award Grant Notice and Restricted Stock Unit Award Agreement under the 2014 Equity Incentive Award Plan.		S-1/A		10.11	(d)		11/4/2014
107	Filing Fee Table.									X

# Indicates management contract or compensatory plan.

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Redwood City, California, on January 18, 2023.

COHERUS BIOSCIENCES, INC.
By:	/s/ Dennis M. Lanfear
	Dennis M. Lanfear
	President and Chief Executive Officer

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below does hereby constitute and appoint Dennis M. Lanfear and McDavid Stilwell, and each of them, with full power of substitution and full power to act without the other, his or her true and lawful attorney-in-fact and agent to act for him or her in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file this Registration Statement, with all exhibits thereto, and other documents in connection therewith, with the Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in order to effectuate the same as fully, to all intents and purposes, as they or he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities and on the date indicated.

Signature	Title		Date
/s/ Dennis M. Lanfear Dennis M. Lanfear	Chairman, President and Chief Executive Officer (Principal Executive Officer)		January 18, 2023
/s/ McDavid Stilwell McDavid Stilwell	Chief Financial Officer (Principal Financial Officer)		January 18, 2023
/s/ Bryan McMichael Bryan McMichael		Senior Vice President, Accounting and Corporate Controller (Principal Accounting Officer)	January 18, 2023
/s/ Lee N. Newcomer Lee N. Newcomer		Director	January 18, 2023
/s/ Ali J. Satvat Ali J. Satvat		Director	January 18, 2023
/s/ Mark D. Stolper Mark D. Stolper		Director	January 18, 2023
/s/ Kimberly J. Tzoumakas Kimberly J. Tzoumakas		Director	January 18, 2023
/s/ Mats Wahlström Mats Wahlström		Director	January 18, 2023
/s/ Charles Newton Charles Newton		Director	January 18, 2023
/s/ Jill O’Donnell-Tormey Jill O’Donnell-Tormey		Director	January 18, 2023