Common use of Unaudited Pro Forma Condensed Combined Financial Information Clause in Contracts

Unaudited Pro Forma Condensed Combined Financial Information. Preferred Stock Offering (continued) Underwriters pursuant to their overallotment option granted to the Underwriters under the terms of the Underwriting Agreement. The Shares were offered and sold by the Company pursuant to the terms of the Underwriting Agreement and registered pursuant to the Company’s registration statement on (i) Form S-1, as amended, which was filed with the Securities and Exchange Commission and declared effective by the Commission on July 12, 2021 and (ii) the Company’s registration statement on Form S-1MEF, which was filed with the Commission on July 13, 2021 and declared effective upon filing. The closing of the offering for the Shares took place on July 16, 2021. The Shares have been approved for listing on Nasdaq under the trading symbol “AUVIP” and trading on Nasdaq began on July 14, 2021. On July 29, 2021, the Company issued a press release announcing that in connection with its previously announced public offering of its 10.5% Series A Cumulative Perpetual Preferred Stock, par value $0.0001 per share, it had closed the exercise of the underwriter’s overallotment option of 72,000 shares at $25.00 per share. Aggregate gross proceeds including the exercise of the underwriter's overallotment option was $12,272,440 after deducting underwriting discounts and commissions and fees and other estimated offering expenses. Pro forma Information The following unaudited pro forma condensed combined balance sheet of the Company as of June 30, 2021 gives effect to the KES Agreement and the XXX Agreement as if they had occurred on June 30, 2021. The following unaudited pro forma condensed combined statements of operations for the year ended December 31, 2020 and the six months ended June 30, 2021 give effect to the KES Agreement, the XXX Agreement and the Akida Agreement as if they had occurred on January 1, 2020. The historical financial information is based on the Company’s audited and unaudited interim consolidated financial statements, XXX and XXX audited and unaudited interim combined financial statements, XXX’s audited and unaudited interim financial statements and Xxxxx’s audited and unaudited interim financial statements. The unaudited pro forma condensed combined financial statements reflect management’s preliminary estimates of fair value of purchase price consideration and the fair values of tangible and intangible assets acquired and liabilities assumed in the acquisitions, with the remaining estimated purchase consideration recorded as goodwill. Independent valuation specialists have conducted analysis to assist management of the Company in determining the fair value of the assets acquired and liabilities assumed. the Company’s management is responsible for these third-party valuations. Since these unaudited pro forma condensed combined financial statements have been prepared based on preliminary estimates of the fair value of purchase consideration and fair values of assets acquired and liabilities assumed, the actual amounts to be reported in future filings may differ materially from the amounts used in the pro forma condensed combined financial statements. Applied UV, Inc.

Unaudited Pro Forma Condensed Combined Financial Information. Preferred Stock Offering (continued) Underwriters pursuant to their overallotment option granted to the Underwriters under the terms of the Underwriting Agreement. The Shares were offered and sold by the Company pursuant to the terms of the Underwriting Agreement and registered pursuant to the Company’s registration statement on (i) Form S-1, as amended, which was filed with the Securities and Exchange Commission and declared effective by the Commission on July 12, 2021 and (ii) the Company’s registration statement on Form S-1MEF, which was filed with the Commission on July 13, 2021 and declared effective upon filing. The closing of the offering for the Shares took place on July 16, 2021. The Shares have been approved for listing on Nasdaq under the trading symbol “AUVIP” and trading on Nasdaq began on July 14, 2021. On July 29, 2021, the Company issued a press release announcing that in connection with its previously announced public offering of its 10.5% Series A Cumulative Perpetual Preferred Stock, par value $0.0001 per share, it had closed the exercise of the underwriter’s overallotment option of 72,000 shares at $25.00 per share. Aggregate gross proceeds including the exercise of the underwriter's overallotment option was $12,272,440 after deducting underwriting discounts and commissions and fees and other estimated offering expenses. Pro forma Information The following unaudited pro forma condensed combined balance sheet of financial information presents the Company as of June 30, 2021 gives effect to the KES Agreement and the XXX Agreement as if they had occurred on June 30, 2021. The following unaudited pro forma condensed combined statements balance sheet as of December 31, 2022 and the unaudited pro forma condensed combined statement of operations for the year ended December 31, 2020 2022. The unaudited pro forma condensed combined financial information was prepared in accordance with U.S. generally accepted accounting principles and pursuant to Article 11 of Regulation S-X. The unaudited pro forma condensed combined financial information presents the combination of the historical results of the Company and the six months ended June 30, 2021 give Wireline Business after giving pro forma effect to the KES Agreement, the XXX Agreement and the Akida Agreement Transaction as if they had occurred on January 1, 2020. The historical financial information is based on the Company’s audited and unaudited interim consolidated financial statements, XXX and XXX audited and unaudited interim combined financial statements, XXX’s audited and unaudited interim financial statements and Xxxxx’s audited and unaudited interim financial statementsdescribed herein. The unaudited pro forma condensed combined financial statements reflect management’s preliminary estimates of fair value of purchase price consideration and the fair values of tangible and intangible assets acquired and liabilities assumed in the acquisitions, with the remaining estimated purchase consideration recorded as goodwill. Independent valuation specialists have conducted analysis to assist management of the Company in determining the fair value of the assets acquired and liabilities assumed. are derived from the Company’s management is responsible audited consolidated financial statements as of and for these thirdthe year ended December 31, 2022 included in its Annual Report on Form 10-party valuations. Since K for the year ended December 31, 2022 and the audited consolidated financial statements of the Wireline Business as of and for the year ended December 31, 2022 included in the Current Report on Form 8-K/A to which these unaudited pro forma condensed combined financial statements are filed as an exhibit, filed with the Securities and Exchange Commission (the “SEC”) on July 14, 2023. The unaudited pro forma condensed combined balance sheet as of December 31, 2022 combines the historical balance sheets of the Company and the Wireline Business on a pro forma basis as if the Transaction had been consummated on December 31, 2022. The unaudited pro forma condensed combined statement of operations for the year ended December 31, 2022 combines the historical statements of operations of the Company and the Wireline Business for such period on a pro forma basis as if the Transaction had been consummated on January 1, 2022. The unaudited pro forma condensed combined financial information is provided for illustrative purposes only and does not purport to represent what the actual consolidated results of operations or consolidated financial condition of the Company would have been prepared had the Transaction actually occurred on the date indicated, nor do they purport to project the future consolidated results of operations or consolidated financial condition of the Company for any future period or as of any future date. The assumed accounting for the Transaction, including estimated consideration, is based on provisional amounts and the associated purchase accounting is not final. The preliminary estimates allocation of the purchase price to the acquired assets and assumed liabilities of the Wireline Business was based upon the preliminary estimate of fair value values. For the preliminary estimate of purchase consideration and fair values of the assets acquired and liabilities assumedassumed of the Wireline Business, the actual amounts to be reported in future filings Company used publicly available benchmarking information as well as a variety of other assumptions, including market participant assumptions. The unaudited pro forma adjustments are based upon available information and certain assumptions that management believes are reasonable under the circumstances. Actual results may differ materially from the amounts used in assumptions within the accompanying unaudited pro forma condensed combined financial statementsinformation. Applied UVThe purchase adjustments relating to the combined financial information are preliminary and subject to change as additional analyses are performed and finalized. Final accounting treatment, Inc.purchase price allocation and/or purchase adjustments may be different than that reflected herein, and any such differences may be material. All pro forma adjustments and their underlying assumptions are described more fully in the notes to the unaudited pro forma condensed combined financial information, which should be read in conjunction herewith. The unaudited pro forma condensed combined financial statements should be read in conjunction with the Company’s historical financial statements and related management’s discussion and analysis of financial condition and results of operations, which are included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022 and filed with the SEC on February 24, 2023, and the historical financial statements of the Wireline Business, which are included as Exhibit 99.1 to the Current Report on Form 8-K/A to which these unaudited pro forma condensed combined financial statements are filed as an exhibit, filed with the SEC on July 14, 2023. UNAUDITED PRO-FORMA CONDENSED COMBINED BALANCE SHEET AS OF DECEMBER 31, 2022 (Amounts in thousands) COGENT COMMUNICATIONS HOLDINGS, INC. WIRELINE BUSINESS TRANSACTION ACCOUNTING ADJUSTMENTS NOTES PRO FORMA COMBINED Assets Current assets: Cash and cash equivalents $ 223,783 $ 27,400 $ (64,604 ) (a) $ 186,579 Restricted cash 52,129 — — 52,129 Accounts receivable, net of allowance for credit losses 44,123 35,500 400 (d) 80,023 Due from T-Mobile – IP Transit Agreement, net of discount — — 313,769 (c) 313,769 Prepaid expenses and other current assets 45,878 7,500 — 53,378 Total current assets 365,913 70,400 249,565 685,878 Property and equipment: Total property and equipment, net 544,430 497,400 532,800 (e) 1,574,630 Due from T-Mobile – Purchase Agreement, net of discount — — 40,029 (b) 40,029 Due from T-Mobile – IP Transit Agreement, net of discount — — 306,621 (c) 306,621 Right-of-use leased assets 81,601 116,500 370,536 (f) 568,637 Deposits and other 15,367 7,100 — 22,467 Intangible assets, net — 6,600 50,400 (g) 57,000 Deferred income taxes 2,871 — 135,000 (j) 137,871 Total assets $ 1,010,182 $ 698,000 $ 1,684,950 $ 3,393,133 Liabilities and stockholders’ equity Current liabilities: Accounts payable & accrued liabilities $ 86,186 $ 108,400 $ 1,000 (i) $ 195,586 Deferred revenue 4,911 4,400 — 9,311 Current maturities, operating lease liabilities 12,005 59,200 54,921 (f) 126,126 Employee restructuring liabilities — 5,200 (5,200 ) (k) — Finance lease obligations, current maturities 17,182 — — 17,182 Other current liabilities — 300 — 300 Total current liabilities 120,284 177,500 50,721 348,505 Senior secured 2026 notes, net of unamortized debt costs and discount 497,892 — — 497,892 Senior unsecured 2027 notes, net of unamortized debt costs and discount 446,371 — — 446,371 Operating lease liabilities, net of current maturities 94,587 251,900 121,015 (f) 467,502 Finance lease obligations, net of current maturities 287,044 — — 287,044 Unfavorable lease liabilities — — 147,503 (t) 147,503 Deferred income taxes 47,646 — 580,000 (j) 627,646 Other long-term liabilities 34,990 38,700 (3,102 ) (h) 70,588 Total liabilities $ 1,528,814 $ 468,100 $ 896,137 $ 2,893,051 Stockholders’ equity: Total stockholders’ equity $ (518,632 ) $ 229,900 $ 788,814 (l) $ 500,082 Total liabilities and stockholders’ equity $ 1,010,182 $ 698,000 $ 1,684,950 $ 3,393,133 See accompanying Notes to Unaudited Pro Forma Condensed Combined Financial Information. UNAUDITED PRO-FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS FOR THE YEAR ENDED DECEMBER 31, 2022 (Amounts in thousands, except share and per share information) COGENT COMMUNICATIONS HOLDINGS, INC. WIRELINE BUSINESS TRANSACTION ACCOUNTING ADJUSTMENTS NOTES AUTONOMOUS ENTITY ADJUSTMENTS NOTES PRO FORMA COMBINED Service revenue $ 599,604 $ 514,600 $ — $ — $ 1,114,204 Related party revenue — 56,700 — 56,700 Total service revenue 599,604 571,300 — — 1,170,904 Operating expenses: Network operations, exclusive of amounts shown separately 228,154 773,900 — $ (8,100 ) (s) 993,954 Selling, general, and administrative 163,021 160,400 (38,817 ) (u) (37,600 ) (s) 247,004 Impairment expense — 477,300 — — 477,300 Gain on sale of IP addresses — (120,800 ) — — (120,800 ) Loss on disposal of equipment — 20,200 — — 20,200 Acquisition costs – Sprint Wireline 2,248 — $ 1,000 (i) — 3,248 Depreciation and amortization 92,222 125,900 17,985 (p) — 242,440 6,333 (q) Total operating expenses 485,645 1,436,900 (13,499 ) (45,700 ) 1,863,346 Operating income (loss) 113,959 (865,600 ) 13,499 45,700 (692,442 ) Interest expense (67,584 ) — (67,584 ) Gain on bargain purchase – Sprint Wireline — — 1,117,720 (m) — 1,117,720 Change in valuation – interest rate swap (43,113 ) — — — (43,113 ) Foreign exchange gain on 2024 Notes 31,561 — — — 31,561 Loss on debt extinguishment and redemption – 2024 Notes (11,885 ) — — — (11,885 ) Interest income and other 3,438 2,000 36,231 (n) — 44,800 3,131 (o) Income (loss) before income taxes 26,376 (863,600 ) 1,170,581 45,700 379,057 Income tax (expense) benefit (21,230 ) (300 ) (3,510 ) (r) — (25,040 ) Net income (loss) $ 5,146 $ (863,900 ) $ 1,167,071 $ 45,700 $ 354,017 Basic net income per common share $ 0.11 $ 7.55 Diluted net income per common share $ 0.11 $ 7.50 Weighted-average common shares-basic 46,875,992 46,875,992 Weighted-average common shares -diluted 47,207,298 47,207,298 See accompanying Notes to Unaudited Pro Forma Condensed Combined Financial Information. Notes to Unaudited Pro Forma Condensed Combined Financial Information

Unaudited Pro Forma Condensed Combined Financial Information. Preferred Stock Offering (continued) Underwriters pursuant to their overallotment option granted to the Underwriters under the terms of the Underwriting Agreement. The Shares were offered and sold by the Company pursuant to the terms of the Underwriting Agreement and registered pursuant to the Company’s registration statement on (i) Form S-1, as amended, which was filed with the Securities and Exchange Commission and declared effective by the Commission on July 12, 2021 and (ii) the Company’s registration statement on Form S-1MEF, which was filed with the Commission on July 13, 2021 and declared effective upon filing. The closing of the offering for the Shares took place on July 16, 2021. The Shares have been approved for listing on Nasdaq under the trading symbol “AUVIP” and trading on Nasdaq began on July 14, 2021. On July 29, 2021, the Company issued a press release announcing that in connection with its previously announced public offering of its 10.5% Series A Cumulative Perpetual Preferred Stock, par value $0.0001 per share, it had closed the exercise of the underwriter’s overallotment option of 72,000 shares at $25.00 per share. Aggregate gross proceeds including the exercise of the underwriter's overallotment option was $12,272,440 after deducting underwriting discounts and commissions and fees and other estimated offering expenses. Pro forma Information (Continued) The following unaudited pro forma condensed combined financial statements are presented for information purposes only, in accordance with Article 11 of Regulation S-X and are not intended to represent or to be indicative of the income or financial position that the Company would have reported had the acquisitions been completed as of the dates set forth in the unaudited pro forma condensed combined financial statements due to various factors. The unaudited pro forma condensed combined balance sheet does not purport to represent the future financial position of the Company and the unaudited pro forma condensed combined statements of operations do not purport to represent the future results of operations of the Company. Given the comparable fiscal periods of Akida, KES, and JJS differ by less than 93 days, as permitted by Regulation S-X, the unaudited pro forma condensed combined statement of operations for the year ended December 31, 2020 combines Xxxxx’s condensed statement of operations for the year ended September 30, 2020 and KES and JJS condensed combined statement of operations for the year ended October 31, 2020 with the consolidated statement of operations of the Company for the year ended December 31, 2020. The unaudited pro forma condensed combined balance sheet as of June 30, 2021 combines KES and JJS condensed balance sheet as of July 31, 2021 with the consolidated condensed balance sheet of the Company as of June 30, 2021 gives effect to the KES Agreement and the XXX Agreement as if they had occurred on June 30, 2021. The following Applied UV, Inc. Unaudited Pro Forma Condensed Combined Financial Information These unaudited pro forma condensed combined financial statements should be read in conjunction with the following: · The accompanying notes to the unaudited pro forma condensed financial statements. · The historical consolidated financial statements and accompanying notes of operations the Company included in the annual report on form 10-K for the year ended December 31, 2020 2020. · The historical consolidated financial statements and accompanying notes of the Company included in the interim report on form 10-Q for the six months ended June 30, 2021 give effect to the KES Agreement, the XXX Agreement and the Akida Agreement as if they had occurred on January 1, 20202021. · The historical financial information is based on the Company’s audited and unaudited interim consolidated financial statements, XXX and XXX audited and unaudited interim combined financial statements, XXX’s audited and unaudited interim financial statements and Xxxxx’s audited and unaudited interim financial statements. The unaudited pro forma condensed combined financial statements reflect management’s preliminary estimates of fair value of purchase price consideration and the fair values of tangible and intangible assets acquired and liabilities assumed included as Exhibit 99.1 in the acquisitions, with the remaining estimated purchase consideration recorded as goodwill. Independent valuation specialists have conducted analysis this Current Report on Form 8-K/A to assist management of the Company in determining the fair value of the assets acquired and liabilities assumed. the Company’s management is responsible for these third-party valuations. Since which these unaudited pro forma condensed combined financial statements have been prepared based on preliminary estimates of the fair value of purchase consideration are attached. · The KES and fair values of assets acquired JJS audited and liabilities assumed, the actual amounts to be reported in future filings may differ materially from the amounts used unaudited financial statements included as Exhibit 99.1 in the pro forma condensed combined Current Report on Form 8-K/A filed on November 12, 2021 and related to the Company’s acquisition of KES and JJS. · Xxxxx’s audited consolidated financial statementsstatements and notes thereto for the years ended September 30, 2020 and 2019, included in Exhibit 99.1 to the Current Report on Form 8-K/A, filed with the SEC on February 11, 2021. Applied UV, Inc.Inc. Unaudited Pro Forma Condensed Combined Balance Sheet As of June 30, 2021 KES and Transaction Applied JSS XXX Accounting Pro Forma Historical (1) Historical Historical Adjustments Notes Combined Assets Current Assets: Cash $ 7,017,558 $ — $ 2,048,593 $ (3,576,153 ) A, B $ 5,489,998 Vendor deposit 1,189,364 — — — 1,189,364 Accounts receivable, net of allowances 384,657 263,548 271,232 — 919,437 Inventory 592,117 622,359 428,266 — 1,642,742 Prepaid expenses and other current assets 242,451 74,178 — — 316,629 Note receivable, related party 500,000 — — — 500,000 Total current assets 9,926,147 960,085 2,748,091 (3,576,153 ) 10,058,170 Machinery and equipment, net 198,883 347,510 1,982 (312,893 ) B 253,482 Right of use asset 461,580 — — 128,175 G 589,755 Other intangible assets, net 4,938,250 — — 14,430,000 D 19,368,250 Goodwill 2,728,279 — — 1,943,803 E 4,672,082 Patents, net 187,595 — — — 187,595 Notes receivable, related party — 546,429 — (546,429 ) B — Notes receivable, stockholder — 78,421 — (78,421 ) B — Other non-current assets — 2,556 — — 2,556 Total assets $ 18,440,734 $ 1,935,001 $ 2,750,073 $ 11,988,082 $ 35,113,890 Liabilities and Stockholders’ Equity Current Liabilities Accounts payable and accrued expenses $ 1,062,330 $ 264,817 $ 48,724 $ 163,500 $ 1,539,371 Line of credit — 111,650 — (111,650 ) B — Deferred revenue 1,745,424 — — — 1,745,424 Warrant liability 435,577 — — — 435,577 Capital lease obligations 6,648 — — — 6,648 Lease liability 160,568 — — 32,975 G 193,543 Payroll protection program loan 296,827 — — — 296,827 Loan payable 67,500 65,657 — (65,657 ) B 67,500 Total Current Liabilities 3,774,874 442,124 48,724 19,168 4,284,890 Long-term Liabilities Capital lease obligations 4,982 — — — 4,982 Loan payable 90,000 458,978 — (458,978 ) B 90,000 Lease liability 301,012 — — 107,349 G 408,361 Total Liabilities 4,170,868 901,102 48,724 (332,461 ) 4,788,233 Stockholders’ Equity/Members’ Deficit Series X preferred stock 1 — — — 1 Series A Cumulative Perpetual — — — 55 A 55 Common stock 942 500 — -450 A 992 Additional paid-in capital 19,659,197 — — 16,231,335 A 35,890,532 Members’ equity — — 2,701,349 (2,701,349 ) C — Treasury stock — (200,000 ) — 200,000 C — Retained earnings (deficit) (5,390,274 ) 1,233,399 — (1,409,048 ) C, F (5,565,923 ) Total Stockholders’ Equity/Members’ Equity 14,269,866 1,033,899 2,701,349 12,320,543 30,325,657 Total Liabilities and Stockholders’ Equity/Members’ Equity $ 18,440,734 $ 1,935,001 2,750,073 $ 11,988,082 $ 35,113,890

Unaudited Pro Forma Condensed Combined Financial Information. Preferred Stock Offering (continued) Underwriters pursuant to their overallotment option granted to the Underwriters under the terms of the Underwriting Agreement. The Shares were offered and sold by the Company pursuant to the terms of the Underwriting Agreement and registered pursuant to the Company’s registration statement on (i) Form S-1, as amended, which was filed with the Securities and Exchange Commission and declared effective by the Commission on July 12, 2021 and (ii) the Company’s registration statement on Form S-1MEF, which was filed with the Commission on July 13, 2021 and declared effective upon filing. The closing of the offering for the Shares took place on July 16, 2021. The Shares have been approved for listing on Nasdaq under the trading symbol “AUVIP” and trading on Nasdaq began on July 14, 2021. On July 29, 2021, the Company issued a press release announcing that in connection with its previously announced public offering of its 10.5% Series A Cumulative Perpetual Preferred Stock, par value $0.0001 per share, it had closed the exercise of the underwriter’s overallotment option of 72,000 shares at $25.00 per share. Aggregate gross proceeds including the exercise of the underwriter's overallotment option was $12,272,440 after deducting underwriting discounts and commissions and fees and other estimated offering expenses. Pro forma Information The following unaudited pro forma condensed combined balance sheet of the Company as of June 30, 2021 2006, and the accompanying notes thereto, have been prepared to illustrate the effects of the Financing Transactions and the Corus Acquisition on our historical financial position. The following unaudited pro forma condensed combined statements of operations for the the six months ended June 30, 2006 and the year ended December 31, 2005, and the accompanying notes thereto, have been prepared to illustrate the effects of the Financing Transactions, the 2005 Acquisitions (other than the acquisition of certain assets of Ormet) and the Corus Acquisition on our historical results of operations. The pro forma condensed combined financial information does not include any adjustments for the acquisition of certain assets of Ormet in December 2005. The Aleris historical amounts include the results of the 2005 Acquisitions from their respective acquisition dates. Corus Aluminum’s historical combined financial statements from which these pro forma condensed combined financial statements are, in part, derived were prepared in accordance with International Financial Reporting Standards (“IFRS”) as adopted by the European Union, which differ in certain material respects from U.S. Generally Accepted Accounting Principles (“U.S. GAAP”). The pro forma information for the year ended December 31, 2005 and as of and for the six months ended June 30, 2006 were, in part, derived from the combined financial statements, including the reconciliation from IFRS to U.S. GAAP that was included in Note 36 and Note 13 of Corus Aluminum’s audited and unaudited combined financial statements, respectively. The unaudited pro forma condensed combined balance sheet gives effect to the KES Agreement Financing Transactions and the XXX Agreement Corus Acquisition as if they had occurred on June 30, 20212006. The following unaudited pro forma condensed combined statements of operations for the year ended December 31, 2020 2005 and the six months ended June 30, 2021 give effect to 2006 are presented assuming the KES AgreementFinancing Transactions, the XXX Agreement 2005 Acquisitions (other than the acquisition of certain assets of Ormet) and the Akida Agreement as if they Corus Acquisition had occurred on January 1, 20202005, the first day of the 2005 fiscal year. The historical unaudited pro forma condensed combined financial information is based on statements are presented for informational purposes only and do not purport to represent our financial condition or operating results had the Company’s Financing Transactions, the 2005 Acquisitions, and the Corus Acquisition occurred as of the respective dates indicated above. In addition, the unaudited pro forma combined financial statements do not purport to project our future financial position or operating results as of any future date or for any future period. The following unaudited pro forma condensed combined financial statements as of June 30, 2006 and for the year ended December 31, 2005 and the six months ended June 30, 2006 have been derived from our audited and unaudited interim historical consolidated financial statements, XXX and XXX the audited and unaudited interim historical combined financial statementsstatements of Corus Aluminum, XXX’s the audited and unaudited interim financial statements of ALSCO and Xxxxx’s audited the historical unaudited financial statements of Xxxxx Xxxxxx and unaudited interim financial statementsAlumitech. The unaudited pro forma condensed combined financial statements reflect management’s preliminary estimates the application of fair value pro forma adjustments related to the 2005 Acquisitions (other than the acquisition of purchase price consideration certain assets of Ormet), the Corus Acquisition as well as the Financing Transactions. The pro forma adjustments and the fair values of tangible and intangible assets acquired and liabilities assumed certain assumptions underlying these adjustments are described in the acquisitionsaccompanying notes, which should be read in conjunction with the remaining estimated purchase consideration recorded as goodwill. Independent valuation specialists have conducted analysis to assist management of the Company in determining the fair value of the assets acquired and liabilities assumed. the Company’s management is responsible for these third-party valuations. Since these unaudited pro forma condensed combined financial statements. The purchase price paid as included in the unaudited pro forma condensed combined financial statements have been prepared is subject to the finalization of the net working capital delivered and net debt assumed. The pro forma adjustments are based on preliminary estimates of the fair value of purchase consideration and fair values of certain assets acquired and liabilities assumedassumed or incurred, available information and certain assumptions that we believe are reasonable and will be revised as additional information becomes available. Accordingly, the actual amounts to be reported in future filings may final allocation of purchase price and the resulting effect on operating results will differ materially from the pro forma amounts used in included herein, and the differences may be material. In particular, the unaudited pro forma condensed combined financial statementsstatements do not include any adjustments as a result of final valuations of the acquired long-lived tangible and intangible assets and in-process research and development of Corus Aluminum. Applied UVFurther, Inc.the unaudited pro forma condensed combined statements of operations do not include any adjustments related to restructuring charges, profit improvements, potential cost savings or one-time charges which may result from the Corus Acquisition. The unaudited pro forma condensed combined financial information, and the accompanying notes thereto, should be read in conjunction with our historical financial statements and related notes thereto as well as the information set forth in “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” which are included in our Annual Report on Form 10-K for the year ended December 31, 2005 and our Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2006. ALERIS INTERNATIONAL, INC. AND SUBSIDIARIES UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET JUNE 30, 2006 (in millions)

Unaudited Pro Forma Condensed Combined Financial Information. Preferred Stock Offering (continued) Underwriters pursuant to their overallotment option granted to the Underwriters under the terms of the Underwriting Agreement. The Shares were offered and sold by the Company pursuant to the terms of the Underwriting Agreement and registered pursuant to the Company’s registration statement on (i) Form S-1, as amended, which was filed with the Securities and Exchange Commission and declared effective by the Commission on July 12, 2021 and (ii) the Company’s registration statement on Form S-1MEF, which was filed with the Commission on July 13, 2021 and declared effective upon filing. The closing of the offering for the Shares took place on July 16, 2021. The Shares have been approved for listing on Nasdaq under the trading symbol “AUVIP” and trading on Nasdaq began on July 14, 2021. On July 29, 2021, the Company issued a press release announcing that in connection with its previously announced public offering of its 10.5% Series A Cumulative Perpetual Preferred Stock, par value $0.0001 per share, it had closed the exercise of the underwriter’s overallotment option of 72,000 shares at $25.00 per share. Aggregate gross proceeds including the exercise of the underwriter's overallotment option was $12,272,440 after deducting underwriting discounts and commissions and fees and other estimated offering expenses. Pro forma Information The following unaudited pro forma condensed combined balance sheet financial information is provided to aid you in your analysis of the Company as financial aspects of June 30, 2021 gives effect to the KES Agreement merger and the XXX Agreement as if they had occurred on June 30, 2021PIPE Investment. The following unaudited pro forma condensed combined statements balance sheet gives pro forma effect to the merger, treated as a reverse recapitalization for accounting purposes, and the PIPE Investment as if they had been consummated on December 31, 2020. The unaudited pro forma condensed combined statement of operations for the year ended December 31, 2020 and the six months ended June 302020, 2021 give gives effect to the KES Agreement, the XXX Agreement merger and the Akida Agreement PIPE Investment as if they had occurred on January 1, 2020. The unaudited pro forma condensed combined financial information has been derived from and should be read in conjunction with: • the accompanying notes to the unaudited pro forma condensed combined financial information; • the audited historical financial information is based on statements of XxxXxxx as of and for the Company’s year ended December 31, 2020, and the related notes thereto, included elsewhere in this proxy statement/prospectus; • the audited and unaudited interim historical consolidated financial statementsstatements of Katapult as of and for the year ended December 31, XXX 2020, and XXX audited the related notes thereto, included elsewhere in this proxy statement/prospectus; and unaudited interim combined • the sections entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations of FinServ,” “Management’s Discussion and Analysis of Financial Condition and Results of Operation of Katapult,” and other financial statements, XXX’s audited information relating to XxxXxxx and unaudited interim financial statements and Xxxxx’s audited and unaudited interim financial statementsKatapult included elsewhere in this proxy statement/prospectus. The unaudited pro forma condensed combined financial statements reflect management’s preliminary estimates information is for illustrative purposes only and is not necessarily indicative of fair value what the actual results of purchase price consideration operations and financial position would have been had the merger and the fair values of tangible and intangible assets acquired and liabilities assumed in PIPE Investment taken place on the acquisitionsdates indicated, with the remaining estimated purchase consideration recorded as goodwill. Independent valuation specialists have conducted analysis to assist management nor are they indicative of the Company in determining the fair value future consolidated results of operations or financial position of the combined company. UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET AS OF DECEMBER 31, 2020 (in thousands, except share and per share amounts) Historical Pro Forma 5(A) FinServ 5(B) Katapult Transaction Accounting Adjustments Pro Forma Balance Sheet ASSETS Current assets: Cash and cash equivalents. . . . . . . . . . . . . . . . . . . . . . $ 1,044 $ 65,622 $ 30,005 5(a) $ 96,671 Restricted cash . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — 3,975 — 3,975 Accounts receivable, net . . . . . . . . . . . . . . . . . . . . . . . — 1,636 — 1,636 Property held for lease, net of accumulated depreciation and impairment . . . . . . . . . . . . . . . . . — 66,737 — 66,737 Prepaid expenses and other current assets acquired . . . . . . . . . 72 1,248 (846) 5(b) 474 Prepaid income taxes . . . . . . . . . . . . . . . . . . . . . . . . . 10 — — 10 Total current assets . . . . . . . . . . . . . . . . . . . . . . . . . 1,126 139,218 29,159 169,503 Property and equipment, net . . . . . . . . . . . . . . . . . . . . — 330 — 330 Security deposits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — 91 — 91 Intangible assets, net . . . . . . . . . . . . . . . . . . . . . . . . . . — 188 — 188 Marketable securities held in Trust Account. . . . . . . . 251,249 — (251,249) 5(c) — Total assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 252,375 $ 139,827 $ (222,090) $ 170,112 LIABILITIES AND SHAREHOLDERS’ EQUITY Current liabilities: Accounts payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 171 $ 1,688 $ — $ 1,859 Accrued liabilities assumed. the Company’s management is responsible for these third. . . . . . . . . . . . . . . . . . . . . . . . . . . — 12,967 (1,886) 5(d) 11,081 Non-party valuationsrevolving line of credit, related parties . Since these unaudited pro forma condensed combined financial statements have been prepared based on preliminary estimates . . . . . . . — — — — Revolving line of the fair credit. . . . . . . . . . . . . . . . . . . . . . . . — 74,316 — 74,316 Long term debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — 36,413 — 36,413 Other liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — 12,740 (12,744) 5(e) (4) Warrant liability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44,785 — — 44,785 Deferred underwriting fee payable . . . . . . . . . . . . . . . 9,350 — (9,350) 5(f) — Total liabilities. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 54,306 140,776 (23,980) 171,102 COMMITMENTS AND CONTINGENCIES (Series C), $.001 par value of purchase consideration and fair values of assets acquired and liabilities assumed, the actual amounts . . . . . . . . . . . . . . . . . . . — 49,894 (49,894) 5(g) — FinServ Class A Common stock subject to be reported in future filings may differ materially from the amounts used in the pro forma condensed combined financial statementspossible redemption . Applied UV, Inc.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 193,068 — (193,068) 5(h) —

Unaudited Pro Forma Condensed Combined Financial Information. Preferred Stock Offering (continued) Underwriters pursuant to their overallotment option granted to the Underwriters under the terms The purpose of the Underwriting Agreement. The Shares were offered and sold by following unaudited pro forma condensed combined financial information is to reflect the Company pursuant to the terms of the Underwriting Agreement and registered pursuant to the Company’s registration statement on (i) Form S-1, as amended, which was filed with the Securities and Exchange Commission and declared effective by the Commission on July 12, 2021 and (ii) the Company’s registration statement on Form S-1MEF, which was filed with the Commission on July 13, 2021 and declared effective upon filing. The closing of the offering for the Shares took place on July 16, 2021YUSIMRY Disposition. The Shares have been approved for listing on Nasdaq under the trading symbol “AUVIP” and trading on Nasdaq began on July 14, 2021. On July 29, 2021, the Company issued a press release announcing that in connection with its previously announced public offering of its 10.5% Series A Cumulative Perpetual Preferred Stock, par value $0.0001 per share, it had closed the exercise of the underwriter’s overallotment option of 72,000 shares at $25.00 per share. Aggregate gross proceeds including the exercise of the underwriter's overallotment option was $12,272,440 after deducting underwriting discounts and commissions and fees and other estimated offering expenses. Pro forma Information The following unaudited pro forma condensed combined financial information included herein includes updated information in accordance with Article 11 of Regulation S-X and presents the unaudited pro forma condensed combined balance sheet and the unaudited pro forma condensed combined statements of operations of Coherus after giving pro forma effect to (i) the YUSIMRY Disposition, (ii) the divestiture of Coherus’ ophthalmology franchise through the sale of its subsidiary, Coherus Ophthalmology LLC (“CIMERLI Disposition”) and transactions related to the CIMERLI Disposition including the concurrent partial prepayment of Coherus’ term loans due in January 2027 (the “2027 Term Loans”) that occurred in April 2024 and (iii) the acquisition (the “Surface Merger”, and, together with the YUSIMRY Disposition and the CIMERLI Disposition, the “Combined Transactions”) of Surface Oncology, Inc. (“Surface”). Surface’s historical operations for the period prior to the Surface Acquisition Date (“Pre-Acquisition Surface”) are presented separately in the pro forma condensed combined financial information and the historical operations for the period including and after the Surface Acquisition Date for the surviving subsidiary of the Company Surface Merger, Surface Oncology, LLC, which is a wholly owned subsidiary of Coherus, have been presented within the consolidated results of Coherus. The unaudited pro forma condensed combined financial information presented below has been derived from: ● the historical audited consolidated financial statements of Coherus contained in its Annual Report on Form 10-K for the year ended December 31, 2023; ​ ● the historical unaudited condensed consolidated financial information of Coherus as of and for the three months ended March 31, 2024 contained in its Quarterly Report on Form 10-Q for the period ended March 31, 2024; ​ ● the historical unaudited condensed consolidated financial statements of Surface as of June 30, 2021 gives effect to 2023 and for the KES Agreement and the XXX Agreement as if they had occurred on six months ended June 30, 20212023 filed as Exhibit 99.1 to Coherus’ Current Report on Form 8-K/A filed on November 13, 2023; ​ ● the historical unaudited condensed consolidated financial information and the related accounting records of Surface’s operations for the period from July 1, 2023 to the Surface Acquisition Date; and ​ ● the related accounting records of XXXXXXX operations for the year ended December 31, 2023 and the three months ended March 31, 2024. The unaudited pro forma condensed combined financial information has been prepared in accordance with Regulation S-X Article 11, Pro Forma Financial Information, as amended by the final rule, Release No. 33-10786 “Amendments to Financial Disclosures about Acquired and Disposed Businesses,” which is referred herein as “Article 11.” Article 11 provides the following pro forma adjustments to the historical financial information: ● Transaction Accounting Adjustments – Adjustments that reflect only the application of required accounting to the acquisition, disposition, or other transaction. ​ ● Autonomous Entity Adjustments – Adjustments that are necessary to reflect the operations and financial position of the registrant as an autonomous entity when the registrant was previously part of another entity. The transaction accounting adjustments are based on available information and assumptions that Coherus’ management believes are reasonable. However, such adjustments are preliminary estimates and actual experience may differ materially from expectations. There were no autonomous entity adjustments. Article 11 permits presentation of reasonably estimable synergies, dis-synergies and other transaction effects that have occurred or are expected to occur (“Management’s Adjustments”); however, Xxxxxxx has elected not to present Management’s Adjustments. No tax effects related to Transaction Accounting Adjustments were included as the related impacts were immaterial. The unaudited pro forma condensed combined statements of operations for the three months ended March 31, 2024 and for the year ended December 31, 2020 and 2023 were prepared as though the six months ended June 30, 2021 give effect to the KES Agreement, the XXX Agreement and the Akida Agreement as if they had Combined Transactions occurred on January 1, 20202023. The historical financial information is based unaudited pro forma condensed combined balance sheet as of March 31, 2024 was prepared as though the YUSIMRY Disposition occurred on the Company’s audited and unaudited interim consolidated financial statementsMarch 31, XXX and XXX audited and unaudited interim combined financial statements, XXX’s audited and unaudited interim financial statements and Xxxxx’s audited and unaudited interim financial statements2024. The unaudited pro forma condensed combined financial statements information is for illustrative purposes only, does not reflect management’s preliminary estimates what Coherus’ financial position and results of fair value operations would have been had the Combined Transactions occurred on the dates indicated, is not necessarily indicative of purchase price consideration Coherus’ future financial position and future results of operations and does not reflect all actions that may be taken by Coherus after the fair values of tangible and intangible assets acquired and liabilities assumed in the acquisitions, with the remaining estimated purchase consideration recorded as goodwill. Independent valuation specialists have conducted analysis to assist management closing of the Company in determining Combined Transactions. Additionally, the fair value of the assets acquired and liabilities assumed. the Company’s management is responsible for these third-party valuations. Since these unaudited pro forma condensed combined financial statements have been prepared based on preliminary estimates of information does not give effect to anticipated synergies, dis-synergies, operating efficiencies, tax savings or cost savings that may be associated with the fair value of purchase consideration Combined Transactions including the related transactions. There were no existing contractual relationships between (i) Coherus and fair values of assets acquired Surface, (ii) Coherus and liabilities assumed, Sandoz Inc. (“Sandoz”) or (iii) Coherus and HFK during the actual amounts to be reported in future filings may differ materially from the amounts used periods presented in the unaudited pro forma condensed combined financial statementsinformation. Applied UVThe unaudited pro forma condensed combined financial information constitutes forward-looking information, Inc.is subject to certain risks and uncertainties that could cause actual results to differ materially from those anticipated and should be read in conjunction with the accompanying notes thereto. ​ COHERUS BIOSCIENCES, INC. UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET MARCH 31, 2024 (in thousands, except share and per share data) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Historical Coherus ​ CIMERLI Disposition (3a) ​ YUSIMRY Disposition (3b) ​ Pro Forma Adjustments ​ Notes ​ Combined Balance Sheet Assets ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Cash and cash equivalents $ 259,775 ​ $ - ​ $ - ​ $ 38,850 ​ 3c ​ $ 116,779 ​ ​ ​ ​ ​ - ​ ​ - ​ ​ (181,846) ​ 3d ​ ​ ​ Trade receivables, net ​ 251,951 ​ ​ - ​ ​ - ​ ​ - ​ ​ ​ ​ 251,951 CIMERLI TSA receivables, net ​ 32,194 ​ ​ (32,194) ​ ​ - ​ ​ - ​ ​ ​ ​ - Inventory ​ 61,978 ​ ​ - ​ ​ (4,692) ​ ​ - ​ ​ ​ ​ 57,286 Prepaid manufacturing ​ 7,498 ​ ​ - ​ ​ (377) ​ ​ - ​ ​ ​ ​ 7,121 Other prepaids and current assets ​ 14,081 ​ ​ - ​ ​ (502) ​ ​ - ​ ​ ​ ​ 13,579 Total current assets ​ 627,477 ​ ​ (32,194) ​ ​ (5,571) ​ ​ (142,996) ​ ​ ​ ​ 446,716 Property and equipment, net ​ 4,188 ​ ​ - ​ ​ (22) ​ ​ - ​ ​ ​ ​ 4,166 Inventory, non-current ​ 65,645 ​ ​ - ​ ​ (18,567) ​ ​ - ​ ​ ​ ​ 47,078 Intangible assets, net ​ 57,104 ​ ​ - ​ ​ (970) ​ ​ - ​ ​ ​ ​ 56,134 Other assets, non-current ​ 9,131 ​ ​ - ​ ​ (289) ​ ​ - ​ ​ ​ ​ 8,842 Total assets $ 763,545 ​ $ (32,194) ​ $ (25,419) ​ $ (142,996) ​ ​ ​ $ 562,936 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Liabilities and stockholders' deficit ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Accounts payable $ 38,289 ​ $ - ​ $ - ​ $ - ​ ​ ​ $ 38,289 Accrued rebates, fees and reserves ​ 155,775 ​ ​ - ​ ​ - ​ ​ - ​ ​ ​ ​ 155,775 CIMERLI TSA payables and other accrued liabilities ​ 30,770 ​ ​ (30,770) ​ ​ - ​ ​ - ​ ​ ​ ​ - Accrued compensation ​ 22,762 ​ ​ - ​ ​ - ​ ​ - ​ ​ ​ ​ 22,762 Accrued and other current liabilities ​ 115,707 ​ ​ - ​ ​ (8,577) ​ ​ - ​ ​ ​ ​ 107,130 Term loans, current ​ 175,000 ​ ​ - ​ ​ - ​ ​ (175,000) ​ 3d ​ ​ - Total current liabilities ​ 538,303 ​ ​ (30,770) ​ ​ (8,577) ​ ​ (175,000) ​ ​ ​ ​ 323,956 Term loans ​ 72,452 ​ ​ - ​ ​ - ​ ​ (6,846) ​ 3d ​ ​ 65,606 Convertible notes ​ 227,220 ​ ​ - ​ ​ - ​ ​ - ​ ​ ​ ​ 227,220 Lease liabilities, non-current ​ 4,680 ​ ​ - ​ ​ - ​ ​ - ​ ​ ​ ​ 4,680 Other liabilities, non-current ​ 2,734 ​ ​ - ​ ​ - ​ ​ - ​ - ​ ​ 2,734 Total liabilities ​ 845,389 ​ ​ (30,770) ​ ​ (8,577) ​ ​ (181,846) ​ ​ ​ ​ 624,196 Commitments and contingencies ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Stockholders’ deficit: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Preferred stock ($0.0001 par value; shares authorized: 5,000,000; shares issued and outstanding: 0) ​ - ​ ​ - ​ ​ - ​ ​ - ​ ​ ​ ​ - Common stock ($0.0001 par value; shares authorized: 300,000,000; shares issued and outstanding: 113,496,854) ​ 11 ​ ​ - ​ ​ - ​ ​ - ​ ​ ​ ​ 11 Additional paid-in capital ​ 1,395,042 ​ ​ - ​ ​ - ​ ​ - ​ ​ ​ ​ 1,395,042 Accumulated other comprehensive loss ​ (272) ​ ​ - ​ ​ - ​ ​ - ​ ​ ​ ​ (272) Accumulated deficit ​ (1,476,625) ​ ​ (1,424) ​ ​ (16,842) ​ ​ 38,850 ​ 3c ​ ​ (1,456,041) Total stockholders' deficit ​ (81,844) ​ ​ (1,424) ​ ​ (16,842) ​ ​ 38,850 ​ ​ ​ ​ (61,260) Total liabilities and stockholders' deficit $ 763,545 ​ $ (32,194) ​ $ (25,419) ​ $ (142,996) ​ ​ ​ $ 562,936 ​ See accompanying notes to the unaudited pro forma condensed combined financial information. ​ COHERUS BIOSCIENCES, INC. UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENTS OF OPERATIONS FOR THE THREE MONTHS ENDED MARCH 31, 2024 (in thousands, except share and per share data) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Historical ​ CIMERLI Disposition ​ ​ ​ ​ ​ ​ ​ ​ Coherus ​ CIMERLI Disposition (4f) ​ CIMERLI Transaction Accounting Adjustments ​ Notes ​ YUSIMRY Disposition (4i) ​ Combined Statements of Operations Net revenue $ 77,063 ​ $ (28,194) ​ $ - ​ ​ ​ $ (3,894) ​ $ 44,975 Costs and expenses: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Cost of goods sold ​ 34,586 ​ ​ (16,973) ​ ​ - ​ ​ ​ ​ (1,438) ​ ​ 16,175 Research and development ​ 28,470 ​ ​ (57) ​ ​ - ​ ​ ​ ​ (445) ​ ​ 27,968 Selling, general and administrative ​ 56,532 ​ ​ (3,723) ​ ​ - ​ ​ ​ ​ (1,535) ​ ​ 51,274 Total costs and expenses ​ 119,588 ​ ​ (20,753) ​ ​ - ​ ​ ​ ​ (3,418) ​ ​ 95,417 Income (loss) from operations ​ (42,525) ​ ​ (7,441) ​ ​ - ​ ​ ​ ​ (476) ​ ​ (50,442) Interest income (expense) ​ (11,116) ​ ​ - ​ ​ 6,478 ​ 4h ​ ​ - ​ ​ (4,638) Gain on Sale Transaction, net ​ 153,647 ​ ​ - ​ ​ (160,856) ​ 4g ​ ​ - ​ ​ (7,209) Other income (expense), net ​ 2,869 ​ ​ (339) ​ ​ - ​ ​ ​ ​ - ​ ​ 2,530 Income (loss) before income taxes ​ 102,875 ​ ​ (7,780) ​ ​ (154,378) ​ ​ ​ ​ (476) ​ ​ (59,759) Income tax provision (benefit) ​ - ​ ​ - ​ ​ - ​ ​ ​ ​ - ​ ​ - Net income (loss) $ 102,875 ​ $ (7,780) ​ $ (154,378) ​ ​ ​ $ (476) ​ $ (59,759) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Basic net income (loss) per share $ 0.91 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ $ (0.53) Diluted net income (loss) per share $ 0.83 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ $ (0.53) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted-average number of shares used in computing basic net income (loss) per share ​ 112,749,306 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 112,754,192 Weighted-average number of shares used in computing diluted net income (loss) per share ​ 125,529,971 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 112,754,192 ​ See accompanying notes to the unaudited pro forma condensed combined financial information. ​ COHERUS BIOSCIENCES, INC. UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENTS OF OPERATIONS FOR THE YEAR ENDED DECEMBER 31, 2023 (in thousands, except shares and per share data) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Historical ​ ​ ​ ​ ​ ​ CIMERLI Disposition ​ ​ ​ YUSIMRY Disposition ​ ​ ​ ​ ​ ​ Coherus ​ Pre-Acquisition Surface ​ Surface Transaction Accounting Adjustments ​ Notes ​ CIMERLI Disposition (4f) ​ CIMERLI Transaction Accounting Adjustments ​ Notes ​ YUSIMRY Disposition (4i) ​ YUSIMRY Transaction Accounting Adjustment ​ Notes ​ Combined Statements of Operations Net revenue $ 257,244 ​ $ - ​ $ - ​ ​ ​ $ (125,388) ​ $ - ​ ​ ​ $ (3,574) ​ $ - ​ ​ ​ $ 128,282 Costs and expenses: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Cost of goods sold ​ 158,992 ​ ​ - ​ ​ 622 ​ 4e ​ ​ (74,157) ​ ​ - ​ ​ ​ ​ (50,695) ​ ​ - ​ ​ ​ ​ 34,762 Research and development ​ 109,436 ​ ​ 37,505 ​ ​ (1,663) ​ 4b ​ ​ (2,216) ​ ​ - ​ ​ ​ ​ (5,283) ​ ​ - ​ ​ ​ ​ 134,852 ​ ​ ​ ​ ​ ​ ​ ​ (2,927) ​ 4c ​ ​ - ​ ​ - ​ ​ ​ ​ - ​ ​ - ​ ​ ​ ​ ​ Selling, general and administrative ​ 192,015 ​ ​ 19,647 ​ ​ 1,060 ​ 4b ​ ​ (28,283) ​ ​ - ​ ​ ​ ​ (7,596) ​ ​ - ​ ​ ​ ​ 174,935 ​ ​ ​ ​ ​ ​ ​ ​ (1,908) ​ 4c ​ ​ - ​ ​ - ​ ​ ​ ​ - ​ ​ - ​ ​ ​ ​ ​ Restructuring charges ​ - ​ ​ 12,009 ​ ​ - ​ ​ ​ ​ - ​ ​ - ​ ​ ​ ​ - ​ ​ - ​ ​ ​ ​ 12,009 Total costs and expenses ​ 460,443 ​ ​ 69,161 ​ ​ (4,816) ​ ​ ​ ​ (104,656) ​ ​ - ​ ​ ​ ​ (63,574) ​ ​ - ​ ​ ​ ​ 356,558 Income (loss) from operations ​ (203,199) ​ ​ (69,161) ​ ​ 4,816 ​ ​ ​ ​ (20,732) ​ ​ - ​ ​ ​ ​ 60,000 ​ ​ - ​ ​ ​ ​ (228,276) Interest income (expense) ​ (40,542) ​ ​ (4,040) ​ ​ 1,584 ​ 4a ​ ​ - ​ ​ 22,561 ​ 4h ​ ​ - ​ ​ - ​ ​ ​ ​ (20,437) Gain on Dispositions ​ - ​ ​ - ​ ​ - ​ ​ ​ ​ - ​ ​ 160,856 ​ 4g ​ ​ - ​ ​ 22,008 ​ 4j ​ ​ 182,864 Other income (expense), net ​ 5,469 ​ ​ 1,816 ​ ​ (1,792) ​ 4d ​ ​ (68) ​ ​ - ​ ​ ​ ​ - ​ ​ - ​ ​ ​ ​ 5,425 Income (loss) before income taxes ​ (238,272) ​ ​ (71,385) ​ ​ 4,608 ​ ​ ​ ​ (20,800) ​ ​ 183,417 ​ ​ ​ ​ 60,000 ​ ​ 22,008 ​ ​ ​ ​ (60,424) Income tax provision (benefit) ​ (380) ​ ​ - ​ ​ - ​ ​ ​ ​ - ​ ​ - ​ ​ ​ ​ - ​ ​ - ​ ​ ​ ​ (380) Net income (loss) $ (237,892) ​ $ (71,385) ​ $ 4,608 ​ ​ ​ $ (20,800) ​ $ 183,417 ​ ​ ​ $ 60,000 ​ $ 22,008 ​ ​ ​ $ (60,044) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Basic and diluted net loss per share $ (2.53) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ $ (0.59) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted-average number of shares used in computing basic and diluted net loss per share ​ 94,162,637 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 102,469,180 ​ See accompanying notes to the unaudited pro forma condensed combined financial information. ​ COHERUS BIOSCIENCES, INC. NOTES TO THE PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION (UNAUDITED)

Unaudited Pro Forma Condensed Combined Financial Information. Preferred Stock Offering (continued) Underwriters pursuant to their overallotment option granted to the Underwriters under the terms of the Underwriting Agreement. The Shares were offered and sold by the Company pursuant to the terms of the Underwriting Agreement and registered pursuant to the Company’s registration statement on (i) Form S-1, as amended, which was filed with the Securities and Exchange Commission and declared effective by the Commission on July 12, 2021 and (ii) the Company’s registration statement on Form S-1MEF, which was filed with the Commission on July 13, 2021 and declared effective upon filing. The closing of the offering for the Shares took place on July 16, 2021. The Shares have been approved for listing on Nasdaq under the trading symbol “AUVIP” and trading on Nasdaq began on July 14, 2021. On July 29, 2021, the Company issued a press release announcing that in connection with its previously announced public offering of its 10.5% Series A Cumulative Perpetual Preferred Stock, par value $0.0001 per share, it had closed the exercise of the underwriter’s overallotment option of 72,000 shares at $25.00 per share. Aggregate gross proceeds including the exercise of the underwriter's overallotment option was $12,272,440 after deducting underwriting discounts and commissions and fees and other estimated offering expenses. Pro forma Information (Continued) The following unaudited pro forma condensed combined financial statements are presented for information purposes only, in accordance with Article 11 of Regulation S-X and are not intended to represent or to be indicative of the income or financial position that the Company would have reported had the acquisitions been completed as of the dates set forth in the unaudited pro forma condensed combined financial statements due to various factors. The unaudited pro forma condensed combined balance sheet does not purport to represent the future financial position of the Company and the unaudited pro forma condensed combined statements of operations do not purport to represent the future results of operations of the Company. Given the comparable fiscal periods of Akida, KES, and JJS differ by less than 93 days, as permitted by Regulation S-X, the unaudited pro forma condensed combined statement of operations for the year ended December 31, 2020 combines Xxxxx’s condensed statement of operations for the year ended September 30, 2020 and KES and JJS condensed combined statement of operations for the year ended October 31, 2020 with the consolidated statement of operations of the Company for the year ended December 31, 2020. The unaudited pro forma condensed combined balance sheet as of June 30, 2021 combines KES and JJS condensed balance sheet as of July 31, 2021 with the consolidated condensed balance sheet of the Company as of June 30, 2021 gives effect to the KES Agreement and the XXX Agreement as if they had occurred on June 30, 2021. The following Applied UV, Inc. Unaudited Pro Forma Condensed Combined Financial Information These unaudited pro forma condensed combined financial statements should be read in conjunction with the following: · The accompanying notes to the unaudited pro forma condensed financial statements. · The historical consolidated financial statements and accompanying notes of operations the Company included in the annual report on form 10-K for the year ended December 31, 2020 2020. · The historical consolidated financial statements and accompanying notes of the Company included in the interim report on form 10-Q for the six months ended June 30, 2021 give effect to the 2021. · The KES Agreement, the XXX Agreement and the Akida Agreement as if they had occurred on January 1, 2020. The historical financial information is based on the Company’s JJS audited and unaudited interim consolidated financial statements, XXX and XXX audited and unaudited interim combined financial statements, XXX’s audited and unaudited interim financial statements and Xxxxx’s audited and unaudited interim financial statements. The unaudited pro forma condensed combined financial statements reflect management’s preliminary estimates of fair value of purchase price consideration and the fair values of tangible and intangible assets acquired and liabilities assumed included as Exhibit 99.1 in the acquisitions, with the remaining estimated purchase consideration recorded as goodwill. Independent valuation specialists have conducted analysis this Current Report on Form 8-K/A to assist management of the Company in determining the fair value of the assets acquired and liabilities assumed. the Company’s management is responsible for these third-party valuations. Since which these unaudited pro forma condensed combined financial statements have been prepared based on preliminary estimates of the fair value of purchase consideration are attached. · The XXX audited and fair values of assets acquired and liabilities assumed, the actual amounts to be reported in future filings may differ materially from the amounts used unaudited financial statements included as Exhibit 99.1 in the pro forma condensed combined Current Report on Form 8-K/A filed on November 12, 2021 and related to the Company’s acquisition of XXX. · Xxxxx’s audited consolidated financial statementsstatements and notes thereto for the years ended September 30, 2020 and 2019, included in Exhibit 99.1 to the Current Report on Form 8-K/A, filed with the SEC on February 11, 2021. Applied UV, Inc.Inc. Unaudited Pro Forma Condensed Combined Balance Sheet As of June 30, 2021 KES and Transaction Applied JSS XXX Accounting Pro Forma Historical (1) Historical Historical Adjustments Notes Combined Assets Current Assets: Cash $ 7,017,558 $ — $ 2,048,593 $ (3,576,153 ) A, B $ 5,489,998 Vendor deposit 1,189,364 — — — 1,189,364 Accounts receivable, net of allowances 384,657 263,548 271,232 — 919,437 Inventory 592,117 622,359 428,266 — 1,642,742 Prepaid expenses and other current assets 242,451 74,178 — — 316,629 Note receivable, related party 500,000 — — — 500,000 Total current assets 9,926,147 960,085 2,748,091 (3,576,153 ) 10,058,170 Machinery and equipment, net 198,883 347,510 1,982 (312,893 ) B 253,482 Right of use asset 461,580 — — 128,175 G 589,755 Other intangible assets, net 4,938,250 — — 14,430,000 D 19,368,250 Goodwill 2,728,279 — — 1,943,803 E 4,672,082 Patents, net 187,595 — — — 187,595 Notes receivable, related party — 546,429 — (546,429 ) B — Notes receivable, stockholder — 78,421 — (78,421 ) B — Other non-current assets — 2,556 — — 2,556 Total assets $ 18,440,734 $ 1,935,001 $ 2,750,073 $ 11,988,082 $ 35,113,890 Liabilities and Stockholders’ Equity Current Liabilities Accounts payable and accrued expenses $ 1,062,330 $ 264,817 $ 48,724 $ 163,500 $ 1,539,371 Line of credit — 111,650 — (111,650 ) B — Deferred revenue 1,745,424 — — — 1,745,424 Warrant liability 435,577 — — — 435,577 Capital lease obligations 6,648 — — — 6,648 Lease liability 160,568 — — 32,975 G 193,543 Payroll protection program loan 296,827 — — — 296,827 Loan payable 67,500 65,657 — (65,657 ) B 67,500 Total Current Liabilities 3,774,874 442,124 48,724 19,168 4,284,890 Long-term Liabilities Capital lease obligations 4,982 — — — 4,982 Loan payable 90,000 458,978 — (458,978 ) B 90,000 Lease liability 301,012 — — 107,349 G 408,361 Total Liabilities 4,170,868 901,102 48,724 (332,461 ) 4,788,233 Stockholders’ Equity/Members’ Deficit Series X preferred stock 1 — — — 1 Series A Cumulative Perpetual — — — 55 A 55 Common stock 942 500 — -450 A 992 Additional paid-in capital 19,659,197 — — 16,231,335 A 35,890,532 Members’ equity — — 2,701,349 (2,701,349 ) C — Treasury stock — (200,000 ) — 200,000 C — Retained earnings (deficit) (5,390,274 ) 1,233,399 — (1,409,048 ) C, F (5,565,923 ) Total Stockholders’ Equity/Members’ Equity 14,269,866 1,033,899 2,701,349 12,320,543 30,325,657 Total Liabilities and Stockholders’ Equity/Members’ Equity $ 18,440,734 $ 1,935,001 2,750,073 $ 11,988,082 $ 35,113,890

Unaudited Pro Forma Condensed Combined Financial Information. Preferred Stock Offering (continued) Underwriters pursuant to their overallotment option granted to the Underwriters under the terms of the Underwriting Agreement. The Shares were offered and sold by the Company pursuant to the terms of the Underwriting Agreement and registered pursuant to the Company’s registration statement on (i) Form S-1, as amended, which was filed with the Securities and Exchange Commission and declared effective by the Commission on July 12, 2021 and (ii) the Company’s registration statement on Form S-1MEF, which was filed with the Commission on July 13, 2021 and declared effective upon filing. The closing of the offering for the Shares took place on July 16, 2021. The Shares have been approved for listing on Nasdaq under the trading symbol “AUVIP” and trading on Nasdaq began on July 14, 2021. On July 29, 2021, the Company issued a press release announcing that in connection with its previously announced public offering of its 10.5% Series A Cumulative Perpetual Preferred Stock, par value $0.0001 per share, it had closed the exercise of the underwriter’s overallotment option of 72,000 shares at $25.00 per share. Aggregate gross proceeds including the exercise of the underwriter's overallotment option was $12,272,440 after deducting underwriting discounts and commissions and fees and other estimated offering expenses. Pro forma Information The following unaudited pro forma condensed combined balance sheet financial information with respect to Vanguard is based upon the historical consolidated financial statements of the Company as of June 30, 2021 gives effect to the KES Agreement and the XXX Agreement as if they had occurred on June 30, 2021Vanguard. The following unaudited pro forma condensed combined statements financials include the following: • The unaudited pro forma condensed combined balance sheet as of March 31, 2010, which assumes this offering was completed and the probable acquisition of DMC occurred on March 31, 2010. • The unaudited pro forma condensed combined statement of operations for the year ended June 30, 2009 and for the nine months ended March 31, 2010, which assumes this offering was completed and the probable acquisition of DMC occurred on July 1, 2008. Our fiscal year ends on June 30 of each year. DMC’s fiscal year ends on December 31. The unaudited pro forma condensed combined balance sheet combines our unaudited condensed consolidated balance sheet as of March 31, 2010 with the unaudited condensed consolidated balance sheet of DMC as of March 31, 2010. The unaudited pro forma condensed combined statement of operations for the year ended June 30, 2009 combines our audited consolidated statement of operations for the fiscal year ended June 30, 2009 with DMC’s unaudited condensed consolidated statement of operations for the twelve months ended June 30, 2009 (which was derived from DMC’s audited consolidated statement of operations for the year ended December 31, 2020 and 2008 less DMC’s unaudited consolidated statement of operations for the six months ended December 31, 2008 plus DMC’s unaudited consolidated statement of operations for the six months ended June 30, 2021 give effect to the KES Agreement, the XXX Agreement and the Akida Agreement as if they had occurred on January 1, 20202009). The historical financial information is based on unaudited pro forma condensed combined statement of operations for the Companynine months ended March 31, 2010 combines our unaudited condensed consolidated statement of operations for the nine months ended March 31, 2010 with DMC’s unaudited consolidated statement of operations for the nine months ended March 31, 2010 (which was derived from DMC’s audited and consolidated statement of operations for the year ended December 31, 2009 less DMC’s unaudited interim consolidated financial statementsstatement of operations for the six months ended June 30, XXX and XXX audited and 2009 plus DMC’s unaudited interim combined financial statementsconsolidated statement of operations for the three months ended March 31, XXX’s audited and unaudited interim financial statements and Xxxxx’s audited and unaudited interim financial statements2010). The unaudited pro forma condensed combined financial statements reflect information is presented for informational purposes only, is based on certain assumptions that we believe are reasonable and is not intended to represent our financial condition or results of operations had this offering or the Acquisition occurred on the dates noted above or to project the results for any future date or period. In the opinion of management’s preliminary estimates , all adjustments have been made that are necessary to present fairly the unaudited pro forma condensed combined financial information. We intend to use the net cash proceeds from this offering to fund a portion of fair value of the Acquisition purchase price consideration and to use $146.4 million of cash on hand to fund the remainder of the Acquisition purchase price and pay Acquisition-related expenses. The final purchase price for the Acquisition depends upon the actual amount of debt assumed and the final amounts of assets acquired and liabilities assumed. To the extent that additional funds are needed to fund the DMC consideration, the additional funds will be provided by borrowings under the New Revolving Credit Facility. The unaudited pro forma condensed combined financial information includes adjustments, which are based upon preliminary estimates, to reflect the allocation of the purchase price to the fair values of acquired assets and assumed liabilities of DMC. The final purchase price allocation will be based upon the fair values of actual net tangible and intangible assets acquired and liabilities assumed assumed. The preliminary purchase price allocation for DMC is subject to revision as more detailed analysis is completed and additional information related to the fair value of DMC’s assets and liabilities becomes available. Any change in the acquisitions, with the remaining estimated purchase consideration recorded as goodwill. Independent valuation specialists have conducted analysis to assist management of the Company in determining the fair value of the net assets acquired and liabilities assumedof DMC will change the amount of the purchase price allocable to goodwill. Additionally, changes in DMC’s working capital, including the Company’s management results of operations from March 31, 2010, through the date the proposed transaction is responsible for completed, will change the amount of goodwill recorded. Due to these third-party valuationsvarying assumptions, final purchase accounting adjustments may differ materially from the pro forma adjustments presented herein. Since these 28 The unaudited pro forma condensed combined financial statements have been prepared information does not include the potential acquisition of Resurrection’s Westlake Hospital, its West Suburban Medical Center and the outpatient facilities and other assets related to each hospital, based on preliminary estimates the status of the fair value acquisition. Unaudited Pro Forma Condensed Combined Balance Sheet As of purchase consideration March 31, 2010 Pro Forma Pro Forma Actual Probable DMC Acquisition Transaction Pro Forma Vanguard Acquisition Adjustments Adjustments Vanguard (Dollars in millions) ASSETS Current assets: Cash and fair values cash equivalents $ 210.3 $ 60.1 $ (424.4 ) (a) $ 217.9 (i) $ 63.9 Accounts receivable, net of allowance for doubtful accounts 294.8 152.6 — — 447.4 Prepaid expenses and other current assets acquired 105.6 127.1 (7.1 ) (b) (25.8 ) (j) (8.3 ) (f) — 191.5 Deferred income taxes 18.3 — — — 18.3 Total current assets 631.0 339.8 (465.6 ) 217.9 723.1 Property, plant and equipment, net 1,173.4 436.8 80.0 (c) — 1,690.2 Goodwill 649.1 0.1 (0.1 ) (d) — 118.6 (e) 767.7 Intangible assets 68.9 — — 7.1 (i) 76.0 Other assets 105.3 486.1 (266.8 ) (f) — (8.7 ) (d) 3.8 (a) 319.7 Total assets $ 2,627.7 $ 1,262.8 $ (538.8 ) $ 225.0 $ 3,576.7 LIABILITIES AND EQUITY Current liabilities: Accounts payable and accrued expenses $ 516.2 $ 324.9 $ (3.8 ) (g) $ — $ 811.5 (25.8 ) (j) Current maturities of debt and notes payable 8.2 42.0 (34.6 ) (g) — 15.6 Total current liabilities assumed, the actual amounts 524.4 366.9 (64.2 ) — 827.1 Other liabilities 109.2 433.1 (17.5 ) (b) — 524.8 Long-term debt 1,743.4 487.8 (478.1 ) (g) 225.0 (i) 1,978.1 Equity: Common stock — — — — — Additional paid-in capital 354.2 — — — 354.2 Accumulated other comprehensive loss (2.5 ) — — — (2.5 ) Net assets — (25.0 ) 25.0 (h) — — Retained deficit (108.7 ) — (4.0 ) (a) — (112.7 ) Total equity attributable to be reported in future filings may differ materially from the amounts used in the parent 243.0 (25.0 ) 21.0 — 239.0 Non-controlling interests 7.7 — — — 7.7 Total equity 250.7 (25.0 ) 21.0 — 246.7 Total liabilities and equity $ 2,627.7 $ 1,262.8 $ (538.8 ) $ 225.0 $ 3,576.7 See notes to unaudited pro forma condensed combined financial statementsbalance sheet. Applied UV, Inc.30

Unaudited Pro Forma Condensed Combined Financial Information. Preferred Stock Offering (continued) Underwriters pursuant to their overallotment option granted to the Underwriters under the terms of the Underwriting Agreement. The Shares were offered and sold by the Company pursuant to the terms of the Underwriting Agreement and registered pursuant to the Company’s registration statement on (i) Form S-1, as amended, which was filed with the Securities and Exchange Commission and declared effective by the Commission on July 12, 2021 and (ii) the Company’s registration statement on Form S-1MEF, which was filed with the Commission on July 13, 2021 and declared effective upon filing. The closing of the offering for the Shares took place on July 16, 2021. The Shares have been approved for listing on Nasdaq under the trading symbol “AUVIP” and trading on Nasdaq began on July 14, 2021. On July 29, 2021, the Company issued a press release announcing that in connection with its previously announced public offering of its 10.5% Series A Cumulative Perpetual Preferred Stock, par value $0.0001 per share, it had closed the exercise of the underwriter’s overallotment option of 72,000 shares at $25.00 per share. Aggregate gross proceeds including the exercise of the underwriter's overallotment option was $12,272,440 after deducting underwriting discounts and commissions and fees and other estimated offering expenses. Pro forma Information The following unaudited pro forma condensed combined financial information included herein presents the unaudited pro forma condensed combined balance sheet and the unaudited pro forma condensed combined statements of operations of Coherus after giving pro forma effect to (i) the Disposition, and related transactions and (ii) the acquisition of Surface (the “Merger” and together with the Disposition, the “Combined Transactions”). Surface’s historical operations for the period prior to the Acquisition Date (“Pre-Acquisition Surface”) are presented separately in the pro forma condensed combined financial information and the historical operations for the period including and after the Acquisition Date for the surviving subsidiary of the Company Merger, Surface Oncology, LLC, have been presented within the consolidated results of Coherus. The unaudited pro forma condensed combined financial information presented below has been derived from: ● the historical audited consolidated financial statements of Coherus contained in its Annual Report on Form 10-K for the year ended December 31, 2022; ​ ● the historical unaudited condensed consolidated financial information of Coherus as of and for the nine months ended September 30, 2023 contained in its Quarterly Report on Form 10-Q for the period ended September 30, 2023; ​ ● the historical audited consolidated financial statements of Surface for the year ended December 31, 2022 filed as Exhibit 99.1 to Coherus’ Current Report on Form 8-K/A filed on November 6, 2023; ​ ● the historical unaudited condensed consolidated financial statements of Surface as of June 30, 2021 gives effect to 2023 and for the KES Agreement and the XXX Agreement as if they had occurred on six months ended June 30, 20212023 filed as Exhibit 99.1 to Coherus’ Current Report on Form 8-K/A filed on November 13, 2023; and ​ ● the historical unaudited condensed consolidated financial information and the related accounting records of Surface’s operations for the period from July 1, 2023 to the Acquisition Date. The unaudited pro forma condensed combined financial information has been prepared in accordance with Regulation S-X Article 11, Pro Forma Financial Information, as amended by the final rule, Release No. 33-10786 “Amendments to Financial Disclosures about Acquired and Disposed Businesses,” which is referred herein as “Article 11.” Article 11 provides the following pro forma adjustments to the historical financial information: ● Transaction Accounting Adjustments – Adjustments that reflect only the application of required accounting to the acquisition, disposition, or other transaction. ​ ● Autonomous Entity Adjustments – Adjustments that are necessary to reflect the operations and financial position of the registrant as an autonomous entity when the registrant was previously part of another entity. The transaction accounting adjustments are based on available information and assumptions that Coherus’ management believes are reasonable. However, such adjustments are preliminary estimates and actual experience may differ materially from expectations. There were no autonomous entity adjustments. Article 11 permits presentation of reasonably estimable synergies, dis-synergies and other transaction effects that have occurred or are expected to occur (“Management’s Adjustments”); however, Xxxxxxx has elected not to present Management’s Adjustments. No tax effects related to Transaction Accounting Adjustments were included as the related impacts were immaterial. The unaudited pro forma condensed combined statements of operations for the nine months ended September 30, 2023 and for the year ended December 31, 2020 and 2022 were prepared as though the six months ended June 30, 2021 give effect to the KES Agreement, the XXX Agreement and the Akida Agreement as if they had Combined Transactions occurred on January 1, 20202022. The historical financial information is based unaudited pro forma condensed combined balance sheet as of September 30, 2023 was prepared as though the Disposition and related transactions occurred on the Company’s audited and unaudited interim consolidated financial statementsSeptember 30, XXX and XXX audited and unaudited interim combined financial statements, XXX’s audited and unaudited interim financial statements and Xxxxx’s audited and unaudited interim financial statements2023. The unaudited pro forma condensed combined financial statements information is for illustrative purposes only, does not reflect management’s preliminary estimates what Coherus’ financial position and results of fair value operations would have been had the Combined Transactions occurred on the dates indicated, is not necessarily indicative of purchase price consideration Coherus’ future financial position and future results of operations and does not reflect all actions that may be taken by Coherus after the fair values of tangible and intangible assets acquired and liabilities assumed in the acquisitions, with the remaining estimated purchase consideration recorded as goodwill. Independent valuation specialists have conducted analysis to assist management closing of the Company in determining Combined Transactions. Additionally, the fair value of the assets acquired and liabilities assumed. the Company’s management is responsible for these third-party valuations. Since these unaudited pro forma condensed combined financial statements have been prepared based on preliminary estimates of information does not give effect to anticipated synergies, dis-synergies, operating efficiencies, tax savings or cost savings that may be associated with the fair value of purchase consideration Combined Transactions including the related transactions. There were no existing contractual relationships between Coherus and fair values of assets acquired Surface or between Coherus and liabilities assumed, Purchaser during the actual amounts to be reported in future filings may differ materially from the amounts used periods presented in the unaudited pro forma condensed combined financial statementsinformation. Applied UVThe unaudited pro forma condensed combined financial information constitutes forward-looking information, Inc.is subject to certain risks and uncertainties that could cause actual results to differ materially from those anticipated and should be read in conjunction with the accompanying notes thereto. ​ COHERUS BIOSCIENCES, INC. UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET SEPTEMBER 30, 2023 (in thousands, except share and per share data) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Historical Coherus ​ CIMERLI Disposition (3a) ​ Pro Forma Adjustments ​ Notes ​ Combined Balance Sheet Assets ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Cash and cash equivalents $ 80,259 ​ $ - ​ $ 179,823 ​ 3b ​ $ 77,692 ​ ​ ​ ​ ​ - ​ ​ (181,846) ​ 3c ​ ​ ​ ​ ​ ​ ​ ​ - ​ ​ (544) ​ 3g ​ ​ ​ Investments in marketable securities ​ 50,818 ​ ​ - ​ ​ - ​ ​ ​ ​ 50,818 Trade receivables, net ​ 216,511 ​ ​ - ​ ​ - ​ ​ ​ ​ 216,511 Inventory ​ 66,783 ​ ​ (11,875) ​ ​ - ​ ​ ​ ​ 54,908 Prepaid manufacturing ​ 13,772 ​ ​ (6,074) ​ ​ - ​ ​ ​ ​ 7,698 Other prepaids and current assets ​ 16,222 ​ ​ (1,696) ​ ​ - ​ ​ ​ ​ 14,526 Total current assets ​ 444,365 ​ ​ (19,645) ​ ​ (2,567) ​ ​ ​ ​ 422,153 Property and equipment, net ​ 6,069 ​ ​ - ​ ​ - ​ ​ ​ ​ 6,069 Inventory, non-current ​ 79,002 ​ ​ (111) ​ ​ - ​ ​ ​ ​ 78,891 Goodwill and intangible assets, net ​ 46,524 ​ ​ (2,876) ​ ​ - ​ ​ ​ ​ 43,648 Other assets, non-current ​ 7,823 ​ ​ (82) ​ ​ - ​ ​ ​ ​ 7,741 Total assets $ 583,783 ​ $ (22,714) ​ $ (2,567) ​ ​ ​ $ 558,502 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Liabilities and stockholders' equity (deficit) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Accounts payable $ 37,092 ​ $ - ​ $ - ​ ​ ​ $ 37,092 Accrued rebates, fees and reserves ​ 117,369 ​ ​ - ​ ​ - ​ ​ ​ ​ 117,369 Accrued compensation ​ 18,084 ​ ​ - ​ ​ - ​ ​ ​ ​ 18,084 Accrued and other current liabilities ​ 67,114 ​ ​ - ​ ​ 550 ​ 3d ​ ​ 67,664 Total current liabilities ​ 239,659 ​ ​ - ​ ​ 550 ​ ​ ​ ​ 240,209 Term loans ​ 246,217 ​ ​ - ​ ​ (181,846) ​ 3c ​ ​ 64,371 Convertible notes ​ 226,557 ​ ​ - ​ ​ - ​ ​ ​ ​ 226,557 Lease liabilities, non-current ​ 1,436 ​ ​ - ​ ​ - ​ ​ ​ ​ 1,436 Other liabilities, non-current ​ 3,513 ​ ​ - ​ ​ 4,861 ​ 3f ​ ​ 8,374 Total liabilities ​ 717,382 ​ ​ - ​ ​ (176,435) ​ ​ ​ ​ 540,947 Commitments and contingencies ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Stockholders’ equity (deficit): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Common stock ($0.0001 par value; shares authorized: 300,000,000; shares issued and outstanding: 109,113,046) ​ 11 ​ ​ - ​ ​ - ​ ​ ​ ​ 11 Additional paid-in capital ​ 1,366,502 ​ ​ - ​ ​ 188 ​ 3e ​ ​ 1,366,690 Accumulated other comprehensive loss ​ (265) ​ ​ - ​ ​ - ​ ​ ​ ​ (265) Accumulated deficit ​ (1,499,847) ​ ​ (22,714) ​ ​ 179,823 ​ 3b ​ ​ (1,348,881) ​ ​ ​ ​ ​ ​ ​ ​ (550) ​ 3d ​ ​ ​ ​ ​ ​ ​ ​ - ​ ​ (544) ​ 3g ​ ​ ​ ​ ​ ​ ​ ​ - ​ ​ (188) ​ 3e ​ ​ ​ ​ ​ ​ ​ ​ - ​ ​ (4,861) ​ 3f ​ ​ ​ Total stockholders' equity (deficit) ​ (133,599) ​ ​ (22,714) ​ ​ 173,868 ​ ​ ​ ​ 17,555 Total liabilities and stockholders' equity (deficit) $ 583,783 ​ $ (22,714) ​ $ (2,567) ​ ​ ​ $ 558,502 ​ See accompanying notes to the unaudited pro forma condensed combined financial information. ​ COHERUS BIOSCIENCES, INC. UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENTS OF OPERATIONS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2023 (in thousands, except share and per share data) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Historical ​ ​ ​ ​ ​ ​ CIMERLI Disposition ​ ​ ​ ​ ​ ​ Coherus ​ Pre-Acquisition Surface ​ Surface Transaction Accounting Adjustments ​ Notes ​ CIMERLI Disposition (4l) ​ CIMERLI Transaction Accounting Adjustments ​ Notes ​ Combined Statements of Operations Net revenue $ 165,720 ​ $ - ​ $ - ​ ​ ​ $ (72,939) ​ $ - ​ ​ ​ $ 92,781 Costs and expenses: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Cost of goods sold ​ 74,425 ​ ​ - ​ ​ 622 ​ 4j ​ ​ (43,082) ​ ​ - ​ ​ ​ ​ 31,965 Research and development ​ 83,068 ​ ​ 37,505 ​ ​ (3,726) ​ 4c ​ ​ (1,449) ​ ​ - ​ ​ ​ ​ 110,631 ​ ​ ​ ​ ​ ​ ​ ​ (1,663) ​ 4d ​ ​ - ​ ​ - ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (2,927) ​ 4e ​ ​ - ​ ​ - ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (177) ​ 4i ​ ​ - ​ ​ - ​ ​ ​ ​ ​ Selling, general, and administrative ​ 142,521 ​ ​ 19,647 ​ ​ (2,059) ​ 4c ​ ​ (22,769) ​ ​ - ​ ​ ​ ​ 136,445 ​ ​ ​ ​ ​ ​ ​ ​ 1,060 ​ 4d ​ ​ - ​ ​ - ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (1,908) ​ 4e ​ ​ - ​ ​ - ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (47) ​ 4i ​ ​ - ​ ​ - ​ ​ ​ ​ ​ Restructuring charges ​ - ​ ​ 12,009 ​ ​ (12,009) ​ 4g ​ ​ - ​ ​ - ​ ​ ​ ​ - Total costs and expenses ​ 300,014 ​ ​ 69,161 ​ ​ (22,834) ​ ​ ​ ​ (67,300) ​ ​ - ​ ​ ​ ​ 279,041 Income (loss) from operations ​ (134,294) ​ ​ (69,161) ​ ​ 22,834 ​ ​ ​ ​ (5,639) ​ ​ - ​ ​ ​ ​ (186,260) Interest income (expense) ​ (29,923) ​ ​ (4,040) ​ ​ 1,584 ​ 4a ​ ​ - ​ ​ 14,642 ​ 4n ​ ​ (15,281) ​ ​ ​ ​ ​ ​ ​ ​ 2,456 ​ 4b ​ ​ - ​ ​ - ​ ​ ​ ​ ​ Other income (expense), net ​ 5,598 ​ ​ 1,816 ​ ​ (1,792) ​ 4f ​ ​ (68) ​ ​ - ​ ​ ​ ​ 5,554 Income (loss) before income taxes ​ (158,619) ​ ​ (71,385) ​ ​ 25,082 ​ ​ ​ ​ (5,707) ​ ​ 14,642 ​ ​ ​ ​ (195,987) Income tax provision (benefit) ​ (380) ​ ​ ​ ​ ​ 380 ​ 4k ​ ​ - ​ ​ - ​ ​ ​ ​ - Net income (loss) $ (158,239) ​ $ (71,385) ​ $ 24,702 ​ ​ ​ $ (5,707) ​ $ 14,642 ​ ​ ​ $ (195,987) Basic and diluted net loss per share $ (1.79) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ $ (1.97) Weighted-average number of shares used in computing basic and diluted net loss per share ​ 88,277,936 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 99,437,419 ​ See accompanying notes to the unaudited pro forma condensed combined financial information. ​ COHERUS BIOSCIENCES, INC. UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENTS OF OPERATIONS FOR THE YEAR ENDED DECEMBER 31, 2022 (in thousands, except shares and per share data) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Historical ​ ​ ​ ​ ​ ​ CIMERLI Disposition ​ ​ ​ ​ ​ ​ Coherus ​ Pre-Acquisition Surface ​ Surface Transaction Accounting Adjustments ​ Notes ​ CIMERLI Disposition (4l) ​ CIMERLI Transaction Accounting Adjustments ​ Notes ​ Combined Statements of Operations Net revenue $ 211,042 ​ $ - ​ $ - ​ ​ ​ $ (6,946) ​ $ - ​ ​ ​ $ 204,096 License-related revenue ​ - ​ ​ 30,000 ​ ​ - ​ ​ ​ ​ - ​ ​ - ​ ​ ​ ​ 30,000 Total revenue ​ 211,042 ​ ​ 30,000 ​ ​ - ​ ​ ​ ​ (6,946) ​ ​ - ​ ​ ​ ​ 234,096 Costs and expenses: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Cost of goods sold ​ 70,083 ​ ​ - ​ ​ 902 ​ 4j ​ ​ (4,029) ​ ​ - ​ ​ ​ ​ 66,956 Research and development ​ 199,358 ​ ​ 67,003 ​ ​ (2,769) ​ 4d ​ ​ (2,201) ​ ​ - ​ ​ ​ ​ 266,428 ​ ​ ​ ​ ​ ​ ​ ​ (1,004) ​ 4e ​ ​ - ​ ​ - ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 5,864 ​ 4g ​ ​ - ​ ​ - ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 177 ​ 4i ​ ​ - ​ ​ - ​ ​ ​ ​ ​ Selling, general, and administrative ​ 198,481 ​ ​ 24,866 ​ ​ (1,070) ​ 4d ​ ​ (17,373) ​ ​ 188 ​ 4o ​ ​ 216,326 ​ ​ ​ ​ ​ ​ ​ ​ (363) ​ 4e ​ ​ - ​ ​ 4,861 ​ 4p ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 6,145 ​ 4g ​ ​ - ​ ​ - ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 544 ​ 4h ​ ​ - ​ ​ - ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 47 ​ 4i ​ ​ - ​ ​ - ​ ​ ​ ​ ​ Total costs and expenses ​ 467,922 ​ ​ 91,869 ​ ​ 8,473 ​ ​ ​ ​ (23,603) ​ ​ 5,049 ​ ​ ​ ​ 549,710 Income (loss) from operations ​ (256,880) ​ ​ (61,869) ​ ​ (8,473) ​ ​ ​ ​ 16,657 ​ ​ (5,049) ​ ​ ​ ​ (315,614) Interest income (expense) ​ (32,474) ​ ​ (3,146) ​ ​ 3,146 ​ 4a ​ ​ - ​ ​ 15,326 ​ 4n ​ ​ (17,148) Loss on debt extinguishment ​ (6,222) ​ ​ - ​ ​ (2,456) ​ 4b ​ ​ - ​ ​ - ​ ​ ​ ​ (8,678) Loss from lease termination ​ - ​ ​ - ​ ​ (5,785) ​ 4c ​ ​ - ​ ​ - ​ ​ ​ ​ (5,785) Gain on Disposition ​ - ​ ​ - ​ ​ - ​ ​ ​ ​ - ​ ​ 156,559 ​ 4m ​ ​ 156,559 Other income (expense), net ​ 3,822 ​ ​ 1,429 ​ ​ (1,458) ​ 4f ​ ​ - ​ ​ - ​ ​ ​ ​ 3,793 Income (loss) before income taxes ​ (291,754) ​ ​ (63,586) ​ ​ (15,026) ​ ​ ​ ​ 16,657 ​ ​ 166,836 ​ ​ ​ ​ (186,873) Income tax provision (benefit) ​ - ​ ​ - ​ ​ (380) ​ 4k ​ ​ - ​ ​ - ​ ​ ​ ​ (380) Net income (loss) $ (291,754) ​ $ (63,586) ​ $ (14,646) ​ ​ ​ $ 16,657 ​ $ 166,836 ​ ​ ​ $ (186,493) Basic and diluted net loss per share $ (3.76) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ $ (2.08) Weighted-average number of shares used in computing basic and diluted net loss per share ​ 77,630,020 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 89,769,991 ​ See accompanying notes to the unaudited pro forma condensed combined financial information. ​ COHERUS BIOSCIENCES, INC. NOTES TO THE PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION (UNAUDITED)