Prothena Corp plc 2024年度报告

FORM10-K (Mark One) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIESEXCHANGE ACT OF 1934 For the year endedDecember31, 2024 ☐TRANSITION REPORT PURSUANT TO SECTION13 OR 15(d) OF THE SECURITIESEXCHANGE ACT OF 1934 For the transition period fromto Commission file number:001-35676______________________________________ PROTHENA CORPORATION PUBLIC LIMITED COMPANY (Exact name of registrant as specified in its charter)______________________________________ Ireland(State or other jurisdiction ofincorporation or organization) 98-1111119(I.R.S. EmployerIdentification No.) 77 Sir John Rogerson’s Quay, Block CGrand Canal DocklandsDublin 2,D02 VK60,Ireland(Address of principal executive offices including Zip Code) Registrant’s telephone number, including area code:011-353-1-236-2500 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. Yes☒No☐ Indicate by check mark if the registrant is not required to file reports pursuant to Section13 or Section15(d) of the 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 SecuritiesExchange Act of 1934 during the preceding 12 months (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 90 days.Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submittedpursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that theregistrant 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 smallerreporting company, or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reportingcompany,” and “emerging growth company” in Rule12b-2 of the Exchange Act. ☒Accelerated filer☐SmallerreportingcompanyEmerging growth company Large accelerated filerNon-accelerated filer If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transitionperiod for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the ExchangeAct.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of theeffectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C 7262(b))by the registered public accounting firm that prepared or issued its audit report.☒ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements ofthe registrant included 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 ofincentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuantto §240.10D-1(b).☐ Indicateby check mark whether the registrant is a shell company(as defined in Rule 12b-2 of the ExchangeAct).Yes☐No☒ As of June30, 2024, the last business day of the registrant’s most recently completed second fiscal quarter, the aggregate marketvalue of the voting shares held by non-affiliates of the registrant was approximately $870.3million based on the last reported sale ofthe registrant’s ordinary shares on the Nasdaq Global Market on such date. 53,826,982of the Registrant’s ordinary shares, par value $0.01 per share, were outstanding as ofFebruary20, 2025. DOCUMENTS INCORPORATED BY REFERENCE Portions of the registrant’s Proxy Statement to be delivered to shareholders in connection with the registrant’s Annual GeneralMeeting of Shareholders to be held on May13, 2025, are incorporated by reference into Part III of this Form 10-K. The registrantintends to file its Proxy Statement within 120 days after its fiscal year ended December31, 2024. PROTHENA CORPORATION PLCAnnual Report on Form 10-KFor the Year Ended December 31, 2023 TABLE OF CONTENTS PagePART I.1Item1. Business1Item1A. Risk Factors24Item 1B. Unresolved Staff Comments61Item 1C. Cybersecurity61Item2.Properties61Item3. Legal Proceedings62Item 4. Mine Safety Disclosures62PART II.63Item5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of EquitySecurities63Item6. [Reserved]66Item7. Management’s Discussion and Analysis of Financial Condition and Results of Operations66Item7A. Quantitative and Qualitative Disclosures About Mark