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Item 9A. Controls and Procedures

2024-03-08 compared with 2023-03-30 · 76 added, 896 removed, 146 unchanged (87% of the section changed)

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Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our Chief Executive Officer and our Chief Financial Officer, have evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this Annual Report on Form 10-K.

These disclosure controls and procedures are designed to provide reasonable assurance that information required to be disclosed in the reports we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC rules and forms, and that such information is accumulated and communicated to our management, including our CEO and our CFO, to allow timely decisions regarding required disclosure.

Based on that evaluation, our Chief Executive Officer and our Chief Financial Officer have concluded that, as of December 31, 2022, our disclosure controls and procedures were not effective at the reasonable assurance level because of the material weaknesses in our internal control over financial reporting as described below.

Material Weaknesses in Internal Controls Over Financial Reporting

We previously identified the material weaknesses in our internal control over financial reporting that continues to exists as of December 31, 2022.

Our management, with the participation of our Chief Executive Officer and our Chief Financial Officer, has evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of December 31, 2023, which is the end of the period covered by this Annual Report on Form 10-K.

These disclosure controls and procedures are designed to provide reasonable assurance that information required to be disclosed in the reports we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and our Chief Financial Officer, to allow timely decisions regarding required disclosure.

Based on that evaluation, our Chief Executive Officer and our Chief Financial Officer have concluded that, as of December 31, 2023, our disclosure controls and procedures were not effective at the reasonable assurance level.

Management’s Annual Report on Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rule 13a-15(f) under the Exchange Act.

Our management, including our Chief Executive Officer and Chief Financial Officer, conducted an evaluation of the effectiveness of our internal control over financial reporting based on the 2013 framework in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission.

Based on this evaluation, our management concluded that our internal control over financial reporting was not effective as of December 31, 2023 due to the material weakness in internal control over financial reporting, described below.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

Also, projections of any evaluation of effectiveness to future periods are subject to the risks that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Material Weakness in Internal Controls Over Financial Reporting

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of the annual or interim financial statements will not be prevented or detected on a timely basis.

These material weaknesses are as follows:

We did not design and maintain an effective control environment commensurate with our financial reporting requirements as we lacked a sufficient complement of professionals commensurate with our financial reporting requirements.

Additionally, the lack of a sufficient number of professionals resulted in an inability to consistently establish appropriate authorities and responsibilities in pursuit of our financial reporting objectives, as demonstrated by, amongst other things, insufficient segregation of duties in our finance and accounting functions.

This material weakness contributed to the following additional material weaknesses:

We previously identified a material weakness in our internal control over financial reporting that continues to exist as of December 31, 2023 in that we did not design and maintain an effective control environment as we lacked a sufficient complement of professionals commensurate with our financial reporting requirements.

This material weakness did not result in any material misstatements to the consolidated financial statements.

Management’s Plan to Remediate the Remaining Material Weakness

We have taken and will continue to take certain measures to remediate the material weakness that continues to exist as of December 31, 2023 as efficiently and effectively as possible.

We have hired additional

accounting personnel, including but not limited to the hiring of a senior director of SEC reporting and technical accounting, senior director of financial planning and analysis, director of accounting, senior director of internal controls and senior director of accounting and controller.

The material weakness will not be considered remediated until management completes the design and implementation of the measures described above and the controls operate for a sufficient period of time and management has concluded, through testing, that these controls are effective.

Remediation of Previously Reported Material Weaknesses

Two material weaknesses reported in the prior year were remediated in 2023.

These material weaknesses were as follows:

We did not design and maintain effective controls to ensure adequate segregation of duties within our financial reporting function, including controls related to the procurement and payroll processes, journal entries and account reconciliations.

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and (iii) computer operations controls to ensure that processing of data and data backups and recovery are monitored.

These material weaknesses did not result in any misstatements to the consolidated financial statements.

However, these material weaknesses could result in a misstatement of substantially all of our accounts or disclosures that would result in a material misstatement to the annual or interim consolidated financial statements that would not be prevented or detected.

Management’s Plan to Remediate the Material Weaknesses

We have taken and will continue to take certain measures to remediate the material weaknesses described above.

We have begun to hire additional accounting and IT personnel, including but not limited to the hiring of a senior director of SEC reporting and technical reporting in December 2021, director of finance and financial planning and analysis in February 2022 and director of information security in April 2022.

In May 2022, we appointed our existing chief operating officer as our chief financial officer.

In addition to the key hires, we have also engaged third-party consultants and advisors to assist us in designing and implementing controls necessary to remediate the material weakness, including formalization of our control environment using the criteria described in "Internal Control - Integrated Framework"

(2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) , implementing segregation of duties in the areas described above which gave rise to the material weaknesses and implementation of key mitigating controls to address key risks, and establishing key IT general controls over relevant IT domains and key systems relevant to our financial reporting processes.

The material weaknesses will not be considered remediated until management completes the design and implementation of the measures described above and the controls operate for a sufficient period of time and management has concluded, through testing, that these controls are effective.

We are working to remediate the material weaknesses as efficiently and effectively as possible.

To respond to these material weaknesses, we have hired additional accounting personnel and we have also engaged third-party consultants and advisors to assist us in designing and implementing controls necessary to remediate these material weaknesses, including implementation of key mitigating controls to address key risks.

We have properly segregated duties throughout our financial reporting function through hiring additional personnel and also through system changes where applicable.

We designed and implemented IT general controls related to change management, user access and computer operations.

The new measures have been determined to have operated effectively for a sufficient period of time to conclude that the material weaknesses previously identified have been remediated as of December 31, 2023.

Changes in Internal Controls Over Financial Reporting

There were no changes in our internal controls over financial reporting identified in management’s evaluation pursuant to Rules 13a-15(f) or 15d-15(f) of the Exchange Act during our fourth quarter ended December 31, 2022 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Except for the changes in internal control as referenced above for the remediation of previously reported material weaknesses, there were no changes in our internal controls over financial reporting identified in management’s evaluation pursuant to Rules 13a-15(f) or 15d-15(f) of the Exchange Act during our fourth quarter ended December 31, 2023 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Limitations on Effectiveness of Disclosure Controls and Procedures

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Because of its inherent limitations, internal control over financial reporting may not prevent or detect financial statement errors and misstatements.

Also, projection of any evaluation of effectiveness to future periods is subject to the risk that controls may become inadequate because of changes in conditions or that the degree of compliance with the policies or procedures may deteriorate.

Management’s Annual Report on Internal Control Over Financial Reporting

This Annual Report does not include a report of management's assessment regarding internal control over financial reporting or an attestation report of the company's registered public accounting firm due to a transition period established by rules of the Securities and Exchange Commission for newly public companies.

Also, projection of any evaluation of effectiveness to

future periods is subject to the risk that controls may become inadequate because of changes in conditions or that the degree of compliance with the policies or procedures may deteriorate.

Other Information.

Trading Arrangements

During the three months ended December 31, 2023, the following officer (as defined in Rule 16a-1(f) under the Exchange Act) adopted a “Rule 10b5-1 trading arrangement” (as such term is defined in Item 408(a) of Regulation S-K).

Type of Trading Arrangement

Name and Position

Rule 10b5-1**

Total ADSs to be Sold

Expiration Date

Xichen Lin , Ph.D., Chief Scientific Officer

December 28, 2023

December 15, 2024

* Contract, instruction or written plan intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act.

** “Non-Rule 10b5-1 trading arrangement” as defined in Item 408(c) of Regulation S-K under the Exchange Act.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

Not Applicable.

We will file a definitive Proxy Statement for our 2024 Annual General Meeting of shareholders (the “Proxy Statement”) with the SEC, pursuant to Regulation 14A, not later than 120 days after the end of our fiscal year.

Accordingly, certain information required by Part III has been omitted under General Instruction G(3) to Form 10-K.

Only those sections of the Proxy Statement that specifically address the items set forth herein are incorporated by reference.

Directors, Executive Officers and Corporate Governance.

The following table sets forth information regarding our directors as of the date of this Annual Report:

Welch (1)(2)(3)

Chairman of the Board

Raymond Stevens, Ph.D.

Director, Chief Executive Officer

Ramy Farid, Ph.D.

Sharon Tetlow (1)(3)

Eric Dobmeier (1)(2)

Joanne Waldstreicher, M.D.

Member of our audit committee.

Member of our compensation committee.

Member of our nominating and governance committee.

Welch has served as Chairman of our board of directors since January 2022.

Welch served as an Executive Partner of Sofinnova Ventures, a venture capital firm from January 2015 to February 2018.

Prior to serving at Sofinnova, Mr.

Welch served as Chief Executive Officer and President of InterMune, Inc., a biotechnology company, from September 2003 until its acquisition by Roche Holdings AG (OTCMKTS:

RHHBY) in September 2014.

Welch also served as Chairman of InterMune from May 2008 to September 2014.

Prior to serving at InterMune, Mr.

Welch served as Chairman and Chief Executive Officer of Triangle Pharmaceuticals, Inc., a pharmaceutical company that was acquired by Gilead Sciences, Inc.

GILD) from 2002 to 2003.

Prior to serving at Triangle Pharmaceuticals, Mr.

Welch served as President of Biopharmaceuticals at Elan Corporation (TYO:

6099) from 2000 to 2002.

Prior to serving at Elan, Mr.

Welch served in various senior management roles at Sanofi-Synthelabo, now Sanofi S.A.

SNY), from 1987 to 2000, including as Vice President of Worldwide Marketing and Chief Operating Officer of the U.S.

Welch currently serves on the boards of directors of Nuvation Bio Inc.

NUVB), SeaGen Inc.

SGEN), and Ultragenyx Pharmaceutical Inc.

Welch received his B.B.A.

in Marketing from the University of Miami and his M.B.A.

from the University of North Carolina.

We believe that Mr.

Welch is qualified to serve on our board of directors based on his operational and strategic expertise in the global pharmaceutical market, his experience serving on the board of directors of

publicly traded pharmaceutical companies and his extensive experience in leading companies from clinical-stage drug development to large-scale global commercialization.

Raymond Stevens, Ph.D.

has served as our Chief Executive Officer since May 2019 and as a member of our board of directors since February 2019.

Previously, Dr.

Stevens founded the Bridge Institute at the University of Southern California, where he served as Founding Director and Professor from July 2014 to May 2019, and since then as Professor Emeritus.

Prior to founding the Bridge Institute, Dr.

Stevens founded the iHuman Institute at ShanghaiTech University (“iHuman Institute”), in January 2012, where he has since served as Founding Director and Adjunct Professor.

Prior to founding the iHuman Institute, Dr.

Stevens served as Professor, Department of Integrative Structural and Computational Biology and Chemistry at The Scripps Research Institute from June 1999 to July 2014.

Stevens also currently serves as a member of the board of directors of Danaher Corporation (NYSE:

Stevens completed a post-doctoral fellowship in Chemistry at Harvard University.

Stevens received his B.A.

in Chemistry from the University of Southern Maine, and his Ph.D.

in Organic Chemistry from the University of Southern California.

We believe that Dr.

Stevens is qualified to serve on our board of directors based on his extensive experience in the field of structure-based drug discovery and as a director of public and private companies.

As our Chief Executive Officer, Dr.

Stevens also provides invaluable insight to our management’s perspective in the board’s discussions regarding our company’s business and strategic plans.

Ramy Farid, Ph.D.

has served as a member of our board of directors since April 2019.

Since January 2017, Dr.

Farid has served as the President and Chief Executive Officer at Schrödinger, Inc.

SDGR), where he has served in various roles since 1987, including President from January 2008 to December 2016, Senior Vice President from January 2005 to December 2007, and Vice President, Scientific Development and Product Management from January 2003 to December 2004.

Prior to joining Schrödinger, Dr.

Farid was an Assistant Professor in the Chemistry Department at Rutgers University from July 1994 to December 2001.

Farid currently serves as a member of the board of directors of Schrödinger and Ajax Therapeutics, Inc.

a private biotechnology company applying computational chemistry and structure-based technologies to develop small molecules for hematologic malignancies.

Farid was previously a National Institute of Health Postdoctoral Fellow in the Department of Biochemistry and Biophysics at the University of Pennsylvania.

Farid received his B.S.

in Chemistry from the University of Rochester and his Ph.D.

in Chemistry from the California Institute of Technology.

We believe that Dr.

Farid is qualified to serve on our board of directors because of his extensive experience in the biopharmaceutical industry, including his expertise in drug discovery and development.

Sharon Tetlow has served as a member of our board of directors since March 2022.

Since January 2016, Ms.

Tetlow has served as Managing Partner of Potrero Hill Advisors, an advisory firm providing strategic and operational financial support to life sciences companies.

Prior to Potrero Hill Advisors, Ms.

Tetlow served as chief financial officer of several public and private biotech companies for the previous twenty years.

Tetlow currently serves on the board of directors, on the nominating and governance committee and as chair of the audit committee of DICE Therapeutics, Inc.

DICE), a biopharmaceutical company, on the board of directors and as chair of the audit committee of Catalyst Biosciences, Inc.

CBIO), a biopharmaceutical company, and on the supervisory board and as chair of the audit committee of Valneva SE (Nasdaq:

VLA), a global commercial stage, public vaccine company.

Tetlow received her B.S.

in Psychology from the University of Delaware and her M.B.A.

from Stanford University.

We believe that Ms.

Tetlow is qualified to serve as a member of our board of directors because of her expertise in corporate finance and strategy in the biotechnology and pharmaceutical industries and her public company board experience.

Eric Dobmeier has served as a member of our board of directors since December 2022.

Since April 2019, Mr.

Dobmeier has served as President, Chief Executive Officer and a member of the Board of Directors of Chinook Therapeutics, Inc.

KDNY), a publicly traded biotechnology company focused on kidney diseases.

Prior to joining Chinook Therapeutics, Mr.

Dobmeier served as President and Chief Executive Officer of Silverback Therapeutics, Inc.

from January 2018 to June 2018.

Prior to that, Mr.

Dobmeier held positions of increasing responsibility at Seattle Genetics, Inc.

SGEN), a publicly traded biotechnology company, from 2002 to December 2017, including as Chief Operating Officer from June 2011 to December 2017.

Previously, Mr.

Dobmeier was an attorney with the law firms of Venture Law Group and Heller Ehrman LLP, where he represented technology companies in connection with public and private financings, mergers and acquisitions and corporate partnering transactions.

Dobmeier currently serves on the board of directors of Atara Biotherapeutics, Inc.

ATRA), a publicly traded biotechnology company, where he has served since 2015.

Dobmeier previously served on the boards of directors of Adaptive Biotechnologies Corp (NASDAQ:

ADPT) from 2016 to

2021, Stemline Therapeutics, Inc.

STML) from 2012 to 2018 and Versartis from 2017 to 2018, each a publicly traded biopharmaceutical company.

He received his A.B.

in History from Princeton University and his J.D.

from the University of California, Berkeley School of Law.

We believe Mr.

Dobmeier is qualified to serve as a member of our board of directors because of his legal, business development and operating experience, senior management experience at public biotechnology companies and his service as a director of other biopharmaceutical companies.

Joanne Waldstreicher, M.D., has served as a member of our board of directors since December 2022.

Since December 2012, Dr.

Waldstreicher has served as Chief Medical Officer at Johnson & Johnson (NYSE:

JNJ), where she has served in various roles since 2002, including Chief Medical Officer & Head, Asia Pacific Medical Science at Janssen Pharmaceutical Companies of Johnson & Johnson from 2011 to 2012 and Senior Vice President, Head, Global Drug Development from 2007 to 2009.

Prior to joining Johnson & Johnson, Dr.

Waldstreicher oversaw endocrinology and metabolism clinical research at Merck Research Laboratories.

Waldstreicher also currently serves as a faculty affiliate of the Division of Medical Ethics, Department of Population Health at New York University School of Medicine.

Waldstreicher received her B.A.

in Chemistry at City University of New York, Brooklyn College, and her M.D.

at Harvard Medical School.

We believe Dr.

Waldstreicher is qualified to serve on our board of directors based on her extensive experience as a pharmaceutical executive with significant expertise in clinical development, drug development strategy and regulatory affairs.

Executive Officers

The following table sets forth information regarding our executive officers:

Raymond Stevens, Ph.D.

Director, Chief Executive Officer

Chief Financial Officer

Xichen Lin, Ph.D.

Chief Scientific Officer

Mark Bach, M.D., Ph.D.

Chief Medical Officer

Melita Sun Jung

Chief Business Officer

Yingli Ma, Ph.D.

Chief Technology Officer

Stevens’ biographical information, please refer to “Directors” in the preceding section.

Jun Yoon has served as our Chief Financial Officer since May 2022.

He previously served as our Chief Operating Officer since February 2019.

Prior to joining our company, Mr.

Yoon served as Vice President, Corporate Development at Cellerant Therapeutics, Inc., a biotechnology company developing immunotherapies for hematologic malignancies and other blood-related disorders, from May 2010 to January 2016.

Prior to joining Cellerant Therapeutics, Mr.

Yoon served as Senior Director, Licensing & Business Development at VIA Pharmaceuticals, Inc., a biotechnology company focused on the treatment of cardiovascular disease, from August 2004 to March 2010.

Previously, Mr.

Yoon worked in Business Development for Syrrx, Inc., prior to its acquisition by Takeda Pharmaceutical Company Limited, from July 2000 to October 2002.

Yoon currently serves as director of the GPCR Consortium, a public-private global collaboration advancing GPCR research.

Yoon received his B.A.

in Molecular Cell Biology from the University of California, Berkeley.

Xichen Lin, Ph.D.

has served as our Chief Scientific Officer since July 2019.

Prior to joining our company, Dr.

Lin served as Head of External Innovation, Asia Pacific at Novo Nordisk from May 2016 to July 2019.

Prior to joining Novo Nordisk A/S, Dr.

Lin served as Operation Partner at C-Bridge Capital, a biotechnology investment firm, from December 2015 to May 2016.

Prior to serving at C-Bridge Capital, Dr.

Lin held various scientific and strategy roles at GlaxoSmithKline (“GSK”), from July 2002 to December 2015, including Head of GSK’s Global Neuroinflammation Discovery Performance Unit.

Lin received his B.S.

in Chemistry from Peking University, and his Ph.D.

in Organic Chemistry from The Pennsylvania State University.

Mark Bach, M.D., Ph.D.

has served as our Chief Medical Officer since June 2021.

Prior to joining our company, Dr.

Bach served as Senior Vice President, Endocrine Medical Sciences at Ascendis Pharma, Inc.

ASND), a Danish biopharmaceutical company, from November 2020 to June 2021.

Prior to serving at Ascendis Pharma, Dr.

Bach served as Interim Chief Executive Officer of Accumulus Synergy, Inc., a non-profit biopharmaceutical information exchange platform, from July 2020 to October 2020.

Prior to serving at Accumulus Synergy, Dr.

Bach held various roles at Janssen Pharmaceuticals, Inc.

from January 2010 to October 2020, including Vice President, Office of the Chief Medical Officer and Vice President Head, Asia Pacific Medical Sciences and China Innovation.

Prior to serving at Janssen, Dr.

Bach held various roles at Merck & Co., Inc.

MRK) from June 1993 to January 2010, including Vice President and Executive Director, Global Medical Organization.

Bach received his B.A.

in Chemistry from Carleton College, his Ph.D.

in Pathology from The University of Chicago Graduate School of Biological Sciences, and his M.D.

from Baylor College of Medicine.

Melita Sun Jung has served as our Chief Business Officer since May 2021.

Prior to joining our company, Ms.

Jung served as Senior Vice President, Head of Business Development at Sangamo Therapeutics, Inc.

SGMO), a genomic medicines company, from July 2017 to May 2021.

Prior to joining Sangamo Therapeutics, Ms.

Jung served as Senior Director, Corporate Development at Adamas Pharmaceuticals, Inc., a biopharmaceutical company focused on neurological diseases, from July 2014 to June 2017.

Prior to that, Ms.

Jung served as Vice President, Business Development at Ascendancy Healthcare, Inc., a company focused on commercializing pharmaceutical products for China and other Asian markets, from April 2012 to May 2014.

Prior to serving at Ascendancy Healthcare, Ms.

Jung held corporate development and commercial roles for Ipsen, Ltd.

IPSEY), a biopharmaceutical company focused on oncology, rare disease and neuroscience.

Previously, Ms.

Jung started her career in venture capital and fund management, at Bay City Capital and Lombard Odier.

Jung received her B.A.

in Integrative Biology from the University of California, Berkeley.

Yingli Ma, Ph.D.

has served as our Chief Technology Officer since August 2022.

Previously, Dr.

Ma served as General Manager and President of Basecamp Bio Inc., our wholly-owned subsidiary, from May 2021 to August 2022.

Prior to joining Basecamp Bio, Dr.

Ma served as General Manager of Amgen Biopharmaceutical R&D (Shanghai), the R&D site of Amgen, Inc.

AMGN) in Shanghai from June 2020 to May 2021.

Previously, Dr.

Ma served in various roles at Amgen, including Executive Director, Structural Biology and China Research Shanghai Platforms from July 2018 to December 2019, and Principal Scientist, Structural Biology and Protein Expression from June 2014 to July 2018.

Prior to serving at Amgen, Dr.

Ma was Senior Scientist and Principal Scientist, Structural Chemistry Lead at GSK from April 2009 to May 2014.

Ma completed her post-doctoral fellowship in Molecular Biology at Rockefeller University.

Ma received her B.S.

in Clinical Medicine from China Medical University, and her Ph.D.

in Biochemistry and Molecular Biophysics from the University of Pennsylvania.

Family Relationships and Other Arrangements

Pursuant to our voting agreement, as amended, which terminated upon the closing of the IPO, the following directors were designated as directors to our board of directors:

Stevens was elected by the holders of a majority of our ordinary shares.

Waldstreicher was approved by our board of directors and elected by the holders of a majority of our Series A+ convertible preferred shares.

Tetlow and Mr.

Dobmeier were approved by our board of directors and elected by the holders of a majority of our Series A convertible preferred shares.

Farid was designated mutually by our board of directors and approved by certain affiliated entities.

There are no family relationships among any of our executive officers and directors.

Board Composition

Our board of directors currently consists of six members, with three vacancies.

In accordance with our amended and restated memorandum and articles of association, our board of directors is divided into three classes with staggered three-year terms.

At each annual meeting of shareholders, the successors to the directors whose terms then expire will be elected to serve from the time of election and qualification until the third annual meeting following election.

Our directors are divided among the three classes as follows:

The Class I directors are Ms.

Tetlow and Dr.

Farid, and their terms will expire at the annual meeting of shareholders to be held in 2024;

The Class II directors are Mr.

Dobmeier and Dr.

Waldstreicher, and their terms will expire at the annual meeting of shareholders to be held in 2025;

The Class III directors are Dr.

Stevens and Mr.

Welch, and their terms will expire at the annual meeting of shareholders to be held in 2026.

We expect that any additional directorships resulting from an increase in the number of directors or from the filling of any current vacancies will be distributed among the three classes so that, as nearly as possible, each class will consist of one-third of the directors.

The division of our board of directors into three classes with staggered three-year terms may delay or prevent a change of our management or a change in control.

Under the Nasdaq Stock Market LLC Marketplace Rules (the “Nasdaq Listing Rules”), independent directors must comprise a majority of our board of directors as a public company within 12 months of listing.

Our board of directors has undertaken a review of its composition, the composition of its committees and the independence of each director.

Based on information requested from and provided by each director concerning his or her background, employment and affiliations, including family relationships, our board of directors has determined that all of our directors other than Raymond Stevens, Ph.D.

are independent directors, as defined by Rule 5605(a)(2) of the Nasdaq Listing Rules.

Duties of Directors

Under Cayman Islands law, all of our directors owe us fiduciary duties, including a duty of loyalty, a duty to act honestly and a duty to act in good faith and in a manner they believe to be in our best interests.

Our directors also have a duty to exercise the skill they actually possess and such care and diligence that a reasonably prudent person would exercise in comparable circumstances.

In fulfilling their duty of care to us, our directors must ensure compliance with our amended and restated memorandum and articles of association, as amended and restated from time to time.

We have the right to seek damages if a duty owed by any of our directors is breached.

Board Committees

Our board of directors has established an audit committee, a compensation committee and a nominating and corporate governance committee.

Our board of directors may establish other committees to facilitate the management of our business.

The composition and functions of each committee are described below.

Members serve on these committees until their resignation or until otherwise determined by our board of directors.

Each committee has adopted a written charter that satisfies the applicable rules and regulations of the SEC and Nasdaq Listing Rules, which is available on our website at www.structuretx.com.

Audit Committee

Our audit committee consists of Sharon Tetlow, Daniel Welch and Eric Dobmeier.

Our board of directors has determined that each of the members of our audit committee satisfies the Nasdaq Stock Market and SEC independence requirements.

Tetlow serves as the chair of our audit committee.

The functions of this committee include, among other things:

evaluating the performance, independence and qualifications of our independent auditors and determining whether to retain our existing independent auditors or engage new independent auditors;

reviewing and approving the engagement of our independent auditors to perform audit services and any permissible non-audit services;

monitoring the rotation of partners of our independent auditors on our engagement team as required by law;

prior to engagement of any independent auditor, and at least annually thereafter, reviewing relationships that may reasonably be thought to bear on their independence, and assessing and otherwise taking the appropriate action to oversee the independence of our independent auditor;

reviewing our annual and quarterly financial statements and reports, including the disclosures contained under the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and discussing the statements and reports with our independent auditors and management;

reviewing, with our independent auditors and management, significant issues that arise regarding accounting principles and financial statement presentation and matters concerning the scope, adequacy and effectiveness of our financial controls;

reviewing with management and our independent auditors any earnings announcements;

establishing procedures for the receipt, retention and treatment of complaints received by us regarding financial controls, accounting or auditing matters and other matters;

preparing the report that the SEC requires in our annual proxy statement;

reviewing and providing oversight of any related-person transactions in accordance with our related person transaction policy and reviewing and monitoring compliance with legal and regulatory responsibilities, including our code of business conduct and ethics;

reviewing our major financial risk exposures, including the guidelines and policies to govern the process by which risk assessment and risk management are implemented;

reviewing on a periodic basis our investment policy;

reviewing and evaluating on an annual basis the performance of the audit committee and the audit committee charter.

Our board of directors has determined that Sharon Tetlow qualifies as an audit committee financial expert within the meaning of SEC regulations and meets the financial sophistication requirements of the Nasdaq Listing Rules.

In making this determination, our board has considered Ms.

Tetlow’s prior experience, business acumen and independence.

Both our independent registered public accounting firm and management periodically meet privately with our audit committee.

We believe that the composition and functioning of our audit committee complies with all applicable requirements of the Sarbanes-Oxley Act, and all applicable SEC and Nasdaq rules and regulations.

We intend to comply with future requirements to the extent they become applicable to us.

Compensation Committee

Our compensation committee consists of Ramy Farid, Ph.D., Daniel Welch and Eric Dobmeier.

Farid serves as the chair of our compensation committee.

Our board of directors has determined that each of the members of our compensation committee satisfies the Nasdaq Stock Market independence requirements.

The functions of this committee include, among other things:

reviewing, modifying and approving (or if it deems appropriate, making recommendations to the full board of directors regarding) our overall compensation strategy and policies;

reviewing and approving (or if it deems appropriate, making recommendations to the full board of directors regarding) the compensation and other terms of employment of our executive officers;

reviewing and approving (or if it deems it appropriate, making recommendations to the full board of directors regarding) performance goals and objectives relevant to the compensation of our executive officers and assessing their performance against these goals and objectives;

reviewing and approving (or if it deems it appropriate, making recommendations to the full board of directors regarding) the equity incentive plans, compensation plans and similar programs advisable for us, as well as modifying, amending or terminating existing plans and programs;

evaluating risks associated with our compensation policies and practices and assessing whether risks arising from our compensation policies and practices for our employees are reasonably likely to have a material adverse effect on us;

reviewing and making recommendations to the full board of directors regarding the type and amount of compensation to be paid or awarded to our non-employee board members;

establishing policies with respect to votes by our shareholders to approve executive compensation as required by Section 14A of the Exchange Act and determining our recommendations regarding the frequency of advisory votes on executive compensation, to the extent required by law;

reviewing and assessing the independence of compensation consultants, legal counsel and other advisors as required by Section 10C of the Exchange Act;

administering our equity incentive plans;

establishing policies with respect to equity compensation arrangements;

reviewing the competitiveness of our executive compensation programs and evaluating the effectiveness of our compensation policy and strategy in achieving expected benefits to us;

reviewing and making recommendations to the full board of directors regarding the terms of any employment agreements, severance arrangements, change in control protections and any other compensatory arrangements for our executive officers;

reviewing with management and approving our disclosures under the caption “Compensation Discussion and Analysis” in our periodic reports or proxy statements to be filed with the SEC, to the extent such caption is included in any such report or proxy statement;

preparing the report that the SEC requires in our annual proxy statement (if applicable);

reviewing and assessing on an annual basis the performance of the compensation committee and the compensation committee charter.

We believe that the composition and functioning of our compensation committee complies with all applicable requirements of the Sarbanes-Oxley Act, and all applicable SEC and Nasdaq rules and regulations.

We intend to comply with future requirements to the extent they become applicable to us.

Nominating and Corporate Governance Committee

Our nominating and corporate governance committee consists of Daniel Welch, Sharon Tetlow and Joanne Waldstreicher, M.D.

Our board of directors has determined that each of the members of this committee satisfies the Nasdaq Stock Market independence requirements.

Welch serves as the chair of our nominating and governance committee.

The functions of this committee include, among other things:

identifying, reviewing and evaluating candidates to serve on our board of directors consistent with criteria approved by our board of directors;

determining the minimum qualifications for service on our board of directors;

evaluating director performance on the board and applicable committees of the board and determining whether continued service on our board is appropriate;

evaluating, nominating and recommending individuals for membership on our board of directors;

evaluating nominations by shareholders of candidates for election to our board of directors;

considering and assessing the independence of members of our board of directors;

developing a set of corporate governance policies and principles, and periodically reviewing and assessing these policies and principles and their application and recommending to our board of directors any changes to such policies and principles;

considering questions of possible conflicts of interest of directors as such questions arise;

reviewing and assessing on an annual basis the performance of the nominating and governance committee and the nominating and governance committee charter.

We believe that the composition and functioning of our nominating and governance committee complies with all applicable requirements of the Sarbanes-Oxley Act, and all applicable SEC and Nasdaq rules and regulations.

We intend to comply with future requirements to the extent they become applicable to us.

Role of the Board in Risk Oversight

Our board of directors has an active role, as a whole and also at the committee level, in overseeing the management of our risks.

Our board of directors is responsible for general oversight of risks and regular review of information regarding our risks, including liquidity risks and operational risks.

The audit committee is responsible for overseeing the management of risks relating to accounting matters and financial reporting.

The compensation committee is responsible for overseeing the management of risks relating to our executive compensation plans and arrangements.

The nominating and governance committee is responsible for overseeing the management of risks associated with the independence of our board of directors and potential conflicts of interest.

Although each committee is responsible for evaluating certain risks and overseeing the management of such risks, the entire board of directors is regularly informed through discussions from committee members about such risks.

Our board of directors believes its administration of its risk oversight function has not negatively affected our board of directors’ leadership structure.

Compensation Committee Interlocks and Insider Participation

None of the members of the compensation committee is currently, or has been at any time, one of our executive officers or employees.

None of our executive officers currently serves, or has served during the year ended December 31, 2022, as a member of the board of directors or compensation committee of any entity that has one or more executive officers serving as a member of our board of directors or on our compensation committee.

Code of Business Conduct and Ethics and Corporate Governance Guidelines

We have adopted a Code of Business Conduct and Ethics, which is applicable to all of our directors, executive officers and employees, including our principal executive officer, principal financial officer and principal accounting officer.

Our Code of Business Conduct and Ethics is publicly available on our website at www.structuretx.com.

Our Code of Business Conduct and Ethics is a “code of ethics,” as defined in Item 406(b) of Regulation S-K.

The information contained on, or accessible from, our website is not part of this Annual Report by reference or otherwise.

We will make any legally required disclosures regarding amendments to, or waivers of, provisions of our Code of Business Conduct and Ethics as required by Item 5.05 of Form 8-K on our website.

In addition, we have adopted a set of corporate governance guidelines which reflect certain guiding principles with respect to our board’s structure, procedures and committees.

The guidelines are not intended to change or interpret any applicable law, rule or regulation or our amended and restated memorandum and articles of association.

Our Corporate Governance Guidelines are publicly available on our website at www.structuretx.com.

The information required by this item will be set forth in the Proxy Statement in the section headed “Election of Directors,” “Information Regarding the Board 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.

A current copy of the Code of Business Conduct and Ethics is available on the Corporate Governance section of our website at www.structuretx.com.

To the extent required by rules adopted by the SEC, we will promptly disclose future amendments to our Code of Business Conduct and Ethics or waivers of its requirements that apply to our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions on our website.

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.

Executive Compensation.

Our named executive officers for the year ended December 31, 2022, consisting of our principal executive officer and two other most highly compensated officers serving at the end of such year, were:

● Raymond Stevens, Ph.D., our Chief Executive Officer;

● Mark Bach, M.D., Ph.D., our Chief Medical Officer;

● Yingli Ma, Ph.D., our Chief Technology Officer.

Summary Compensation Table

The following table presents all of the compensation awarded to or earned by or paid to our named executive officers during the fiscal year ended December 31, 2022.

INCENTIVE PLAN

PRINCIPAL POSITION

Raymond Stevens, Ph.D.

Chief Executive Officer

Mark Bach, M.D., Ph.D.

Chief Medical Officer

Yingli Ma, Ph.D.

Chief Technology Officer

The amount disclosed represents the aggregate grant date fair value of the share option granted to our named executive officers during fiscal years 2022 and 2021, as applicable, under our 2019 Equity Incentive Plan, computed in accordance with FASB ASC Topic 718.

This amount does not reflect the actual economic value that may be realized by the named executive officer.

Amounts represent the applicable named executive officer’s performance bonus earned for fiscal years 2021 and 2022, as applicable, as described below under the subsection titled “—Non-Equity Incentive Plan Compensation.”

Ma’s salary in 2022 was RMB 2,519,400.

Conversion to U.S.

dollars is based on the average monthly exchange rate of RMB 6.73 per U.S.

dollar during fiscal year 2022.

Ma's performance bonus for fiscal year 2022 was RMB 808,244.

Conversion to U.S.

dollars is based on the average monthly exchange rate of RMB 6.73 per U.S.

dollar during fiscal year 2022.

Amount represents a 401(k) match.

Amount represents transportation and meal allowances paid by us on behalf of Dr.

The amount paid was RMB 20,500.

Conversion to U.S.

dollars is based on the average monthly exchange rate of RMB 6.73 per U.S.

dollar during fiscal year 2022.

Annual Base Salary

The 2022 annual base salary rates for our named executive officers are set forth in the table below.

Raymond Stevens, Ph.D.

Mark Bach, M.D., Ph.D.

Yingli Ma, Ph.D.

Stevens’ annual base salary rate was effective as of March 1, 2022.

Stevens’ annual base salary rate was $424,000 from January 1, 2022 until February 28, 2022.

Bach’s annual base salary rate was effective as of March 1, 2022.

Bach’s annual base salary rate was $455,000 from January 1, 2022 until February 28, 2022.

Ma’s annual base salary rate of RMB 2,533,680 (USD $376,544) was effective as of March 1, 2022.

Previously, Dr.

Ma’s annual base salary rate was RMB 2,448,000 (USD $363,810) from January 1, 2022 until February 28, 2022.

All amounts reported herein were converted to U.S.

dollars based on the average monthly exchange rate of RMB 6.73 per U.S.

dollar during fiscal year 2022.

In January 2023, based upon the recommendation of our independent compensation consultant, our board of directors approved the following base salaries for each of our named executive officers, which became effective on February 2, 2023:

Stevens, $605,000;

Bach, $487,450;

Ma, RMB 2,676,930 (USD $382,420).

Non-Equity Incentive Plan Compensation

We seek to motivate and reward our executives for achievements relative to our corporate goals and expectations for each fiscal year.

In 2022, Drs.

Stevens, Bach and Ma were each eligible to receive an annual performance bonus based on the achievement of certain pre-established corporate performance goals determined by our board of directors (100% weighting for Dr.

Stevens and 90% weighting for Drs.

Bach and Ma) and, in the case of Drs.

Bach and Ma, individual performance goals (10% weighting for Drs.

Bach and Ma).

Pursuant to the terms of his executive employment agreement, Dr.

Stevens’ target bonus was equal to 33% of his annual base salary and could have been as high as 55% if the level of achievement exceeded expectations.

Pursuant to the terms of his offer letter, Dr.

Bach’s target bonus was equal to 35% of his annual base salary.

Pursuant to the terms of the New Ma Employment Contract (as defined below under “—Agreements With Our Named Executive Officers”), Dr.

Ma’s target bonus was equal to 35% of her annual base salary.

In January 2023, our board of directors determined that the 2022 corporate goals were achieved at 90% overall, Dr.

Stevens’ target bonus was determined to be 55% and that Drs.

Bach and Ma each achieved 100% of their individual performance goals.

As a result, our board of directors approved 2022

annual performance bonuses for each of our named executive officers, as reflected in the “Non-Equity Incentive Plan Compensation” column of the Summary Compensation Table above.

In January 2023, based upon the recommendation of our independent compensation consultant, our board of directors approved the following target bonus amounts for each of our named executive officers, expressed as a percentage of annual base salary, which became effective on February 2, 2023:

Stevens, 50%;

Equity-Based Incentive Awards

Our equity-based incentive awards are designed to align our interests and those of our shareholders with those of our employees and consultants, including our executive officers.

Our board of directors or an authorized committee thereof is responsible for approving equity grants.

We have generally used share options and restricted share awards as an incentive for long-term compensation to our executive officers because share options allow our executive officers to realize value from this form of equity compensation only if our share price increases, and restricted share awards align the interests of our executive officers with the interests of our shareholders generally.

Certain share options that we have granted to our executive officers permit “early exercise,” whereby the executive officer can purchase shares subject to the share option prior to vesting, subject to our right of repurchase which lapses in accordance with the vesting schedule of the share option.

Similarly, ordinary shares issued pursuant to restricted share awards are subject to our right of repurchase which lapses in accordance with the vesting schedule of the restricted share award.

We may grant equity awards at such times as our board of directors determines appropriate.

Our executives generally are awarded an initial grant in the form of a share option in connection with their commencement of employment with us.

Additional grants may occur periodically in order to specifically incentivize executives with respect to achieving certain corporate goals or to reward executives for exceptional performance.

All share options are granted with an exercise price per share that is no less than the fair market value of one ordinary share on the date of grant of such award.

Our share options generally vest over a four-year period.

Equity awards granted to our named executive officers may be subject to acceleration of vesting and exercisability under certain termination and change in control events, as described in more detail below under the subsection titled “—Potential Payments Upon Termination or Change in Control.”

On January 20, 2022, in connection with Dr.

Ma’s commencement of employment with us, we granted Dr.

Ma a share option to purchase 400,000 ordinary shares with an exercise price of $2.60 per share and a vesting commencement date of May 11, 2021.

Ma’s share option vests as follows:

one-fourth of the shares subject to the share option vest on the first anniversary of the vesting commencement date, and the remaining shares vest in 36 equal monthly installments thereafter, subject to Dr.

Ma’s continuous service through each such vesting date.

In January 2023, based upon the recommendation of our independent compensation consultant, our board of directors approved the following share options to each of our named executive officers, which were granted under the 2023 Equity Incentive Plan (the “2023 Plan”) on February 2, 2023:

Stevens, 1,600,000 ordinary shares;

Bach, 450,000 ordinary shares;

Ma, 250,000 ordinary shares.

The exercise price per share of these share options is equal to $5.00, which is the fair market value of each ordinary share, based on the public offering price of $15.00 for our ADSs in our IPO.

Each share option will vest over four years, subject to the executive’s continuous service through each vesting date and, for Drs.

Bach and Ma, subject to achievement of certain clinical milestones in the first year following grant.

The options are subject to acceleration of vesting and exercisability under certain circumstances.

Outstanding Equity Awards as of December 31, 2022

The following table presents the outstanding equity awards held by each named executive officer as of December 31, 2022.

OPTION AWARDS (1)

SHARE AWARDS (1)

UNEXERCISABLE

Raymond Stevens, Ph.D.

Mark Bach, M.D., Ph.D.

Yingli Ma, Ph.D.

All of the share option and share awards were granted under the 2019 Equity Incentive Plan (the “2019 Plan”).

All of the share option awards were granted with a per share exercise price equal to the fair market value of ordinary shares on the date of grant, as determined in good faith by our board of directors or compensation committee.

The market value was computed using $5.00 per ordinary share, based on the public offering price of $15.00 per ADS in our IPO, in which each ADS represents three ordinary shares.

This restricted share award is subject to the terms of the share restriction agreement, dated April 29, 2019, with Dr.

One-fourth of the shares subject to the restricted share repurchase right vested and were released on April 29, 2020 and the remaining shares subject to the repurchase right vest and release in 36 equal monthly installments thereafter, subject to continued service through each such vesting date.

In the event of a “change in control” (as defined in Dr.

Stevens' share restriction agreement), the repurchase right will lapse and all of the then-unvested restricted shares subject to the repurchase right will automatically become fully vested.

One-fourth of the shares subject to the share option vested on May 16, 2020 and the remaining shares subject to the option vest in 36 equal monthly installments thereafter, subject to continued service through each such vesting date.

The option is also subject to early exercise and is immediately exercisable as of the grant date.

The shares subject to the share option vest in 48 equal monthly installments, subject to continued service through each such vesting date.

One-fourth of the shares subject to the share option vested on June 21, 2022 and the remaining shares subject to the option vest in 36 equal monthly installments thereafter, subject to continued service through each such vesting date.

One-fourth of the shares subject to the share option vested on May 11, 2022 and the remaining shares subject to the option vest in 36 equal monthly installments thereafter, subject to continued service through each such vesting date.

Share options held by certain of our named executive officers are eligible for accelerated vesting under specified circumstances.

See the subsection titled “—Potential Payments Upon Termination or Change in Control” below for a description of such potential acceleration.

We did not materially modify any outstanding equity awards held by our named executive officers in 2022.

Emerging Growth Company Status

We are an “emerging growth company,” as defined in the JOBS Act.

As an emerging growth company, we will be exempt from certain requirements related to executive compensation, including the requirements to hold a nonbinding advisory vote on executive compensation and to provide information relating to the ratio of total compensation of our Chief Executive Officer to the median of the annual total compensation of all of our employees, each as required by the Investor Protection and Securities Reform Act of 2010, which is part of the Dodd-Frank Act.

Nonqualified Deferred Compensation

We do not maintain nonqualified defined contribution plans or other nonqualified deferred compensation plans.

Our board of directors may elect to provide our officers and other employees with nonqualified defined contribution or other nonqualified deferred compensation benefits in the future if it determines that doing so is in our best interests.

Employment Arrangements With Our Named Executive Officers

Below are descriptions of our employment arrangements with our named executive officers.

For a discussion of the severance pay and other benefits to be provided in connection with a termination of employment and/or a change in control under the arrangements with our named executive officers, see the subsection titled “—Potential Payments Upon Termination or Change in Control” below.

Raymond Stevens, Ph.D.

We entered into an executive employment agreement with Dr.

Stevens in May 2019, which governs the current terms of his employment with us.

The agreement has no specific term and provides for at-will employment.

Pursuant to the agreement, Dr.

Stevens is entitled to an annual base salary and is eligible to receive an annual performance bonus with a target equal to a pre-determined percentage of his annual base salary, based on the achievement of certain corporate and individual objectives as determined by our board of directors.

Stevens’ agreement also provides for certain severance benefits which will be superseded by the Severance Plan (as defined below), as described below under “—Potential Payments Upon Termination or Change in Control.”

Mark Bach, M.D., Ph.D.

We entered into an offer letter with Dr.

Bach in April 2021, which governs the current terms of his employment with us.

The agreement has no specific term and provides for at-will employment.

Pursuant to the offer letter, Dr.

Bach is entitled to an annual base salary and is eligible to receive an annual performance bonus with a target equal to a pre-determined percentage of his annual base salary, based on the achievement of certain corporate and individual objectives as determined by our board of directors.

Bach’s offer letter also provides for certain severance benefits which will be superseded by the Severance Plan, as described below under “—Potential Payments Upon Termination or Change in Control.”

Yingli Ma, Ph.D .

We entered into a new employment contract with Dr.

Ma in November 2022 in connection with her appointment to serve as our Chief Technology Officer (referred to herein as the New Ma Employment Contract), which governs the current terms of her employment with us and which superseded and replaced the original employment contract we entered into with Dr.

Ma in May 2021 (referred to herein as the Original Ma Employment Contract).

Under the New Ma Employment Contract, Dr.

Ma’s term of employment is for a fixed term, beginning on November 1, 2022 and ending on May 10, 2024.

Pursuant to the New Ma Employment Contract, Dr.

Ma is entitled to an annual base salary and is eligible to receive an annual performance bonus with a target equal to a pre-determined percentage of her annual base salary, based on the achievement of certain corporate and individual objectives as determined by our board of directors.

In addition, on January 20, 2022, pursuant to the terms of the Original Ma Employment Contract, Dr.

Ma was granted an initial share option to purchase 400,000 ordinary shares, as further described above under “—Equity-Based Incentive Awards.” The New Ma Employment Contract also provides for certain notice requirements, in accordance with applicable law.

Potential Payments Upon Termination or Change in Control

Regardless of the manner in which a named executive officer’s service terminates, each named executive officer is entitled to receive amounts earned during his or her term of service, such as unpaid salary, as applicable.

In addition, Drs.

Stevens and Bach are entitled to certain severance benefits under their executive employment agreement and offer letter, respectively, subject to their execution of a release of claims, return of all company property, compliance with post-termination obligations and resignation from all positions with

such benefits will be superseded by the Severance Plan, as described below.

Ma, a PRC citizen, is subject to certain notice requirements, as described below.

Employment Arrangements

Stevens’ executive employment agreement and Dr.

Bach’s offer letter each provide that, if the named executive officer’s employment is terminated by us without “cause”(other than as a result of death or disability) or if the named executive officer resigns for “good reason” (each as defined in their respective executive employment agreement or offer letter, as applicable) outside of the “change in control period” (as defined below), he will be entitled to receive (i) continued payment of his then-current base salary for six months, (ii) for Dr.

Stevens only, 50% of his annual bonus target for the year in which his involuntary termination occurs, (iii) payment for the preceding calendar year’s annual bonus payment if the termination or resignation occurred prior to the receipt of such preceding calendar year’s annual bonus payment (any such bonus payment referred to herein as the prior year bonus), (iv) premiums for COBRA continuation health coverage for up to six months, and (v) the unvested equity awards then held by named executive officer will accelerate vesting as if he had provided an additional six months of continued services following the date of separation.

In addition, pursuant to Dr.

Stevens’ executive employment agreement and Dr.

Bach’s offer letter, in the event their employment is terminated by us without “cause” (other than as a result of death or disability) or they resign for “good reason” (each as defined in their respective executive employment agreement or offer letter, as applicable) either three months prior to or within 12 months immediately following the consummation of a change in control (such period referred to herein as the change in control period), in lieu of the severance described above, they will be entitled to receive (i) a severance payment in the amount equal to their annual base salary plus their annual bonus target for the year in which their involuntary termination occurs, (ii) their prior year bonus, if applicable, (iii) premiums for COBRA continuation health coverage for up to 12 months, and (iv) the unvested equity awards then held by the named executive officer will become fully vested and immediately exercisable.

Further, in the event of either Dr.

Stevens’ or Dr.

Bach’s termination due to death or disability, they (or their heirs or estate, as applicable) will receive (i) their target annual bonus for the year in which the separation from service occurs, prorated for the number of days elapsed in the calendar year prior to the separation from service, plus (ii) their prior year bonus, if applicable.

Ma is subject to certain notice requirements pursuant to the New Ma Employment Contract.

In the event of Dr.

Ma’s resignation, she must provide at least 30 days’ written notice to the company, which period may be waived by us if requested or if otherwise deemed necessary.

We may terminate the New Ma Employment Contract on any ground and in any circumstance permitted by applicable law, and we will provide prior notice or pay in lieu of notice if and as required under applicable law.

Our named executive officers’ share options granted prior to February 2, 2023 are subject to the terms of the 2019 Plan.

Stevens’ restricted shares are subject to potential vesting acceleration upon a “change in control” (as defined in Dr.

Stevens' share restriction agreement evidencing his restricted shares), as described above in the Outstanding Equity Awards as of December 31, 2022 table.

Severance Plan

In January 2023, in connection with our IPO, the board of directors approved a Severance and Change in Control Plan (the “Severance Plan”) pursuant to which each of our named executive officers will become eligible to receive benefits under the terms of such plan.

The Severance Plan became effective on February 2, 2023 and supersedes the severance provisions in Dr.

Stevens’ and Dr.

Bach’s executive employment agreement and offer letter, respectively.

The Severance Plan provides for severance and/or change in control benefits to our named executive officers upon (i) a “change in control termination” or (ii) a “regular

termination” (each as described below).

Upon a change in control termination, each of our named executive officers is entitled to a lump sum payment equal to a portion of their base salary (18 months for Dr.

Stevens and 12 months for Drs.

Bach and Ma), a lump sum payment equal to 150% (for Dr.

Stevens) or 100% (for Drs.

Bach and Ma) of their annual target cash bonus, payment of COBRA premiums for a period of time (up to 18 months for Dr.

Stevens and 12 months for Drs.

Bach and Ma) and full accelerated vesting of outstanding time-vesting equity awards.

To the extent an equity award is not assumed, continued or substituted for in the event of certain change in control transactions and the executive’s employment is not terminated as of immediately prior to such change in control, the vesting of such equity award will also accelerate in full (and for equity awards subject to performance vesting, performance will be deemed to be achieved at target, unless otherwise provided in individual award documents).

Upon a regular termination, Dr.

Stevens is entitled to a lump sum payment equal to 100% of his annual target cash bonus, and each of Drs.

Stevens, Bach and Ma is entitled to a lump sum payment equal to a portion of their base salary (12 months for Dr.

Stevens and nine months for Drs.

Bach and Ma), payment of COBRA premiums for a period of time (up to 12 months for Dr.

Stevens and nine months for Drs.

Bach and Ma) and partial accelerated vesting of outstanding time-vesting equity awards (12 months for Dr.

Stevens and six months for Drs.

Bach and Ma).

All severance benefits under the Severance Plan are subject to the executive’s execution of an effective release of claims against the company.

For purposes of the Severance Plan, a “regular termination” is an involuntary termination without “cause” (and not as a result of death or disability) or a resignation for “good reason,” each as defined in the Severance Plan, in any case that does not occur during the period of time beginning three months prior to, and ending 12 months following, a “change in control”, as defined in the 2023 Plan (the “change in control period”).

For purposes of the Severance Plan, a “change in control termination” is an involuntary termination without cause (and not as a result of death or disability) or a resignation for good reason, in any case that occurs during the change in control period.

Other Compensation and Benefits

All of our named executive officers are eligible to participate in our employee benefit plans, including our medical, dental, vision and life insurance plans, in each case on the same basis as all of our other employees.

We pay the premiums for the life, disability, accidental death and dismemberment insurance for all of our employees, including our named executive officers.

We generally do not provide perquisites or personal benefits to our named executive officers.

Employee Benefit Plans

We believe that our ability to grant equity-based awards is a valuable and necessary compensation tool that aligns the long-term financial interests of our employees, consultants and directors with the financial interests of our shareholders.

In addition, we believe that our ability to grant share options and other equity-based awards helps us to attract, retain and motivate employees, consultants and directors, and encourages them to devote their best efforts to our business and financial success.

We maintain a 401(k) plan that provides eligible U.S.

employees with an opportunity to save for retirement on a tax advantaged basis.

Eligible employees are able to defer eligible compensation up to certain Code limits, which are updated annually.

For 2022, we make safe-harbor matching contributions of 100% of each dollar contributed by eligible employees, up to 4% of an employee’s eligible compensation.

We may also make discretionary contributions to the 401(k) plan.

The 401(k) plan is intended to be qualified under Section 401(a) of the Code, with the related trust intended to be tax exempt under Section 501(a) of the Code.

As a tax-qualified retirement plan, contributions to the 401(k) plan are deductible by us when made, and contributions and earnings on those amounts are not generally taxable to the employees until withdrawn or distributed from the 401(k) plan.

Non-Employee Director Compensation

The following table sets forth information regarding the compensation earned or paid to our non-employee directors during the fiscal year ended December 31, 2022.

FEES EARNED OR

Ramy Farid, Ph.D.

Jessica Lifton (4)

Sharon Tetlow (1)

Chen Yu, M.D.

Eric Dobmeier (1)

Joanne Waldstreicher, M.D.

The director is party to a board service agreement, which automatically terminated immediately upon the closing of our IPO.

The amount disclosed represents the aggregate grant date fair value of the share option granted to our non-employee directors during fiscal year 2022 under our 2019 Equity Incentive Plan, computed in accordance with FASB ASC Topic 718.

This amount does not reflect the actual economic value that may be realized by the director.

As of December 31, 2022, (i) Mr.

Welch held an option to purchase 1,179,122 ordinary shares, which is subject to early exercise;

Tetlow held an option to purchase 80,000 ordinary shares, which is subject to early exercise;

Dobmeier held an option to purchase 80,000 ordinary shares, none of which were vested as of such date;

Waldstreicher held an option to purchase 80,000 ordinary shares, none of which were vested as of such date.

Lifton and Dr.

Yu each resigned from the board of directors effective February 2, 2023.

We entered into a board service agreement with Daniel G.

Welch, pursuant to which, starting on January 1, 2022, Mr.

Welch will be:

(i) compensated $160,000 per fiscal year for services performed as a member of the board of directors and up to $64,000 per fiscal year to serve as the Chairman of the board of directors;

and (ii) awarded a share option for 1,179,122 ordinary shares, which was granted in January 2022 under the 2019 Plan.

One-third of the shares subject to the share option vested on the one-year anniversary of the vesting commencement date, with the remaining shares vesting in a series of 24 equal monthly installments, subject to his continued service through each such date.

We entered into a board service agreement with Sharon Tetlow, pursuant to which, starting on March 14, 2022, Ms.

Tetlow will be:

(i) compensated $45,000 per fiscal year for services performed as a member of the board of directors and $15,000 per fiscal year to serve as the Chair of the Audit Committee of the board of directors;

and (ii) awarded a share option for 80,000 ordinary shares, which was granted in May 2022 under the 2019 Plan.

One-third of the shares subject to the share option will vest on the one-year anniversary of the vesting commencement date, with the remaining shares vesting in a series of 24 equal monthly installments, subject to her continued service through each such date.

We entered into a board service agreement with Eric Dobmeier, pursuant to which, starting on December 20, 2022, Mr.

Dobmeier will be:

(i) compensated $45,000 per fiscal year for services performed as a member of the board of directors;

and (ii) awarded a share option for 80,000 ordinary shares, which was granted in December 2022 under the 2019 Plan.

We entered into a board service agreement with Joanne Waldstreicher, pursuant to which, starting on December 20, 2022, Dr.

Waldstreicher will be:

(i) compensated $45,000 per fiscal year for services performed as a member of the board of directors;

and (ii) awarded a share option for 80,000 ordinary shares, which was granted in

December 2022 under the 2019 Plan.

Pursuant to their terms, the board service agreements we entered into with Mr.

Dobmeier and Dr.

Waldstreicher each automatically terminated immediately upon the closing of our IPO.

We have reimbursed and will continue to reimburse all of our non-employee directors for their reasonable out-of-pocket expenses incurred in attending board of directors and committee meetings.

Our board of directors adopted a non-employee director compensation policy in January 2023 that became effective on February 2, 2023 and is applicable to all of our non-employee directors.

This compensation policy provides that each such non-employee director will receive the following compensation for service on our board of directors, which amounts were determined after carefully considering market data and recommendations from our independent compensation consultant:

● an annual cash retainer of $45,000;

● an additional cash retainer of $179,000 for service as chair of the company, in recognition of Mr.

Welch’s significant contributions to our board of directors;

● an additional annual cash retainer of $7,500, $5,000 and $4,000 for service as a member of the audit committee, compensation committee and the nominating and governance committee, respectively;

● an additional annual cash retainer of $15,000, $10,000 and $8,000 for service as chair of the audit committee, compensation committee and the nominating and governance committee, respectively;

● an initial share option to purchase 90,000 of our ordinary shares on the date of each such non-employee director’s appointment to our board of directors, vesting in 36 equal monthly installments;

● an annual share option to purchase 45,000 of our ordinary shares on the date of each of our annual shareholder meetings, vesting in 12 equal monthly installments (and will be fully vested on the day immediately preceding the next annual shareholder meeting, if sooner).

Each share option described above will be granted under our 2023 Plan.

The term of each share option will be ten years, subject to earlier termination as provided in the 2023 Plan, provided that upon a termination of continuous service other than for death or “cause” (as such term is defined in the 2023 Plan), the post-termination exercise period will be 12 months from the date of termination.

Each share option will vest subject to the director’s continuous service with us, provided that each share option will vest in full upon a change in control of the company.

The information required by this item will be set forth in the Proxy Statement in the sections headed “Executive Compensation” and “Information Regarding the Board and Corporate Governance,” and is incorporated herein by reference.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

PRINCIPAL SHAREHOLDERS

The following table sets forth, as of March 15, 2023, information regarding beneficial ownership of ordinary shares by:

● each person, or group of affiliated persons, known by us to beneficially own more than 5% of our issued share capital;

● each of our named executive officers;

● each of our directors;

● all of our current executive officers and directors as a group.

The percentage ownership information is based on 114,729,529 ordinary shares outstanding as of March 15, 2023, which includes the conversion of all outstanding preferred shares into an aggregate of 67,018,087 ordinary shares in connection with the closing of the IPO and the sale of 57,053,000 ordinary shares represented by ADSs in the IPO.

Beneficial ownership is determined according to the rules of the SEC and generally means that a person has beneficial ownership of a security if he, she or it possesses sole or shared voting or investment power of that security.

In addition, the rules include ordinary shares issuable upon the exercise of options that are currently exercisable or exercisable within 60 days of March 15, 2023.

These shares are deemed to be outstanding and beneficially owned by the person holding those options for the purpose of computing the percentage ownership of that person, but they are not treated as outstanding for the purpose of computing the percentage ownership of any other person.

The information contained in the following table does not necessarily indicate beneficial ownership for any other purpose.

Unless otherwise indicated, the persons or entities identified in this table have sole voting and investment power with respect to all shares shown as beneficially owned by them, subject to applicable community property laws.

Unless otherwise noted below, the address for each beneficial owner listed in the table below is c/o Structure Therapeutics Inc., 611 Gateway Blvd., Suite 223, South San Francisco, CA 94080.

PERCENTAGE OF

NAME OF BENEFICIAL OWNER

Greater than 5% Shareholders:

Entities affiliated with Biotechnology Value Fund (1)

Entities affiliated with Deep Track Capital, L.P (3)

Entities affiliated with Sequoia Capital China (4)

FIL Limited (5)

Entities affiliated with XX-I SHT Holdings Limited (6)

Named Executive Officers and Directors:

Raymond Stevens, Ph.D.

Mark Bach, M.D., Ph.D.

Yingli Ma, Ph.D.

Sharon Tetlow (11)

Ramy Farid, Ph.D.

Eric Dobmeier

Joanne Waldstreicher, M.D.

All current executive officers and directors as a group (11 persons) (13)

Represents beneficial ownership of less than 1%.

(1) Consists of (i) 6,819,782 ordinary shares directly held, by Biotechnology Value Fund, L.P.

(“BVF1”), including 2,801,529 ordinary shares represented by 933,843 ADSs it directly owns, (ii) 5,060,317 ordinary shares held by Biotechnology Value Fund II, L.P.

(“BVF2”), including 2,130,657 ordinary shares represented by 710,219 ADSs it directly owns, (iii) 704,360 ordinary shares held by Biotechnology Value Trading Fund OS, L.P.

(“Trading Fund OS”), including 241,755 ordinary shares represented by 80,585 ADSs it directly owns, and (iv) 76,059 ordinary shares underlying 25,353 ADSs held in a certain account managed by BVF Partners L.P.

(“BVF Partners”).

BVF I GP LLC (“BVF GP”), as the general partner of BVF1, may be deemed to beneficially own the shares beneficially owned by BVF1.

BVF II GP LLC (“BVF2 GP”), as the general partner of BVF2, may be deemed to beneficially own the shares beneficially owned by BVF2.

BVF Partners OS Ltd.

(“Partners OS”), as the general partner of Trading Fund OS, may be deemed to beneficially own the shares beneficially owned by Trading Fund OS.

BVF GP Holdings LLC (“BVF GPH”), as the sole member of each of BVF GP and BVF2 GP, may be deemed to beneficially own the shares beneficially owned in the aggregate by BVF1 and BVF2.

BVF Partners, as the investment manager of BVF1, BVF2, Trading Fund OS and the sole member of Partners OS, may be deemed to beneficially own the shares beneficially owned in the aggregate by BVF1, BVF2 and Trading Fund OS.

BVF Inc., as the general partner of BVF Partners, may be deemed to beneficially own the shares beneficially owned by BVF Partners.

Mark Lampert, as a director and officer of BVF Inc., has shared voting and dispositive power over the shares and

may be deemed to beneficially own the shares owned by BVF Inc.

The business address of BVF1, BVF GP, BVF2, BVF2 GP, BVF GPH, BVF Partners, BVF Inc., and Mr.

Lampert is 44 Montgomery St., 40th Floor, San Francisco, California 94104.

The business address of Trading Fund OS and Partners OS is PO Box 309 Ugland House, Grand Cayman, KY1 1104, Cayman Islands.

The foregoing information is based on a Schedule 13G filed by BVF1, BVF GP, BVF2, BVF2 GP, BVF GPH, BVF Partners, BVF Inc., and Mr.

Lampert on February 13, 2023.

(2) Consists of 9,414,556 ordinary shares beneficially owned, or which may deemed to be owned, by FMR LLC, certain of its subsidiaries and affiliates and other companies, with sole dispositive power.

Johnson is a Director, the Chairman and the Chief Executive Officer of FMR LLC.

Members of the Johnson family, including Abigail P.

Johnson, are the predominant owners, directly or through trusts, of Series B voting common shares of FMR LLC, representing 49% of the voting power of FMR LLC.

The Johnson family group and all other Series B shareholders have entered into a shareholders' voting agreement under which all Series B voting common shares will be voted in accordance with the majority vote of Series B voting common shares.

Accordingly, through their ownership of voting common shares and the execution of the shareholders' voting agreement, members of the Johnson family may be deemed, under the Investment Company Act of 1940, to form a controlling group with respect to FMR LLC.

The address of the above entities is 245 Summer Street, Boston, MA 02210.

The foregoing information is based on a Schedule 13G filed on February 10, 2023 by FMR LLC and Abigail P.

(3) Consists of 7,940,346 ordinary shares beneficially owned by Deep Track Biotechnology Master Fund, Ltd., (the “Master Fund”).

Deep Track Capital, LP, (the “Deep Track Capital”) serves as the investment manager to the Master Fund and may be deemed to beneficially own such shares.

Deep Track Capital GP, LLC, (the “General Partner”), is the General Partner of the Investment Manager.

David Kroin is the Chief Investment Officer of the Investment Manager and managing member of the General Partner and may be deemed to have shared voting and dispositive power over such shares and beneficially own such shares.

The business address of the Master Fund, the Investment Manager, the General Partner and Mr.

Kroin is 200 Greenwich Avenue, 3rd Floor, Greenwich, CT 06830.

The foregoing information is based on a Schedule 13G filed by the Master Fund, Deep Track Capital, LP and David Kroin on February 3, 2023.

(4) Consists of (i) 7,649,547 ordinary shares held by SCC Venture VII Holdco I, Ltd.

and (ii) 339,649 ordinary shares held by SCC Seed II Holdco, Ltd.

The sole shareholder of SCC Venture VII Holdco I, Ltd.

is Sequoia Capital China Venture Fund VII, L.P.

The general partner of Sequoia Capital China Venture Fund VII, L.P.

is SC China Venture VII Management, L.P., whose general partner is SC China Holding Limited.

The sole shareholder of SCC Seed II Holdco, Ltd.

is Sequoia Capital China Seed Fund II, L.P.

The general partner of Sequoia Capital China Seed Fund II, L.P.

is SC China Seed Fund II Management, L.P., whose general partner is SC China Holding Limited.

SC China Holding Limited is wholly owned by SNP China Enterprises Limited, which in turn is wholly owned by Mr.

Neil Nanpeng Shen.

The address for each of SCC Venture VII Holdco I, Ltd.

and SCC Seed II Holdco, Ltd.

is Maples Corporate Services Limited, PO Box 309, Ugland House, Grand Cayman, KY1 1104, Cayman Islands.

(5) Consists of 6,473,761 ordinary shares held by FIL Limited (“FIL”) with sole voting and dispositive power.

Pandanus Partners, L.P.

(“Pandanus”) owns shares of FIL stock.

While the percentage of total voting power represented by these shares of FIL voting stock may fluctuate as a result of changes in the total number of shares of FIL voting stock outstanding from time to time, it normally represents more than 25% and less than 48.5% of the total votes which may be cast by all holders of FIL voting stock.

Pandanus Associates, Inc.

(“PAI”) acts as general partner of Pandanus.

Pandanus is owned by trusts for the benefit of members of the Johnson family, including FIL's Chairman Abigail P.

Johnson, but disclaims that any such member is a beneficial owner of the securities.

The ordinary shares are held by Eight Roads GP FI and Eight Roads Holdings Limited FI, subsidiaries of the reporting persons under the Schedule 13G.

The address of the above entities is Pembroke Hall, 42 Crow Lane, Pembroke, Bermuda HM 19.

The foregoing information is based on a Schedule 13G filed on February 10, 2023 by FIL, Pandanus and PAI.

(6) Consists of (i) 5,911,025 ordinary shares held by XX-I SHT Holdings Limited and (ii) 339,649 ordinary shares held by BSCP Holdings Limited.

XX-I SHT Holdings Limited and BSCP Holdings Limited are incorporated in the Cayman Islands and are wholly owned by Hillhouse Fund IV, L.P.

Hillhouse Investment Management, Ltd.

(“HIM”), acts as the sole management company of Hillhouse Fund IV, L.P.

HIM is deemed to be the beneficial owner of, and to control the voting power of, the shares held by XX-I SHT Holdings Limited and BSCP Holdings Limited, respectively.

Lei Zhang may be deemed to have controlling power over HIM.

Lei Zhang disclaims beneficial ownership of all of the shares held by XX-I SHT Holdings Limited and BSCP Holdings Limited, except to the extent of his pecuniary interest therein.

The address of XX-I SHT Holdings Limited and BSCP Holdings Limited is 89 Nexus Way, Camana Bay, PO Box 31106, Grand Cayman KY1 1205, Cayman Islands.

(7) Consists of (i) 1,075,664 ordinary shares held by Raymond Stevens, Ph.D.;

(ii) 1,554,586 ordinary shares held by Raymond Stevens and Vivian Urena-Stevens, as Co-Trustees of the Stevens 2001 Revocable Trust, dated March 28, 2001 (the “Stevens Trust”);

(iii) 100,000 ordinary shares Dr.

Stevens has the right to acquire within 60 days of March 15, 2023 pursuant to the early exercise of a share option;

and (iv) 303,056 ordinary shares Dr.

Stevens has the right to acquire within 60 days of March 15, 2023 pursuant to the exercise of share options.

Stevens shares voting and dispositive power with respect to the shares held by the Stevens Trust.

(8) Consists of (i) 4,500 ordinary shares held by Dr.

and (ii) 266,571 ordinary shares Dr.

Bach has the right to acquire within 60 days of March 15, 2023 pursuant to the exercise of a share option.

(9) Consists of 200,000 ordinary shares Dr.

Ma has the right to acquire within 60 days of March 15, 2023 pursuant to the exercise of a share option.

(10) Consists of (i) 123,508 ordinary shares held by Marie D.

Welch Family Trust, dated June 7, 2021;

and (ii) 1,179,122 ordinary shares Mr.

Welch has the right to acquire within 60 days March 15, 2023 pursuant to the early exercise of a share option.

(11) Consists of 80,000 ordinary shares Ms.

Tetlow has the right to acquire within 60 days of March 15, 2023 pursuant to the early exercise of a share option.

(12) Represents 4,085,495 ordinary shares held by Schrödinger, Inc.

(“Schrödinger”).

Ramy Farid Ph.D., a member of our board of directors, is the President, Chief Executive Officer and a member of the board of directors of Schrödinger and may be deemed to share voting and dispositive power over the shares held by Schrödinger.

Farid disclaims beneficial ownership of the shares held by Schrödinger.

The address of Schrödinger is 1540 Broadway, 24th Floor, New York, New York 10036.

(13) Consists of (i) the shares described in note (7) through note (12) above;

(ii) 1,065,464 ordinary shares held by Jun Yoon;

(iii) 1,554,586 ordinary shares held by JUN SIK YOON and HAYUNG YANG YOON, Trustees of THE YOON FAMILY TRUST, dated December 11, 2019 (the “Yoon Trust”);

(iv) 100,000 ordinary shares Mr.

Yoon has the right to acquire within 60 days of March 15, 2023.

Yoon shares voting and dispositive power with respect to the shares held by the Yoon Trust and (v) 39,583 ordinary shares Mr.

Yoon has the right to acquire within 60 days of March 15, 2023 pursuant to the exercise of share options;

(vi) 441,333 ordinary shares Xichen Lin, Ph.D., has the right to acquire within 60 days of March 15, 2023 pursuant to the exercise of share options;

(vii) 3,000 ordinary shares held by Melita Sun Jung;

and (viii) 232,645 ordinary shares Melita Sun Jung has the right to acquire within 60 days of March 15, 2023 pursuant to the exercise of share options.

Securities Authorized For Issuance Under Equity Compensation Plans

The following table provides certain information regarding our equity compensation plans in effect as of December 31, 2022:

Equity Compensation Plan Information

Plan Category

Number of Securities to

be Issued Upon Exercise

of Outstanding Options, Warrants and Rights

Weighted-Average

Exercise Price of

Outstanding Options, Warrants and Rights

Number of Securities

Remaining Available for

Future Issuance Under

Equity Compensation Plans (excluding securities reflected in column (a))

Equity compensation plans approved by security holders (1)

Equity compensation plans not approved by security holders

Consists of the 2019 Plan.

Our board of directors adopted, and our shareholders approved, the 2023 Plan and our 2023 Employee Share Purchase Plan (“ESPP”) in January 2023.

The 2023 Plan and ESPP became effective on February 2, 2023.

Following the effectiveness of our 2023 Plan, no further grants will be made under our 2019 Plan.

Any outstanding awards granted under our 2019 Plan will remain subject to the terms of our 2019 Plan and applicable award agreements.

The information required by this item will be set forth in the Proxy Statement in the section headed “Security Ownership of Certain Beneficial Owners and Management,” and “Securities Authorized for Issuance Under Equity Compensation Plans,” and is incorporated herein by reference.

Certain Relationships and Related Transactions, and Director Independence

The following includes a summary of transactions since January 1, 2019 and any currently proposed transactions, to which we were or are to be a participant, in which (i) the amount involved exceeded or will exceed the lesser of $120,000 or one percent of the average of our total assets at year-end for the last two completed fiscal years;

and (ii) any of our directors, executive officers or holders of more than 5% of our issued share capital, or any affiliate or member of the immediate family of the foregoing persons, had or will have a direct or indirect material interest, other than compensation and other arrangements that are described under the section titled “Executive and Director Compensation.”

Share Exchanges

Series B-1 Convertible Preferred Share Exchange

In December 2021, we entered into a share exchange agreement with Basecamp Bio, a Cayman Islands exempted company limited by shares, and certain holders of the Basecamp Bio series seed shares (the “Basecamp Shares”) pursuant to which, the holders of such shares exchanged an aggregate of 7,000,000 Basecamp Shares for 2,161,402 of our Series B-1 convertible preferred shares of the company.

Each one Basecamp Share was exchanged for 0.30877158 of our Series B-1 convertible preferred shares, rounded to the nearest whole share.

As a result of such share exchange, Basecamp Bio became our wholly owned subsidiary.

The table below sets forth the number of shares of our Series B-1 convertible preferred shares issued in such share exchange to our executive officers, directors, holders of more than 5% of our issued share capital and their affiliated entities or immediate family members.

Each Series B-1 preferred share in the table below was

automatically converted into and re-designated as one ordinary share immediately upon the closing of our IPO.

Greater than 5% shareholders :

ERVC Healthcare V, L.P.

F-Prime Capital Partners Life Sciences Fund VI LP

SCC Seed II Holdco, Ltd.

BSCP Holdings Limited

Series A+ Convertible Preferred Share Financing

In March 2020, we entered into a Series A+ preferred share purchase agreement with various investors, pursuant to which we issued and sold an aggregate of 12,799,681 shares of our Series A+ convertible preferred shares at a price per share of $2.0313 for gross proceeds of $26.0 million.

The table below sets forth the number of shares of our Series A+ convertible preferred shares purchased by our executive officers, directors, holders of more than 5% of our issued share capital and their affiliated entities or immediate family members.

Each Series A+ preferred share in the table below was automatically converted into and re-designated as one ordinary share immediately upon the closing of our IPO.

Greater than 5% shareholders :

ERVC Healthcare IV, L.P.

F-Prime Capital Partners Life Sciences Fund VI LP

SCC Venture VII Holdco I, Ltd.

Entities affiliated with Qiming

XX-I SHT Holdings Limited

Series B Convertible Preferred Share Financing

In a series of closings in July 2021 and April 2022, we entered into a Series B preferred share purchase agreement with various investors, pursuant to which we issued and sold an aggregate of 32,857,004 shares of our Series B convertible preferred shares at a price per share of $4.0483 for gross proceeds of $133.0 million.

The table below sets forth the number of shares of our Series B convertible preferred shares purchased by our executive officers, directors, holders of more than 5% of our issued share capital and their affiliated

entities or immediate family members.

Each Series B preferred share in the table below was automatically converted into and re-designated as one ordinary share immediately upon the closing of our IPO.

Greater than 5% shareholders :

ERVC Healthcare IV, L.P.

F-Prime Capital Partners Life Sciences Fund VI LP

SCC Venture VII Holdco I, Ltd.

Entities affiliated with Qiming.

XX-I SHT Holdings Limited

Deep Track Biotechnology Master Fund, Ltd.

Entities affiliated with BVF Partners L.P.

Investors’ Rights, Management, Voting and Co-Sale Agreements

In connection with our convertible preferred share financings, we entered into investors’ rights, voting and right of first refusal and co-sale agreements containing registration rights, information rights, rights of first offer, voting rights and rights of first refusal, among other things, with certain holders of our shares.

The holders of more than 5% of our issued share capital listed above are parties to these agreements.

Our executive officers and directors who are parties to these agreements or who are related to parties to these agreements are Dr.

These shareholder agreements terminated upon the closing of our IPO, except for the registration rights granted under our investors’ rights agreement, which will terminate upon the earliest of (i) the closing of a liquidation event;

(ii) the fifth year anniversary of the consummation of an initial public offering;

and (iii) at such time, following an initial public offering, when all registrable securities held by each shareholder can be sold without limitation and without registration in compliance with pursuant to Rule 144 of the Securities Act (“Rule 144”).

As of February 7, 2023, holders of 67,018,087 of our ordinary shares (“registrable securities”) or their permitted transferees or assigns are entitled to the following registration rights.

If at any time beginning on August 7, 2023, the holders of at least 50% of the registrable securities then outstanding request in writing that we effect a registration with respect to at least 20% of such registrable securities (or a lesser percentage if the anticipated aggregate price to the public from the offering is expected to exceed ten million dollars), we may be required to register their ordinary shares.

We are obligated to effect at most two registrations in response to these demand registration rights.

If at any time after we become entitled under the Securities Act to register securities on a registration statement on Form S-3 (or comparable or substantially similar form), holders holding at least 20% of the registrable securities then outstanding request in writing that we effect a registration with respect to registrable securities at an aggregate price to the public in the offering of at least two million dollars, we will be required to file such registration statement as soon as practicable and in any event within 45 days after the date of such request;

provided, however, that we will not be required to effect such a registration if, within the twelve-month period immediately preceding the date of such written request, we have already effected two registrations on Form S-3 for the holders of registrable securities.

If the holders requesting registration intend to distribute their shares by means of an underwriting, the managing underwriter of such offering will have the right to limit the numbers of shares to be underwritten for reasons related to the marketing of the shares.

In the event that we propose to register any of our securities for cash, either for our own account or for the account of other shareholders, holders of our registrable securities will be entitled to certain “piggyback” registration rights allowing them to include their registrable securities in such registration, subject to certain marketing and other limitations.

As a result, whenever we propose to file a registration statement other than with respect to certain exempt transactions, these holders will be entitled to notice of the registration and will have the right to include their registrable securities in the registration subject to certain limitations.

Ordinarily, other than selling expenses, we will be required to pay all expenses incurred by us related to any registration effected pursuant to the exercise of these registration rights.

These expenses may include all registration, filing, and qualification fees;

printers’ and accounting fees;

fees and disbursements of our counsel;

and reasonable fees and disbursements of a counsel for the selling shareholders.

Initial Public Offering Participation Rights

We entered into a letter agreement in July 2021, as amended in December 2021, with Biotechnology Value Fund, L.P., Biotechnology Value Fund II, L.P, and Biotechnology Value Trading Fund OS, L.P.

(collectively, “BVF”), a beneficial owner of more than 5% of our issued share capital.

The letter agreement grants BVF a participation right to purchase in our IPO its pro-rata percentage of the total number of ADSs sold in our IPO as calculated immediately prior to our IPO, at the public offering price, subject to compliance with applicable securities laws.

The letter agreement further provided that, under certain circumstances in which BVF is unable to participate in our IPO, we were required to offer BVF our ordinary shares through a separate private placement to be concurrent with our IPO.

BVF purchased an aggregate of 1,750,000 of our ADSs in our IPO at the public offering price.

Lhotse Collaboration with Schrödinger

In October 2020, Lhotse, our wholly-owned subsidiary, entered into a collaboration agreement (the “Lhotse-Schrödinger Agreement”) with Schrödinger, LLC (“Schrödinger”), to discover and develop novel, orally bioavailable, small molecule inhibitors of LPA1R.

Under the Lhotse-Schrödinger Agreement, Schrödinger is obligated to provide computational modeling and design support, including by using its technology platform to perform virtual screens, and Lhotse is obligated to provide day-to-day chemistry and biology support.

Pursuant to the Lhotse-Schrödinger Agreement, a joint steering committee comprised of representatives from both parties oversees the research performed under the agreement.

During the term of the Lhotse-Schrödinger Agreement and for a specified period thereafter while Lhotse is engaged in active development of any compound having activity against LPA1R that is discovered or developed under the Lhotse-Schrödinger Agreement, Schrödinger is obligated to work exclusively with Lhotse on the design, research, development and commercialization of compounds that inhibit LPA1R.

Lhotse will solely own the research results, work product, inventions and other intellectual property generated under the Lhotse-Schrödinger Agreement that are directed to LPA1R.

Under the Lhotse-Schrödinger Agreement, Lhotse is obligated to pay Schrödinger a quarterly active program payment in the low six digits for each successive three-month period during which Schrödinger continues to perform research work as agreed by the parties, and as of December 31, 2022, we have paid to Schrödinger an aggregate of $0.8 million.

If Lhotse develops and commercializes a product containing a compound (a “Collaboration Compound”), that is discovered or developed under the Lhotse-Schrödinger Agreement (a “Collaboration Product”), Lhotse is obligated to pay Schrödinger development and regulatory milestone payments of up to an aggregate of $17.0 million, regardless of the number of Collaboration Products that reach such milestones.

Lhotse will also be obligated to pay Schrödinger tiered royalties in the low single digit range on aggregate worldwide net sales of all Collaboration Products, subject to specified reductions and offsets.

Lhotse’s obligation to pay royalties to Schrödinger will expire on a Collaboration Product-by-Collaboration Product and country-by-country basis on the later of (i) the expiration of the last-to-expire Lhotse owned patent claim covering the composition of matter of the Collaboration Compound contained in such Collaboration Product in such country, (ii) the expiration of regulatory, pediatric, orphan drug, or data

exclusivity with respect to such Collaboration Product in such country, and (iii) ten years after the first commercial sale of such Collaboration Product in such country (the “Royalty Term”).

Unless terminated earlier, the Lhotse-Schrödinger Agreement will continue for three years, subject to extension by mutual written agreement of the parties.

Either party may terminate the Lhotse-Schrödinger Agreement for the other party’s uncured material breach, subject to certain notice and cure periods, or for the other party’s bankruptcy or insolvency.

Lhotse’s obligation to make milestone and royalty payments (subject to the Royalty Term) to Schrödinger continues after the expiration or termination of the Lhotse-Schrödinger Agreement.

Employment Arrangements and Indemnification Agreements

We have entered into employment agreements and offer letters with certain of our executive officers.

For more information regarding these agreements with our executive officers, see the section titled “Executive and Director Compensation—Employment Arrangements with Our Named Executive Officers.”

We have entered into indemnification agreements with certain of our current directors and executive officers, and intend to enter into new indemnification agreements with each of our current directors and executive officers.

We also maintain a general liability insurance policy which covers certain liabilities of our directors and executive officers arising out of claims based on acts or omissions in their capacities as directors or officers.

Policies and Procedures for Related Party Transactions

We have adopted a written related-person transactions policy that sets forth our policies and procedures regarding the identification, review, consideration and oversight of “related-person transactions.” For purposes of our policy only, a “related-person transaction” is a transaction, arrangement or relationship (or any series of similar transactions, arrangements or relationships) in which we and any “related person” are participants involving an amount that exceeds $120,000.

Transactions involving compensation for services provided to us as an employee, consultant or director are not considered related-person transactions under this policy.

A related person is any executive officer, director, nominee to become a director or a holder of more than five percent of our common stock, including any of their immediate family members and affiliates, including entities owned or controlled by such persons.

Under the policy, where a transaction has been identified as a related-person transaction, management must present information regarding the proposed related-person transaction to our audit committee (or, where review by our audit committee would be inappropriate, to another independent body of our board of directors) for review.

The presentation must include a description of, among other things, all of the parties thereto, the direct and indirect interests of the related persons, the purpose of the transaction, the material facts, the benefits of the transaction to us and whether any alternative transactions are available, an assessment of whether the terms are comparable to the terms available from unrelated third parties and management’s recommendation.

To identify related-person transactions in advance, we rely on information supplied by our executive officers, directors and certain significant stockholders.

In considering related-person transactions, our audit committee or another independent body of our board of directors takes into account the relevant available facts and circumstances including, but not limited to:

● the risks, costs and benefits to us;

● the impact on a director’s independence in the event the related person is a director, immediate family member of a director or an entity with which a director is affiliated;

● the terms of the transaction;

● the availability of other sources for comparable services or products;

● the terms available to or from, as the case may be, unrelated third parties.

In the event a director has an interest in the proposed transaction, the director must recuse himself or herself from the deliberations and approval.

Principal Accounting Fees and Services.

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The following is a summary of the fees and services provided by PricewaterhouseCoopers LLP (“PwC”) to the Company for the fiscal years ended December 31, 2022 and 2021:

Fiscal Year Ended

Description of Services Provided by PwC

Audit Fees (1)

Audit Related Fees

All Other Fees (3)

(1) Audit fees for 2022 were for professional services rendered for the audits of our financial statements, review of interim financial statements, assistance with registration statements filed with the SEC and services that are normally provided by the independent registered public accounting firm in connection with statutory and regulatory filings or engagements.

Audit Fees for the year ended December 31, 2022, included $930,000 incurred in connection with the filing of our Registration Statement on Form S-1 in connection with our IPO in February 2023.

Audit fees for the year ended December 31, 2021 were for professional services rendered for the audit of our 2021 and 2020 financial statements, including $20,000 incurred in connection with registration statement filings in 2022 as part of the completion of our IPO in February 2023.

(2) Tax fees for 2021 consists of tax compliance services.

(3) All Other Fees consists of an online accounting research tool subscription paid to PwC.

The audit committee or the chair of the audit committee pre-approves the scope of the audit, audit-related and tax services provided by our independent registered public accounting firm.

The audit committee evaluates the independent registered public accounting firm’s qualifications, performance and independence, and presents its conclusions to the full Board on at least an annual basis.

All of the services provided by PwC, and fees for such services, were pre-approved by the audit committee in accordance with these standards.

The information called for by this item will be set forth in the Proxy Statement in the section headed “Transactions with Related Persons,” and “Information Regarding the Board and Corporate Governance,” and is incorporated herein by reference.

Principal Accountant Fees and Services.

The information required by this item will be set forth in the Proxy Statement in the section headed “ Principal Accountant Fees and Services” and is incorporated by reference.

Exhibits, Financial Statement Schedules.

19 unchanged sentences

January 12, 2023

Summary of Rights of Non-Voting Ordinary Shares .

September 29, 2023

Description of Securities.

March 30, 2023

Form of Indemnification Agreement between the registrant and each of its executive officers and directors.

4 unchanged sentences

2023 Equity Incentive Plan .

March 30, 2023

Form of Share Option Grant Notice, Share Option Agreement and Notice of Exercise (US) under the Structure Therapeutics Inc.

15 unchanged sentences

2023 Employee Share Purchase Plan .

March 30, 2023

Executive Employment Agreement, by and between the registrant and Raymond Stevens, dated May 16, 2019.

6 unchanged sentences

January 12, 2023

Offer Letter, by and between the registrant and Melita Sun Jung, dated April 23, 2021.

January 12, 2023

Employment Contract, by and between Shanghai ShouTi Biotechnology Co., Ltd.

7 unchanged sentences

January 12, 2023

Board Service Agreement by and between the registrant and Daniel Welch, dated December 10, 2021.

January 12, 2023

Board Service Agreement by and between the registrant and Sharon Tetlow, dated March 2, 2022.

January 12, 2023

Board Service Agreement by and between the registrant and Joanne Waldstreicher, dated November 23, 2022.

January 12, 2023

Board Service Agreement by and between the registrant and Eric Dobmeier, dated December 13, 2022.

January 12, 2023

Non-Employee Director Compensation Policy.

January 12, 2023

August 4, 2023

Severance and Change in Control Plan.

6 unchanged sentences

January 12, 2023

Exchange Agreement dated May 10, 2023 between the registrant and the investors named therein.

Lease Agreement, dated June 29, 2023, by and between the registrant and Shanghai Changtai Business Management Co., Ltd.

House Leasing Contract, dated June 29, 2023, by and between the Shanghai ShouTi Biotechnology Co., ltd.

and Shanghai Chuangzhi Space Entrepreneurship Incubator Management Co., Ltd.

Sublease, dated June 29, 2023, by and between Structure Therapeutics USA Inc.

and Aligos Therapeutics, Inc.

Share Purchase Agreement, dated as of September 29, 2023, by and among the registrant and the purchasers named therein.

November 17, 2023

Collaboration Agreement, dated November 7, 2023, by and between Schrödinger, Inc.

and Aconcagua Bio, Inc.

Schrödinger, Inc.

and Aconcagua Bio, Inc.

November 14, 2023

Letter from PricewaterhouseCoopers LLP to the SEC, dated June 5, 2023 .

Subsidiaries of the registrant.

November 17, 2023

Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm.

Consent of PricewaterhouseCoopers LLP, Independent Registered Public Accounting Firm.

6 unchanged sentences

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Incentive Compensation Recoupment Policy.

Inline XBRL Instance Document

35 unchanged sentences

Ramy Farid, Ph.D.

March 8, 2024

/s/ Sharon Tetlow

5 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.

What changed 10-K

Item 9A. Controls and Procedures