Structure Therapeutics Inc. 10-K

Item 8. Financial Statements and Supplementary Data ​ STRUCTURE THERAPEUTICS INC. INDEX TO FINANCIAL STATEMENTS Years Ended December 31, 2023 and 2022 ​ ​ ​ ​ ​ ​ ​ Page Report of Ernst & Young LLP, Independent Registered Public Accounting Firm (PCAOB ID 42 ) ​ 172 Report of PricewaterhouseCoopers LLP, Independent Registered Public Accounting Firm (PCAOB ID 238 ) ​ 173 Consolidated Financial Statements ​ ​ Consolidated Balance Sheets ​ 174 Consolidated Statements of Operations and Comprehensive Loss ​ 175 Consolidated Statements of Redeemable Convertible Preferred Shares and Shareholders’ Equity (Deficit) ​ 176 Consolidated Statements of Cash Flows ​ 177 Notes to Consolidated Financial Statements ​ 178 ​ ​ ​ ​ ​ ​ 171 Table of Contents REPORT OF ERNST & YOUNG LLP, INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Shareholders and the Board of Directors of Structure Therapeutics Inc. Opinion on the Financial Statements We have audited the accompanying consolidated balance sheet of Structure Therapeutics Inc. (the “Company”) as of December 31, 2023, the related consolidated statements of operations and comprehensive loss, redeemable convertible preferred shares and shareholders’ equity (deficit), and cash flows for the year ended December 31, 2023, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2023, and the results of its operations and its cash flows for the year then ended, in conformity with U.S. generally accepted accounting principles. Basis for Opinion These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion. /s/ Ernst & Young LLP We have served as the Company’s auditor since 2023. San Mateo, California March 8, 2024 ​ 172 Table of Contents REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors and Shareholders of Structure Therapeutics Inc. Opinion on the Financial Statements We have audited the consolidated balance sheet of Structure Therapeutics Inc. and its subsidiaries (the “Company”) as of December 31, 2022, and the related consolidated statements of operations and comprehensive loss, of redeemable convertible preferred shares and shareholders’ deficit and of cash flows for the year ended December 31, 2022, including the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, financial position of the Company as of December 31, 2022 and the results of its operations and its cash flows for the year ended December 31, 2022 in conformity with accounting principles generally accepted in the United States of America. Basis for Opinion These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit of these consolidated financial statements in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. Our audit included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audit provides a reasonable basis for our opinion. /s/ PricewaterhouseCoopers LLP San Jose, California March 30, 2023 We served as the Company’s auditor from 2020 to 2023. ​ 173 Table of Contents STRUCTURE THERAPEUTICS INC. CONSOLIDATED BALANCE SHEETS (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ DECEMBER 31, ​ 2023 ​ 2022 Assets ​ ​ ​ Current assets: ​ ​ Cash and cash equivalents ​ $ 129,792 ​ $ 26,091 Short-term investments ​ 337,531 ​ 64,750 Prepaid expenses and other current assets ​ 6,285 ​ 2,248 Total current assets ​ 473,608 ​ 93,089 Property and equipment, net ​ 3,228 ​ 1,031 Operating right-of-use assets ​ 5,136 ​ 262 Other non-current assets ​ 45 ​ 3,463 Total assets ​ $ 482,017 ​ $ 97,845 Liabilities, redeemable convertible preferred shares and shareholders’ equity (deficit) ​ ​ Current liabilities: ​ ​ Accounts payable ​ $ 4,742 ​ $ 6,009 Accrued expenses and other current liabilities ​ 18,558 ​ 6,741 Operating lease liabilities, current portion ​ 1,440 ​ 260 Total current liabilities ​ 24,740 ​ 13,010 Operating lease liabilities, net of current portion ​ ​ 4,013 ​ ​ — Other non-current liabilities ​ ​ 298 ​ ​ — Total liabilities ​ 29,051 ​ 13,010 Commitments and contingencies (Note 6) ​ ​ Series A redeemable convertible preferred shares –  $ 0.0001 par value, 0 and 19,200 shares authorized , issued and outstanding as of December 31, 2023 and December 31, 2022, respectively (liquidation preference of $ 0 and $ 32,001 as of December 31, 2023 and December 31, 2022, respectively) ​ — ​ 32,001 Series A+ redeemable convertible preferred shares –  $ 0.0001 par value, 0 and 12,800 shares authorized , issued and outstanding as of December 31, 2023 and December 31, 2022, respectively (liquidation preference of $ 0 and $ 26,000 as of December 31, 2023 and December 31, 2022, respectively ) ​ — ​ 26,000 Series B redeemable convertible preferred stock –  $ 0.0001 par value, 0 and 32,857 shares authorized, issued and outstanding as of December 31, 2023 and December 31, 2022 , respectively (liquidation preference of $ 0 and $ 133,015 as of December 31, 2023 and December 31, 2022, respectively) ​ — ​ 133,015 Series B ‑ 1 redeemable convertible preferred stock –  $ 0.0001 par value, 0 and 2,161 shares authorized , issued and outstanding as of December 31, 2023 and December 31, 2022, respectively (liquidation preference of $ 0 and $ 7,000 as of December 31, 2023 and December 31, 2022, respectively) ​ — ​ 8,959 Shareholders’ equity (deficit): ​ ​ Undesignated shares –  $ 0.0001 par value; 90,188 and 0 shares authorized as of December 31, 2023 and December 31, 2022, respectively ​ ​ — ​ ​ — Ordinary shares –  $ 0.0001 par value; 500,000 and 432,982 shares authorized as of December 31, 2023 and December 31, 2022, respectively; 139,220 and 10,527 shares issued and outstanding as of December 31, 2023 and December 31, 2022, respectively ​ 14 ​ 1 Additional paid-in capital ​ 659,003 ​ 1,921 Accumulated other comprehensive income (loss) ​ 521 ​ ( 110 ) Accumulated deficit ​ ( 206,572 ) ​ ( 116,952 ) Total shareholders’ equity (deficit) ​ 452,966 ​ ( 115,140 ) Total liabilities, redeemable convertible preferred shares and shareholders’ equity (deficit) ​ $ 482,017 ​ $ 97,845 ​ ​ ​ ​ ​ ​ ​ The accompanying notes are an integral part of these consolidated financial statements. ​ 174 Table of Contents STRUCTURE THERAPEUTICS INC. CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ YEAR ENDED DECEMBER 31, ​ ​ 2023 2022 Operating expenses: ​ ​ ​ ​ Research and development ​ $ 70,103 ​ $ 36,193 General and administrative ​ 32,672 ​ 16,368 Total operating expenses ​ 102,775 ​ 52,561 Loss from operations ​ ( 102,775 ) ​ ( 52,561 ) Interest and other income (expense), net ​ 13,391 ​ 1,257 Loss before provision for income taxes ​ ( 89,384 ) ​ ( 51,304 ) Provision for income taxes ​ 236 ​ 17 Net loss ​ ( 89,620 ) ​ ( 51,321 ) Less: Accretion of redeemable convertible preferred shares to their redemption value ​ — ​ ( 1,515 ) Net loss attributable to ordinary shareholders ​ $ ( 89,620 ) ​ $ ( 52,836 ) Net loss per share attributable to ordinary shareholders, basic and diluted ​ $ ( 0.81 ) ​ $ ( 5.51 ) Weighted-average ordinary shares used in computing net loss per share attributable to ordinary shareholders, basic and diluted ​ 110,198 ​ 9,584 Other comprehensive loss: ​ ​ Unrealized gain (loss) on investments, net ​ 631 ​ ( 110 ) Total other comprehensive income (loss) ​ 631 ​ ( 110 ) Comprehensive loss ​ $ ( 88,989 ) ​ $ ( 51,431 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ The accompanying notes are an integral part of these consolidated financial statements. 175 Table of Contents STRUCTURE THERAPEUTICS INC. CONSOLIDATED STATEMENTS OF REDEEMABLE CONVERTIBLE PREFERRED SHARES AND SHAREHOLDERS’ EQUITY (DEFICIT) (IN THOUSANDS) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ACCUMULATED ​ ​ ​ ​ ​ ​ ​ REDEEMABLE CONVERTIBLE PREFERRED SHARES ​ ORDINARY ​ NON-VOTING ​ ADDITIONAL ​ OTHER ​ ​ ​ TOTAL ​ ​ SERIES A ​ SERIES A+ ​ SERIES B ​ SERIES B-1 ​ SHARES ​ ORDINARY SHARES ​ PAID-IN ​ COMPREHENSIVE ​ ACCUMULATED ​ SHAREHOLDERS’ ​ ​ SHARES ​ AMOUNT ​ SHARES ​ AMOUNT ​ SHARES ​ AMOUNT ​ SHARES ​ AMOUNT ​ SHARES ​ AMOUNT ​ SHARES ​ AMOUNT ​ CAPITAL ​ LOSS ​ DEFICIT ​ EQUITY (DEFICIT) Balance at December 31, 2021 19,200 ​ $ 32,001 12,800 ​ $ 26,000 24,702 ​ $ 100,000 2,161 ​ $ 8,959 10,894 ​ $ 1 ​ — ​ $ — ​ $ — ​ $ — ​ $ ( 64,736 ) ​ $ ( 64,735 ) Issuance of Series B redeemable convertible preferred shares, net of issuance costs of $ 1,515 — ​ — — ​ — 8,155 ​ 31,500 — ​ — — ​ — ​ — ​ — ​ — ​ — ​ — ​ — Accretion of Series B redeemable convertible preferred shares to their redemption value — ​ — — ​ — — ​ 1,515 — ​ — — ​ — ​ — ​ — ​ ( 620 ) ​ — ​ ( 895 ) ​ ( 1,515 ) Repurchase of unvested restricted share awards — ​ — — ​ — — ​ — — ​ — ( 450 ) ​ — ​ — ​ — ​ ( 6 ) ​ — ​ — ​ ( 6 ) Issuance of ordinary share upon exercise of vested share options ​ — ​ ​ — ​ — ​ — ​ — ​ ​ — ​ — ​ ​ — ​ 83 ​ ​ — ​ — ​ ​ — ​ ​ 33 ​ ​ — ​ ​ — ​ ​ 33 Share-based compensation expense — ​ — — — — ​ — — ​ — — ​ — — ​ — ​ 2,514 ​ — ​ — ​ 2,514 Unrealized loss on investments, net — ​ — — — — ​ — — ​ — — ​ — — ​ — ​ — ​ ( 110 ) ​ — ​ ( 110 ) Net loss — ​ — — — — ​ — — ​ — — ​ — — ​ — ​ — ​ — ​ ( 51,321 ) ​ ( 51,321 ) Balance at December 31, 2022 19,200 ​ $ 32,001 12,800 ​ $ 26,000 32,857 ​ $ 133,015 2,161 ​ $ 8,959 10,527 ​ $ 1 ​ — ​ $ — ​ $ 1,921 ​ $ ( 110 ) ​ $ ( 116,952 ) ​ $ ( 115,140 ) Conversion of redeemable convertible preferred shares into ordinary shares upon initial public offering ​ ( 19,200 ) ​ ​ ( 32,001 ) ​ ( 12,800 ) ​ ​ ( 26,000 ) ​ ( 32,857 ) ​ ​ ( 133,015 ) ​ ( 2,161 ) ​ ​ ( 8,959 ) ​ 67,018 ​ ​ 7 ​ — ​ ​ — ​ ​ 199,968 ​ ​ — ​ ​ — ​ ​ 199,975 Issuance of ordinary shares upon initial public offering, net of issuance costs and underwriting discount of $ 18,586 ​ — ​ ​ — ​ — ​ ​ — ​ — ​ ​ — ​ — ​ ​ — ​ 37,053 ​ ​ 3 ​ — ​ ​ — ​ ​ 166,667 ​ ​ — ​ ​ — ​ ​ 166,670 Net exercise of ordinary share warrants ​ — ​ ​ — ​ — ​ ​ — ​ — ​ ​ — ​ — ​ ​ — ​ 106 ​ ​ — ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — Exchange of ordinary shares to non-voting ordinary shares ​ — ​ ​ — ​ — ​ ​ — ​ — ​ ​ — ​ — ​ ​ — ​ ( 7,411 ) ​ ​ ( 1 ) ​ 7,411 ​ ​ 1 ​ ​ — ​ ​ — ​ ​ — ​ ​ — Issuance of ordinary shares and non-voting ordinary shares in private placement financing, net of issuance costs and underwriting discount of $ 18,538 ​ — ​ ​ — ​ — ​ ​ — ​ — ​ ​ — ​ — ​ ​ — ​ 21,617 ​ ​ 2 ​ 2,401 ​ ​ — ​ ​ 281,457 ​ ​ — ​ ​ — ​ ​ 281,459 Issuance of ordinary shares upon exercise of vested share options ​ — ​ ​ — ​ — ​ ​ — ​ — ​ ​ — ​ — ​ ​ — ​ 498 ​ ​ 1 ​ — ​ ​ — ​ ​ 799 ​ ​ — ​ ​ — ​ ​ 800 Conversion of non-voting ordinary shares into ordinary shares ​ — ​ ​ — ​ — ​ ​ — ​ — ​ ​ — ​ — ​ ​ — ​ 9,812 ​ ​ 1 ​ ( 9,812 ) ​ ​ ( 1 ) ​ ​ — ​ ​ — ​ ​ — ​ ​ — Share-based compensation expense ​ — ​ ​ — ​ — ​ ​ — ​ — ​ ​ — ​ — ​ ​ — ​ — ​ ​ — ​ — ​ ​ — ​ ​ 8,191 ​ ​ — ​ ​ — ​ ​ 8,191 Unrealized gain on investments, net ​ — ​ ​ — ​ — ​ ​ — ​ — ​ ​ — ​ — ​ ​ — ​ — ​ ​ — ​ — ​ ​ — ​ ​ — ​ ​ 631 ​ ​ — ​ ​ 631 Net loss ​ — ​ ​ — ​ — ​ ​ — ​ — ​ ​ — ​ — ​ ​ — ​ — ​ ​ — ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ ( 89,620 ) ​ ​ ( 89,620 ) Balance at December 31, 2023 ​ — ​ $ — ​ — ​ $ — ​ — ​ $ — ​ — ​ $ — ​ 139,220 ​ $ 14 ​ — ​ $ — ​ $ 659,003 ​ $ 521 ​ $ ( 206,572 ) ​ $ 452,966 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ The accompanying notes are an integral part of these consolidated financial statements. ​ ​ 176 Table of Contents STRUCTURE THERAPEUTICS INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (IN THOUSANDS) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ YEAR ENDED DECEMBER 31, ​ 2023 2022 Cash flows from operating activities ​ ​ ​ ​ ​ ​ Net loss ​ $ ( 89,620 ) ​ $ ( 51,321 ) Adjustments to reconcile net loss to net cash used in operating activities: ​ ​ ​ ​ ​ ​ Share-based compensation expense ​ 8,191 ​ 2,514 Depreciation expense ​ 295 ​ 277 Accretion of asset retirement obligation ​ ​ 21 ​ ​ — Non-cash lease expense ​ 634 ​ 347 Accretion of net investment discounts ​ ( 5,975 ) ​ ( 905 ) Changes in operating assets and liabilities: ​ ​ ​ Prepaid expenses and other current assets ​ ( 4,037 ) ​ ( 305 ) Other non-current assets ​ 15 ​ ( 60 ) Accounts payable ​ ( 860 ) ​ 2,153 Accrued expenses and other current liabilities ​ 12,163 ​ 1,541 Operating lease liabilities ​ ( 315 ) ​ ( 361 ) Net cash used in operating activities ​ ( 79,488 ) ​ ( 46,120 ) Cash flows from investing activities ​ ​ Purchases of short-term investments ​ ( 417,356 ) ​ ( 123,453 ) Maturities of short-term investments ​ 151,181 ​ 61,500 Purchases of property and equipment ​ ( 2,167 ) ​ ( 155 ) Net cash used in investing activities ​ ( 268,342 ) ​ ( 62,108 ) Cash flows from financing activities ​ ​ Proceeds from issuance of common stock in initial public offering, net of underwriting discount and commissions ​ 172,296 ​ — Proceeds from issuance of Series B redeemable convertible preferred shares, net of issuance costs ​ ​ — ​ ​ 31,500 Proceeds from private placement financing, gross ​ ​ 300,000 ​ ​ — Payments of offering costs ​ ​ ( 21,565 ) ​ ​ ( 2,513 ) Repurchases of restricted shares ​ ​ — ​ ​ ( 6 ) Proceeds from exercise of share options ​ 800 ​ 33 Net cash provided by financing activities ​ 451,531 ​ 29,014 Net change in cash and cash equivalents ​ 103,701 ​ ( 79,214 ) Cash and cash equivalents ​ ​ Beginning of the period ​ 26,091 ​ 105,305 End of the period ​ $ 129,792 ​ $ 26,091 Supplemental disclosures of noncash investing and financing activities ​ ​ Conversion of redeemable convertible preferred shares into ordinary shares upon initial public offering ​ $ 199,975 ​ $ — Exchange of ordinary shares to non-voting ordinary shares ​ $ 1 ​ $ — Conversion of non-voting ordinary shares into ordinary shares ​ $ 1 ​ $ — Purchases of property and equipment in accounts payable and accrued expenses and other current liabilities ​ $ 48 ​ $ — Operating lease right-of-use assets obtained in exchange for new lease liabilities ​ $ 5,508 ​ $ — Recognition of asset retirement obligation ​ $ 277 ​ $ — Deferred offering costs included in accounts payable and accrued expenses and other current liabilities ​ $ 53 ​ $ 854 Accretion of redeemable convertible preferred shares to their redemption value ​ $ — ​ $ 1,515 ​ ​ ​ ​ ​ ​ ​ ​ The accompanying notes are an integral part of these consolidated financial statements. ​ ​ 177 Table of Contents STRUCTURE THERAPEUTICS INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS ​ 1. Organization and Nature of the Business Structure Therapeutics Inc. (the “Company”) is a clinical stage global biopharmaceutical company aiming to develop and deliver novel oral therapeutics to treat a wide range of chronic diseases with unmet medical need. The Company was incorporated in February 2019 in the Cayman Islands, with operating subsidiaries in the United States and China. In June 2022, the Company changed its name from ShouTi Inc. to Structure Therapeutics Inc. Prior to the formation of the Company, the operating activities were carried out by the subsidiaries of the Company. Structure Therapeutics USA Inc., a Delaware corporation (“StructureTx US”), was incorporated on June 6, 2016 (previously known as ShouTi Inc.). On January 20, 2017, StructureTx US was reorganized as a limited liability company. Annapurna Bio, Inc. (“Annapurna”), a Delaware corporation, was incorporated on January 26, 2017, and Gasherbrum Bio, Inc. (“Gasherbrum”), a Delaware corporation, was incorporated on April 19, 2017. On April 18, 2019, Annapurna, Gasherbrum, StructureTx US and the Company entered into a share exchange agreement (the “Share Exchange Agreement”). As a result of the Share Exchange Agreement, StructureTx US, Annapurna and Gasherbrum became wholly-owned subsidiaries of the Company. At the closing of the Share Exchange Agreement on April 18, 2019, the Company issued to the shareholders of Annapurna, Gasherbrum, and StructureTx US an aggregate of 10,766,250 ordinary shares (the “Share Exchange”). On April 19, 2019, ShouTi LLC was converted into ShouTi Inc., a Delaware corporation, which subsequently changed its name to Structure Therapeutics USA Inc. The Share Exchange was accounted for as a capital transaction. On June 28, 2019, ShouTi Hong Kong Ltd (“ShouTi Hong Kong”) was incorporated as a wholly-owned subsidiary of the Company. On July 26, 2019, Shanghai ShouTi Biotechnology Co., Ltd (“ Shanghai ShouTi”) was incorporated as a wholly-owned subsidiary of ShouTi Hong Kong. On April 1, 2020, Lhotse Bio, Inc. (“Lhotse”) was incorporated as a wholly-owned subsidiary of the Company. On February 10, 2021, the Company incorporated Basecamp Bio Inc. (“Basecamp Bio”) in the Cayman Islands with a wholly owned subsidiary, Basecamp Bio Hong Kong Limited (“Basecamp HK”) in Hong Kong. Shanghai Basecamp Biotechnology Co., Ltd., a wholly owned subsidiary of Basecamp HK, was established on March 26, 2021 in Shanghai, China. The purpose of Basecamp Bio is to develop certain of the Company’s technologies in Mainland China. On July 11, 2023, Aconcagua Bio, Inc. (“Aconcagua”) and Gimigela Bio, Inc. (“Gimigela”) were incorporated in the United States as wholly-owned subsidiaries of the Company. The accompanying consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. Initial Public Offering In February 2023, the Company closed its initial public offering (“IPO”) of American Depositary Shares (“ADSs”). Each ADS represents three ordinary shares. The net proceeds from the IPO were approximately $ 166.7 million after deducting underwriting discounts and commissions and estimated offering costs. Upon the closing of the IPO, all outstanding shares of the Company’s redeemable convertible preferred shares converted into 67,018,087 ordinary shares. In connection with the completion of its IPO, the Company’s memorandum of association was amended and restated to provide for 500,000,000 authorized ordinary shares with a par value of $ 0.0001 per share and 100,000,000 authorized undesignated shares with 178 Table of Contents STRUCTURE THERAPEUTICS INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) ​ a par value of $ 0.0001 per share, of such class or classes as may be designated by the Company’s board of directors in accordance with the Company’s articles of association. Private Placement On September 29, 2023, the Company entered into a share purchase agreement with certain institutional investors (the “Purchasers”), pursuant to which the Company agreed to sell and issue to the Purchasers an aggregate of 21,617,295 ordinary shares and 2,401,920 newly designated non-voting ordinary shares at a purchase price of $ 12.49 per Share (or the equivalent of $ 37.47 per ADS), the closing price of its ADS on the Nasdaq Global Market on September 28, 2023 (the “Private Placement”). Each holder of non-voting ordinary shares had the right to convert each non-voting ordinary share held by such holder into one ordinary share, subject to certain beneficial ownership limitations. The Private Placement closed on October 3, 2023, and the Company received $ 281.5 million in net proceeds after deducting placement agent fees and other private placement expenses. As of December 31, 2023, all outstanding non-voting ordinary shares had been converted into ordinary shares. Liquidity and Capital Resources The Company has incurred significant net operating losses and negative cash flows from operations since inception and had an accumulated deficit of $ 206.6 million as of December 31, 2023. Prior to completion of its IPO, the Company has financed its operations primarily through the private placement of equity securities. In February 2023, the Company completed its IPO for net proceeds of approximately $ 166.7 million, after deducting underwriting discounts and estimated offering costs. In October 2023, the Company closed its Private Placement for net proceeds of approximately $ 281.5 million after deducting placement agent fees and other private placement expenses. As of December 31, 2023, the Company had cash, cash equivalents and short-term investments of $ 467.3 million. Based on its current business plan, the Company believes that its current cash, cash equivalents and short-term investments will be sufficient to fund its projected operations for at least 12 months from the date of the issuance of these consolidated financial statements. Impact of Geopolitical and Macroeconomic Factors There may be significant uncertainty resulting from the impact of other geopolitical and macroeconomic factors, including global pandemics, inflation, supply chain issues, rising interest rates, future bank failures, increased geopolitical tensions between the U.S. and China and the impact of the Russia/Ukraine conflict and the Israel-Hamas war. No adjustments have been made to these financial statements as a result of these uncertainties. 2. Summary of Significant Accounting Policies Basis of Presentation The consolidated financial statements and related disclosures have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”). The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. The functional and reporting currency of the Company and its subsidiaries is the U.S. dollar. The aggregate foreign currency transaction loss included in determining net loss was not material for the periods presented. 179 Table of Contents STRUCTURE THERAPEUTICS INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) ​ Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements as well as the reported amounts of expenses during the reporting periods. Such estimates include lease liability, accruals for research and development activities, ordinary share valuation prior to the IPO, and related share-based compensation and certain other accrued liabilities. Actual results could differ from those estimates. Segments The Company operates and manages its business as one reportable and operating segment, which is the business of research and development of medicines that target chronic diseases with unmet medical need. The Company’s Chief Executive Officer, who is the chief operating decision maker, reviews financial information on an aggregate basis for purposes of allocating resources and evaluating financial performance. The Company’s long-lived assets are primarily in China. Concentration of Credit Risk The Company is exposed to credit risk from its deposits of cash, cash equivalents and short-term investments in excess of the amount of insurance provided on such deposits. The Company invests its cash, cash equivalents and short-term investments in money market funds, corporate debt securities, U.S. government bonds and U.S. government agency bonds. The Company limits its credit risk associated with cash, cash equivalents and short-term investments by investing in investment-grade securities and using banks and institutions it believes are creditworthy. The Company has not experienced any losses on its deposits of cash, cash equivalents and short-term investments to date. The Company has no off-balance sheet concentrations of credit risk, such as foreign currency exchange contracts, option contracts or other hedging arrangements. Risks and Uncertainties The Company is subject to risks and uncertainties common to early-stage companies in the biotechnology industry, including, but not limited to, development by competitors of new technological innovations, protection of proprietary technology, dependence on key personnel, compliance with government regulations and the need to obtain additional financing to fund operations. Product candidates currently under development will require significant additional research and development efforts, including extensive preclinical studies, clinical trials and regulatory approval prior to commercialization. These efforts require significant amounts of additional resources, adequate personnel, infrastructure and extensive compliance and reporting. The Company’s product candidates are still in development and, to date, none of the Company’s product candidates have been approved for sale and, therefore, the Company has not generated any revenue from any of its products. There can be no assurance that the Company’s research and development will be successfully completed, that adequate protection for the Company’s intellectual property will be obtained or maintained, that any products developed will obtain necessary government regulatory approval or that any approved products will be commercially viable. Even if the Company’s product development efforts are successful, it is uncertain when, if ever, the Company will generate any revenue from any of its products. The Company operates in an environment of rapid change in technology and substantial competition from other pharmaceutical and biotechnology companies. 180 Table of Contents STRUCTURE THERAPEUTICS INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) ​ The Company relies and expects to continue to rely on a small number of vendors to manufacture supplies and materials for use in its clinical trial programs. These programs could be adversely affected by a significant interruption in these manufacturing services. Cash and Cash Equivalents The Company considers all highly-liquid investments purchased with maturities of 90 days or less from the original date of purchase to be cash equivalents. As of December 31, 2023 and 2022, the Company’s cash and cash equivalents consist of cash deposited with banks and investments in money market funds. Short-Term Investments The Company classifies its investments as available-for-sale and records them at fair value based upon market prices at period end. Unrealized gains and losses that are deemed temporary in nature are recorded in accumulated other comprehensive income as a separate component of shareholders’ equity (deficit). Dividend and interest income are recognized when earned. Realized gains and losses are included in earnings and are derived using the specific identification method for determining the cost of investments sold. The Company may sell these securities at any time for use in current operations. Credit Losses For short-term investments in an unrealized loss position, the Company periodically assesses its portfolio for impairment. The assessment first considers the intent or requirement to sell the available-for-sale debt securities. If either of these criteria are met, the amortized cost basis is written down to fair value through earnings. If not met, the Company evaluates whether the decline resulted from credit losses or other factors by considering the extent to which fair value is less than amortized cost, any changes to the rating of the short-term investments by a rating agency, and any adverse conditions specifically related to the short-term investments, among other factors. If this assessment indicates that a credit loss exists, the present value of cash flows expected to be collected from the short-term investments is compared to the amortized cost basis of the short-term investments. If the present value of cash flows expected to be collected is less than the amortized cost basis, a credit loss exists and an allowance for credit losses is recorded, with a corresponding adjustment to interest and other income (expense), net, limited by the amount that the fair value is less than the amortized cost basis. The Company has elected to exclude accrued interest from both the fair value and the amortized cost basis of the available-for-sale debt securities for the purposes of identifying and measuring an impairment. The Company writes off accrued interest as a reduction of interest income when an issuer has defaulted on interest payments due on a security. Any impairment that has not been recorded through an allowance for credit losses is recognized in other comprehensive loss. At December 31, 2023 and 2022, gross unrealized losses on the Company’s available-for-sale securities were not material and, accordingly, no credit loss reserves were recognized. Fair Value of Financial Instruments The Company establishes the fair value of its assets and liabilities using the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date and established a fair value hierarchy based on the inputs used to measure fair value. The carrying value of cash and cash equivalents, accounts payable and accrued liabilities approximate fair value due to their relatively short maturities. The Company determines the fair value of financial and non- 181 Table of Contents STRUCTURE THERAPEUTICS INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) ​ financial assets and liabilities using the fair value hierarchy which establishes three levels of inputs that may be used to measure fair value (see Note 4). Property and Equipment, Net Property and equipment, net is stated at cost less accumulated depreciation. Depreciation is calculated using the straight-line method over the estimated useful lives of the assets, generally two to five years . Leasehold improvements are amortized using the straight-line method over the shorter of the assets’ estimated useful lives or the remaining term of the lease. When assets are retired or otherwise disposed of, the cost and accumulated depreciation are removed from the balance sheet, and any resulting gain or loss is reflected in operating expenses in the period realized. Maintenance and repairs are charged to operating expenses as incurred. Impairment of Long-Lived Assets Long-lived assets consist primarily of property and equipment, net, and are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. If circumstances require that a long-lived asset be tested for possible impairment, the Company compares the undiscounted cash flows expected to be generated by the asset group to the carrying amount of the asset group. If the carrying amount of the long-lived asset is not recoverable on an undiscounted cash flow basis, an impairment is recognized to the extent that the carrying amount exceeds its fair value. During the years ended December 31, 2023 and 2022, the Company did not recognize any such impairment charges. Deferred Offering Costs The Company capitalizes, within other non-current assets, certain legal, accounting and other third-party fees that are directly related to the Company’s in-process equity financings, including its IPO and Private Placements, until such financings are consummated. After consummation of the equity financing, these costs are recorded as a reduction of the proceeds received as a result of the offering. Should a planned equity financing be abandoned, terminated or significantly delayed, the deferred offering costs will be immediately written off to general and administrative expenses. Upon closing the IPO and Private Placement, all deferred offering costs were charged against the proceeds from the IPO and Private Placement and recorded in shareholders equity (deficit) as a reduction of additional paid-in capital. As of December 31, 2023 and 2022, deferred offering costs were $ 0 and $ 3.4 million, respectively. Accrued Research and Development Expenses The Company has entered into various agreements with contract manufacturing organizations (“CMOs”) and contract research organizations (“CROs”). The Company’s research and development accruals are estimated based on the level of services performed, progress of the studies, including the phase or completion of events, and contracted costs. The estimated costs of research and development provided, but not yet invoiced, are included in other current liabilities on the consolidated balance sheets. If the actual timing of the performance of services or the level of effort varies from the original estimates, the Company will adjust the accrual accordingly. Payments made to CMOs and CROs under these arrangements in advance of the performance of the related services are recorded as prepaid expenses and other current assets on the consolidated balance sheets until the services are rendered. 182 Table of Contents STRUCTURE THERAPEUTICS INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) ​ Leases The Company determines if an arrangement is, or contains, a lease at inception and then classifies the lease as operating or financing based on the underlying terms and conditions of the contract. Leases with terms greater than one year are initially recognized on the consolidated balance sheets as right-of-use assets and lease liabilities based on the present value of lease payments over the expected lease term. The Company has also elected to not apply the recognition requirement to any leases within its existing classes of assets with a term of 12 months or less and does not include any options to purchase the underlying asset that the Company is reasonably certain to exercise. As most of the Company’s leases do not provide an implicit rate, the Company uses its incremental borrowing rate based on the information available at commencement date in determining the present value of future payments. Lease expense for lease payments is recognized on a straight-line basis over the lease term. Variable lease payments are excluded from the right-of-use assets and operating lease liabilities and are recognized in the period in which the obligation for those payments is incurred. The Company elected the practical expedient not to separate non-lease components from lease components for the Company’s facility leases and to account for the lease and non-lease components as a single lease component. Redeemable Convertible Preferred Shares The Company recorded all shares of redeemable convertible preferred shares at the amount of proceeds received, less amounts allocated to redeemable convertible preferred shares tranche liability and issuance costs. The fair value of Series B-1 redeemable convertible preferred shares issued in connection with the Basecamp Bio share exchange transaction was estimated at fair value based on market-based factors similar to those used in determining the fair value of ordinary shares. Though not mandatorily redeemable, the redeemable convertible preferred shares were recorded outside of permanent equity because in certain events considered not solely within the Company’s control, such as a merger, acquisition, or sale of all or substantially all of the Company’s assets (each, a “deemed liquidation event”), the redeemable convertible preferred shares could become redeemable at the option of the holders of at least a majority of the then outstanding shares on or after April 29, 2026. The Company made an accounting policy election to recognize changes in the redemption value of redeemable convertible preferred shares immediately as they occur and adjust the carrying value of redeemable convertible preferred shares to equal it to its redemption value at the end of each reporting period. All outstanding shares of the redeemable convertible preferred shares converted into ordinary shares upon effectiveness of the Company’s IPO in 2023. Research and Development Expenses Research and development expenses include costs directly attributable to the conduct of research and development programs, including payroll and related expenses, costs for CMOs, costs for CROs, materials, supplies, consulting costs, and the allocated portions of facility costs, such as rent, utilities, insurance, information technology costs and general support services. Research and development costs are expensed within the consolidated statements of operations and comprehensive loss as incurred. Fair Value of Ordinary Shares Prior to the IPO, the fair value of the Company’s ordinary shares was determined by its Board of Directors with input from management and third-party valuation specialists. The Company’s approach to estimate the fair value of the Company’s ordinary shares is consistent with the methods outlined in the American Institute of Certified Public Accountants Practice Aid, Valuation of Privately-Held-Company Equity Securities Issued as Compensation. Determining the best estimated fair value of the Company’s ordinary shares requires significant judgment and management considers several factors, including the Company’s stage of development, equity market conditions affecting comparable public companies, significant milestones and 183 Table of Contents STRUCTURE THERAPEUTICS INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) ​ progress of research and development efforts. Subsequent to the Company’s IPO, the fair value of the Company’s ordinary shares is determined based on its closing market price of the Company’s ADS, which each represents three ordinary shares. Share-Based Compensation The Company accounts for share-based compensation arrangements with employees and non-employees using a fair value method which requires the recognition of compensation expense for costs related to all share-based payments including share options. The fair value method requires the Company to estimate the fair value of share-based payment awards on the date of grant using an option-pricing model. The Company uses the Black-Scholes option-pricing model to estimate the fair value of options granted that are expensed on a straight-line basis over the requisite service period, which is generally the vesting period. The Company accounts for forfeitures as they occur. Option valuation models, including the Black-Scholes option-pricing model, require the input of several assumptions. The Company has granted share options to employees based in China. The exercise of share options granted to such employees was conditioned on a liquidity event, such as an IPO or change in control, which was not considered probable until consummated. The liquidity event condition was satisfied upon the closing of the IPO, and the Company recognized cumulative share-based compensation expense for share options granted to employees based in China. In February 2023, the Company’s board of directors approved the grant of performance share options for 1,200,000 ordinary shares, which were granted under the 2023 Equity Incentive Plan. Each share option will vest over four years , subject to the achievement in the first year following the grant of certain clinical milestones as determined by the Company’s compensation committee, and subject to the employees’ continuous service through each vesting date. The achievement of performance milestones was not probable as of December 31, 2023. As such, no share-based compensation expense was recognized for performance share options during the year ended December 31, 2023. Income Taxes Income taxes are accounted for using an asset and liability approach that requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the consolidated financial statement and tax bases of assets and liabilities at the applicable enacted tax rates. The Company will establish a valuation allowance for deferred tax assets if it is more likely than not that these items will expire before the Company is able to realize its benefits or that future deductibility is uncertain. The Company recognizes the tax benefit from uncertain tax positions only if it is more likely than not that the tax position will be sustained on examination by the tax authorities, based on the technical merits of the position. The tax position is measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement. The Company recognizes interest and penalties related to income tax matters in its provision for income taxes. As of December 31, 2023 and 2022, the unrecognized income tax benefits were $ 0.9 million and $ 0.3 million, respectively. Net Loss Per Share Attributable to Ordinary Shareholders Basic net loss per ordinary share is calculated by dividing the net loss attributable to ordinary shareholders by the weighted-average number of ordinary shares, including non-voting ordinary shares, outstanding during the period, without consideration of potentially dilutive securities. Net loss attributable to ordinary shareholders is computed as net loss less accretion of redeemable convertible preferred shares. Diluted net loss per share is computed by dividing the net loss attributable to ordinary shareholders by the weighted- 184 Table of Contents STRUCTURE THERAPEUTICS INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) ​ average number of ordinary shares, including non-voting ordinary shares, and potentially dilutive securities outstanding for the period. For purposes of the diluted net loss per share calculation, the redeemable convertible preferred shares, ordinary share warrants, unvested restricted ordinary shares subject to repurchase and share options are considered to be potentially dilutive securities. Basic and diluted net loss per share attributable to ordinary shareholders is presented in conformity with the two-class method required for participating securities as the redeemable convertible preferred shares are considered a participating security because they participate in dividends with ordinary shares. The holders of redeemable convertible preferred shares do not have a contractual obligation to share in the Company’s losses. As such, the net loss was attributed entirely to ordinary shareholders, including non-voting ordinary shares. Because the Company has reported a net loss for all periods presented, diluted net loss per ordinary share is the same as basic net loss per ordinary share for those periods. Comprehensive Income (Loss) Comprehensive income (loss) is defined as a change in equity of a business enterprise during a period, resulting from transactions from non-owner sources. Other comprehensive income (loss) represents unrealized gains or losses on short-term investments that are reported as a component of shareholders’ equity (deficit) on the consolidated balance sheets. JOBS Act Accounting Election The Company is an emerging growth company, as defined in the Jumpstart Our Business Startups Act of 2012 (“JOBS Act”). Under the JOBS Act, emerging growth companies can delay adopting new or revised accounting standards issued subsequent to the enactment of the JOBS Act until such time as those standards apply to private companies. The Company has elected to use this extended transition period for complying with certain new or revised accounting standards that have different effective dates for public and private companies until the earlier of the date the Company (i) is no longer an emerging growth company or (ii) affirmatively and irrevocably opts out of the extended transition period provided in the JOBS Act. As a result, these consolidated financial statements may not be comparable to companies that comply with new or revised accounting pronouncements as of public company effective dates. Recent Accounting Pronouncements Recently Adopted Accounting Pronouncements In June 2016, the Financial Accounting Standards Board (“FASB”) issued Account Standards Update (“ASU”) No. 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments , which requires the measurement and recognition of expected credit losses for financial assets held at amortized cost. This ASU replaces the existing incurred loss impairment model with an expected loss model. It also eliminates the concept of other-than-temporary impairment and requires credit losses related to available-for-sale debt securities to be recorded through an allowance for credit losses rather than as a reduction in the amortized cost basis of the securities. These changes will result in earlier recognition of credit losses. The amendments in this ASU are effective for the Company for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. The Company adopted ASU 2016-13 as of January 1, 2023 and the adoption did not have a material impact on the Company’s consolidated financial statements and related disclosures. Accounting Pronouncements Not Yet Adopted In December 2023, the FASB issued ASU 2023-09, Improvements to Income Tax Disclosures . This ASU requires greater disaggregation of information about a reporting entity's effective tax rate reconciliation as well 185 Table of Contents STRUCTURE THERAPEUTICS INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) ​ as information on income taxes paid. This ASU applies to all entities subject to income taxes and is intended to help investors better understand an entity’s exposure to potential changes in jurisdictional tax legislation and assess income tax information that affects cash flow forecasts and capital allocation decisions. This ASU is effective for annual periods beginning after December 15, 2024, with early adoption permitted. This ASU should be applied on a prospective basis although retrospective application is permitted. The Company is currently evaluating the impact the adoption of this ASU will have on its consolidated financial statements and related disclosures In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures . The amendments in this ASU require disclosures, on an annual and interim basis, of significant segment expenses that are regularly provided to the chief operating decision maker (“CODM”), as well as the aggregate amount of other segment items included in the reported measure of segment profit or loss. This ASU requires that a public entity disclose the title and position of the CODM and an explanation of how the CODM uses the reported measure(s) of segment profit or loss in assessing segment performance and deciding how to allocate resources. Public entities will be required to provide all annual disclosures currently required by Topic 280 in interim periods, and entities with a single reportable segment are required to provide all the disclosures required by the amendments in this ASU and existing segment disclosures in Topic 280. This ASU is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. The amendments in this ASU should be applied retrospectively to all prior periods presented in the financial statements. The Company is currently evaluating the impact of this standard on its consolidated financial statements and related disclosures, and does not expect the standard will have a material impact on the Company’s consolidated financial statements and related disclosures. 3. Composition of Certain Consolidated Financial Statement Line Items Property and equipment, net consists of the following (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ DECEMBER 31, ​ 2023 2022 Laboratory equipment ​ $ 1,960 ​ $ 1,098 Furniture and fixtures ​ 243 ​ 115 Computer equipment and software ​ 309 ​ 58 Leasehold improvements ​ 1,360 ​ 109 ​ ​ $ 3,872 ​ $ 1,380 Less: Accumulated depreciation ​ ( 644 ) ​ ( 349 ) Property and equipment, net ​ $ 3,228 ​ $ 1,031 ​ ​ ​ ​ ​ ​ ​ ​ ​ 186 Table of Contents STRUCTURE THERAPEUTICS INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) ​ Accrued expenses and other current liabilities consisted of the following (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ DECEMBER 31, ​ 2023 2022 Accrued compensation ​ $ 4,325 ​ $ 3,544 Accrued research and development expenses ​ 4,719 ​ 1,818 Accrued clinical expenses ​ ​ 5,412 ​ ​ 438 Accrued professional services ​ ​ 2,633 ​ ​ 313 Income tax and VAT payable ​ 356 ​ 174 Accrued other liabilities ​ 1,113 ​ 454 Total accrued expenses and other current liabilities ​ $ 18,558 ​ $ 6,741 ​ ​ ​ ​ ​ ​ ​ ​ ​ 4. Fair Value Measurements The Company determines the fair value of financial and non-financial assets and liabilities using the fair value hierarchy which establishes three levels of inputs that may be used to measure fair value, as follows: Level 1—Observable inputs, such as quoted prices in active markets for identical assets or liabilities; Level 2—Observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities; and Level 3—Unobservable inputs which reflect management’s best estimate of what market participants would use in pricing the asset or liability at the measurement date. Consideration is given to the risk inherent in the valuation technique and the risk inherent in the inputs to the model. In determining fair value, the Company utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible as well as considers counterparty credit risk in its assessment of fair value. Assets and liabilities measured at fair value are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires management to make judgments and consider factors specific to the asset or liability. 187 Table of Contents STRUCTURE THERAPEUTICS INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) ​ The following tables present information about the Company’s financial assets measured at fair value on a recurring basis and indicates the level of the fair value hierarchy utilized to determine such fair values (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ DECEMBER 31, ​ 2023 ​ 2022 ​ LEVEL 1 LEVEL 2 LEVEL 3 TOTAL LEVEL 1 LEVEL 2 LEVEL 3 TOTAL Money market funds ​ $ 124,443 ​ $ — ​ $    — ​ $ 124,443 ​ $ 18,994 ​ $ — ​ $    — ​ $ 18,994 Cash equivalents ​ 124,443 ​ — ​ — ​ 124,443 ​ 18,994 ​ — ​ — ​ 18,994 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ U.S. government bonds ​ ​ 84,935 ​ ​ — ​ ​ — ​ ​ 84,935 ​ ​ 11,763 ​ ​ — ​ ​ — ​ ​ 11,763 U.S. government agency bonds ​ ​ — ​ ​ 82,340 ​ ​ — ​ ​ 82,340 ​ ​ — ​ ​ 1,794 ​ ​ — ​ ​ 1,794 Corporate debt securities ​ — ​ 170,256 ​ — ​ 170,256 ​ — ​ 51,193 ​ — ​ 51,193 Short-term investments ​ 84,935 ​ 252,596 ​ — ​ 337,531 ​ 11,763 ​ 52,987 ​ — ​ 64,750 Total fair value of financial assets ​ $ 209,378 ​ $ 252,596 ​ $ — ​ $ 461,974 ​ $ 30,757 ​ $ 52,987 ​ $ — ​ $ 83,744 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ DECEMBER 31, ​ 2023 2022 ​ ​ AMORTIZED UNREALIZED FAIR ​ AMORTIZED UNREALIZED FAIR ​ COST ​ LOSSES GAINS VALUE COST ​ LOSSES GAINS VALUE Money market funds ​ $ 124,443 ​ $ — ​ $    — ​ $ 124,443 ​ $ 18,994 ​ $ — ​ $    — ​ $ 18,994 Cash equivalents ​ 124,443 ​ — ​ — ​ 124,443 ​ 18,994 ​ — ​ — ​ 18,994 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ U.S. government bonds ​ ​ 84,783 ​ ​ ( 35 ) ​ ​ 187 ​ ​ 84,935 ​ ​ 11,820 ​ ​ ( 57 ) ​ ​ — ​ ​ 11,763 U.S. government agency bonds ​ ​ 82,185 ​ ​ ( 16 ) ​ ​ 171 ​ ​ 82,340 ​ ​ 1,801 ​ ​ ( 7 ) ​ ​ — ​ ​ 1,794 Corporate debt securities ​ 170,042 ​ ​ ( 39 ) ​ ​ 253 ​ 170,256 ​ 51,239 ​ ( 49 ) ​ 3 ​ 51,193 Short-term investments ​ 337,010 ​ ( 90 ) ​ 611 ​ 337,531 ​ 64,860 ​ ( 113 ) ​ 3 ​ 64,750 Total fair value of financial assets ​ $ 461,453 ​ $ ( 90 ) ​ $ 611 ​ $ 461,974 ​ $ 83,854 ​ $ ( 113 ) ​ $ 3 ​ $ 83,744 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ As of December 31, 2023 and 2022, the Company did not have any liabilities measured at fair value on a recurring basis. There were no transfers in and out of Level 3 during the years ended December 31, 2023 and 2022. The unrealized losses for marketable securities related to changes in interest rates and the Company has the intent and ability to hold the underlying securities until the estimated date of recovery of its amortized cost. No allowance for credit losses was recorded at either December 31, 2023 or 2022, and no impairment losses were recognized for the years ended December 31, 2023 and 2022. 188 Table of Contents STRUCTURE THERAPEUTICS INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) ​ Money market funds and U.S. government bonds are included within Level 1 of the fair value hierarchy because they are valued using quoted market prices. Corporate debt securities and U.S. government agency bonds are classified within Level 2 of the fair value hierarchy as they take into consideration valuations obtained from third-party pricing services. The pricing services utilize industry standard valuation models, including both income-based and market-based approaches, for which all significant inputs are observable, either directly or indirectly, to estimate the fair value. These inputs include reported trades of and broker/dealer quotes on similar securities, issuer credit spreads, benchmark securities, prepayment/default projections based on historical data and other observable inputs. 5. Term Loan On August 4, 2020, the Company entered into a Loan and Security Agreement (the “SVB Agreement”) with Silicon Valley Bank (“SVB”) for up to $ 8.0 million in debt financing (the “SVB Loan”). In connection with the entering into the SVB Agreement, the Company issued SVB a warrant to purchase 112,279 of its ordinary shares at an exercise price of $ 0.48 per share (“SVB Warrant”). Amounts available to be borrowed under the SVB Agreement expired unused and in February 2023, the Company issued 106,060 ordinary shares through a cashless exercise upon the exercise of the SVB Warrant. 6. Commitments and Contingencies Operating Leases In June 2021, Shanghai ShouTi entered into an agreement to lease approximately 5,900 square feet of office space in Chamtime Plaza in Shanghai, China. The lease commenced on September 16, 2021 and expired on September 15, 2023. Shanghai ShouTi had an option to extend the lease term, however the renewal term and conditions should be agreed between Shanghai ShouTi and the landlord. For accounting purposes, the lease term did not include the option to extend the lease term as it was not reasonably certain that the lease term would be extended. In November 2021, StructureTx US entered into an agreement to lease approximately 4,050 square feet of office spaces in South San Francisco, California. The lease commenced on November 11, 2021, and expired on October 31, 2023. In June 2023, Shanghai ShouTi entered into a lease agreement for approximately 22,500 square feet of office space in Shanghai, China, for its research and development operations office, which commenced in July 2023 and will expire on December 31, 2026. The annual base rent is approximately $ 0.7 million based on the exchange rate upon entering into this lease agreement, and Shanghai ShouTi is also responsible for the payment of additional costs and fees related to its use of the premises. According to the lease agreement, the Company is obligated to restore the premises and all fixtures, fittings and equipment in the premises to its original condition. The Company’s asset retirement obligations are primarily associated with leasehold improvements which the Company is contractually obligated to remove at the end of a lease to comply with the lease agreement. The Company recognized an asset retirement obligation at the inception of a lease at its estimated fair value based on the expected timing of payment of the related costs. In the determination of fair value for an asset retirement obligation, the Company uses various assumptions and judgments, including such factors as the existence of a legal obligation, estimated amounts and timing of settlements, discount and inflation rates. The key estimates as of the inception date were the fair value of the asset retirement obligation of $ 0.4 million, timing of the settlement of 3.4 years and the discount rate of 6.8 %. The associated estimated asset retirement costs are capitalized as part of the carrying amount of the leasehold improvements and depreciated over its useful life. As of December 31, 2023 189 Table of Contents STRUCTURE THERAPEUTICS INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) ​ and 2022, the Company had asset retirement obligations of $ 0.3 million and $ 0 , respectively, which are recorded in other non-current liabilities on the consolidated balance sheets. In June 2023, StructureTx US entered into a sublease agreement for approximately 11,800 square feet of office space located in South San Francisco, California for its corporate headquarters. The lease commenced in July 2023 and will expire on August 31, 2027. The annual base rent will initially be approximately $ 0.5 million and will increase annually by 3 %, and StructureTx US will also be responsible for the payment of additional costs and fees related to its use of the premises. In June 2023, Shanghai ShouTi entered into another lease agreement for approximately 8,400 square feet of laboratory space located in Shanghai, China for its research and development activities. The lease commenced in December 2023 and will expire on January 31, 2027. The annual base rent will be approximately $ 0.3 million based on the exchange rate upon entering into this lease agreement, and Shanghai ShouTi is also responsible for the payment of additional costs and fees related to its use of the premises. The maturities of operating lease liabilities as of December 31, 2023, were as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ DECEMBER 31, ​ ​ 2023 2024 ​ $ 1,801 2025 ​ ​ 2,002 2026 ​ ​ 1,954 2027 ​ ​ 384 Total undiscounted lease payments ​ 6,141 Less: imputed interest ​ 688 Total operating lease liability ​ 5,453 Less: current portion ​ 1,440 Operating lease liability, net of current portion ​ $ 4,013 ​ ​ ​ ​ ​ Operating lease expense was $ 1.8 million and $ 1.1 million for the years ended December 31, 2023 and 2022, respectively, including $ 0.9 million and $ 0.7 million short-term lease costs for the years ended December 31, 2023 and 2022, respectively. As of December 31, 2023, the weighted average remaining lease term was 3.2 years, and the weighted average discount rate used to measure the lease liabilities for such operating leases upon recognition was 7.5 %. During the years ended December 31, 2023 and 2022, cash paid for amounts included in operating lease liabilities of $ 0.6 million and $ 0.4 million, respectively, was included in operating activities on the consolidated statements of cash flows. Indemnification Agreements In the ordinary course of business, the Company enters into agreements that may include indemnification provisions. Pursuant to such agreements, the Company may indemnify, hold harmless and defend an indemnified party for losses suffered or incurred by the indemnified party. Some of the provisions will limit losses to those arising from third-party actions. In some cases, the indemnification will continue after the termination of the agreement. The maximum potential number of future payments the Company could be required to make under these provisions is not determinable. The Company has never incurred material costs to defend lawsuits or settle claims related to these indemnification provisions. The Company has also entered into indemnification agreements with its directors and officers that require the Company, among other things, to indemnify them against certain liabilities that may arise by reason of their status or service as directors or 190 Table of Contents STRUCTURE THERAPEUTICS INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) ​ officers to the fullest extent permitted by the applicable law and the amended and restated memorandum and articles of association of the Company. The Company currently has directors’ and officers’ liability insurance. As of December 31, 2023 and 2022, the Company did not have any material indemnification claims that were probable or reasonably possible and consequently had not recognized any related liabilities. Legal Proceedings The Company is subject to claims and assessments from time to time in the ordinary course of business but is not aware of any such matters, individually or in the aggregate, that will have a material adverse effect on the Company’s financial position, results of operations or cash flows. 7. Redeemable Convertible Preferred Shares Under the Company’s Memorandum and Articles of Association, as amended, prior to the IPO, the Company’s redeemable convertible preferred shares were issuable in series. As of December 31, 2022, redeemable convertible preferred shares consisted of the following (in thousands, except share and per share amounts): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ DECEMBER 31, 2022 ​ ​ ​ ​ ​ SHARES ISSUED ​ ​ ​ ​ ​ SHARES ORIGINAL AND CARRYING LIQUIDATION SERIES ​ AUTHORIZED ​ ISSUE PRICE OUTSTANDING ​ VALUE ​ VALUE A 19,200,000 ​ $ 1.6667 19,200,000 ​ $ 32,001 ​ $ 32,001 A+ 12,799,681 ​ 2.0313 12,799,681 ​ 26,000 ​ 26,000 B 32,857,004 ​ 4.0483 32,857,004 ​ 133,015 ​ 133,015 B-1 2,161,402 ​ 3.2386 2,161,402 ​ 8,959 ​ 7,000 ​ 67,018,087 ​ ​ ​ 67,018,087 ​ $ 199,975 ​ $ 198,016 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Dividends on redeemable convertible preferred shares are noncumulative and none were declared through conversion. Upon closing of the Company’s IPO, all outstanding redeemable convertible preferred shares automatically converted into 67,018,087 ordinary shares on a one -for-one basis and therefore no redeemable convertible preferred shares were outstanding as of December 31, 2023. 8. Ordinary Shares As of December 31, 2023, the Company’s Memorandum and Articles of Association, as amended, authorizes the Company to issue 500,000,000 ordinary shares and 100,000,000 undesignated shares, of which 9,812,438 shares have been designated as non-voting ordinary shares and 90,187,562 remain undesignated shares, all with a par value of $ 0.0001 per share. The undesignated shares may be designated by the Company’s board of directors in accordance with the Company’s Articles of Association. In May 2023 and September 2023, the Company’s board of directors designated 7,410,518 and 2,401,920 non-voting ordinary shares, respectively, in accordance with the Articles of Association. The non-voting ordinary shares rank on parity with the ordinary shares as to distributions of assets upon liquidation, dissolution or winding up of the Company, whether voluntary or involuntary. The non-voting ordinary shares are entitled on an equal basis to any dividends declared on the ordinary shares on an as-converted to ordinary share basis. Each non-voting ordinary shareholder has the right to convert each non-voting ordinary share into one ordinary share, subject to appropriate adjustment in the event of any dividend, split, reverse 191 Table of Contents STRUCTURE THERAPEUTICS INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) ​ split, combination or other similar recapitalization with respect to the ordinary shares, at such holder’s election by providing written notice to the Company. In May 2023, the Company entered into an Exchange Agreement with Biotechnology Value Fund, L.P., Biotechnology Value Fund II, L.P., and Biotechnology Value Trading Fund OS, L.P. (collectively referred to as “BVF”), who in the aggregate hold more than 5 % of the Company’s issued share capital, pursuant to which BVF delivered to the Company, a total of 7,410,518 ordinary shares of the Company, in exchange for the Company’s delivery of 7,410,518 newly designated non-voting ordinary shares, par value $ 0.0001 per share. The exchange did not result in any change in the aggregate number of outstanding shares of the Company as the exchange was implemented on a one -for-one basis. On September 29, 2023, the Company entered into a share purchase agreement to issue certain shares to Purchasers, including 2,401,920 newly designated non-voting ordinary shares at a purchase price of $ 12.49 per share (or the equivalent of $ 37.47 per ADS) in the Private Placement which closed on October 3, 2023. As of December 31, 2023, all outstanding non-voting ordinary shares had been converted into 9,812,438 ordinary shares. Ordinary shareholders, including non-voting ordinary shareholders, are entitled to dividends if and when declared by the Company’s board of directors subject to the prior rights of the preferred shareholders. As of December 31, 2023 and 2022, no dividends on ordinary shares had been declared by the board of directors. The Company has the following ordinary shares reserved for future issuance (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ DECEMBER 31, ​ 2023 2022 Share options issued and outstanding 11,899 7,612 Share options available for future grant 8,192 977 Ordinary shares available for employee share purchase plan ​ 1,000 ​ — Conversion of redeemable convertible preferred shares — 67,018 Ordinary share warrants — 112 Total ordinary shares reserved 21,091 75,719 ​ ​ ​ ​ ​ ​ ​ 9. Shareholders’ Equity 2019 Equity Incentive Plan In April 2019, the Company adopted the 2019 Equity Incentive Plan (“2019 Plan”), under which its board of directors can issue share options. Awards granted under the 2019 Plan may be either incentive share options (“ISOs”), nonstatutory share options (“NSOs”), share appreciation rights (“SARs”), or restricted share units (“RSUs”). ISOs may be granted only to Company employees (including officers and directors who are also employees). NSOs may be granted to Company employees and consultants. The exercise price of ISOs and NSOs shall not be less than 100 % of the estimated fair value of the shares on the date of grant. The exercise price of ISOs granted to an employee who, at the time of grant, owns shares representing more than 10 % (“ 10 % shareholder”) of the voting power of all classes of shares of the Company shall be no less than 110 % of the estimated fair value of the shares on the date of grant. The options usually have a term of 10 years (or no more than five years if granted to a 10 % shareholder). Vesting conditions determined by the plan administrator may apply to share options and may include continued service, performance and/or other conditions. Generally, options and restricted share awards vest over a four-year period. 192 Table of Contents STRUCTURE THERAPEUTICS INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) ​ 2023 Equity Incentive Plan In January 2023, prior to the IPO closing, the Company’s board of directors and shareholders approved the 2023 Equity Incentive Plan (“2023 Plan”), which became effective upon the IPO closing. The Company initially reserved 12,000,000 ordinary shares for issuance of share-based compensation awards, including ISOs, NSOs, stock appreciation rights, restricted stock units and other stock-based awards, plus shares available for issuance under the 2019 Plan. ISOs may be granted only to Company employees (including officers and directors who are also employees). Shares options granted under the 2019 Plan that are forfeited or lapse unexercised will be available for issuance under the 2023 Plan. Once the 2023 Plan became effective, no further grants were made under the 2019 Plan. Options under the 2023 Plan may be granted for periods of up to 10 years at exercise prices no less than the fair market value of the Company’s ordinary shares on the date of grant; provided, however, that the exercise price of an ISO granted to a 10 % shareholder may not be less than 110 % of the fair market value of the shares on the date of grant and such option may not be exercisable after the expiration of five years from the date of grant. Vesting conditions determined by the plan administrator may apply to share options and may include continued service, performance and/or other conditions. Generally, share options vest over a four-year period. The maximum number of ordinary shares that may be issued under the 2023 Plan as of December 31, 2023 was 20,589,597 . In addition, t he number of ordinary shares reserved for issuance under our 2023 Plan will automatically increase on January 1 of each calendar year, starting on January 1, 2024 through January 1, 2033, in an amount equal to 4 % of the total number of ordinary shares outstanding on the last day of the calendar month before the date of each automatic increase, or a lesser number of ordinary shares determined by the Company’s board of directors. In January 2024, the number of ordinary shares available for issuance under the 2023 Plan was increased by 5,568,838 shares as a result of the automatic increase provision in the 2023 Plan. Options A summary of share option activity is set forth below (in thousands except per share amounts and years): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ OUTSTANDING AWARDS ​ ​ NUMBER ​ ​ ​ ​ ​ ​ WEIGHTED- ​ ​ ​ ​ ​ OF ​ NUMBER OF ​ ​ ​ ​ AVERAGE ​ ​ ​ ​ ​ SHARES ​ SHARES ​ WEIGHTED- ​ REMAINING ​ ​ ​ ​ ​ AVAILABLE ​ UNDERLYING ​ AVERAGE ​ CONTRACTUAL ​ AGGREGATE ​ ​ FOR ​ OUTSTANDING ​ EXERCISE ​ TERM ​ INTRINSIC ​ GRANT OPTIONS PRICE (IN YEARS) VALUE As of December 31, 2022 977 7,612 ​ $ 1.62 8.57 ​ $ 13,283 Additional shares authorized ​ 12,000 ​ — ​ ​ — ​ ​ ​ ​ ​ Granted ( 5,451 ) 5,451 ​ ​ 7.00 ​ Exercised — ( 498 ) ​ ​ 1.61 ​ Forfeited 666 ( 666 ) ​ ​ 4.22 ​ As of December 31, 2023 8,192 11,899 ​ ​ 3.94 8.27 ​ 117,093 Exercisable at December 31, 2023 ​ ​ 4,602 ​ ​ 1.42 ​ 7.36 ​ ​ 55,995 Vested and expected to vest at December 31, 2023 ​ ​ 11,899 ​ ​ 3.94 8.27 ​ 117,093 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 193 Table of Contents STRUCTURE THERAPEUTICS INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) ​ The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying share options and the fair value of the Company’s ordinary shares for share options that were in-the-money at the end of each period. The aggregate intrinsic value of options exercised for the years ended December 31, 2023 and 2022 was $ 3.9 million and $ 0.2 million, respectively. The total fair value of options that vested during the years ended December 31, 2023 and 2022 was $ 5.5 million and $ 1.5 million, respectively. Employee Share Purchase Plan In February 2023, the Company adopted the 2023 Employee Share Purchase Plan (“ESPP”). The Company allows eligible employees to purchase shares of the Company's ordinary shares through payroll deductions at a price equal to 85 % of the lesser of the fair market value of the ordinary shares as of the first date of each offering period or the ending date of each purchase period. Each offering period is typically 24 months consisting of four purchase periods of six months . There were 1,000,000 ordinary shares initially reserved for issuance under the ESPP. The number of ordinary shares reserved for issuance will automatically increase on January 1 of each calendar year, beginning on January 1, 2024 through January 1, 2033, by the lesser of  (i) 1 % of the total number of our outstanding share capital on the last day of the calendar month before the date of the automatic increase; and (ii) 3,000,000 ordinary shares; provided that before the date of any such increase, our board of directors may determine that such increase will be less than the amount set forth in clauses (i) and (ii) . In January 2024, the number of ordinary shares available for issuance under the ESPP was increased by 1,392,210 shares as a result of the automatic increase provision in the ESPP. The offering period and purchase periods are determined by the board of directors. The first offering period for approximately 24 months was initiated during the fourth quarter of 2023 and consists of four purchase periods or approximately six months . As of December 31, 2023, 1,000,000 shares under the ESPP remain available for purchase. Compensation expense is calculated using the fair value of the employees' purchase rights under the Black-Scholes model, which was estimated using the following weighted-average assumptions: ​ ​ ​ ​ ​ ​ ​ YEAR ENDED ​ DECEMBER 31, ​ 2023 Expected term (in years) 1.2 ​ Expected volatility 90.3 % Risk-free interest rate 4.8 % Expected dividend yield 0.0 % ​ ​ ​ ​ Restricted Shares On April 29, 2019, 5,891,064 shares of the Company’s ordinary shares which were previously issued to its founders were converted to restricted ordinary shares with a vesting term of four years with 25 % of the shares vesting after one year from the vesting commencement date of April 29, 2019 and the remainder ratably on a monthly basis over the following three years , provided that the shareholder continues to provide services to the Company as of the date of such vesting. The transaction was accounted for as a grant of restricted shares with weighted-average per share grant-date fair value of $ 0.33 per share with the total compensation cost of $ 1.9 million, which will be recognized over the four-year requisite service period. 194 Table of Contents STRUCTURE THERAPEUTICS INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) ​ Activity with respect to restricted shares was as follows (in thousands, except per share amounts): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ NUMBER OF SHARES ​ ​ ​ ​ ​ UNDERLYING ​ WEIGHTED- ​ ​ OUTSTANDING ​ AVERAGE ​ ​ RESTRICTED ​ GRANT DATE FAIR ​ SHARES VALUE Unvested, December 31, 2022 ​ 327 ​ $ 0.33 Vested ​ ( 327 ) ​ ​ 0.33 Unvested, December 31, 2023 — ​ — ​ ​ ​ ​ ​ ​ ​ The fair value of restricted shares vested during the years ended December 31, 2023 and 2022 was $ 0.1 million and $ 0.4 million, respectively. Share-Based Compensation Associated with Awards to Employees and Non-Employees The Company recognized share-based compensation as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ YEAR ENDED ​ ​ DECEMBER 31, ​ 2023 2022 Research and development ​ $ 3,761 ​ $ 875 General and administrative ​ 4,430 ​ 1,639 Total share-based compensation ​ $ 8,191 ​ $ 2,514 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ YEAR ENDED ​ ​ DECEMBER 31, ​ 2023 2022 Share options and restricted shares ​ $ 8,170 ​ $ 2,514 ESPP ​ 21 ​ — Total share-based compensation ​ $ 8,191 ​ $ 2,514 ​ ​ ​ ​ ​ ​ ​ ​ As of December 31, 2023, the total unrecognized share-based compensation expense related to unvested share options was $ 31.0 million, which is expected to be recognized over the remaining weighted-average vesting period of 3.1 years. As of December 31, 2023, the total unrecognized share-based compensation expense related to the ESPP was $ 0.6 million, which is expected to be recognized over the remaining weighted-average vesting period of 1.9 years. The Company estimated the fair value of share options using the Black Scholes option-pricing model. The fair value of share options is being amortized on a straight-line basis over the requisite service period of the awards. The options granted during the years ended December 31, 2023 and 2022 had a weighted-average 195 Table of Contents STRUCTURE THERAPEUTICS INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) ​ per share grant-date fair value of $ 6.21 and $ 1.96 per share, respectively, which was estimated using the following weighted-average assumptions: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ YEAR ENDED ​ ​ ​ DECEMBER 31, ​ ​ ​ 2023 2022 Expected term (in years) 6.1 5.9 ​ Expected volatility 101.3 % 87.7 % Risk-free interest rate 3.7 % 2.0 % Expected dividend yield 0.0 % 0.0 % ​ ​ ​ ​ ​ ​ ​ The assumptions are as follows: ● Expected term.  The expected term represents the period that the share-based awards are expected to be outstanding. The expected term is calculated using the simplified method which is used when there is insufficient historical data about exercise patterns and post-vesting employment termination behavior. The simplified method is based on the vesting period and the contractual term for each grant, or for each vesting-tranche for awards with graded vesting. The mid-point between the vesting date and the maximum contractual expiration date is used as the expected term under this method. For awards with multiple vesting-tranches, the times from grant until the mid-points for each of the tranches may be averaged to provide an overall expected term. ● Expected volatility.  The Company estimated the volatility data based on a study of publicly traded industry peer companies as it did not have any trading history for its ordinary shares. For purposes of identifying these peer companies, the Company considered the industry, stage of development, size and financial leverage of potential comparable companies. For each grant, the Company measured historical volatility over a period equivalent to the expected term. The Company will continue to apply this process until a sufficient amount of historical information regarding the volatility of its own share price becomes available. ● Risk-free interest rate.  The risk-free interest rate is based on the U.S. Treasury yield in effect at the time of grant for zero-coupon U.S. Treasury notes with remaining terms similar to the expected term of the options. ● Expected Dividend yield.  The expected dividend is assumed to be zero as the Company has never paid dividends and has no current plans to do so. In addition to the assumptions used in the Black-Scholes option-pricing model, the Company recognizes the actual forfeitures by reducing the employee share-based compensation expense in the same period the forfeiture occurs. 196 Table of Contents STRUCTURE THERAPEUTICS INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) ​ 10. Income Taxes The following table presents loss before income tax expense (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ YEAR ENDED ​ ​ DECEMBER 31, ​ 2023 2022 Loss before income expense: ​ ​ ​ ​ ​ ​ Domestic loss ​ $ ( 79,895 ) ​ $ ( 44,258 ) Foreign income (loss) ​ ( 9,489 ) ​ ​ ( 7,046 ) Loss before income tax expense ​ $ ( 89,384 ) ​ $ ( 51,304 ) ​ ​ ​ ​ ​ ​ ​ ​ The following table presents the current and deferred income tax provision for income taxes (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ YEAR ENDED ​ ​ DECEMBER 31, ​ ​ 2023 2022 Current tax provision (benefit): ​ ​ Federal ​ $ — ​ $ — State ​ 5 ​ 3 Foreign ​ 217 ​ 74 ​ ​ 222 ​ 77 Deferred tax provision (benefit): ​ ​ Federal ​ — ​ — State ​ — ​ — Foreign ​ 14 ​ ( 60 ) ​ ​ ​ ​ ​ Total provision (benefit) for income taxes: ​ $ 236 ​ $ 17 ​ ​ ​ ​ ​ ​ ​ ​ 197 Table of Contents STRUCTURE THERAPEUTICS INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) ​ The Company is domiciled in the Cayman Islands. A reconciliation of the expected tax computed at the zero tax rate for the Cayman Islands to the total provision for income taxes was as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ DECEMBER 31, ​ ​ ​ 2023 2022 Expected tax at 0 % ​ — % — % State income tax, net of federal tax 6.5 3.8 ​ Share-based compensation ( 1.9 ) ( 0.6 ) ​ Non-deductible expenses 0.1 ( 0.1 ) ​ U.S. income tax differential 18.8 18.2 ​ Other foreign income tax differential 0.8 0.3 ​ Research credits 1.7 0.8 ​ Other 0.4 0.5 ​ Change in valuation allowance ( 26.7 ) ( 22.9 ) ​ Effective tax rate ( 0.3 ) % — % ​ ​ ​ ​ ​ ​ ​ Deferred income taxes as of each of the following periods reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. 198 Table of Contents STRUCTURE THERAPEUTICS INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) ​ Significant components of the Company’s net deferred tax asset or liability were as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ DECEMBER 31, ​ ​ 2023 2022 Net operating loss ​ $ 29,217 ​ $ 18,918 Research and experimentation expenses ​ ​ 16,911 ​ ​ 5,986 Research credits ​ 2,631 ​ 866 Compensation ​ 1,737 ​ 1,336 Operating lease liability ​ 1,030 ​ 57 Related party accrued expenses ​ 1,036 ​ 651 Prepaid expenses ​ ​ 198 ​ ​ — Property and equipment ​ ​ — ​ ​ 18 Unrealized gains and losses ​ ​ 15 ​ ​ ​ Other ​ — ​ 74 Total deferred tax assets ​ 52,775 ​ 27,906 Valuation allowance ​ ( 51,551 ) ​ ( 27,740 ) Net deferred tax assets ​ 1,224 ​ 166 ​ ​ ​ ​ ​ ​ ​ Right-of-use assets ​ ( 960 ) ​ ( 43 ) Property and equipment ​ ​ ( 110 ) ​ ​ — Revenue ​ ​ ( 77 ) ​ ​ — Unrealized gains and losses ​ ​ — ​ ​ ( 63 ) Other ​ ​ ( 32 ) ​ ​ — Total deferred tax liabilities ​ ( 1,179 ) ​ ( 106 ) Net deferred tax assets ​ $ 45 ​ $ 60 ​ ​ ​ ​ ​ ​ ​ ​ Realization of the Company’s deferred tax assets is dependent upon the Company generating sufficient taxable income in future years to obtain benefit from the reversal of temporary differences. Management considered all available evidence under existing tax law and anticipated expiration of tax statutes and determined that a valuation allowance of $ 51.6 million and $ 27.7 million was required as of December 31, 2023 and 2022, respectively for those deferred tax assets that are not expected to provide future tax benefits. As of December 31, 2023, the Company had available net operating loss carryforwards of $ 84.8 million for federal income tax purposes, all of which were generated after 2017. The federal net operating loss carryforwards are not subject to expiration. As of December 31, 2023, the net operating losses for state purposes was $ 146.5 million and will begin to expire in 2037 if not utilized. As of December 31, 2023, the net operating losses for Australia purposes was $ 3.3 million and are not subject to expiration. As of December 31, 2023, the Company has federal and state income tax credit carryforwards, net of reserves, of $ 2.2 million and $ 0.5 million, respectively. The federal credit carryovers begin to expire in 2039 and the state credit carryovers do not expire. 199 Table of Contents STRUCTURE THERAPEUTICS INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) ​ The Company has not completed a study to determine whether any ownership change per the provisions of Section 382 of the Internal Revenue Code of 1986, as amended (the “Code”), as well as similar state provisions, has occurred. Utilization of the Company’s net operating loss and income tax credit carryforwards may be subject to a substantial annual limitation due to ownership changes that may have occurred or that could occur in the future. These ownership changes may limit the amount of the net operating loss and income tax credit carryover that can be utilized annually to offset future taxable income. In general, an “ownership change” as defined by Section 382 of the Code results from a transaction or series of transactions over a three-year period resulting in an ownership change of more than 50% of the outstanding ordinary shares of a company by certain shareholders. Uncertain Tax Positions In accordance with authoritative guidance, the impact of an uncertain income tax position on the income tax return must be recognized at the largest amount that is more-likely-than-not to be sustained upon audit by the relevant taxing authority. An uncertain income tax position will not be recognized if it has less than a 50% likelihood of being sustained. The Company does not anticipate that there will be a substantial change in unrecognized tax benefits within the next 12 months. The following table reconciles the change in unrecognized tax benefits for the years as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ DECEMBER 31, ​ ​ 2023 2022 Beginning of year ​ $ 289 ​ $ 107 Additions for tax positions related to current year ​ 574 ​ 198 Additions for tax positions related to prior years ​ 14 ​ — Reductions for tax positions related to prior years ​ ​ — ​ ​ ( 16 ) End of year ​ $ 877 ​ $ 289 ​ ​ ​ ​ ​ ​ ​ ​ The total unrecognized tax benefits do not impact the Company’s effective tax rate. The Company recognizes interest and penalties related to unrecognized tax positions within the income tax expense line in the accompanying consolidated statements of operations and comprehensive loss. There were no accrued interest and penalties associated with uncertain tax positions as of December 31, 2023 and 2022. The Company and its subsidiaries are subject to U.S. federal, state and foreign income tax, and in the normal course of business, its income tax returns are subject to examination by the relevant taxing authorities. As of December 31, 2023, the 2018 to 2022 tax years remained subject to examination in the U.S. federal tax and various state tax jurisdictions. The Company is not currently under examination by federal, state, or foreign jurisdictions. Indefinite Reinvestment of Foreign Earnings The Company considers the earnings of certain subsidiaries to be indefinitely invested outside the Cayman Islands on the basis of estimates that future domestic cash generation will be sufficient to meet future domestic cash needs and the specific plans for reinvestment of those subsidiary earnings. The Company has not recorded a deferred tax liability related to the income taxes and foreign withholding taxes on indefinitely reinvested undistributed earnings of foreign subsidiaries. If the Company decides to repatriate the foreign earnings, it would need to adjust the income tax provision in the period it was determined that the earnings 200 Table of Contents STRUCTURE THERAPEUTICS INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) ​ would no longer be indefinitely invested outside the Cayman Islands. The Company’s subsidiaries in the United States do not have undistributed earnings to distribute. As of December 31, 2023, a subsidiary in China has no undistributed earnings. On December 22, 2017 the legislation commonly known as the Tax Cuts and Jobs Act (“TCJA”) was signed into law. The TCJA resulted in significant changes to the treatment of research or experimental (“R&E”) expenditures under Internal Revenue Code Section 174. For tax years beginning after December 31, 2021, taxpayers are required to capitalize and amortize all R&E expenditures that are paid or incurred in connection with their trade or business which represent costs in the experimental or laboratory sense. Specifically, costs for U.S.-based R&E activities must be amortized over five years and costs for foreign R&E activities must be amortized over 15 years ; both using a midyear convention. In 2023, the Company has capitalized $ 58.9 million of research and development costs. After amortization, there remains a future temporary deductible item in the amount of $ 80.5 million. ​ 11. Net Loss Per Share The following table sets forth the computation of basic and diluted net loss per share attributable to ordinary shareholders, which excludes unvested restricted shares and shares which are legally outstanding, but subject to repurchase by the Company (in thousands, except per share amounts): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ YEAR ENDED ​ ​ DECEMBER 31, ​ ​ 2023 2022 Numerator: ​ ​ Net loss attributable to ordinary shareholders ​ $ ( 89,620 ) ​ $ ( 51,321 ) Accretion of redeemable convertible preferred shares to their redemption value ​ — ​ ( 1,515 ) Net loss attributable to ordinary shareholders ​ $ ( 89,620 ) ​ $ ( 52,836 ) Denominator: ​ ​ Weighted-average ordinary shares outstanding ​ 110,263 ​ 10,933 Less: weighted-average unvested restricted ordinary shares subject to repurchase ​ ( 65 ) ​ ( 1,349 ) Weighted-average ordinary shares used in computing net loss per share attributable to ordinary shareholders, basic and diluted ​ 110,198 ​ 9,584 Net loss per share attributable to ordinary shareholders, basic and diluted ​ $ ( 0.81 ) ​ $ ( 5.51 ) ​ ​ ​ ​ ​ ​ ​ ​ 201 Table of Contents STRUCTURE THERAPEUTICS INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) ​ The following outstanding shares of potentially dilutive securities were excluded from the computation of diluted net loss per share attributable to ordinary shareholders for the periods presented because including them would have been antidilutive (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ DECEMBER 31, ​ ​ 2023 2022 Options to purchase ordinary shares 11,899 7,612 Shares committed under ESPP ​ 106 ​ — Redeemable convertible preferred shares — 67,018 Ordinary share warrants — 112 Unvested restricted ordinary share awards — 327 Total 12,005 75,069 ​ ​ ​ ​ ​ ​ ​ ​ 12. Defined Contribution Plan The Company maintains a defined contribution plan under Section 401(k) of the Code covering substantially all full-time U.S. employees. Employee contributions are voluntary and are determined on an individual basis subject to the maximum allowable under federal tax regulations. For the years ended December 31, 2023 and 2022, the Company started to make safe-harbor matching contributions of 100 % of each dollar contributed by eligible employees, up to 4 % of an employee’s eligible compensation. The Company may also make discretionary contributions to the 401(k) plan. During the years ended December 31, 2023 and 2022, matching contributions were $ 0.2 million and $ 0.2 million, respectively. ​ 13. Related Party Transactions Ramy Farid, the President and Chief Executive Officer of Schrödinger, Inc. (“Schrödinger”) is a member of the Company’s board of directors. During the years ended December 31, 2022 and 2021, the Company had existing collaboration agreements to use the results provided by Schrödinger’s software platform for its research purposes. During the years ended December 31, 2023 and 2022, the Company paid $ 0.3 million and $ 0.2 million to Schrödinger, respectively, and had $ 0.5 million and $ 0 payable balance to Schrödinger as of December 31, 2023 and 2022, respectively. Lhotse Collaboration Agreement with Schrödinger In October 2020, Lhotse Bio, Inc., the Company’s wholly-owned subsidiary (“Lhotse”), entered into a Collaboration Agreement (the “Lhotse-Schrödinger Agreement”) with Schrödinger, which is one of the Company’s shareholders, to discover and develop novel, orally bioavailable, small molecule inhibitors of lysophosphatidic acid 1 receptor (“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 202 Table of Contents STRUCTURE THERAPEUTICS INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) ​ 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, 2023, the Company has paid to Schrödinger an aggregate of $ 0.8 million. If Lhotse develops and commercializes a product containing a compound (a “Lhotse Collaboration Compound”), that is discovered or developed under the Lhotse-Schrödinger Agreement (a “Lhotse 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 Lhotse Collaboration Products that reach such milestones. Lhotse will also be obligated to pay Schrödinger tiered royalties on a Lhotse Collaboration Product-by-Lhotse Collaboration Product basis equal to low single digit percentages on aggregate worldwide net sales of Lhotse Collaboration Products, subject to specified reductions and offsets. Lhotse’s obligation to pay royalties to Schrödinger will expire on a Lhotse Collaboration Product-by-Lhotse Collaboration Product and country-by-country basis on the later of (i) the expiration of the last-to-expire Lhotse patent claim covering the composition of matter of the Lhotse Collaboration Compound contained in such Lhotse Collaboration Product in such country, (ii) the expiration of regulatory, pediatric, orphan drug, or data exclusivity with respect to such Lhotse Collaboration Product in such country, and (iii) ten years after the first commercial sale of such Lhotse Collaboration Product in such country (the “Lhotse 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 Lhotse Royalty Term) to Schrödinger continues after the expiration or termination of the Lhotse-Schrödinger Agreement. As of December 31, 2023, no milestone or royalty payments have been paid or accrued. Aconcagua Collaboration Agreement with Schrödinger In November 2023, Aconcagua Bio, Inc., the Company’s wholly-owned subsidiary (“Aconcagua”), entered into a collaboration agreement (the “Aconcagua-Schrödinger Agreement”) with Schrödinger to discover and develop novel, small molecule modulators of a specific target. Under the Aconcagua-Schrödinger Agreement, Schrödinger is obligated to provide computational modeling and design support, including by using its technology platform to perform virtual screens, and Aconcagua is obligated to provide day-to-day chemistry and biology support. Pursuant to the Aconcagua-Schrödinger Agreement, a joint steering committee comprised of representatives from both parties oversees the research performed under the agreement. During the term of the Aconcagua-Schrödinger Agreement or if longer, for a specified number of years after the effective date of the Aconcagua-Schrödinger Agreement, Schrödinger is obligated, subject to certain exceptions, to work exclusively with Aconcagua on the design, research, development and commercialization of compounds that inhibit the target. Aconcagua will solely own the research results, work product, inventions and other intellectual property generated under the Aconcagua-Schrödinger Agreement other than improvements to Schrödinger’s background intellectual property. During the term of the Aconcagua-Schrödinger Agreement, Aconcagua is obligated to pay Schrödinger a monthly active program payment in the low six digits, which payment includes fees payable for certain Schrödinger software employed in the Collaboration, and as of December 31, 2023, the Company has paid to Schrödinger an aggregate of $ 0.3 million. 203 Table of Contents STRUCTURE THERAPEUTICS INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) ​ If Aconcagua develops and commercializes a product containing a compound (“Aconcagua Collaboration Compound”) that is discovered or developed under the Aconcagua-Schrödinger Agreement or a derivative thereof (“Aconcagua Collaboration Product”), Aconcagua is obligated to pay Schrödinger development, regulatory and commercialization milestone payments of up to an aggregate of $ 89.0 million for the first Aconcagua Collaboration Product to achieve a particular milestone event, regardless of the number of Aconcagua Collaboration Products that reach such milestones. Aconcagua will also be obligated to pay Schrödinger tiered royalties in the low single digit range on aggregate worldwide net sales of all Aconcagua Collaboration Products, subject to specified reductions and offsets. Aconcagua’s obligation to pay royalties to Schrödinger will expire on a Aconcagua Collaboration Product-by-Aconcagua Collaboration Product and country-by-country basis on the later of (i) the expiration of the last-to-expire Aconcagua owned patent claim covering the composition of matter of the Aconcagua Collaboration Compound contained in such Aconcagua Collaboration Product in such country and (ii) ten years after the first commercial sale of such Aconcagua Collaboration Product in such country (“Aconcagua Royalty Term”). Unless terminated earlier, the Aconcagua-Schrödinger Agreement will continue for three years , subject to extension by mutual written agreement of the parties. Either party may terminate the Aconcagua-Schrödinger Agreement for convenience after a specified period or for the other party’s uncured material breach. Aconcagua’s obligation to make milestone and royalty payments (subject to the Aconcagua Royalty Term) to Schrödinger continues after the expiration or termination of the Aconcagua-Schrödinger Agreement, unless the Aconcagua-Schrödinger Agreement is terminated under specified circumstances. As of December 31, 2023, no milestone or royalty payments have been paid or accrued under this agreement. Purchase of non-voting ordinary shares by BVF In May 2023, the Company entered into an Exchange Agreement with BVF, who in the aggregate hold more than 5 % of the Company’s issued share capital, pursuant to which BVF delivered to the Company, a total of 7,410,518 ordinary shares of the Company, in exchange for the Company’s delivery of 7,410,518 newly designated non-voting ordinary shares, par value $ 0.0001 per share. The exchange did not result in any change in the aggregate number of outstanding shares of the Company as the exchange was implemented on a one -for-one basis. On September 29, 2023, the Company entered into a share purchase agreement to issue certain shares to Purchasers, including 2,401,920 newly designated non-voting ordinary shares at a purchase price of $ 12.49 per share (or the equivalent of $ 37.47 per ADS) to BVF, a more than 5 % shareholder of the Company, for aggregate gross proceeds of approximately $ 30.0 million, in the Private Placement which closed on October 3, 2023. As of December 31, 2023, all outstanding non-voting ordinary shares were converted into 9,812,438 ordinary shares. ​ ​ ​ 204 Table of Contents Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure. None. ​