−Removed: Financial Statements and Supplementary Data
+Added: Financial Statements and Supple mentary Data
STRUCTURE THERAPEUTICS INC.
1 unchanged sentence
Years Ended December 31, 2024 and 2023
−Removed: Report of Ernst & Young LLP, Independent Registered Public Accounting Firm (PCAOB ID 42 )
−Removed: Report of PricewaterhouseCoopers LLP, Independent Registered Public Accounting Firm
−Removed: (PCAOB ID 238 )
+Added: Report of Independent Registered Public Accounting Firm (PCAOB ID 42 )
Consolidated Financial Statements
4 unchanged sentences
Notes to Consolidated Financial Statements
−Removed: REPORT OF ERNST & YOUNG LLP, INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
+Added: Report of Independent Registered Public Accounting Firm
To the Shareholders and the Board of Directors of Structure Therapeutics Inc.
Opinion on the Financial Statements
−Removed: We have audited the accompanying consolidated balance sheet of Structure Therapeutics Inc.
−Removed: (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”).
−Removed: 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.
+Added: We have audited the accompanying consolidated balance sheets of Structure Therapeutics Inc.
+Added: (the Company) as of December 31, 2024 and 2023, the related consolidated statements of operations and comprehensive loss, redeemable convertible preferred shares and shareholders' equity (deficit) and cash flows for each of the two years in the period ended December 31, 2024, and the related notes (collectively referred to as the “consolidated financial statements”).
+Added: In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2024, in conformity with U.S.
generally accepted accounting principles.
+Added: We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated February 27, 2025 expressed an unqualified opinion thereon.
Basis for Opinion
These financial statements are the responsibility of the Company's management.
−Removed: Our responsibility is to express an opinion on the Company’s financial statements based on our audit.
−Removed: 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.
+Added: Our responsibility is to express an opinion on the Company’s financial statements based on our audits.
+Added: We are a public accounting firm registered with the 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.
−Removed: We conducted our audit in accordance with the standards of the PCAOB.
+Added: We conducted our audits 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.
−Removed: The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.
−Removed: 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.
−Removed: Accordingly, we express no such opinion.
−Removed: 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.
+Added: Our audits 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.
−Removed: 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.
−Removed: We believe that our audit provides a reasonable basis for our opinion.
+Added: Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements.
+Added: We believe that our audits provide a reasonable basis for our opinion.
+Added: Critical Audit Matters
+Added: The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that:
+Added: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments.
+Added: The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
+Added: Accrued clinical expenses
+Added: Description of the Matter
+Added: At December 31, 2024, the Company has accrued $7.0 million of clinical expenses.
+Added: As described in Note 2 to the Consolidated Financial Statements, the Company recognizes accruals for clinical expenses based on the level of services performed,
+Added: progress of the studies, including the phase or completion of events, and contracted costs with contract research organizations.
+Added: The Company records the estimated costs of clinical services provided but not yet invoiced, and adjusts the accruals based on the actual timing and the level of effort of the performance of services accordingly.
+Added: Auditing accrued clinical expenses was complex due to the analysis of extensive data in determining the expenses incurred but not invoiced.
+Added: How We Addressed the Matter in Our Audit
+Added: Our audit procedures included understanding the process and testing the accuracy and completeness of the inputs used in management’s analysis to determine expenses incurred but not invoiced and making inquiries of the Company's personnel that oversee the clinical trials.
+Added: Further, we verified the accrued expenses incurred but not invoiced to the underlying agreements and the information provided by third-party service providers.
/s/ Ernst & Young LLP
1 unchanged sentence
San Mateo, California
−Removed: March 8, 2024
−Removed: REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
−Removed: To the Board of Directors and Shareholders of Structure Therapeutics Inc.
−Removed: Opinion on the Financial Statements
−Removed: We have audited the consolidated balance sheet of Structure Therapeutics Inc.
−Removed: 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”).
−Removed: 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.
−Removed: Basis for Opinion
−Removed: These consolidated financial statements are the responsibility of the Company’s management.
−Removed: Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audit.
−Removed: 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.
−Removed: federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
−Removed: We conducted our audit of these consolidated financial statements in accordance with the standards of the PCAOB.
−Removed: 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.
−Removed: 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.
−Removed: Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements.
−Removed: 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.
−Removed: We believe that our audit provides a reasonable basis for our opinion.
−Removed: /s/ PricewaterhouseCoopers LLP
−Removed: San Jose, California
−Removed: March 30, 2023
−Removed: We served as the Company’s auditor from 2020 to 2023.
+Added: February 27, 2025
STRUCTURE THERAPEUTICS INC.
9 unchanged sentences
Other non-current assets
−Removed: Liabilities, redeemable convertible preferred shares and shareholders’ equity (deficit)
+Added: Liabilities and shareholders’ equity
Current liabilities:
7 unchanged sentences
Commitments and contingencies (Note 5)
−Removed: 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)
−Removed: 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 )
−Removed: 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)
−Removed: 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)
−Removed: Shareholders’ equity (deficit):
+Added: Shareholders’ equity:
Undesignated shares – $ 0.0001 par value;
−Removed: 90,188 and 0 shares authorized as of December 31, 2023 and December 31, 2022, respectively
+Added: 100,000 shares authorized as of December 31, 2024 and December 31, 2023
Ordinary shares – $ 0.0001 par value;
−Removed: 500,000 and 432,982 shares authorized as of December 31, 2023 and December 31, 2022, respectively;
+Added: 500,000 shares authorized as of December 31, 2024 and December 31, 2023;
171,860 and 139,220 shares issued and outstanding as of December 31, 2024 and December 31, 2023, respectively
Additional paid-in capital
−Removed: Accumulated other comprehensive income (loss)
+Added: Accumulated other comprehensive income
Accumulated deficit
−Removed: Total shareholders’ equity (deficit)
−Removed: Total liabilities, redeemable convertible preferred shares and shareholders’ equity (deficit)
+Added: Total shareholders’ equity
+Added: Total liabilities and shareholders’ equity
The accompanying notes are an integral part of these consolidated financial statements.
8 unchanged sentences
Loss from operations
−Removed: Interest and other income (expense), net
+Added: Interest and other income, net
Loss before provision for income taxes
Provision for income taxes
−Removed: Accretion of redeemable convertible preferred shares to their redemption value
Net loss attributable to ordinary shareholders
1 unchanged sentence
Weighted-average ordinary shares used in computing net loss per share attributable to ordinary shareholders, basic and diluted
−Removed: Other comprehensive loss:
−Removed: Unrealized gain (loss) on investments, net
−Removed: Total other comprehensive income (loss)
+Added: Other comprehensive gain:
+Added: Unrealized gain on investments, net
+Added: Total other comprehensive gain
Comprehensive loss
7 unchanged sentences
SHAREHOLDERS’
+Added: INCOME (LOSS)
EQUITY (DEFICIT)
Balance at December 31, 2022
−Removed: Issuance of Series B redeemable convertible preferred shares, net of issuance costs of $ 1,515
−Removed: Accretion of Series B redeemable convertible preferred shares to their redemption value
−Removed: Repurchase of unvested restricted share awards
−Removed: Issuance of ordinary share upon exercise of vested share options
−Removed: Share-based compensation expense
−Removed: Unrealized loss on investments, net
−Removed: Balance at December 31, 2022
Conversion of redeemable convertible preferred shares into ordinary shares upon initial public offering
8 unchanged sentences
Balance at December 31, 2023
+Added: Issuance of ordinary shares upon Follow-On Offering, net of issuance costs and underwriting discounts of $ 34,688
+Added: Issuance of ordinary shares upon exercise of vested share options
+Added: Issuance of ordinary shares pursuant to employee share purchase plan
+Added: Issuance of ordinary shares upon vesting of restricted share units
+Added: Share-based compensation expense
+Added: Unrealized gain on investments, net
+Added: Balance at December 31, 2024
The accompanying notes are an integral part of these consolidated financial statements.
19 unchanged sentences
Purchases of short-term investments
−Removed: Maturities of short-term investments
+Added: Proceeds from maturities of short-term investments
Purchases of property and equipment
1 unchanged sentence
Cash flows from financing activities
−Removed: Proceeds from issuance of common stock in initial public offering, net of underwriting discount and commissions
−Removed: Proceeds from issuance of Series B redeemable convertible preferred shares, net of issuance costs
+Added: Proceeds from issuance of ordinary shares in Follow-On Offering, net of underwriting discounts and commissions
+Added: Proceeds from issuance of ordinary shares in initial public offering, net of underwriting discounts and commissions
Proceeds from private placement financing, gross
Payments of offering costs
−Removed: Repurchases of restricted shares
+Added: Proceeds from issuance of ordinary shares under employee share purchase plan
Proceeds from exercise of share options
5 unchanged sentences
Supplemental disclosures of noncash investing and financing activities
+Added: Offering costs included in accounts payable and accrued expenses and other current liabilities
Conversion of redeemable convertible preferred shares into ordinary shares upon initial public offering
−Removed: Exchange of ordinary shares to non-voting ordinary shares
−Removed: Conversion of non-voting ordinary shares into ordinary shares
Purchases of property and equipment in accounts payable and accrued expenses and other current liabilities
1 unchanged sentence
Recognition of asset retirement obligation
−Removed: Deferred offering costs included in accounts payable and accrued expenses and other current liabilities
−Removed: Accretion of redeemable convertible preferred shares to their redemption value
+Added: Conversion of non-voting ordinary shares into ordinary shares
+Added: Exchange of ordinary shares to non-voting ordinary shares
The accompanying notes are an integral part of these consolidated financial statements.
38 unchanged sentences
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
−Removed: 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.
+Added: 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 amended and restated memorandum and articles of association.
Private Placement
3 unchanged sentences
As of December 31, 2023, all outstanding non-voting ordinary shares had been converted into ordinary shares.
+Added: Follow-On Offering
+Added: On June 5, 2024, the Company entered into an underwriting agreement with Goldman Sachs & Co.
+Added: LLC, Morgan Stanley & Co.
+Added: LLC, Jefferies LLC and Leerink Partners LLC, as representatives of the underwriters named therein (collectively, the “Underwriters”), pursuant to which the Company proposed to issue and sell to the Underwriters an aggregate of 9,066,972 ADSs, each representing three ordinary shares of the Company, and granted the underwriters an option (the “Underwriters’ Option”) to purchase up to an aggregate of 1,360,045 additional ADSs (the “Follow-On Offering”).
+Added: The Follow-On Offering closed on June 7, 2024, at which time the Company issued 10,427,017 ADSs, including the issuance of 1,360,045 ADSs in connection with the full exercise of the Underwriters’ Option, at a price of $ 52.50 per ADS.
+Added: The net proceeds from the Follow-On Offering were approximately $ 512.7 million after deducting underwriting discounts and commissions and estimated offering costs.
Liquidity and Capital Resources
1 unchanged sentence
Prior to completion of its IPO, the Company has financed its operations primarily through the private placement of equity securities.
−Removed: In February 2023, the Company completed its IPO for net proceeds of approximately $ 166.7 million, after deducting underwriting discounts and estimated offering costs.
−Removed: 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.
+Added: In February 2023, the Company completed its IPO for net proceeds of approximately $ 166.7 million.
+Added: In October 2023, the Company closed its Private Placement for net proceeds of approximately $ 281.5 million.
+Added: In June 2024, the Company closed its Follow-On Offering, for net proceeds of approximately $ 512.7 million.
As of December 31, 2024, the Company had cash, cash equivalents and short-term investments of $ 883.5 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.
−Removed: Impact of Geopolitical and Macroeconomic Factors
−Removed: 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.
−Removed: and China and the impact of the Russia/Ukraine conflict and the Israel-Hamas war.
−Removed: No adjustments have been made to these financial statements as a result of these uncertainties.
Summary of Significant Accounting Policies
3 unchanged sentences
All intercompany accounts and transactions have been eliminated in consolidation.
−Removed: The functional and reporting currency of the Company and its subsidiaries is the U.S.
−Removed: The aggregate foreign currency transaction loss included in determining net loss was not material for the periods presented.
+Added: The functional and reporting
STRUCTURE THERAPEUTICS INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
+Added: currency of the Company and its subsidiaries is the U.S.
+Added: The aggregate foreign currency transaction gain (loss) included in determining net loss was not material for the periods presented.
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.
−Removed: 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.
+Added: Such estimates include lease liability, accruals for research and development activities, share-based compensation and certain other accrued liabilities.
Actual results could differ from those estimates.
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.
−Removed: 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.
+Added: The Company’s Chief Executive Officer, who is the chief operating decision maker, reviews consolidated financial statements and decides how to allocate resources and evaluate segment performance based on net loss reported in the consolidated statements of operations and comprehensive loss.
The Company’s long-lived assets are primarily in China.
+Added: The table below is a summary of the segment net loss, including significant segment expenses (in thousands):
+Added: YEAR ENDED DECEMBER 31,
+Added: Operating expenses:
+Added: Discovery research and development
+Added: Clinical research and development
+Added: General and administrative
+Added: Total operating expenses
+Added: Loss from operations
+Added: Interest and other income, net
+Added: Loss before provision for income taxes
+Added: Provision for income taxes
+Added: Segment net loss and net loss attributable to ordinary shareholders
Concentration of Credit Risk
6 unchanged sentences
The Company has no off-balance sheet concentrations of credit risk, such as foreign currency exchange contracts, option contracts or other hedging arrangements.
+Added: STRUCTURE THERAPEUTICS INC.
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
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.
−Removed: 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.
+Added: Product candidates currently under development will require significant additional research and development efforts, including extensive preclinical studies, clinical studies and regulatory approval prior to commercialization.
These efforts require significant amounts of additional resources, adequate personnel, infrastructure and extensive compliance and reporting.
−Removed: 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.
−Removed: 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.
−Removed: 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.
−Removed: The Company operates in an environment of rapid change in technology and substantial competition from other pharmaceutical and biotechnology companies.
−Removed: STRUCTURE THERAPEUTICS INC.
−Removed: 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.
15 unchanged sentences
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.
−Removed: 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.
+Added: 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, 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.
1 unchanged sentence
Any impairment that has not been recorded through an allowance for credit losses is recognized in other comprehensive loss.
−Removed: 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.
+Added: At December 31, 2024 and 2023,
+Added: STRUCTURE THERAPEUTICS INC.
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
+Added: 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
1 unchanged sentence
The carrying value of cash and cash equivalents, accounts payable and accrued liabilities approximate fair value due to their relatively short maturities.
−Removed: The Company determines the fair value of financial and non-
−Removed: STRUCTURE THERAPEUTICS INC.
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
−Removed: 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).
+Added: 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 (see Note 4).
Property and Equipment, Net
5 unchanged sentences
Impairment of Long-Lived Assets
−Removed: 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.
+Added: Long-lived assets consist primarily of property and equipment, net and right-of-use assets, 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.
2 unchanged sentences
Deferred Offering Costs
−Removed: 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.
−Removed: After consummation of the equity financing, these costs are recorded as a reduction of the proceeds received as a result of the offering.
+Added: 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, Private Placement and Follow-On Offering, until such financings are consummated.
+Added: After consummation of the equity financing, these costs are recorded as a reduction of the proceeds received as a result of the equity financing.
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.
−Removed: 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.
−Removed: As of December 31, 2023 and 2022, deferred offering costs were $ 0 and $ 3.4 million, respectively.
+Added: Upon closing the IPO, Private Placement and Follow-On Offering, all deferred offering costs were charged against the proceeds from the IPO, Private Placement and Follow-On Offering and recorded in shareholders’ equity as a reduction of additional paid-in capital.
+Added: As of December 31, 2024 and 2023, there were no deferred offering costs recorded on the consolidated balance sheets.
+Added: STRUCTURE THERAPEUTICS INC.
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
Accrued Research and Development Expenses
4 unchanged sentences
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.
−Removed: STRUCTURE THERAPEUTICS INC.
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
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.
−Removed: 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.
+Added: Operating 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.
3 unchanged sentences
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.
−Removed: Redeemable Convertible Preferred Shares
−Removed: 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.
−Removed: 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.
−Removed: 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.
−Removed: 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.
−Removed: 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
1 unchanged sentence
Research and development costs are expensed within the consolidated statements of operations and comprehensive loss as incurred.
−Removed: Fair Value of Ordinary Shares
−Removed: 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.
−Removed: 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.
−Removed: 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
−Removed: STRUCTURE THERAPEUTICS INC.
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
−Removed: progress of research and development efforts.
−Removed: 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.
+Added: The Company estimates research and development accruals based on the level of services performed, progress of the studies, including the phase or completion of events, and contracted costs.
+Added: The estimated costs of research and development provided, but not yet invoiced, are included in accrued expenses and other current liabilities on the consolidated balance sheets.
+Added: If the actual timing of the performance of services or the level of effort varies from the original estimates, the Company adjusts the accrual accordingly.
+Added: 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.
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.
−Removed: 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.
+Added: The fair value method requires the Company to estimate the
+Added: STRUCTURE THERAPEUTICS INC.
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
+Added: 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.
1 unchanged sentence
Option valuation models, including the Black-Scholes option-pricing model, require the input of several assumptions.
+Added: The assumptions are as follows:
+Added: ● Expected term.
+Added: The expected term represents the period that the share-based awards are expected to be outstanding.
+Added: 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.
+Added: 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.
+Added: The mid-point between the vesting date and the maximum contractual expiration date is used as the expected term under this method.
+Added: ● Expected volatility.
+Added: 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.
+Added: For purposes of identifying these peer companies, the Company considered the industry, stage of development, size and financial leverage of potential comparable companies.
+Added: For each grant, the Company measured historical volatility over a period equivalent to the expected term.
+Added: 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.
+Added: ● Risk-free interest rate.
+Added: The risk-free interest rate is based on the U.S.
+Added: Treasury yield in effect at the time of grant for zero-coupon U.S.
+Added: Treasury notes with remaining terms similar to the expected term of the options.
+Added: ● Expected Dividend yield.
+Added: The expected dividend is assumed to be zero as the Company has never paid dividends and has no current plans to do so.
The Company has granted share options to employees based in China.
1 unchanged sentence
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.
−Removed: 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.
−Removed: 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.
−Removed: The achievement of performance milestones was not probable as of December 31, 2023.
−Removed: As such, no share-based compensation expense was recognized for performance share options during the year ended December 31, 2023.
−Removed: 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.
−Removed: 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.
−Removed: 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.
−Removed: The tax position is measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement.
−Removed: The Company recognizes interest and penalties related to income tax matters in its provision for income taxes.
−Removed: As of December 31, 2023 and 2022, the unrecognized income tax benefits were $ 0.9 million and $ 0.3 million, respectively.
−Removed: Net Loss Per Share Attributable to Ordinary Shareholders
−Removed: 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.
−Removed: Net loss attributable to ordinary shareholders is computed as net loss less accretion of redeemable convertible preferred shares.
−Removed: Diluted net loss per share is computed by dividing the net loss attributable to ordinary shareholders by the weighted-
+Added: The Company has granted restricted share units with service and performance conditions to certain employees.
+Added: The awards are divided into three equal tranches, and the vesting of each tranche is contingent on the occurrence of certain milestone events and fulfilment of service condition.
+Added: As a result, the related compensation cost is recognized as an expense when achievement of the milestones is considered probable.
+Added: The expense to be recognized for these awards is based on the grant date fair value of the Company’s ordinary shares multiplied by the number of units granted.
+Added: The Company uses the asset and liability method of accounting for income taxes, in which deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the consolidated financial statement carrying amounts of existing assets and liabilities and their respective tax bases.
+Added: The Company measures deferred tax assets and liabilities using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be reversed.
+Added: The Company recognizes the effect on deferred tax assets and liabilities of a change in tax rates as income and expense in the period that includes the enactment date.
+Added: A valuation allowance is established if it is more likely than not that all or a portion of the deferred tax asset will not be realized.
+Added: In determining the need for a valuation allowance, we consider future growth, forecasted earnings, future taxable income, the mix of
STRUCTURE THERAPEUTICS INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
−Removed: average number of ordinary shares, including non-voting ordinary shares, and potentially dilutive securities outstanding for the period.
−Removed: 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.
−Removed: 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.
−Removed: The holders of redeemable convertible preferred shares do not have a contractual obligation to share in the Company’s losses.
−Removed: As such, the net loss was attributed entirely to ordinary shareholders, including non-voting ordinary shares.
+Added: earnings in the jurisdictions in which the Company operates, historical earnings, taxable income in prior years, if carryback is permitted under the law, carryforward periods and prudent and feasible tax planning strategies.
+Added: Due to cumulative losses over recent years and based on all available positive and negative evidence, the Company has determined that it is more likely than not that its U.S.
+Added: and certain foreign deferred tax assets will not be realizable as of December 31, 2024.
+Added: To the extent sufficient positive evidence becomes available, the Company may release a portion, or all, of its valuation allowance in one or more future periods.
+Added: A release of the valuation allowance, if any, would result in the recognition of certain deferred tax assets and a potentially material income tax benefit for the period in which such release is recorded.
+Added: The Company’s tax positions are subject to income tax audits by multiple tax jurisdictions throughout the world.
+Added: The Company recognizes the tax benefit of an uncertain tax position only if it is more likely than not the position is sustainable upon examination by the taxing authority, based on the technical merits.
+Added: The Company measures the tax benefit recognized as the largest amount of benefit which is more likely than not to be realized upon settlement with the taxing authority.
+Added: Significant judgment is required to evaluate uncertain tax positions.
+Added: The Company’s evaluations are based upon a number of factors, including changes in facts or circumstances, changes in tax law or guidance, correspondence with tax authorities during the course of audits and effective settlement of audit issues.
+Added: Changes in the recognition or measurement of uncertain tax positions could result in material increases or decreases in our income tax expense in the period in which we make the change, which could have a material impact on our effective tax rate and operating results.
+Added: The Company calculates the current and deferred income tax provision based on estimates and assumptions that could differ from the actual results reflected in income tax returns filed in subsequent years and record adjustments based on filed income tax returns when identified.
+Added: The amount of income taxes paid is subject to examination by U.S.
+Added: federal, state and foreign tax authorities.
+Added: The estimate of the potential outcome of any uncertain tax issue is subject to management’s assessment of relevant risks, facts and circumstances existing at that time.
+Added: To the extent the assessment of such tax position changes, we record the change in estimate in the period in which we make the determination.
+Added: Net Loss Per Share Attributable to Ordinary Shareholders
+Added: 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.
+Added: Diluted net loss per share is computed by dividing the net loss attributable to ordinary shareholders by the weighted-average number of ordinary shares, including non-voting ordinary shares, and potentially dilutive securities outstanding for the period.
+Added: For purposes of the diluted net loss per share calculation, the unvested restricted share units, ordinary shares committed under the employee share purchase plan and share options are considered to be potentially dilutive securities.
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.
1 unchanged sentence
Comprehensive income (loss) is defined as a change in equity of a business enterprise during a period, resulting from transactions from non-owner sources.
−Removed: 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.
−Removed: JOBS Act Accounting Election
−Removed: The Company is an emerging growth company, as defined in the Jumpstart Our Business Startups Act of 2012 (“JOBS Act”).
−Removed: 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.
−Removed: 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.
−Removed: 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.
−Removed: Recent Accounting Pronouncements
−Removed: Recently Adopted Accounting Pronouncements
−Removed: In June 2016, the Financial Accounting Standards Board (“FASB”) issued Account Standards Update (“ASU”) No.
−Removed: 2016-13, Financial Instruments—Credit Losses (Topic 326):
−Removed: Measurement of Credit Losses on Financial Instruments , which requires the measurement and recognition of expected credit losses for financial assets held at amortized cost.
−Removed: This ASU replaces the existing incurred loss impairment model with an expected loss model.
−Removed: 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.
−Removed: These changes will result in earlier recognition of credit losses.
−Removed: 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.
−Removed: 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.
−Removed: Accounting Pronouncements Not Yet Adopted
−Removed: In December 2023, the FASB issued ASU 2023-09, Improvements to Income Tax Disclosures .
−Removed: This ASU requires greater disaggregation of information about a reporting entity's effective tax rate reconciliation as well
+Added: Other comprehensive income (loss) represents unrealized gains or losses on short-term investments that are reported as a component of shareholders’ equity on the consolidated balance sheets.
STRUCTURE THERAPEUTICS INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
−Removed: as information on income taxes paid.
−Removed: 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.
−Removed: This ASU is effective for annual periods beginning after December 15, 2024, with early adoption permitted.
−Removed: This ASU should be applied on a prospective basis although retrospective application is permitted.
−Removed: The Company is currently evaluating the impact the adoption of this ASU will have on its consolidated financial statements and related disclosures
−Removed: In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280):
+Added: Recent Accounting Pronouncements
+Added: Recently Adopted Accounting Pronouncements
+Added: In November 2023, the Financial Accounting Standards Board (“FASB”) issued Account Standards Update (“ASU”) 2023-07, Segment Reporting (Topic 280):
Improvements to Reportable Segment Disclosures .
4 unchanged sentences
The amendments in this ASU should be applied retrospectively to all prior periods presented in the financial statements.
−Removed: 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.
+Added: This ASU is applicable to the Company beginning with its Annual Report on Form 10-K for the fiscal year ending December 31, 2024.
+Added: The adoption of this ASU did not have a material impact on the Company’s consolidated financial statements and related disclosures.
+Added: Accounting Pronouncements Not Yet Adopted
+Added: In December 2023, the FASB issued ASU 2023-09, Improvements to Income Tax Disclosures .
+Added: This ASU requires greater disaggregation of information about a reporting entity's effective tax rate reconciliation as well as information on income taxes paid.
+Added: 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.
+Added: This ASU is effective for annual periods beginning after December 15, 2024, with early adoption permitted.
+Added: This ASU should be applied on a prospective basis although retrospective application is permitted.
+Added: The Company is currently evaluating the impact the adoption of this ASU will have on disclosures in its consolidated financial statements.
+Added: In November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40):
+Added: Disaggregation of Income Statement Expenses .
+Added: This ASU requires additional information about a reporting entity’s certain expense categories in the notes to financial statements in interim and annual reporting periods.
+Added: Among other provisions, the new standard requires disclosure of disaggregated amounts for expenses such as employee compensation, depreciation, and intangible asset amortization included in each expense caption presented on the face of the income statement.
+Added: This ASU is effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027, with early adoption permitted.
+Added: The Company is currently evaluating the impact the adoption of this ASU will have on disclosures in its consolidated financial statements.
+Added: STRUCTURE THERAPEUTICS INC.
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
Composition of Certain Consolidated Financial Statement Line Items
Property and equipment, net consists of the following (in thousands):
+Added: Useful life (years)
Laboratory equipment
2 unchanged sentences
Leasehold improvements
+Added: Lesser of useful life or lease term
Accumulated depreciation
Property and equipment, net
−Removed: STRUCTURE THERAPEUTICS INC.
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
+Added: Depreciation expense for the years ended December 31, 2024 and December 31, 2023 was $ 1.0 million and $ 0.3 million, respectively.
+Added: As of December 31, 2024, the Company’s other non-current assets consist of prepaid clinical expenses.
Accrued expenses and other current liabilities consisted of the following (in thousands):
3 unchanged sentences
Accrued professional services
−Removed: Income tax and VAT payable
Accrued other liabilities
6 unchanged sentences
Consideration is given to the risk inherent in the valuation technique and the risk inherent in the inputs to the model.
+Added: STRUCTURE THERAPEUTICS INC.
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
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.
1 unchanged sentence
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.
−Removed: STRUCTURE THERAPEUTICS INC.
−Removed: 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):
15 unchanged sentences
There were no transfers in and out of Level 3 during the years ended December 31, 2024 and 2023.
+Added: Contractual maturities of short-term investments are generally not more than one year.
+Added: As of December 31, 2024, the remaining contractual maturities of $ 592.5 million of investments were within one year and $ 121.5 million of investments were after one year through two years.
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.
8 unchanged sentences
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.
−Removed: 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”).
−Removed: 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”).
−Removed: 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.
Commitments and Contingencies
2 unchanged sentences
The lease commenced on September 16, 2021 and expired on September 15, 2023.
−Removed: 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.
+Added: Shanghai ShouTi had an option to extend the lease term, however the renewal term and conditions were to be agreed upon 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.
9 unchanged sentences
The associated estimated asset retirement costs are capitalized as part of the carrying amount of the leasehold improvements and depreciated over its useful life.
−Removed: As of December 31, 2023
−Removed: STRUCTURE THERAPEUTICS INC.
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
−Removed: 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.
+Added: As of December 31, 2024 and 2023, the Company had asset retirement obligations of $ 0.3 million and $ 0.3 million, 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.
1 unchanged sentence
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.
+Added: STRUCTURE THERAPEUTICS INC.
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
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.
17 unchanged sentences
The Company has never incurred material costs to defend lawsuits or settle claims related to these indemnification provisions.
−Removed: 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
−Removed: STRUCTURE THERAPEUTICS INC.
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
−Removed: officers to the fullest extent permitted by the applicable law and the amended and restated memorandum and articles of association of the Company.
+Added: 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 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.
2 unchanged sentences
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.
−Removed: Redeemable Convertible Preferred Shares
−Removed: 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.
−Removed: As of December 31, 2022, redeemable convertible preferred shares consisted of the following (in thousands, except share and per share amounts):
−Removed: DECEMBER 31, 2022
−Removed: SHARES ISSUED
−Removed: Dividends on redeemable convertible preferred shares are noncumulative and none were declared through conversion.
−Removed: 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.
−Removed: Ordinary Shares
−Removed: 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.
−Removed: The undesignated shares may be designated by the Company’s board of directors in accordance with the Company’s Articles of Association.
−Removed: 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.
−Removed: 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.
−Removed: 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.
−Removed: 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
STRUCTURE THERAPEUTICS INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
−Removed: split, combination or other similar recapitalization with respect to the ordinary shares, at such holder’s election by providing written notice to the Company.
+Added: Redeemable Convertible Preferred Shares
+Added: Under the Company’s amended and restated memorandum and articles of association, prior to the IPO, the Company’s redeemable convertible preferred shares were issuable in series.
+Added: 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.
+Added: There were no issued and outstanding redeemable convertible preferred shares as of December 31, 2024 and December 31, 2023.
+Added: Ordinary Shares
+Added: As of December 31, 2024, the Company’s amended and restated memorandum and articles of association, authorizes the Company to issue 500,000,000 ordinary shares and 100,000,000 undesignated shares, all of which remain undesignated shares, all with a par value of $ 0.0001 per share.
+Added: The undesignated shares may be designated by the Company’s board of directors in accordance with the Company’s amended and restated articles of association.
+Added: 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 amended and restated articles of association.
+Added: The non-voting ordinary shares ranked on parity with the ordinary shares as to distributions of assets upon liquidation, dissolution or winding up of the Company, whether voluntary or involuntary.
+Added: The non-voting ordinary shares were entitled on an equal basis to any dividends declared on the ordinary shares on an as-converted to ordinary share basis.
+Added: Each non-voting ordinary shareholder had 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 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.
−Removed: (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.
+Added: (collectively referred to as “BVF”), who in the aggregate held at the time of the transaction 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.
−Removed: 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.
+Added: In September 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.
−Removed: 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.
+Added: Ordinary shareholders are entitled to dividends if and when declared by the Company’s board of directors.
As of December 31, 2024 and 2023, no dividends on ordinary shares had been declared by the board of directors.
+Added: STRUCTURE THERAPEUTICS INC.
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
The Company has the following ordinary shares reserved for future issuance (in thousands):
1 unchanged sentence
Share options available for future grant
+Added: Restricted share units outstanding
Ordinary shares available for employee share purchase plan
−Removed: Conversion of redeemable convertible preferred shares
−Removed: Ordinary share warrants
Total ordinary shares reserved
10 unchanged sentences
Generally, options and restricted share awards vest over a four-year period.
−Removed: STRUCTURE THERAPEUTICS INC.
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
2023 Equity Incentive Plan
9 unchanged sentences
The maximum number of ordinary shares that may be issued under the 2023 Plan as of December 31, 2024 was 26,158,435 .
−Removed: 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.
+Added: In addition, t he number of ordinary shares reserved for issuance under the Company’s 2023 Plan will automatically increase on January 1 of each calendar year, starting on January 1, 2024 through
+Added: STRUCTURE THERAPEUTICS INC.
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
+Added: 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 2025, the number of ordinary shares available for issuance under the 2023 Plan was increased by 6,874,398 shares as a result of the automatic increase provision in the 2023 Plan.
2 unchanged sentences
As of December 31, 2023
−Removed: Additional shares authorized
As of December 31, 2024
1 unchanged sentence
Vested and expected to vest at December 31, 2024
−Removed: STRUCTURE THERAPEUTICS INC.
−Removed: 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.
1 unchanged sentence
The total fair value of options that vested during the years ended December 31, 2024 and 2023 was $ 19.8 million and $ 5.5 million, respectively.
+Added: The Company estimated the fair value of share options using the Black Scholes option-pricing model.
+Added: The fair value of share options is being amortized on a straight-line basis over the requisite service period of the awards.
+Added: The options granted during the years ended December 31, 2024 and 2023 had a weighted-average per share grant-date fair value of $ 10.26 and $ 6.21 per share, respectively, which was estimated using the following weighted-average assumptions:
+Added: Expected term (in years)
+Added: Expected volatility
+Added: Risk-free interest rate
+Added: Expected dividend yield
+Added: STRUCTURE THERAPEUTICS INC.
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
+Added: Performance Options
+Added: 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.
+Added: Each share option would vest over four years , subject to the achievement of certain clinical milestones as determined by the Company’s compensation committee in the first year following the grant, and subject to the employees’ continuous service through each vesting date.
+Added: The performance milestones were not achieved in the first year following the grant, and the performance share options were cancelled in February 2024.
+Added: As such, no share-based compensation expense has been or will be recognized for such performance share options.
Employee Share Purchase Plan
5 unchanged sentences
and (ii) 3,000,000 ordinary shares;
−Removed: 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) .
+Added: provided that before the date of any such increase, the Company’s board of directors may determine that such increase will be less than the amount set forth in clauses (i) and (ii) .
In January 2025, the number of ordinary shares available for issuance under the ESPP was increased by 1,718,600 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.
−Removed: 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 .
+Added: The Company issued 68,262 shares under the ESPP during the year ended December 31, 2024.
As of December 31, 2024, 2,323,948 shares under the ESPP remain available for purchase.
6 unchanged sentences
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.
−Removed: 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.
+Added: 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 was recognized over the four-year requisite service period.
STRUCTURE THERAPEUTICS INC.
5 unchanged sentences
Unvested, December 31, 2023
−Removed: 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.
+Added: The fair value of restricted shares vested during the year ended December 31, 2023 was $ 0.1 million.
+Added: Restricted Share Units
+Added: A summary of restricted share unit activity is set forth below (in thousands except per share amounts):
+Added: Outstanding, December 31, 2023
+Added: Granted (including performance-based restricted share units)
+Added: Outstanding, December 31, 2024
+Added: In March 2024, the Company granted 381,252 restricted share units with service and performance conditions to certain employees.
+Added: The awards are divided into three equal tranches, and the vesting of each tranche is contingent on the occurrence of certain milestone events and fulfilment of service condition.
+Added: The achievement of two of the three milestones became probable as of December 31, 2024, and the Company recognized cumulative compensation cost of $ 1.7 million during the year ended December 31, 2024.
Share-Based Compensation Associated with Awards to Employees and Non-Employees
3 unchanged sentences
Total share-based compensation
−Removed: Share options and restricted shares
−Removed: Total share-based compensation
−Removed: 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.
−Removed: 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.
−Removed: The Company estimated the fair value of share options using the Black Scholes option-pricing model.
−Removed: The fair value of share options is being amortized on a straight-line basis over the requisite service period of the awards.
−Removed: The options granted during the years ended December 31, 2023 and 2022 had a weighted-average
STRUCTURE THERAPEUTICS INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
−Removed: per share grant-date fair value of $ 6.21 and $ 1.96 per share, respectively, which was estimated using the following weighted-average assumptions:
−Removed: Expected term (in years)
−Removed: Expected volatility
−Removed: Risk-free interest rate
−Removed: Expected dividend yield
−Removed: The assumptions are as follows:
−Removed: ● Expected term.
−Removed: The expected term represents the period that the share-based awards are expected to be outstanding.
−Removed: 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.
−Removed: 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.
−Removed: The mid-point between the vesting date and the maximum contractual expiration date is used as the expected term under this method.
−Removed: 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.
−Removed: ● Expected volatility.
−Removed: 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.
−Removed: For purposes of identifying these peer companies, the Company considered the industry, stage of development, size and financial leverage of potential comparable companies.
−Removed: For each grant, the Company measured historical volatility over a period equivalent to the expected term.
−Removed: 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.
−Removed: ● Risk-free interest rate.
−Removed: The risk-free interest rate is based on the U.S.
−Removed: Treasury yield in effect at the time of grant for zero-coupon U.S.
−Removed: Treasury notes with remaining terms similar to the expected term of the options.
−Removed: ● Expected Dividend yield.
−Removed: The expected dividend is assumed to be zero as the Company has never paid dividends and has no current plans to do so.
−Removed: 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.
−Removed: STRUCTURE THERAPEUTICS INC.
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
−Removed: The following table presents loss before income tax expense (in thousands):
−Removed: Loss before income expense:
−Removed: Domestic loss
−Removed: Foreign income (loss)
+Added: As of December 31, 2024, the total unrecognized share-based compensation expense related to unvested share options and restricted share units was $ 50.6 million, which is expected to be recognized over the remaining weighted-average vesting period of 2.9 years.
+Added: As of December 31, 2024, the total unrecognized share-based compensation expense related to the ESPP was $ 0.9 million, which is expected to be recognized over the remaining weighted-average vesting period of 1.2 years.
+Added: Ordinary Share Warrants
+Added: In connection with entering into a Loan and Security Agreement (the “SVB Agreement”) with Silicon Valley Bank (“SVB”) in 2020, the Company issued SVB a warrant to purchase shares of its ordinary shares at an exercise price of $ 0.48 per share (“SVB Warrant”).
+Added: The SVB Warrant was immediately exercisable for 112,279 ordinary shares of the Company and could have been exercisable for an additional number of ordinary shares equal to 44,567 ordinary shares upon draw of Tranche A under the SVB Agreement and 22,283 ordinary shares upon draw of Tranche B under the SVB Agreement.
+Added: The warrant for Tranche A shares and Tranche B shares expired on July 31, 2021 and July 31, 2022, respectively, as the Company elected to allow the Tranche A and Tranche B financings to expire unused on July 31, 2021 and July 31, 2022, respectively.
+Added: In February 2023, SVB fully exercised the SVB Warrant for 106,060 ordinary shares through a cashless exercise.
+Added: The components of loss before income taxes by U.S.
+Added: and foreign jurisdictions were as follows (in thousands):
Loss before income tax expense:
−Removed: The following table presents the current and deferred income tax provision for income taxes (in thousands):
+Added: United States
+Added: The provision for (benefit from) income taxes consists of the following (in thousands):
Current tax provision (benefit):
3 unchanged sentences
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
−Removed: The Company is domiciled in the Cayman Islands.
−Removed: 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:
−Removed: Expected tax at 0 %
−Removed: State income tax, net of federal tax
+Added: The Company is domiciled in the Cayman Islands and the reconciliation of the expected tax computed at the zero tax rate for the Cayman Islands to the total provision (benefit) was as follows:
+Added: Tax computed at Cayman Island statutory rate
+Added: federal tax differential
+Added: State income tax, net of federal benefit
+Added: Changes in unrecognized tax benefits
Share-based compensation
−Removed: Non-deductible expenses
−Removed: income tax differential
−Removed: Other foreign income tax differential
−Removed: Research credits
−Removed: Change in valuation allowance
+Added: Tax rate differential for international subsidiaries
+Added: Valuation allowance
Effective tax rate
−Removed: 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.
−Removed: STRUCTURE THERAPEUTICS INC.
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
−Removed: Significant components of the Company’s net deferred tax asset or liability were as follows (in thousands):
+Added: A valuation allowance has been recognized to offset the Company’s deferred tax assets, as necessary, by the amount of any tax benefits that, based on evidence, are not expected to be realized.
+Added: Significant components of the Company’s deferred tax asset or liability are shown below (in thousands):
Net operating loss
1 unchanged sentence
Research credits
+Added: Stock-Based compensation and bonus accrual
Operating lease liability
Related party accrued expenses
−Removed: Prepaid expenses
−Removed: Property and equipment
−Removed: Unrealized gains and losses
Total deferred tax assets
3 unchanged sentences
Property and equipment
−Removed: Unrealized gains and losses
Total deferred tax liabilities
Net deferred tax assets
−Removed: 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.
−Removed: 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.
−Removed: 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.
−Removed: The federal net operating loss carryforwards are not subject to expiration.
−Removed: 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.
−Removed: As of December 31, 2023, the net operating losses for Australia purposes was $ 3.3 million and are not subject to expiration.
−Removed: 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.
−Removed: The federal credit carryovers begin to expire in 2039 and the state credit carryovers do not expire.
+Added: The Company considers the earnings of its foreign subsidiaries to be indefinitely reinvested outside of the United States.
+Added: The amount of unrecognized deferred tax liability on these undistributed earnings is not material as of December 31, 2024 where the potential income taxes or foreign withholding taxes that might arise if such earnings were distributed in the future.
STRUCTURE THERAPEUTICS INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
−Removed: 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.
−Removed: 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.
−Removed: 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.
−Removed: 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.
−Removed: Uncertain Tax Positions
−Removed: 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.
−Removed: An uncertain income tax position will not be recognized if it has less than a 50% likelihood of being sustained.
−Removed: The Company does not anticipate that there will be a substantial change in unrecognized tax benefits within the next 12 months.
−Removed: The following table reconciles the change in unrecognized tax benefits for the years as follows (in thousands):
+Added: The Company maintained a full valuation allowance against its U.S.
+Added: net deferred tax assets as of December 31, 2024 and 2023.
+Added: The valuation allowance increased by $ 16.6 million and $ 23.8 million during the years ended December 31, 2024 and 2023, respectively.
+Added: The change in valuation allowance for the year ended December 31, 2024 is primarily attributable to the capitalization of research or experimental (“R&E”) expenditures of $ 16.4 million resulting from the Tax Cuts and Jobs Act (“TCJA”).
+Added: The change in valuation allowance for the year ended December 31, 2023 is primarily attributable to increases in current year net operating loss (“NOL”) carryforwards of $ 10.4 million and the capitalization of R&E expenditures of $ 10.9 million.
+Added: The Company will continue to assess the likelihood of realization of its deferred tax assets in each of the applicable jurisdictions in future periods and will adjust the valuation allowance accordingly.
+Added: As of December 31, 2024, the Company had U.S.
+Added: federal NOLs and federal tax credit carryforwards of $ 99.2 million and $ 5.7 million, respectively.
+Added: The federal NOL will begin to expire in 2036 and the federal tax credits will begin to expire in 2039 if not utilized.
+Added: In addition, as of December 31, 2024, the Company had state NOLs and state tax credit carryforwards of approximately $ 147.8 and $ 1.3 million, respectively, as reported on the Company’s tax returns.
+Added: The state NOLs will begin to expire in 2036 if not utilized.
+Added: State tax credits and the federal NOLs carryforwards incurred in tax years beginning after December 31, 2017 can be carried forward indefinitely.
+Added: Under Sections 382 and 383 of the Internal Revenue Code of 1986, as amended (the “Code”), a corporation that undergoes an “ownership change” is subject to limitations on its ability to utilize its pre-change NOLs and tax attributes to offset future taxable income or tax liability.
+Added: The Company may have undergone ownership changes in the past, which could result in limitations on its ability to utilize its NOLs, or future changes in its stock ownership, some of which are outside of its control, could result in an ownership change under Section 382 and similar state provisions.
+Added: Such an annual limitation could result in the expiration of the NOL and tax credit carryforwards before utilization, and it would not be material to the consolidated financial statements.
+Added: A reconciliation of the beginning and ending balance of total unrecognized tax benefits is as follows (in thousands):
Beginning of year
2 unchanged sentences
Reductions for tax positions related to prior years
−Removed: The total unrecognized tax benefits do not impact the Company’s effective tax rate.
−Removed: 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.
−Removed: There were no accrued interest and penalties associated with uncertain tax positions as of December 31, 2023 and 2022.
−Removed: The Company and its subsidiaries are subject to U.S.
−Removed: 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.
−Removed: As of December 31, 2023, the 2018 to 2022 tax years remained subject to examination in the U.S.
−Removed: federal tax and various state tax jurisdictions.
−Removed: The Company is not currently under examination by federal, state, or foreign jurisdictions.
−Removed: Indefinite Reinvestment of Foreign Earnings
−Removed: 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.
−Removed: 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.
−Removed: 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
+Added: As of December 31, 2024 and 2023, the Company had gross unrecognized tax benefits of approximately $ 7.9 million and $ 0.9 million, respectively, related to research and development tax credits and state NOLs, all of which would give rise to additional deferred tax assets if recognized.
+Added: This would also give rise to a corresponding increase in the valuation allowance, and would not impact the Company’s effective tax rate.
+Added: The Company did not accrue interest or penalties related to unrecognized tax benefits because the liability would be offset by existing tax attributes as of December 31, 2024 and 2023.
+Added: The potential reduction in unrecognized tax benefits during the next 12 months is not expected to be material.
+Added: The Company is subject to taxation in the United States and foreign jurisdictions.
+Added: As of December 31, 2024, the Company’s tax years 2017 to 2024 remain subject to examination in most jurisdictions.
+Added: As of December 31, 2024, the Company was not under examination by the Internal Revenue Service, any state or foreign tax jurisdiction.
+Added: Due to differing interpretations of tax laws and regulations, tax authorities may dispute the Company’s tax filing positions.
+Added: The Company evaluates its exposures associated with its tax filing positions.
STRUCTURE THERAPEUTICS INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
−Removed: would no longer be indefinitely invested outside the Cayman Islands.
−Removed: The Company’s subsidiaries in the United States do not have undistributed earnings to distribute.
−Removed: As of December 31, 2023, a subsidiary in China has no undistributed earnings.
−Removed: On December 22, 2017 the legislation commonly known as the Tax Cuts and Jobs Act (“TCJA”) was signed into law.
−Removed: The TCJA resulted in significant changes to the treatment of research or experimental (“R&E”) expenditures under Internal Revenue Code Section 174.
−Removed: 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.
−Removed: 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 ;
−Removed: both using a midyear convention.
−Removed: In 2023, the Company has capitalized $ 58.9 million of research and development costs.
−Removed: After amortization, there remains a future temporary deductible item in the amount of $ 80.5 million.
Net Loss Per Share
1 unchanged sentence
Net loss attributable to ordinary shareholders
−Removed: Accretion of redeemable convertible preferred shares to their redemption value
−Removed: Net loss attributable to ordinary shareholders
Weighted-average ordinary shares outstanding
2 unchanged sentences
Net loss per share attributable to ordinary shareholders, basic and diluted
−Removed: STRUCTURE THERAPEUTICS INC.
−Removed: 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):
Options to purchase ordinary shares
+Added: Unvested restricted share units
Shares committed under ESPP
−Removed: Redeemable convertible preferred shares
−Removed: Ordinary share warrants
−Removed: Unvested restricted ordinary share awards
Defined Contribution Plan
6 unchanged sentences
Ramy Farid, the President and Chief Executive Officer of Schrödinger, Inc.
−Removed: (“Schrödinger”) is a member of the Company’s board of directors.
−Removed: 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.
−Removed: 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.
+Added: (“Schrödinger”) was a member of the Company’s board of directors until June 25, 2024.
+Added: During the years ended December 31, 2024 and 2023, the Company had existing collaboration agreements to use the results provided by Schrödinger’s software
+Added: STRUCTURE THERAPEUTICS INC.
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
+Added: platform for its research purposes.
+Added: During the years ended December 31, 2024 and 2023, the Company paid $ 3.2 million and $ 0.3 million to Schrödinger, respectively, and had $ 0.3 million and $ 0.5 million payable balance to Schrödinger as of December 31, 2024 and 2023, respectively.
Lhotse Collaboration Agreement with Schrödinger
−Removed: 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”).
+Added: In October 2020, Lhotse Bio, Inc.
+Added: (“Lhotse”), the Company’s wholly-owned subsidiary, 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.
1 unchanged sentence
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.
−Removed: Lhotse will solely own the research
−Removed: STRUCTURE THERAPEUTICS INC.
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
−Removed: results, work product, inventions and other intellectual property generated under the Lhotse-Schrödinger Agreement that are directed to LPA1R.
+Added: Lhotse will solely own the research results, work product, inventions and other intellectual property generated under the Lhotse-Schrödinger Agreement that are directed to LPA1R.
Under the Lhotse-Schrödinger Agreement, Lhotse is obligated to pay Schrödinger a quarterly active program payment in the low six digits for each successive three-month period during which Schrödinger continues to perform research work as agreed by the parties, and as of December 31, 2024, the Company has paid to Schrödinger an aggregate of $ 0.8 million.
7 unchanged sentences
Aconcagua Collaboration Agreement with Schrödinger
−Removed: 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.
+Added: In November 2023, Aconcagua Bio, Inc.
+Added: (“Aconcagua”), the Company’s wholly-owned subsidiary, entered into a collaboration agreement (the “Aconcagua-Schrödinger Agreement”) with Schrödinger to discover and
+Added: STRUCTURE THERAPEUTICS INC.
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
+Added: 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.
3 unchanged sentences
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, 2024, the Company has paid to Schrödinger an aggregate of $ 3.3 million.
−Removed: STRUCTURE THERAPEUTICS INC.
−Removed: 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.
6 unchanged sentences
Purchase of non-voting ordinary shares by BVF
−Removed: 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.
+Added: In May 2023, the Company entered into an Exchange Agreement with BVF, who in the aggregate held at the time of the transaction 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.
−Removed: 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.
+Added: 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
+Added: STRUCTURE THERAPEUTICS INC.
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
+Added: per share (or the equivalent of $ 37.47 per ADS) to BVF, 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.
1 unchanged sentence
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.