25 unchanged sentences
(the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025, based on the COSO criteria.
−Removed: We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2024 and 2023, the related consolidated statements of operations and comprehensive loss, redeemable convertible preferred shares and shareholders' equity (deficit) and cash flows for each of the two years in the period ended December 31, 2024, and the related notes and our report dated February 27, 2025 expressed an unqualified opinion thereon.
+Added: We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the 2025 consolidated financial statements of the Company and our report dated February 26, 2026 expressed an unqualified opinion thereon.
Basis for Opinion
8 unchanged sentences
Definition and Limitations of Internal Control Over Financial Reporting
−Removed: A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes
−Removed: in accordance with generally accepted accounting principles.
+Added: A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.
A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;
12 unchanged sentences
Directors, Executive Officers and Corporate Governance.
−Removed: The remaining information required by this item will be set forth in the Proxy Statement in the section headed “Election of Directors,” “Information Regarding the Board of Directors and Corporate Governance,” and “Delinquent Section 16(a) Reports,” if any, and is incorporated herein by reference.
We have adopted a Code of Business Conduct and Ethics that applies to all officers, directors and employees, including our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions.
2 unchanged sentences
The information contained on our website is not considered part of, or incorporated by reference into, this Annual Report on Form 10-K or any other filing that we make with the SEC.
+Added: The remaining information required by this item will be set forth in the Proxy Statement in the section headed “Election of Directors,” “Executive Officers,” “Certain Relationships and Related Person Transactions,” “Information Regarding the Board of Directors and Corporate Governance,” “Information Regarding Committees of the Board—Audit Committee” and “Delinquent Section 16(a) Reports,” if any, and is incorporated herein by reference.
Executive Compensation.
3 unchanged sentences
Certain Relationships and Related Transactions, and Director Independence
−Removed: The information called for by this item will be set forth in the Proxy Statement in the section headed “Certain Relationships and Related Persons Transactions,” and “Information Regarding the Board of Directors and Corporate Governance,” and is incorporated herein by reference.
+Added: The information called for by this item will be set forth in the Proxy Statement in the section headed “Certain Relationships and Related Person Transactions,” and “Information Regarding the Board of Directors and Corporate Governance,” and is incorporated herein by reference.
Principal Accountant Fees and Services.
19 unchanged sentences
March 30, 2023
+Added: Form of Pre-Funded Warrant
+Added: December 10, 2025
Form of Indemnification Agreement between the registrant and each of its executive officers and directors.
33 unchanged sentences
November 13, 2024
−Removed: Separation and Consulting Agreement, by and between the registrant and Mark Bach, dated September 12, 2024.
−Removed: November 13, 2024
−Removed: Executive Employment Agreement, by and between the registrant and Xichen Lin, dated July 22, 2022.
Employment Contract, by and between Shanghai ShouTi Biotechnology Co., Ltd.
5 unchanged sentences
Amended Non-Employee Director Compensation Policy.
−Removed: Severance and Change in Control Plan.
−Removed: January 12, 2023
Collaboration Agreement, by and between Lhotse Bio, Inc.
8 unchanged sentences
November 14, 2023
+Added: Executive Employment Agreement, by and between the registrant and Xichen Lin, dated July 22, 2025.
+Added: November 6, 2025
+Added: Severance and Change in Control Plan, as amended.
+Added: License Agreement, dated December 30, 2025, by and between Gasherbrum Bio, Inc., Genentech, Inc.
+Added: Hoffmann-La Roche Ltd.
Amended Insider Trading Policy.
+Added: February 27, 2025
Subsidiaries of the registrant.
−Removed: November 17, 2023
Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm.
20 unchanged sentences
Form 10–K Summary.
−Removed: Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of San Francisco, State of California, on February 27, 2025.
+Added: Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of San Francisco, State of California, on February 26, 2026.
STRUCTURE THERAPEUTICS INC.
30 unchanged sentences
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.