Bicycle Therapeutics Ltd ADR 2024年度报告

(Mark One) Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule405 of the Securities Act.Yes⌧No◻ Indicate by check mark whether the registrant (1)has filed all reports required to be filed by Section13 or 15(d)of the Securities Exchange Act of 1934 during the preceding12months (or for such shorter period that the registrant was required to file such reports), and (2)has been subject to such filing requirements for the past 90days.Yes⌧No◻ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule405 of RegulationS-T duringthe preceding 12months (or for such shorter period that the registrant was required to submit such files).Yes⌧No◻ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growthcompany. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule12b-2 of the Exchange Act. Large accelerated filer⌧ Non-accelerated filer◻ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financialaccounting standards provided pursuant to Section13(a)of the Exchange Act.◻ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect thecorrection of an error to previously issued financial statements.◻ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of theregistrant’s executive officers during the relevant recovery period pursuant to § 240.10D-1(b).◻ Indicate by check mark whether the registrant is a shell company (as defined in Rule12b-2 of the Exchange Act). Yes◻No⌧ The aggregate market value (approximate)of the registrant’s voting and non-voting common equity held by non-affiliates based on the closing price per American DepositaryShare, or ADS, of the registrant’s ADSs on The Nasdaq Global Select Market on June 30, 2024 (the last business day of the registrant’s most recently completed second fiscal quarter) was $758,541,179. As of February 20, 2025, the registrant had47,710,256ordinary shares, nominal value £0.01 per share, and21,492,099non-voting ordinary shares, nominal value £0.01 per Portions of the registrant’s definitive proxy statement, or Proxy Statement, for its 2025 Annual General Meeting, which the registrant intends to file pursuant to Regulation 14Awith the Securities and Exchange Commission not later than 120 days after the registrant’s fiscal year ended December 31, 2024, are incorporated by reference intoPart III of this Annual Report on Form 10-K. SPECIAL NOTE REGARDING FORWARD LOOKING STATEMENTS This Annual Report on Form10-K, or this Annual Report, contains forward-looking statements whichare made pursuant to the safe harbor provisions of Section27A of the Securities Act of 1933, as amended, orthe Securities Act, and Section21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act.These statements may be identified by such forward-looking terminology as “will,” “may,” “should,”“expects,” “intends,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “potential,” “continue” orvariations of these words or similar expressions that are intended to identify forward-looking statements,although not all forward-looking statements contain these words. Any forward-looking statement involvesknown and unknown risks, uncertainties and other factors that may cause our actual results, levels of activity,performance or achievements to differ materially from any future results, levels of activity, performance orachievements expressed or implied by such forward-looking statement. Forward-looking statements includestatements, other than statements of historical fact, about, among other things: ●the initiation, timing, progress and results of our preclinical studies and clinical trials, and ourresearch and development programs;●our ability to advance our product candidates into, and successfully complete, clinical trials;●our reliance on the success of our product candidates in our pipeline programs for our Bicycle®Toxin Conjugate, or BTC®molecules, Bicycle Radionuclide Conjugates, or BRC®molecules,and Bicycle Tumor-Targeted Immune Cell Agonist®, or BicycleTICA®molecules, as well as ourother pipeline programs;●our ability to utilize our screening platform to identify and advance additional product candidatesinto clinical development;●the timing or likelihood of regulatory filings and approvals;●the commercialization of our product candidates, if approved;●our ability to develop sales and marketing capabilities;●the pricing, cove