Structure Therapeutics Inc. 10-K

Item 8. Financial Statements and Supple mentary Data ​ STRUCTURE THERAPEUTICS INC. INDEX TO FINANCIAL STATEMENTS Years Ended December 31, 2024 and 2023 ​ ​ ​ ​ ​ ​ ​ Page Report of Independent Registered Public Accounting Firm (PCAOB ID 42 ) ​ 160 Consolidated Financial Statements ​ ​ Consolidated Balance Sheets ​ 162 Consolidated Statements of Operations and Comprehensive Loss ​ 163 Consolidated Statements of Redeemable Convertible Preferred Shares and Shareholders’ Equity (Deficit) ​ 164 Consolidated Statements of Cash Flows ​ 165 Notes to Consolidated Financial Statements ​ 166 ​ ​ ​ ​ ​ ​ 159 Table of Contents Report of Independent Registered Public Accounting Firm To the Shareholders and the Board of Directors of Structure Therapeutics Inc. Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of Structure Therapeutics Inc. (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”). 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. 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. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. 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 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. 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. 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. We believe that our audits provide a reasonable basis for our opinion. Critical Audit Matters 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: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. 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. Accrued clinical expenses ​ ​ ​ Description of the Matter At December 31, 2024, the Company has accrued $7.0 million of clinical expenses. As described in Note 2 to the Consolidated Financial Statements, the Company recognizes accruals for clinical expenses based on the level of services performed, 160 Table of Contents progress of the studies, including the phase or completion of events, and contracted costs with contract research organizations. 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. ​ Auditing accrued clinical expenses was complex due to the analysis of extensive data in determining the expenses incurred but not invoiced. How We Addressed the Matter in Our Audit 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. 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 We have served as the Company’s auditor since 2023. San Mateo, California February 27, 2025 ​ ​ 161 Table of Contents STRUCTURE THERAPEUTICS INC. CONSOLIDATED BALANCE SHEETS (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ DECEMBER 31, ​ 2024 ​ 2023 Assets ​ ​ ​ Current assets: ​ ​ Cash and cash equivalents ​ $ 169,510 ​ $ 129,792 Short-term investments ​ 714,008 ​ 337,531 Prepaid expenses and other current assets ​ 7,693 ​ 6,285 Total current assets ​ 891,211 ​ 473,608 Property and equipment, net ​ 3,478 ​ 3,228 Operating right-of-use assets ​ 3,535 ​ 5,136 Other non-current assets ​ 5,106 ​ 45 Total assets ​ $ 903,330 ​ $ 482,017 Liabilities and shareholders’ equity ​ ​ Current liabilities: ​ ​ Accounts payable ​ $ 8,024 ​ $ 4,742 Accrued expenses and other current liabilities ​ 26,299 ​ 18,558 Operating lease liabilities, current portion ​ 1,698 ​ 1,440 Total current liabilities ​ 36,021 ​ 24,740 Operating lease liabilities, net of current portion ​ ​ 2,164 ​ ​ 4,013 Other non-current liabilities ​ ​ 302 ​ ​ 298 Total liabilities ​ 38,487 ​ 29,051 Commitments and contingencies (Note 5) ​ ​ Shareholders’ equity: ​ ​ Undesignated shares – $ 0.0001 par value; 100,000 shares authorized as of December 31, 2024 and December 31, 2023 ​ ​ — ​ ​ — Ordinary shares – $ 0.0001 par value; 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 ​ 17 ​ 14 Additional paid-in capital ​ 1,193,010 ​ 659,003 Accumulated other comprehensive income ​ 914 ​ 521 Accumulated deficit ​ ( 329,098 ) ​ ( 206,572 ) Total shareholders’ equity ​ 864,843 ​ 452,966 Total liabilities and shareholders’ equity ​ $ 903,330 ​ $ 482,017 ​ ​ ​ ​ ​ ​ ​ The accompanying notes are an integral part of these consolidated financial statements. ​ 162 Table of Contents STRUCTURE THERAPEUTICS INC. CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ YEAR ENDED DECEMBER 31, ​ ​ 2024 2023 Operating expenses: ​ ​ ​ ​ Research and development ​ $ 108,814 ​ $ 70,103 General and administrative ​ 49,414 ​ 32,672 Total operating expenses ​ 158,228 ​ 102,775 Loss from operations ​ ( 158,228 ) ​ ( 102,775 ) Interest and other income, net ​ 36,012 ​ 13,391 Loss before provision for income taxes ​ ( 122,216 ) ​ ( 89,384 ) Provision for income taxes ​ 310 ​ 236 Net loss attributable to ordinary shareholders ​ $ ( 122,526 ) ​ $ ( 89,620 ) Net loss per share attributable to ordinary shareholders, basic and diluted ​ $ ( 0.78 ) ​ $ ( 0.81 ) Weighted-average ordinary shares used in computing net loss per share attributable to ordinary shareholders, basic and diluted ​ 157,922 ​ 110,198 Other comprehensive gain: ​ ​ Unrealized gain on investments, net ​ 393 ​ 631 Total other comprehensive gain ​ 393 ​ 631 Comprehensive loss ​ $ ( 122,133 ) ​ $ ( 88,989 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ The accompanying notes are an integral part of these consolidated financial statements. 163 Table of Contents STRUCTURE THERAPEUTICS INC. CONSOLIDATED STATEMENTS OF REDEEMABLE CONVERTIBLE PREFERRED SHARES AND SHAREHOLDERS’ EQUITY (DEFICIT) (IN THOUSANDS) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ACCUMULATED ​ ​ ​ ​ ​ ​ ​ REDEEMABLE CONVERTIBLE PREFERRED SHARES ​ ORDINARY ​ NON-VOTING ​ ADDITIONAL ​ OTHER ​ ​ ​ TOTAL ​ ​ SERIES A ​ SERIES A+ ​ SERIES B ​ SERIES B-1 ​ SHARES ​ ORDINARY SHARES ​ PAID-IN ​ COMPREHENSIVE ​ ACCUMULATED ​ SHAREHOLDERS’ ​ ​ SHARES ​ AMOUNT ​ SHARES ​ AMOUNT ​ SHARES ​ AMOUNT ​ SHARES ​ AMOUNT ​ SHARES ​ AMOUNT ​ SHARES ​ AMOUNT ​ CAPITAL ​ INCOME (LOSS) ​ DEFICIT ​ EQUITY (DEFICIT) Balance at December 31, 2022 19,200 ​ $ 32,001 12,800 ​ $ 26,000 32,857 ​ $ 133,015 2,161 ​ $ 8,959 10,527 ​ $ 1 ​ — ​ $ — ​ $ 1,921 ​ $ ( 110 ) ​ $ ( 116,952 ) ​ $ ( 115,140 ) Conversion of redeemable convertible preferred shares into ordinary shares upon initial public offering ​ ( 19,200 ) ​ ​ ( 32,001 ) ​ ( 12,800 ) ​ ​ ( 26,000 ) ​ ( 32,857 ) ​ ​ ( 133,015 ) ​ ( 2,161 ) ​ ​ ( 8,959 ) ​ 67,018 ​ ​ 7 ​ — ​ ​ — ​ ​ 199,968 ​ ​ — ​ ​ — ​ 199,975 Issuance of ordinary shares upon initial public offering, net of issuance costs and underwriting discount of $ 18,586 ​ — ​ ​ — ​ — ​ ​ — ​ — ​ ​ — ​ — ​ ​ — ​ 37,053 ​ ​ 3 ​ — ​ ​ — ​ ​ 166,667 ​ ​ — ​ ​ — ​ 166,670 Net exercise of ordinary share warrants ​ — ​ ​ — ​ — ​ ​ — ​ — ​ ​ — ​ — ​ ​ — ​ 106 ​ ​ — ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ — Exchange of ordinary shares to non-voting ordinary shares ​ — ​ ​ — ​ — ​ ​ — ​ — ​ ​ — ​ — ​ ​ — ​ ( 7,411 ) ​ ​ ( 1 ) ​ 7,411 ​ ​ 1 ​ ​ — ​ ​ — ​ ​ — ​ ​ — Issuance of ordinary shares and non-voting ordinary shares in private placement financing, net of issuance costs and underwriting discount of $ 18,538 ​ — ​ ​ — ​ — ​ ​ — ​ — ​ ​ — ​ — ​ ​ — ​ 21,617 ​ ​ 2 ​ 2,401 ​ ​ — ​ ​ 281,457 ​ ​ — ​ ​ — ​ ​ 281,459 Issuance of ordinary shares upon exercise of vested share options ​ — ​ ​ — ​ — ​ ​ — ​ — ​ ​ — ​ — ​ ​ — ​ 498 ​ ​ 1 ​ — ​ ​ — ​ ​ 799 ​ ​ — ​ ​ — ​ ​ 800 Conversion of non-voting ordinary shares into ordinary shares ​ — ​ ​ — ​ — ​ ​ — ​ — ​ ​ — ​ — ​ ​ — ​ 9,812 ​ ​ 1 ​ ( 9,812 ) ​ ​ ( 1 ) ​ ​ — ​ ​ — ​ ​ — ​ ​ — Share-based compensation expense ​ — ​ ​ — ​ — ​ ​ — ​ — ​ ​ — ​ — ​ ​ — ​ — ​ ​ — ​ — ​ ​ — ​ ​ 8,191 ​ ​ — ​ ​ — ​ 8,191 Unrealized gain on investments, net ​ — ​ ​ — ​ — ​ ​ — ​ — ​ ​ — ​ — ​ ​ — ​ — ​ ​ — ​ — ​ ​ — ​ ​ — ​ ​ 631 ​ ​ — ​ 631 Net loss ​ — ​ ​ — ​ — ​ ​ — ​ — ​ ​ — ​ — ​ ​ — ​ — ​ ​ — ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ ( 89,620 ) ​ ( 89,620 ) Balance at December 31, 2023 — ​ $ — — ​ $ — — ​ $ — — ​ $ — 139,220 ​ $ 14 ​ — ​ $ — ​ $ 659,003 ​ $ 521 ​ $ ( 206,572 ) ​ $ 452,966 Issuance of ordinary shares upon Follow-On Offering, net of issuance costs and underwriting discounts of $ 34,688 ​ — ​ ​ — ​ — ​ ​ — ​ — ​ ​ — ​ — ​ ​ — ​ 31,281 ​ ​ 3 ​ — ​ ​ — ​ ​ 512,727 ​ ​ — ​ ​ — ​ ​ 512,730 Issuance of ordinary shares upon exercise of vested share options ​ — ​ ​ — ​ — ​ ​ — ​ — ​ ​ — ​ — ​ ​ — ​ 1,283 ​ ​ — ​ — ​ ​ — ​ ​ 1,854 ​ ​ — ​ ​ — ​ ​ 1,854 Issuance of ordinary shares pursuant to employee share purchase plan ​ — ​ ​ — ​ — ​ ​ — ​ — ​ ​ — ​ — ​ ​ — ​ 69 ​ ​ — ​ — ​ ​ — ​ ​ 632 ​ ​ — ​ ​ — ​ ​ 632 Issuance of ordinary shares upon vesting of restricted share units ​ — ​ ​ — ​ — ​ ​ — ​ — ​ ​ — ​ — ​ ​ — ​ 7 ​ ​ — ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — Share-based compensation expense ​ — ​ ​ — ​ — ​ ​ — ​ — ​ ​ — ​ — ​ ​ — ​ — ​ ​ — ​ — ​ ​ — ​ ​ 18,794 ​ ​ — ​ ​ — ​ ​ 18,794 Unrealized gain on investments, net ​ — ​ ​ — ​ — ​ ​ — ​ — ​ ​ — ​ — ​ ​ — ​ — ​ ​ — ​ — ​ ​ — ​ ​ — ​ ​ 393 ​ ​ — ​ ​ 393 Net loss ​ — ​ ​ — ​ — ​ ​ — ​ — ​ ​ — ​ — ​ ​ — ​ — ​ ​ — ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ ( 122,526 ) ​ ​ ( 122,526 ) Balance at December 31, 2024 ​ — ​ $ — ​ — ​ $ — ​ — ​ $ — ​ — ​ $ — ​ 171,860 ​ $ 17 ​ — ​ $ — ​ $ 1,193,010 ​ $ 914 ​ $ ( 329,098 ) ​ $ 864,843 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ The accompanying notes are an integral part of these consolidated financial statements. ​ ​ 164 Table of Contents STRUCTURE THERAPEUTICS INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (IN THOUSANDS) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ YEAR ENDED DECEMBER 31, ​ 2024 2023 Cash flows from operating activities ​ ​ ​ ​ ​ ​ Net loss ​ $ ( 122,526 ) ​ $ ( 89,620 ) Adjustments to reconcile net loss to net cash used in operating activities: ​ ​ ​ ​ ​ ​ Share-based compensation expense ​ 18,794 ​ 8,191 Depreciation expense ​ 992 ​ 295 Accretion of asset retirement obligation ​ ​ 4 ​ ​ 21 Non-cash lease expense ​ 1,601 ​ 634 Accretion of net investment discounts ​ ( 18,465 ) ​ ( 5,975 ) Changes in operating assets and liabilities: ​ ​ ​ Prepaid expenses and other current assets ​ ( 1,408 ) ​ ( 4,037 ) Other non-current assets ​ ( 5,061 ) ​ 15 Accounts payable ​ 3,307 ​ ( 860 ) Accrued expenses and other current liabilities ​ 7,717 ​ 12,163 Operating lease liabilities ​ ( 1,591 ) ​ ( 315 ) Net cash used in operating activities ​ ( 116,636 ) ​ ( 79,488 ) Cash flows from investing activities ​ ​ Purchases of short-term investments ​ ( 702,519 ) ​ ( 417,356 ) Proceeds from maturities of short-term investments ​ 344,900 ​ 151,181 Purchases of property and equipment ​ ( 1,290 ) ​ ( 2,167 ) Net cash used in investing activities ​ ( 358,909 ) ​ ( 268,342 ) Cash flows from financing activities ​ ​ Proceeds from issuance of ordinary shares in Follow-On Offering, net of underwriting discounts and commissions ​ ​ 514,573 ​ ​ — Proceeds from issuance of ordinary shares in initial public offering, net of underwriting discounts and commissions ​ — ​ 172,296 Proceeds from private placement financing, gross ​ ​ — ​ ​ 300,000 Payments of offering costs ​ ​ ( 1,796 ) ​ ​ ( 21,565 ) Proceeds from issuance of ordinary shares under employee share purchase plan ​ ​ 632 ​ ​ — Proceeds from exercise of share options ​ 1,854 ​ 800 Net cash provided by financing activities ​ 515,263 ​ 451,531 Net change in cash and cash equivalents ​ 39,718 ​ 103,701 Cash and cash equivalents ​ ​ Beginning of the period ​ 129,792 ​ 26,091 End of the period ​ $ 169,510 ​ $ 129,792 Supplemental disclosures of noncash investing and financing activities ​ ​ Offering costs included in accounts payable and accrued expenses and other current liabilities ​ $ 100 ​ $ 53 Conversion of redeemable convertible preferred shares into ordinary shares upon initial public offering ​ $ — ​ $ 199,975 Purchases of property and equipment in accounts payable and accrued expenses and other current liabilities ​ $ — ​ $ 48 Operating lease right-of-use assets obtained in exchange for new lease liabilities ​ $ — ​ $ 5,508 Recognition of asset retirement obligation ​ $ — ​ $ 277 Conversion of non-voting ordinary shares into ordinary shares ​ $ — ​ $ 1 Exchange of ordinary shares to non-voting ordinary shares ​ $ — ​ $ 1 ​ ​ ​ ​ ​ ​ ​ ​ The accompanying notes are an integral part of these consolidated financial statements. ​ ​ 165 Table of Contents STRUCTURE THERAPEUTICS INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS ​ 1. Organization and Nature of the Business Structure Therapeutics Inc. (the “Company”) is a clinical stage global biopharmaceutical company aiming to develop and deliver novel oral therapeutics to treat a wide range of chronic diseases with unmet medical need. The Company was incorporated in February 2019 in the Cayman Islands, with operating subsidiaries in the United States and China. In June 2022, the Company changed its name from ShouTi Inc. to Structure Therapeutics Inc. Prior to the formation of the Company, the operating activities were carried out by the subsidiaries of the Company. Structure Therapeutics USA Inc., a Delaware corporation (“StructureTx US”), was incorporated on June 6, 2016 (previously known as ShouTi Inc.). On January 20, 2017, StructureTx US was reorganized as a limited liability company. Annapurna Bio, Inc. (“Annapurna”), a Delaware corporation, was incorporated on January 26, 2017, and Gasherbrum Bio, Inc. (“Gasherbrum”), a Delaware corporation, was incorporated on April 19, 2017. On April 18, 2019, Annapurna, Gasherbrum, StructureTx US and the Company entered into a share exchange agreement (the “Share Exchange Agreement”). As a result of the Share Exchange Agreement, StructureTx US, Annapurna and Gasherbrum became wholly-owned subsidiaries of the Company. At the closing of the Share Exchange Agreement on April 18, 2019, the Company issued to the shareholders of Annapurna, Gasherbrum, and StructureTx US an aggregate of 10,766,250 ordinary shares (the “Share Exchange”). On April 19, 2019, ShouTi LLC was converted into ShouTi Inc., a Delaware corporation, which subsequently changed its name to Structure Therapeutics USA Inc. The Share Exchange was accounted for as a capital transaction. On June 28, 2019, ShouTi Hong Kong Ltd (“ShouTi Hong Kong”) was incorporated as a wholly-owned subsidiary of the Company. On July 26, 2019, Shanghai ShouTi Biotechnology Co., Ltd (“ Shanghai ShouTi”) was incorporated as a wholly-owned subsidiary of ShouTi Hong Kong. On April 1, 2020, Lhotse Bio, Inc. (“Lhotse”) was incorporated as a wholly-owned subsidiary of the Company. On February 10, 2021, the Company incorporated Basecamp Bio Inc. (“Basecamp Bio”) in the Cayman Islands with a wholly owned subsidiary, Basecamp Bio Hong Kong Limited (“Basecamp HK”) in Hong Kong. Shanghai Basecamp Biotechnology Co., Ltd., a wholly owned subsidiary of Basecamp HK, was established on March 26, 2021 in Shanghai, China. The purpose of Basecamp Bio is to develop certain of the Company’s technologies in Mainland China. On July 11, 2023, Aconcagua Bio, Inc. (“Aconcagua”) and Gimigela Bio, Inc. (“Gimigela”) were incorporated in the United States as wholly-owned subsidiaries of the Company. The accompanying consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. Initial Public Offering In February 2023, the Company closed its initial public offering (“IPO”) of American Depositary Shares (“ADSs”). Each ADS represents three ordinary shares. The net proceeds from the IPO were approximately $ 166.7 million after deducting underwriting discounts and commissions and estimated offering costs. Upon the closing of the IPO, all outstanding shares of the Company’s redeemable convertible preferred shares converted into 67,018,087 ordinary shares. In connection with the completion of its IPO, the Company’s memorandum of association was amended and restated to provide for 500,000,000 authorized ordinary shares with a par value of $ 0.0001 per share and 100,000,000 authorized undesignated shares with 166 Table of Contents STRUCTURE THERAPEUTICS INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) ​ a par value of $ 0.0001 per share, of such class or classes as may be designated by the Company’s board of directors in accordance with the Company’s amended and restated memorandum and articles of association. Private Placement On September 29, 2023, the Company entered into a share purchase agreement with certain institutional investors (the “Purchasers”), pursuant to which the Company agreed to sell and issue to the Purchasers an aggregate of 21,617,295 ordinary shares and 2,401,920 newly designated non-voting ordinary shares at a purchase price of $ 12.49 per share (or the equivalent of $ 37.47 per ADS), the closing price of its ADS on the Nasdaq Global Market on September 28, 2023 (the “Private Placement”). Each holder of non-voting ordinary shares had the right to convert each non-voting ordinary share held by such holder into one ordinary share, subject to certain beneficial ownership limitations. The Private Placement closed on October 3, 2023, and the Company received $ 281.5 million in net proceeds after deducting placement agent fees and other private placement expenses. As of December 31, 2023, all outstanding non-voting ordinary shares had been converted into ordinary shares. Follow-On Offering On June 5, 2024, the Company entered into an underwriting agreement with Goldman Sachs & Co. LLC, Morgan Stanley & Co. 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”). 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. 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 The Company has incurred significant net operating losses and negative cash flows from operations since inception and had an accumulated deficit of $ 329.1 million as of December 31, 2024. Prior to completion of its IPO, the Company has financed its operations primarily through the private placement of equity securities. In February 2023, the Company completed its IPO for net proceeds of approximately $ 166.7 million. In October 2023, the Company closed its Private Placement for net proceeds of approximately $ 281.5 million. 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. 2. Summary of Significant Accounting Policies Basis of Presentation The consolidated financial statements and related disclosures have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”). The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. The functional and reporting 167 Table of Contents STRUCTURE THERAPEUTICS INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) ​ currency of the Company and its subsidiaries is the U.S. dollar. 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. 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. Segments The Company operates and manages its business as one reportable and operating segment, which is the business of research and development of medicines that target chronic diseases with unmet medical need. The Company’s Chief Executive Officer, who is the chief operating decision maker, reviews 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. The table below is a summary of the segment net loss, including significant segment expenses (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ YEAR ENDED DECEMBER 31, ​ ​ 2024 2023 Operating expenses: ​ ​ ​ Discovery research and development $ 64,548 ​ $ 37,512 Clinical research and development ​ 44,266 ​ ​ 32,591 General and administrative ​ 49,414 ​ 32,672 Total operating expenses 158,228 ​ 102,775 Loss from operations ( 158,228 ) ​ ( 102,775 ) Interest and other income, net 36,012 ​ 13,391 Loss before provision for income taxes ( 122,216 ) ​ ( 89,384 ) Provision for income taxes 310 ​ 236 Segment net loss and net loss attributable to ordinary shareholders $ ( 122,526 ) ​ $ ( 89,620 ) ​ ​ ​ ​ ​ ​ ​ Concentration of Credit Risk The Company is exposed to credit risk from its deposits of cash, cash equivalents and short-term investments in excess of the amount of insurance provided on such deposits. The Company invests its cash, cash equivalents and short-term investments in money market funds, corporate debt securities, U.S. government bonds and U.S. government agency bonds. The Company limits its credit risk associated with cash, cash equivalents and short-term investments by investing in investment-grade securities and using banks and institutions it believes are creditworthy. The Company has not experienced any losses on its deposits of cash, cash equivalents and short-term investments to date. The Company has no off-balance sheet concentrations of credit risk, such as foreign currency exchange contracts, option contracts or other hedging arrangements. 168 Table of Contents STRUCTURE THERAPEUTICS INC. 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. 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. The Company relies and expects to continue to rely on a small number of vendors to manufacture supplies and materials for use in its clinical trial programs. These programs could be adversely affected by a significant interruption in these manufacturing services. Cash and Cash Equivalents The Company considers all highly-liquid investments purchased with maturities of 90 days or less from the original date of purchase to be cash equivalents. As of December 31, 2024 and 2023, the Company’s cash and cash equivalents consist of cash deposited with banks and investments in money market funds. Short-Term Investments The Company classifies its investments as available-for-sale and records them at fair value based upon market prices at period end. Unrealized gains and losses that are deemed temporary in nature are recorded in accumulated other comprehensive income as a separate component of shareholders’ equity (deficit). Dividend and interest income are recognized when earned. Realized gains and losses are included in earnings and are derived using the specific identification method for determining the cost of investments sold. The Company may sell these securities at any time for use in current operations. Credit Losses For short-term investments in an unrealized loss position, the Company periodically assesses its portfolio for impairment. The assessment first considers the intent or requirement to sell the available-for-sale debt securities. If either of these criteria are met, the amortized cost basis is written down to fair value through earnings. If not met, the Company evaluates whether the decline resulted from credit losses or other factors by considering the extent to which fair value is less than amortized cost, any changes to the rating of the short-term investments by a rating agency, and any adverse conditions specifically related to the short-term investments, among other factors. If this assessment indicates that a credit loss exists, the present value of cash flows expected to be collected from the short-term investments is compared to the amortized cost basis of the short-term investments. If the present value of cash flows expected to be collected is less than the amortized cost basis, a credit loss exists and an allowance for credit losses is recorded, with a corresponding adjustment to interest and other income, net, limited by the amount that the fair value is less than the amortized cost basis. The Company has elected to exclude accrued interest from both the fair value and the amortized cost basis of the available-for-sale debt securities for the purposes of identifying and measuring an impairment. The Company writes off accrued interest as a reduction of interest income when an issuer has defaulted on interest payments due on a security. Any impairment that has not been recorded through an allowance for credit losses is recognized in other comprehensive loss. At December 31, 2024 and 2023, 169 Table of Contents STRUCTURE THERAPEUTICS INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) ​ gross unrealized losses on the Company’s available-for-sale securities were not material and, accordingly, no credit loss reserves were recognized. Fair Value of Financial Instruments The Company establishes the fair value of its assets and liabilities using the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date and established a fair value hierarchy based on the inputs used to measure fair value. The carrying value of cash and cash equivalents, accounts payable and accrued liabilities approximate fair value due to their relatively short maturities. The Company determines the fair value of financial and non-financial assets and liabilities using the fair value hierarchy which establishes three levels of inputs that may be used to measure fair value (see Note 4). Property and Equipment, Net Property and equipment, net is stated at cost less accumulated depreciation. Depreciation is calculated using the straight-line method over the estimated useful lives of the assets, generally two to five years . Leasehold improvements are amortized using the straight-line method over the shorter of the assets’ estimated useful lives or the remaining term of the lease. When assets are retired or otherwise disposed of, the cost and accumulated depreciation are removed from the balance sheet, and any resulting gain or loss is reflected in operating expenses in the period realized. Maintenance and repairs are charged to operating expenses as incurred. Impairment of Long-Lived Assets Long-lived assets consist primarily of property and equipment, net and 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. If the carrying amount of the long-lived asset is not recoverable on an undiscounted cash flow basis, an impairment is recognized to the extent that the carrying amount exceeds its fair value. During the years ended December 31, 2024 and 2023, the Company did not recognize any such impairment charges. Deferred Offering Costs The Company capitalizes, within other non-current assets, certain legal, accounting and other third-party fees that are directly related to the Company’s in-process equity financings, including its IPO, Private Placement and Follow-On Offering, until such financings are consummated. After consummation of the equity financing, these costs are recorded as a reduction of the proceeds received as a result of the 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. 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. As of December 31, 2024 and 2023, there were no deferred offering costs recorded on the consolidated balance sheets. 170 Table of Contents STRUCTURE THERAPEUTICS INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) ​ Accrued Research and Development Expenses The Company has entered into various agreements with contract manufacturing organizations (“CMOs”) and contract research organizations (“CROs”). The Company’s research and development accruals are estimated based on the level of services performed, progress of the studies, including the phase or completion of events, and contracted costs. The estimated costs of research and development provided, but not yet invoiced, are included in other current liabilities on the consolidated balance sheets. If the actual timing of the performance of services or the level of effort varies from the original estimates, the Company will adjust the accrual accordingly. Payments made to CMOs and CROs under these arrangements in advance of the performance of the related services are recorded as prepaid expenses and other current assets on the consolidated balance sheets until the services are rendered. Leases The Company determines if an arrangement is, or contains, a lease at inception and then classifies the lease as operating or financing based on the underlying terms and conditions of the contract. 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. As most of the Company’s leases do not provide an implicit rate, the Company uses its incremental borrowing rate based on the information available at commencement date in determining the present value of future payments. Lease expense for lease payments is recognized on a straight-line basis over the lease term. Variable lease payments are excluded from the right-of-use assets and operating lease liabilities and are recognized in the period in which the obligation for those payments is incurred. The Company elected the practical expedient not to separate non-lease components from lease components for the Company’s facility leases and to account for the lease and non-lease components as a single lease component. Research and Development Expenses Research and development expenses include costs directly attributable to the conduct of research and development programs, including payroll and related expenses, costs for CMOs, costs for CROs, materials, supplies, consulting costs, and the allocated portions of facility costs, such as rent, utilities, insurance, information technology costs and general support services. Research and development costs are expensed within the consolidated statements of operations and comprehensive loss as incurred. 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. 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. 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. 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. The fair value method requires the Company to estimate the 171 Table of Contents STRUCTURE THERAPEUTICS INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) ​ fair value of share-based payment awards on the date of grant using an option-pricing model. The Company uses the Black-Scholes option-pricing model to estimate the fair value of options granted that are expensed on a straight-line basis over the requisite service period, which is generally the vesting period. The Company accounts for forfeitures as they occur. Option valuation models, including the Black-Scholes option-pricing model, require the input of several assumptions. The assumptions are as follows: ● Expected term.  The expected term represents the period that the share-based awards are expected to be outstanding. The expected term is calculated using the simplified method which is used when there is insufficient historical data about exercise patterns and post-vesting employment termination behavior. The simplified method is based on the vesting period and the contractual term for each grant, or for each vesting-tranche for awards with graded vesting. The mid-point between the vesting date and the maximum contractual expiration date is used as the expected term under this method. ● Expected volatility.  The Company estimated the volatility data based on a study of publicly traded industry peer companies as it did not have any trading history for its ordinary shares. For purposes of identifying these peer companies, the Company considered the industry, stage of development, size and financial leverage of potential comparable companies. For each grant, the Company measured historical volatility over a period equivalent to the expected term. The Company will continue to apply this process until a sufficient amount of historical information regarding the volatility of its own share price becomes available. ● Risk-free interest rate.  The risk-free interest rate is based on the U.S. Treasury yield in effect at the time of grant for zero-coupon U.S. Treasury notes with remaining terms similar to the expected term of the options. ● Expected Dividend yield.  The expected dividend is assumed to be zero as the Company has never paid dividends and has no current plans to do so. The Company has granted share options to employees based in China. The exercise of share options granted to such employees was conditioned on a liquidity event, such as an IPO or change in control, which was not considered probable until consummated. The liquidity event condition was satisfied upon the closing of the IPO, and the Company recognized cumulative share-based compensation expense for share options granted to employees based in China. The Company has granted restricted share units with service and performance conditions to certain employees. 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. As a result, the related compensation cost is recognized as an expense when achievement of the milestones is considered probable. 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. Income Taxes 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. 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. 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. 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. In determining the need for a valuation allowance, we consider future growth, forecasted earnings, future taxable income, the mix of 172 Table of Contents STRUCTURE THERAPEUTICS INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) ​ 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. 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. and certain foreign deferred tax assets will not be realizable as of December 31, 2024. 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. 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. The Company’s tax positions are subject to income tax audits by multiple tax jurisdictions throughout the world. 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. 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. Significant judgment is required to evaluate uncertain tax positions. 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. 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. 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. The amount of income taxes paid is subject to examination by U.S. federal, state and foreign tax authorities. 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. 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. Net Loss Per Share Attributable to Ordinary Shareholders Basic net loss per ordinary share is calculated by dividing the net loss attributable to ordinary shareholders by the weighted-average number of ordinary shares, including non-voting ordinary shares, outstanding during the period, without consideration of potentially dilutive securities. 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. 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. Comprehensive Income (Loss) Comprehensive income (loss) is defined as a change in equity of a business enterprise during a period, resulting from transactions from non-owner sources. Other comprehensive income (loss) represents unrealized gains or losses on short-term investments that are reported as a component of shareholders’ equity on the consolidated balance sheets. 173 Table of Contents STRUCTURE THERAPEUTICS INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) ​ Recent Accounting Pronouncements Recently Adopted Accounting Pronouncements 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 . The amendments in this ASU require disclosures, on an annual and interim basis, of significant segment expenses that are regularly provided to the chief operating decision maker (“CODM”), as well as the aggregate amount of other segment items included in the reported measure of segment profit or loss. This ASU requires that a public entity disclose the title and position of the CODM and an explanation of how the CODM uses the reported measure(s) of segment profit or loss in assessing segment performance and deciding how to allocate resources. Public entities will be required to provide all annual disclosures currently required by Topic 280 in interim periods, and entities with a single reportable segment are required to provide all the disclosures required by the amendments in this ASU and existing segment disclosures in Topic 280. This ASU is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. The amendments in this ASU should be applied retrospectively to all prior periods presented in the financial statements. This ASU is applicable to the Company beginning with its Annual Report on Form 10-K for the fiscal year ending December 31, 2024. The adoption of this ASU did not have a material impact on the Company’s consolidated financial statements and related disclosures. Accounting Pronouncements Not Yet Adopted In December 2023, the FASB issued ASU 2023-09, Improvements to Income Tax Disclosures . This ASU requires greater disaggregation of information about a reporting entity's effective tax rate reconciliation as well as information on income taxes paid. This ASU applies to all entities subject to income taxes and is intended to help investors better understand an entity’s exposure to potential changes in jurisdictional tax legislation and assess income tax information that affects cash flow forecasts and capital allocation decisions. This ASU is effective for annual periods beginning after December 15, 2024, with early adoption permitted. This ASU should be applied on a prospective basis although retrospective application is permitted. The Company is currently evaluating the impact the adoption of this ASU will have on disclosures in its consolidated financial statements. In November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses . 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. 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. 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. The Company is currently evaluating the impact the adoption of this ASU will have on disclosures in its consolidated financial statements. 174 Table of Contents STRUCTURE THERAPEUTICS INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) ​ 3. Composition of Certain Consolidated Financial Statement Line Items Property and equipment, net consists of the following (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ DECEMBER 31, ​ Useful life (years) 2024 2023 Laboratory equipment 5 $ 3,008 ​ $ 1,960 Furniture and fixtures 5 249 ​ 243 Computer equipment and software 5 497 ​ 309 Leasehold improvements Lesser of useful life or lease term 1,360 ​ 1,360 ​ ​ $ 5,114 ​ $ 3,872 Less: Accumulated depreciation ​ ( 1,636 ) ​ ( 644 ) Property and equipment, net ​ $ 3,478 ​ $ 3,228 ​ ​ ​ ​ ​ ​ ​ ​ ​ Depreciation expense for the years ended December 31, 2024 and December 31, 2023 was $ 1.0 million and $ 0.3 million, respectively. 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): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ DECEMBER 31, ​ 2024 2023 Accrued compensation ​ $ 7,290 ​ $ 4,325 Accrued research and development expenses ​ 5,460 ​ 4,719 Accrued clinical expenses ​ ​ 7,025 ​ ​ 5,412 Accrued professional services ​ ​ 2,918 ​ ​ 2,633 Accrued other liabilities ​ 3,606 ​ 1,469 Total accrued expenses and other current liabilities ​ $ 26,299 ​ $ 18,558 ​ ​ ​ ​ ​ ​ ​ ​ ​ 4. Fair Value Measurements The Company determines the fair value of financial and non-financial assets and liabilities using the fair value hierarchy which establishes three levels of inputs that may be used to measure fair value, as follows: Level 1—Observable inputs, such as quoted prices in active markets for identical assets or liabilities; Level 2—Observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities; and Level 3—Unobservable inputs which reflect management’s best estimate of what market participants would use in pricing the asset or liability at the measurement date. Consideration is given to the risk inherent in the valuation technique and the risk inherent in the inputs to the model. 175 Table of Contents STRUCTURE THERAPEUTICS INC. 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. Assets and liabilities measured at fair value are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires management to make judgments and consider factors specific to the asset or liability. The following tables present information about the Company’s financial assets measured at fair value on a recurring basis and indicates the level of the fair value hierarchy utilized to determine such fair values (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ DECEMBER 31, ​ 2024 ​ 2023 ​ LEVEL 1 LEVEL 2 LEVEL 3 TOTAL LEVEL 1 LEVEL 2 LEVEL 3 TOTAL Money market funds ​ $ 161,328 ​ $ — ​ $    — ​ $ 161,328 ​ $ 124,443 ​ $ — ​ $    — ​ $ 124,443 Cash equivalents ​ 161,328 ​ — ​ — ​ 161,328 ​ 124,443 ​ — ​ — ​ 124,443 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ U.S. government bonds ​ ​ 263,015 ​ ​ — ​ ​ — ​ ​ 263,015 ​ ​ 84,935 ​ ​ — ​ ​ — ​ ​ 84,935 U.S. government agency bonds ​ ​ — ​ ​ 46,957 ​ ​ — ​ ​ 46,957 ​ ​ — ​ ​ 82,340 ​ ​ — ​ ​ 82,340 Corporate debt securities ​ — ​ 404,036 ​ — ​ 404,036 ​ — ​ 170,256 ​ — ​ 170,256 Short-term investments ​ 263,015 ​ 450,993 ​ — ​ 714,008 ​ 84,935 ​ 252,596 ​ — ​ 337,531 Total fair value of financial assets ​ $ 424,343 ​ $ 450,993 ​ $ — ​ $ 875,336 ​ $ 209,378 ​ $ 252,596 ​ $ — ​ $ 461,974 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ DECEMBER 31, ​ 2024 2023 ​ ​ AMORTIZED UNREALIZED FAIR ​ AMORTIZED UNREALIZED FAIR ​ COST ​ LOSSES GAINS VALUE COST ​ LOSSES GAINS VALUE Money market funds ​ $ 161,328 ​ $ — ​ $    — ​ $ 161,328 ​ $ 124,443 ​ $ — ​ $    — ​ $ 124,443 Cash equivalents ​ 161,328 ​ — ​ — ​ 161,328 ​ 124,443 ​ — ​ — ​ 124,443 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ U.S. government bonds ​ ​ 262,316 ​ ​ ( 48 ) ​ ​ 747 ​ ​ 263,015 ​ ​ 84,783 ​ ​ ( 35 ) ​ ​ 187 ​ ​ 84,935 U.S. government agency bonds ​ ​ 46,890 ​ ​ ( 11 ) ​ ​ 78 ​ ​ 46,957 ​ ​ 82,185 ​ ​ ( 16 ) ​ ​ 171 ​ ​ 82,340 Corporate debt securities ​ 403,888 ​ ​ ( 368 ) ​ ​ 516 ​ 404,036 ​ 170,042 ​ ( 39 ) ​ ​ 253 ​ 170,256 Short-term investments ​ 713,094 ​ ( 427 ) ​ 1,341 ​ 714,008 ​ 337,010 ​ ( 90 ) ​ 611 ​ 337,531 Total fair value of financial assets ​ $ 874,422 ​ $ ( 427 ) ​ $ 1,341 ​ $ 875,336 ​ $ 461,453 ​ $ ( 90 ) ​ $ 611 ​ $ 461,974 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ As of December 31, 2024 and 2023, the Company did not have any liabilities measured at fair value on a recurring basis. There were no transfers in and out of Level 3 during the years ended December 31, 2024 and 2023. Contractual maturities of short-term investments are generally not more than one year. 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. No allowance for credit losses was recorded at either December 31, 2024 or 2023, and no impairment losses were recognized for the years ended December 31, 2024 and 2023. 176 Table of Contents STRUCTURE THERAPEUTICS INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) ​ Money market funds and U.S. government bonds are included within Level 1 of the fair value hierarchy because they are valued using quoted market prices. Corporate debt securities and U.S. government agency bonds are classified within Level 2 of the fair value hierarchy as they take into consideration valuations obtained from third-party pricing services. The pricing services utilize industry standard valuation models, including both income-based and market-based approaches, for which all significant inputs are observable, either directly or indirectly, to estimate the fair value. These inputs include reported trades of and broker/dealer quotes on similar securities, issuer credit spreads, benchmark securities, prepayment/default projections based on historical data and other observable inputs. ​ 5. Commitments and Contingencies Operating Leases In June 2021, Shanghai ShouTi entered into an agreement to lease approximately 5,900 square feet of office space in Chamtime Plaza in Shanghai, China. The lease commenced on September 16, 2021 and expired on September 15, 2023. Shanghai ShouTi had an option to extend the lease term, however the renewal term and conditions 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. In November 2021, StructureTx US entered into an agreement to lease approximately 4,050 square feet of office spaces in South San Francisco, California. The lease commenced on November 11, 2021, and expired on October 31, 2023. In June 2023, Shanghai ShouTi entered into a lease agreement for approximately 22,500 square feet of office space in Shanghai, China, for its research and development operations office, which commenced in July 2023 and will expire on December 31, 2026. The annual base rent is approximately $ 0.7 million based on the exchange rate upon entering into this lease agreement, and Shanghai ShouTi is also responsible for the payment of additional costs and fees related to its use of the premises. According to the lease agreement, the Company is obligated to restore the premises and all fixtures, fittings and equipment in the premises to its original condition. The Company’s asset retirement obligations are primarily associated with leasehold improvements which the Company is contractually obligated to remove at the end of a lease to comply with the lease agreement. The Company recognized an asset retirement obligation at the inception of a lease at its estimated fair value based on the expected timing of payment of the related costs. In the determination of fair value for an asset retirement obligation, the Company uses various assumptions and judgments, including such factors as the existence of a legal obligation, estimated amounts and timing of settlements, discount and inflation rates. The key estimates as of the inception date were the fair value of the asset retirement obligation of $ 0.4 million, timing of the settlement of 3.4 years and the discount rate of 6.8 %. The associated estimated asset retirement costs are capitalized as part of the carrying amount of the leasehold improvements and depreciated over its useful life. As of December 31, 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. The lease commenced in July 2023 and will expire on August 31, 2027. The annual base rent will initially be approximately $ 0.5 million and will increase annually by 3 %, and StructureTx US will also be responsible for the payment of additional costs and fees related to its use of the premises. 177 Table of Contents STRUCTURE THERAPEUTICS INC. 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. The lease commenced in December 2023 and will expire on January 31, 2027. The annual base rent will be approximately $ 0.3 million based on the exchange rate upon entering into this lease agreement, and Shanghai ShouTi is also responsible for the payment of additional costs and fees related to its use of the premises. The maturities of operating lease liabilities as of December 31, 2024, were as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ DECEMBER 31, ​ ​ 2024 2025 ​ $ 1,926 2026 ​ ​ 1,882 2027 ​ ​ 381 Total undiscounted lease payments ​ 4,189 Less: imputed interest ​ ( 327 ) Total operating lease liability ​ 3,862 Less: current portion ​ ( 1,698 ) Operating lease liability, net of current portion ​ $ 2,164 ​ ​ ​ ​ ​ Operating lease expense was $ 2.5 million and $ 1.8 million for the years ended December 31, 2024 and 2023, respectively, including $ 0.8 million and $ 0.9 million short-term lease costs for the years ended December 31, 2024 and 2023, respectively. As of December 31, 2024, the weighted average remaining lease term was 2.2 years, and the weighted average discount rate used to measure the lease liabilities for such operating leases upon recognition was 7.6 %. During the years ended December 31, 2024 and 2023, cash paid for amounts included in operating lease liabilities of $ 1.7 million and $ 0.6 million, respectively, was included in operating activities on the consolidated statements of cash flows. Indemnification Agreements In the ordinary course of business, the Company enters into agreements that may include indemnification provisions. Pursuant to such agreements, the Company may indemnify, hold harmless and defend an indemnified party for losses suffered or incurred by the indemnified party. Some of the provisions will limit losses to those arising from third-party actions. In some cases, the indemnification will continue after the termination of the agreement. The maximum potential number of future payments the Company could be required to make under these provisions is not determinable. The Company has never incurred material costs to defend lawsuits or settle claims related to these indemnification provisions. The Company has also entered into indemnification agreements with its directors and officers that require the Company, among other things, to indemnify them against certain liabilities that may arise by reason of their status or service as directors or officers to the fullest extent permitted by the applicable law and the amended and restated memorandum and articles of association of the Company. The Company currently has directors’ and officers’ liability insurance. As of December 31, 2024 and 2023, the Company did not have any material indemnification claims that were probable or reasonably possible and consequently had not recognized any related liabilities. Legal Proceedings The Company is subject to claims and assessments from time to time in the ordinary course of business but is not aware of any such matters, individually or in the aggregate, that will have a material adverse effect on the Company’s financial position, results of operations or cash flows. 178 Table of Contents STRUCTURE THERAPEUTICS INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) ​ 6. Redeemable Convertible Preferred Shares 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. 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. There were no issued and outstanding redeemable convertible preferred shares as of December 31, 2024 and December 31, 2023. 7. Ordinary Shares 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. 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. 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. 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. 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. 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. (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. 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. 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. 179 Table of Contents STRUCTURE THERAPEUTICS INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) ​ The Company has the following ordinary shares reserved for future issuance (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ DECEMBER 31, ​ 2024 2023 Share options issued and outstanding 12,597 11,899 Share options available for future grant 10,722 8,192 Restricted share units outstanding ​ 1,051 ​ — Ordinary shares available for employee share purchase plan ​ 2,324 ​ 1,000 Total ordinary shares reserved 26,694 21,091 ​ ​ ​ ​ ​ ​ ​ 8. Shareholders’ Equity 2019 Equity Incentive Plan In April 2019, the Company adopted the 2019 Equity Incentive Plan (“2019 Plan”), under which its board of directors can issue share options. Awards granted under the 2019 Plan may be either incentive share options (“ISOs”), nonstatutory share options (“NSOs”), share appreciation rights (“SARs”), or restricted share units (“RSUs”). ISOs may be granted only to Company employees (including officers and directors who are also employees). NSOs may be granted to Company employees and consultants. The exercise price of ISOs and NSOs shall not be less than 100 % of the estimated fair value of the shares on the date of grant. The exercise price of ISOs granted to an employee who, at the time of grant, owns shares representing more than 10 % (“ 10 % shareholder”) of the voting power of all classes of shares of the Company shall be no less than 110 % of the estimated fair value of the shares on the date of grant. The options usually have a term of 10 years (or no more than five years if granted to a 10 % shareholder). Vesting conditions determined by the plan administrator may apply to share options and may include continued service, performance and/or other conditions. Generally, options and restricted share awards vest over a four-year period. 2023 Equity Incentive Plan In January 2023, prior to the IPO closing, the Company’s board of directors and shareholders approved the 2023 Equity Incentive Plan (“2023 Plan”), which became effective upon the IPO closing. The Company initially reserved 12,000,000 ordinary shares for issuance of share-based compensation awards, including ISOs, NSOs, stock appreciation rights, restricted stock units and other stock-based awards, plus shares available for issuance under the 2019 Plan. ISOs may be granted only to Company employees (including officers and directors who are also employees). Shares options granted under the 2019 Plan that are forfeited or lapse unexercised will be available for issuance under the 2023 Plan. Once the 2023 Plan became effective, no further grants were made under the 2019 Plan. Options under the 2023 Plan may be granted for periods of up to 10 years at exercise prices no less than the fair market value of the Company’s ordinary shares on the date of grant; provided, however, that the exercise price of an ISO granted to a 10 % shareholder may not be less than 110 % of the fair market value of the shares on the date of grant and such option may not be exercisable after the expiration of five years from the date of grant. Vesting conditions determined by the plan administrator may apply to share options and may include continued service, performance and/or other conditions. Generally, share options vest over a four-year period. The maximum number of ordinary shares that may be issued under the 2023 Plan as of December 31, 2024 was 26,158,435 . 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 180 Table of Contents STRUCTURE THERAPEUTICS INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) ​ 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. Options A summary of share option activity is set forth below (in thousands except per share amounts and years): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ OUTSTANDING AWARDS ​ ​ ​ ​ ​ ​ ​ WEIGHTED- ​ ​ ​ ​ ​ NUMBER OF ​ ​ ​ ​ AVERAGE ​ ​ ​ ​ ​ SHARES ​ WEIGHTED- ​ REMAINING ​ ​ ​ ​ ​ UNDERLYING ​ AVERAGE ​ CONTRACTUAL ​ AGGREGATE ​ ​ OUTSTANDING ​ EXERCISE ​ TERM ​ INTRINSIC ​ OPTIONS PRICE (IN YEARS) VALUE As of December 31, 2023 11,899 ​ ​ 3.94 8.27 ​ 117,093 Granted 3,680 ​ ​ 12.65 ​ Exercised ( 1,283 ) ​ ​ 1.44 ​ Forfeited ( 1,699 ) ​ ​ 6.66 ​ As of December 31, 2024 12,597 ​ ​ 6.36 7.84 ​ 50,294 Exercisable at December 31, 2024 6,668 ​ ​ 3.17 ​ 7.00 ​ ​ 41,106 Vested and expected to vest at December 31, 2024 12,597 ​ ​ 6.36 7.84 ​ 50,294 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying share options and the fair value of the Company’s ordinary shares for share options that were in-the-money at the end of each period. The aggregate intrinsic value of options exercised for the years ended December 31, 2024 and 2023 was $ 16.6 million and $ 3.9 million, respectively. 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. The Company estimated the fair value of share options using the Black Scholes option-pricing model. The fair value of share options is being amortized on a straight-line basis over the requisite service period of the awards. The options granted during the years ended December 31, 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: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ YEAR ENDED ​ ​ ​ DECEMBER 31, ​ ​ ​ 2024 2023 Expected term (in years) 6.0 6.1 ​ Expected volatility 101.3 % 101.3 % Risk-free interest rate 4.2 % 3.7 % Expected dividend yield 0.0 % 0.0 % ​ ​ ​ ​ ​ ​ ​ 181 Table of Contents STRUCTURE THERAPEUTICS INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) ​ Performance Options In February 2023, the Company’s board of directors approved the grant of performance share options for 1,200,000 ordinary shares, which were granted under the 2023 Equity Incentive Plan. Each share option 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. The performance milestones were not achieved in the first year following the grant, and the performance share options were cancelled in February 2024. As such, no share-based compensation expense has been or will be recognized for such performance share options. Employee Share Purchase Plan In February 2023, the Company adopted the 2023 Employee Share Purchase Plan (“ESPP”). The Company allows eligible employees to purchase shares of the Company's ordinary shares through payroll deductions at a price equal to 85 % of the lesser of the fair market value of the ordinary shares as of the first date of each offering period or the ending date of each purchase period. Each offering period is typically 24 months consisting of four purchase periods of six months . There were 1,000,000 ordinary shares initially reserved for issuance under the ESPP. The number of ordinary shares reserved for issuance will automatically increase on January 1 of each calendar year, beginning on January 1, 2024 through January 1, 2033, by the lesser of  (i) 1 % of the total number of our outstanding share capital on the last day of the calendar month before the date of the automatic increase; and (ii) 3,000,000 ordinary shares; provided that before the date of any such increase, 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. 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. Compensation expense is calculated using the fair value of the employees' purchase rights under the Black-Scholes model, which was estimated using the following weighted-average assumptions: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ YEAR ENDED ​ ​ ​ DECEMBER 31, ​ ​ ​ 2024 2023 Expected term (in years) ​ 1.3 ​ 1.2 ​ Expected volatility ​ 106.3 % 90.3 % Risk-free interest rate ​ 4.6 % 4.8 % Expected dividend yield ​ 0.0 % 0.0 % ​ ​ ​ ​ ​ ​ ​ Restricted Shares On April 29, 2019, 5,891,064 shares of the Company’s ordinary shares which were previously issued to its founders were converted to restricted ordinary shares with a vesting term of four years with 25 % of the shares vesting after one year from the vesting commencement date of April 29, 2019 and the remainder ratably on a monthly basis over the following three years , provided that the shareholder continues to provide services to the Company as of the date of such vesting. The transaction was accounted for as a grant of restricted shares with weighted-average per share grant-date fair value of $ 0.33 per share with the total compensation cost of $ 1.9 million, which was recognized over the four-year requisite service period. 182 Table of Contents STRUCTURE THERAPEUTICS INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) ​ Activity with respect to restricted shares was as follows (in thousands, except per share amounts): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ NUMBER OF SHARES ​ ​ ​ ​ ​ UNDERLYING ​ WEIGHTED- ​ ​ OUTSTANDING ​ AVERAGE ​ ​ RESTRICTED ​ GRANT DATE FAIR ​ SHARES VALUE Unvested, December 31, 2022 ​ 327 ​ $ 0.33 Vested ​ ( 327 ) ​ ​ 0.33 Unvested, December 31, 2023 — ​ — ​ ​ ​ ​ ​ ​ ​ The fair value of restricted shares vested during the year ended December 31, 2023 was $ 0.1 million. Restricted Share Units A summary of restricted share unit activity is set forth below (in thousands except per share amounts): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ WEIGHTED- ​ ​ NUMBER OF ​ AVERAGE ​ ​ UNITS ​ GRANT DATE ​ OUTSTANDING FAIR VALUE Outstanding, December 31, 2023 — ​ ​ ​ Granted (including performance-based restricted share units) ​ 1,103 ​ $ 11.89 Vested ( 7 ) ​ ​ 11.75 Forfeited ( 45 ) ​ ​ 11.75 Outstanding, December 31, 2024 1,051 ​ $ 11.90 ​ ​ ​ ​ ​ ​ ​ In March 2024, the Company granted 381,252 restricted share units with service and performance conditions to certain employees. 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. 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 The Company recognized share-based compensation as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ YEAR ENDED ​ ​ DECEMBER 31, ​ 2024 2023 Research and development ​ $ 7,992 ​ $ 3,761 General and administrative ​ 10,802 ​ 4,430 Total share-based compensation ​ $ 18,794 ​ $ 8,191 ​ ​ ​ ​ ​ ​ ​ ​ 183 Table of Contents STRUCTURE THERAPEUTICS INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) ​ 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. 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. Ordinary Share Warrants 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”). 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. 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. In February 2023, SVB fully exercised the SVB Warrant for 106,060 ordinary shares through a cashless exercise. 9. Income Taxes The components of loss before income taxes by U.S. and foreign jurisdictions were as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ YEAR ENDED ​ ​ DECEMBER 31, ​ 2024 2023 Loss before income tax expense: ​ ​ ​ ​ ​ ​ United States ​ $ ( 113,107 ) ​ $ ( 79,895 ) Foreign ​ ( 9,109 ) ​ ​ ( 9,489 ) Total ​ $ ( 122,216 ) ​ $ ( 89,384 ) ​ ​ ​ ​ ​ ​ ​ ​ The provision for (benefit from) income taxes consists of the following (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ YEAR ENDED ​ ​ DECEMBER 31, ​ ​ 2024 2023 Current tax provision (benefit): ​ ​ Federal ​ $ — ​ $ — State ​ 8 ​ 5 Foreign ​ 320 ​ 217 ​ ​ 328 ​ 222 Deferred tax provision (benefit): ​ ​ Federal ​ — ​ — State ​ — ​ — Foreign ​ ( 18 ) ​ 14 ​ ​ ​ ​ ​ Total provision (benefit) for income taxes: ​ $ 310 ​ $ 236 ​ ​ ​ ​ ​ ​ ​ 184 Table of Contents STRUCTURE THERAPEUTICS INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) ​ ​ 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: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ DECEMBER 31, ​ ​ ​ 2024 2023 Tax computed at Cayman Island statutory rate ​ — % — % U.S. federal tax differential 19.4 18.8 ​ State income tax, net of federal benefit ( 0.1 ) 6.5 ​ Changes in unrecognized tax benefits ​ ( 4.0 ) ​ ( 0.6 ) ​ Share-based compensation ( 1.7 ) ( 1.9 ) ​ Tax rate differential for international subsidiaries ( 0.2 ) 0.8 ​ Tax credits 1.6 2.3 ​ Valuation allowance ( 13.8 ) ( 26.7 ) ​ Other ( 1.5 ) 0.5 ​ Effective tax rate ( 0.3 ) % ( 0.3 ) % ​ ​ ​ ​ ​ ​ ​ 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. Significant components of the Company’s deferred tax asset or liability are shown below (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ DECEMBER 31, ​ ​ 2024 2023 Net operating loss ​ $ 26,182 ​ $ 29,217 Research and experimentation expenses ​ ​ 33,313 ​ ​ 16,911 Research credits ​ 5,054 ​ 2,631 Stock-Based compensation and bonus accrual ​ 2,433 ​ 1,737 Operating lease liability ​ 656 ​ 1,030 Related party accrued expenses ​ 1,302 ​ 1,036 Other ​ 152 ​ 213 Total deferred tax assets ​ 69,092 ​ 52,775 Valuation allowance ​ ( 68,179 ) ​ ( 51,551 ) Net deferred tax assets ​ 913 ​ 1,224 ​ ​ ​ ​ ​ ​ ​ Right-of-use assets ​ ( 487 ) ​ ( 960 ) Property and equipment ​ ​ ( 81 ) ​ ​ ( 110 ) Other ​ ​ ( 242 ) ​ ​ ( 109 ) Total deferred tax liabilities ​ ( 810 ) ​ ( 1,179 ) Net deferred tax assets ​ $ 103 ​ $ 45 ​ ​ ​ ​ ​ ​ ​ ​ The Company considers the earnings of its foreign subsidiaries to be indefinitely reinvested outside of the United States. 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. 185 Table of Contents STRUCTURE THERAPEUTICS INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) ​ The Company maintained a full valuation allowance against its U.S. net deferred tax assets as of December 31, 2024 and 2023. The valuation allowance increased by $ 16.6 million and $ 23.8 million during the years ended December 31, 2024 and 2023, respectively. 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”). 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. 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. As of December 31, 2024, the Company had U.S. federal NOLs and federal tax credit carryforwards of $ 99.2 million and $ 5.7 million, respectively. The federal NOL will begin to expire in 2036 and the federal tax credits will begin to expire in 2039 if not utilized. 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. The state NOLs will begin to expire in 2036 if not utilized. State tax credits and the federal NOLs carryforwards incurred in tax years beginning after December 31, 2017 can be carried forward indefinitely. 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. 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. 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. A reconciliation of the beginning and ending balance of total unrecognized tax benefits is as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ DECEMBER 31, ​ ​ 2024 2023 Beginning of year ​ $ 877 ​ $ 289 Additions for tax positions related to current year ​ 839 ​ 574 Additions for tax positions related to prior years ​ 6,248 ​ 14 Reductions for tax positions related to prior years ​ ​ ( 17 ) ​ ​ — End of year ​ $ 7,947 ​ $ 877 ​ ​ ​ ​ ​ ​ ​ ​ 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. This would also give rise to a corresponding increase in the valuation allowance, and would not impact the Company’s effective tax rate. 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. The potential reduction in unrecognized tax benefits during the next 12 months is not expected to be material. The Company is subject to taxation in the United States and foreign jurisdictions. As of December 31, 2024, the Company’s tax years 2017 to 2024 remain subject to examination in most jurisdictions. As of December 31, 2024, the Company was not under examination by the Internal Revenue Service, any state or foreign tax jurisdiction. Due to differing interpretations of tax laws and regulations, tax authorities may dispute the Company’s tax filing positions. The Company evaluates its exposures associated with its tax filing positions. 186 Table of Contents STRUCTURE THERAPEUTICS INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) ​ 10. Net Loss Per Share The following table sets forth the computation of basic and diluted net loss per share attributable to ordinary shareholders, which excludes unvested restricted shares and shares which are legally outstanding, but subject to repurchase by the Company (in thousands, except per share amounts): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ YEAR ENDED ​ ​ DECEMBER 31, ​ ​ 2024 2023 Numerator: ​ ​ Net loss attributable to ordinary shareholders ​ $ ( 122,526 ) ​ $ ( 89,620 ) Denominator: ​ ​ Weighted-average ordinary shares outstanding ​ 157,922 ​ 110,263 Less: weighted-average unvested restricted ordinary shares subject to repurchase ​ — ​ ( 65 ) Weighted-average ordinary shares used in computing net loss per share attributable to ordinary shareholders, basic and diluted ​ 157,922 ​ 110,198 Net loss per share attributable to ordinary shareholders, basic and diluted ​ $ ( 0.78 ) ​ $ ( 0.81 ) ​ ​ ​ ​ ​ ​ ​ ​ The following outstanding shares of potentially dilutive securities were excluded from the computation of diluted net loss per share attributable to ordinary shareholders for the periods presented because including them would have been antidilutive (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ DECEMBER 31, ​ ​ 2024 2023 Options to purchase ordinary shares 12,597 11,899 Unvested restricted share units ​ 1,051 ​ — Shares committed under ESPP ​ 217 ​ 106 Total 13,865 12,005 ​ ​ ​ ​ ​ ​ ​ ​ 11. Defined Contribution Plan The Company maintains a defined contribution plan under Section 401(k) of the Code covering substantially all full-time U.S. employees. Employee contributions are voluntary and are determined on an individual basis subject to the maximum allowable under federal tax regulations. For the years ended December 31, 2024 and 2023, the Company started to make safe-harbor matching contributions of 100 % of each dollar contributed by eligible employees, up to 4 % of an employee’s eligible compensation. The Company may also make discretionary contributions to the 401(k) plan. During the years ended December 31, 2024 and 2023, matching contributions were $ 0.6 million and $ 0.2 million, respectively. ​ 12. Related Party Transactions Ramy Farid, the President and Chief Executive Officer of Schrödinger, Inc. (“Schrödinger”) was a member of the Company’s board of directors until June 25, 2024. During the years ended December 31, 2024 and 2023, the Company had existing collaboration agreements to use the results provided by Schrödinger’s software 187 Table of Contents STRUCTURE THERAPEUTICS INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) ​ platform for its research purposes. 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 In October 2020, Lhotse Bio, Inc. (“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. Pursuant to the Lhotse-Schrödinger Agreement, a joint steering committee comprised of representatives from both parties oversees the research performed under the agreement. During the term of the Lhotse-Schrödinger Agreement and for a specified period thereafter while Lhotse is engaged in active development of any compound having activity against LPA1R that is discovered or developed under the Lhotse-Schrödinger Agreement, Schrödinger is obligated to work exclusively with Lhotse on the design, research, development and commercialization of compounds that inhibit LPA1R. Lhotse will solely own the research results, work product, inventions and other intellectual property generated under the Lhotse-Schrödinger Agreement that are directed to LPA1R. Under the Lhotse-Schrödinger Agreement, Lhotse is obligated to pay Schrödinger a quarterly active program payment in the low six digits for each successive three-month period during which Schrödinger continues to perform research work as agreed by the parties, and as of December 31, 2024, the Company has paid to Schrödinger an aggregate of $ 0.8 million. If Lhotse develops and commercializes a product containing a compound (a “Lhotse Collaboration Compound”), that is discovered or developed under the Lhotse-Schrödinger Agreement (a “Lhotse Collaboration Product”), Lhotse is obligated to pay Schrödinger development and regulatory milestone payments of up to an aggregate of $ 17.0 million, regardless of the number of Lhotse Collaboration Products that reach such milestones. Lhotse will also be obligated to pay Schrödinger tiered royalties on a Lhotse Collaboration Product-by-Lhotse Collaboration Product basis equal to low single digit percentages on aggregate worldwide net sales of Lhotse Collaboration Products, subject to specified reductions and offsets. Lhotse’s obligation to pay royalties to Schrödinger will expire on a Lhotse Collaboration Product-by-Lhotse Collaboration Product and country-by-country basis on the later of (i) the expiration of the last-to-expire Lhotse patent claim covering the composition of matter of the Lhotse Collaboration Compound contained in such Lhotse Collaboration Product in such country, (ii) the expiration of regulatory, pediatric, orphan drug, or data exclusivity with respect to such Lhotse Collaboration Product in such country, and (iii) ten years after the first commercial sale of such Lhotse Collaboration Product in such country (the “Lhotse Royalty Term”). Unless terminated earlier, the Lhotse-Schrödinger Agreement will continue for three years , subject to extension by mutual written agreement of the parties. Either party may terminate the Lhotse-Schrödinger Agreement for the other party’s uncured material breach, subject to certain notice and cure periods, or for the other party’s bankruptcy or insolvency. Lhotse’s obligation to make milestone and royalty payments (subject to the Lhotse Royalty Term) to Schrödinger continues after the expiration or termination of the Lhotse-Schrödinger Agreement. As of December 31, 2024, no milestone or royalty payments have been paid or accrued. Aconcagua Collaboration Agreement with Schrödinger In November 2023, Aconcagua Bio, Inc. (“Aconcagua”), the Company’s wholly-owned subsidiary, entered into a collaboration agreement (the “Aconcagua-Schrödinger Agreement”) with Schrödinger to discover and 188 Table of Contents STRUCTURE THERAPEUTICS INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) ​ develop novel, small molecule modulators of a specific target. Under the Aconcagua-Schrödinger Agreement, Schrödinger is obligated to provide computational modeling and design support, including by using its technology platform to perform virtual screens, and Aconcagua is obligated to provide day-to-day chemistry and biology support. Pursuant to the Aconcagua-Schrödinger Agreement, a joint steering committee comprised of representatives from both parties oversees the research performed under the agreement. During the term of the Aconcagua-Schrödinger Agreement or if longer, for a specified number of years after the effective date of the Aconcagua-Schrödinger Agreement, Schrödinger is obligated, subject to certain exceptions, to work exclusively with Aconcagua on the design, research, development and commercialization of compounds that inhibit the target. Aconcagua will solely own the research results, work product, inventions and other intellectual property generated under the Aconcagua-Schrödinger Agreement other than improvements to Schrödinger’s background intellectual property. During the term of the Aconcagua-Schrödinger Agreement, Aconcagua is obligated to pay Schrödinger a monthly active program payment in the low six digits, which payment includes fees payable for certain Schrödinger software employed in the Collaboration, and as of December 31, 2024, the Company has paid to Schrödinger an aggregate of $ 3.3 million. If Aconcagua develops and commercializes a product containing a compound (“Aconcagua Collaboration Compound”) that is discovered or developed under the Aconcagua-Schrödinger Agreement or a derivative thereof (“Aconcagua Collaboration Product”), Aconcagua is obligated to pay Schrödinger development, regulatory and commercialization milestone payments of up to an aggregate of $ 89.0 million for the first Aconcagua Collaboration Product to achieve a particular milestone event, regardless of the number of Aconcagua Collaboration Products that reach such milestones. Aconcagua will also be obligated to pay Schrödinger tiered royalties in the low single digit range on aggregate worldwide net sales of all Aconcagua Collaboration Products, subject to specified reductions and offsets. Aconcagua’s obligation to pay royalties to Schrödinger will expire on a Aconcagua Collaboration Product-by-Aconcagua Collaboration Product and country-by-country basis on the later of (i) the expiration of the last-to-expire Aconcagua owned patent claim covering the composition of matter of the Aconcagua Collaboration Compound contained in such Aconcagua Collaboration Product in such country and (ii) ten years after the first commercial sale of such Aconcagua Collaboration Product in such country (“Aconcagua Royalty Term”). Unless terminated earlier, the Aconcagua-Schrödinger Agreement will continue for three years , subject to extension by mutual written agreement of the parties. Either party may terminate the Aconcagua-Schrödinger Agreement for convenience after a specified period or for the other party’s uncured material breach. Aconcagua’s obligation to make milestone and royalty payments (subject to the Aconcagua Royalty Term) to Schrödinger continues after the expiration or termination of the Aconcagua-Schrödinger Agreement, unless the Aconcagua-Schrödinger Agreement is terminated under specified circumstances. As of December 31, 2024, no milestone or royalty payments have been paid or accrued under this agreement. Purchase of non-voting ordinary shares by BVF In May 2023, the Company entered into an Exchange Agreement with BVF, who in the aggregate 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. 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 $ 12.49 189 Table of Contents STRUCTURE THERAPEUTICS INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) ​ 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. ​ ​ ​ ​ ​ 190 Table of Contents Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure. None. ​