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Item 9A. Controls and Procedures

2025-02-27 compared with 2024-03-08 · 58 added, 81 removed, 141 unchanged (50% of the section changed)

3 unchanged sentences

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

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

Based on that evaluation, our Chief Executive Officer and our Chief Financial Officer have concluded that, as of December 31, 2024, our disclosure controls and procedures were effective at the reasonable assurance level.

Management’s Annual Report on Internal Control Over Financial Reporting

1 unchanged sentence

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

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

Based on this evaluation, our management concluded that our internal control over financial reporting was effective as of December 31, 2024.

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

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

Material Weakness in Internal Controls Over Financial Reporting

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

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

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

Management’s Plan to Remediate the Remaining Material Weakness

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

We have hired additional

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

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

Remediation of Previously Reported Material Weaknesses

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

These material weaknesses were as follows:

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

Specifically, certain personnel have incompatible duties including the ability to (i) generate and approve invoices and authorize disbursements;

(ii) add employees or modify employee data in the payroll system and authorize payments;

(iii) create and post manual journal entries without an independent review;

and (iv) prepare and review account reconciliations.

We did not design and maintain effective controls over certain information technology (“IT”) general controls for information systems that are relevant to the preparation of our financial statements.

Specifically, we did not design and maintain (i) program change management controls to ensure that program and data changes are identified, tested, authorized and implemented appropriately;

(ii) user access controls to ensure appropriate segregation of duties and to adequately restrict user and privileged access to appropriate personnel;

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

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

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

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

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

Attestation Report of Independent Registered Public Accounting Firm

Our independent registered public accounting firm, Ernst & Young LLP, has audited the effectiveness of our internal control over financial reporting as of December 31, 2024 as stated in their report which is included herein.

Changes in Internal Controls Over Financial Reporting

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

There were no changes in our internal controls over financial reporting identified in management’s evaluation pursuant to Rules 13a-15(f) or 15d-15(f) of the Exchange Act during our fourth quarter ended December 31, 2024 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Limitations on Effectiveness of Disclosure Controls and Procedures

2 unchanged sentences

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

Also, projection of any evaluation of effectiveness to

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

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

Report of Independent Registered Public Accounting Firm

To the Shareholders and the Board of Directors of Structure Therapeutics Inc.

Opinion on Internal Control Over Financial Reporting

We have audited Structure Therapeutics Inc.’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) (the COSO criteria).

In our opinion, Structure Therapeutics Inc.

(the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2024, based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2024 and 2023, the related consolidated statements of operations and comprehensive loss, redeemable convertible preferred shares and shareholders' equity (deficit) and cash flows for each of the two years in the period ended December 31, 2024, and the related notes and our report dated February 27, 2025 expressed an unqualified opinion thereon.

Basis for Opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Annual Report on Internal Control Over Financial Reporting.

Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit.

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.

We conducted our audit in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.

Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances.

We believe that our audit provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control Over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes

in accordance with generally accepted accounting principles.

A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;

(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company;

and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

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

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

/s/ Ernst & Young LLP

San Mateo, California

February 27, 2025

Other Information.

Trading Arrangements

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

Type of Trading Arrangement

Name and Position

Rule 10b5-1**

Total ADSs to be Sold

Expiration Date

Xichen Lin , Ph.D., Chief Scientific Officer

December 28, 2023

December 15, 2024

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

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

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

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

We will file a definitive Proxy Statement for our 2025 Annual General Meeting of shareholders (the “Proxy Statement”) with the SEC, pursuant to Regulation 14A, not later than 120 days after the end of our fiscal year ended December 31, 2024.

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

1 unchanged sentence

Directors, Executive Officers and Corporate Governance.

The information required by this item will be set forth in the Proxy Statement in the section headed “Election of Directors,” “Information Regarding the Board and Corporate Governance,” and “Delinquent Section 16(a) Reports,” if any, and is incorporated herein by reference.

The remaining information required by this item will be set forth in the Proxy Statement in the section headed “Election of Directors,” “Information Regarding the Board of Directors and Corporate Governance,” and “Delinquent Section 16(a) Reports,” if any, and is incorporated herein by reference.

We have adopted a Code of Business Conduct and Ethics that applies to all officers, directors and employees, including our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions.

3 unchanged sentences

Executive Compensation.

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

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

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

1 unchanged sentence

Certain Relationships and Related Transactions, and Director Independence

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

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

Principal Accountant Fees and Services.

8 unchanged sentences

EXHIBIT INDEX

Exhibit Number

Description of Document

Filed Herewith

Amended and Restated Memorandum and Articles of Association of the registrant.

6 unchanged sentences

January 30, 2023

Amended and Restated Investors’ Rights Agreement, dated July 30, 2021, by and between the registrant and the investors named therein.

January 12, 2023

Summary of Rights of Non-Voting Ordinary Shares .

September 29, 2023

Description of Securities.

31 unchanged sentences

January 12, 2023

Offer Letter, by and between the registrant and Mark Bach, M.D., dated April 19, 2021.

January 12, 2023

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

and Xichen Lin, dated July 22, 2019.

January 12, 2023

Offer Letter, by and between the registrant and Blai Coll, dated September 12, 2024.

November 13, 2024

Offer Letter, by and between the registrant and Ashley Hall, dated September 7, 2024.

November 13, 2024

Separation and Consulting Agreement, by and between the registrant and Mark Bach, dated September 12, 2024.

November 13, 2024

Executive Employment Agreement, by and between the registrant and Xichen Lin, dated July 22, 2022.

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

4 unchanged sentences

January 12, 2023

Non-Employee Director Compensation Policy.

August 4, 2023

Amended Non-Employee Director Compensation Policy.

Severance and Change in Control Plan.

3 unchanged sentences

January 12, 2023

Shanghai Premises Lease Contract, by and between Shanghai ShouTi Biotechnology Co., Ltd.

and Shanghai Changtai Business Management Co., Ltd., dated June 22, 2021.

January 12, 2023

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

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

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

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

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

and Aligos Therapeutics, Inc.

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

5 unchanged sentences

November 14, 2023

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

Amended Insider Trading Policy.

Subsidiaries of the registrant.

1 unchanged sentence

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

Consent of PricewaterhouseCoopers LLP, Independent Registered Public Accounting Firm.

Powers of Attorney (included on the signature page).

6 unchanged sentences

Incentive Compensation Recoupment Policy.

March 8, 2024

Inline XBRL Instance Document

10 unchanged sentences

Form 10–K Summary.

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of San Francisco, State of California, on March 8, 2024.

STRUCTURE THERAPEUTICS INC.

8 unchanged sentences

Chief Executive Officer and Director

March 8, 2024

February 27, 2025

Raymond Stevens, Ph.D.

1 unchanged sentence

Chief Financial Officer and Director

March 8, 2024

February 27, 2025

(Principal Financial and Accounting Officer)

/s/ Daniel Welch

March 8, 2024

February 27, 2025

/s/ Eric Dobmeier

March 8, 2024

February 27, 2025

Eric Dobmeier

/s/ Ramy Farid, Ph.D.

March 8, 2024

Ramy Farid, Ph.D.

March 8, 2024

February 27, 2025

/s/ Angus Russell

February 27, 2025

Angus Russell

/s/ Sharon Tetlow

March 8, 2024

February 27, 2025

Sharon Tetlow

/s/ Joanne Waldstreicher, M.D.

March 8, 2024

February 27, 2025

Joanne Waldstreicher, M.D.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures