PROCEPT BioRobotics Corp 2024年度报告

(Mark One) ýANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the fiscal year endedDecember31, 2024 OR oTRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the transition period from ________ to ________ Commission file number001-04321___________________________________ PROCEPT BIOROBOTICS CORPORATION (Exact name of registrant as specified in its charter)___________________________________ 3841 26-0199180 (Primary Standard IndustrialClassification Code Number) (I.R.S. Employer Identification No.) 150 Baytech DriveSan Jose,CA(Address of Principal Executive Offices) 95134 (Zip Code) (650)232-7200Registrant's telephone number, including area code Securities registered pursuant to Section 12(b) of the Act: Securities registered pursuant to Section 12(g) of the Act: None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.YesxNoo Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.YesoNox Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Actof 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports); and (2) has been subjectto such filing requirements for the past 90 days.YesxNoo Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required tosubmit such files).YesxNoo Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reportingcompany. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the ExchangeAct. (Check one): If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complyingwith any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.o Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of itsinternal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered publicaccounting firm that prepared or issued its audit report.x If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrantincluded in the filing reflect the correction 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-basedcompensation received by any of the registrant’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 Rule 12b-2 of the Act). YesoNox As of June 30, 2024, the aggregate market value of shares held by non-affiliates of the Registrant (based upon the closing sale prices of suchshares on the Nasdaq Global Market on June 30, 2024) was approximately $3.1billion. Shares of common stock held by each executive officer,director, and their affiliated holders have been excluded in that such persons may be deemed to be affiliates. The determination of affiliatestatus for this purpose is not necessarily a conclusive determination for any other purpose. The registrant had outstanding54,818,700shares of common stock as of February20, 2025. Portions of the registrant’s definitive Proxy Statement for its 2025 Annual Stockholders’ Meeting, to be filed within 120 days of the registrant’sfiscal year ended December31, 2024, are incorporated by reference into Part III of this Annual Report on Form 10-K, Table of Contents PagePart IItem 1. Business5Item 1A. Risk Factors28Item 1B. Unresolved Staff Comments76Item 1C.Cybersecurity76Item 2. Properties77Item 3. Legal Matters77Item 4. Mine Safety Disclosures77Part IIItem 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of EquitySecurities78Item 6.[Reserved]79Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations80Item 7A. Quantitative and Qualitative Disclosures about Market Risk89Item 8. Financial Statements and Supplementary DataF-1Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure108Item 9A. Controls and Procedures108Item 9B. Other Information108Item 9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections108Part IIIItem 10. Dire