Cara Therapeutics Inc 2024年度报告

☒ANNUALREPORTPURSUANTTOSECTION13OR15(d)OFTHESECURITIES EXCHANGE ACTOF 1934 ☐TRANSITION REPORT PURSUANT TO SECTION13 OR 15(d)OF THE SECURITIES EXCHANGEACT OF 1934 COMMISSION FILE NUMBER:001-36279 Securities registered pursuant to Section12(b)of the Act: 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 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 Securities ExchangeAct of 1934 during the preceding 12months (or for such shorter period that the registrant was required to file such reports), and (2)has beensubject 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 toRule405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12months (or for such shorter period that the registrant was requiredto submit such files).Yes⌧No◻ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reportingcompany, or an emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company”, and“emerging growth company” in Rule12b-2 of the Exchange Act. Acceleratedfiler☐SmallerReportingCompany☒Emerging growth company☐ 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 Section13(a)of the Exchange Act.◻ 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 public accountingfirm that prepared or issued its audit report.☐ Indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error topreviously issued financial statements. Yes☐No⌧ 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).Yes☐No⌧ Indicate by check mark whether the registrant is a shell company (as defined in Rule12b-2 of the Act).Yes☐No⌧ The aggregate market value of the registrant’s Common Stock (the only common equity of the registrant) held by non-affiliates, based onthe closing sales price of the stock on the Nasdaq Stock Market for the last business day of the registrant’s most recently completed second fiscalquarter, was $12,141,593. For purposes of this calculation, shares of common stock held by directors and officers and their affiliated entities atJune30, 2024 were excluded. Exclusion of shares held by any person should not be construed to indicate that the person possesses the power,direct or indirect, to direct or cause the direction of the management or policies of the registrant, or that the person is controlled by or undercommon control with the registrant. The number of shares outstanding of the registrant’s Common Stock, par value $0.001 per share, as of March6, 2025 was4,573,606. Documents Incorporated By ReferenceNone CARA THERAPEUTICS,INC.2024 ANNUAL REPORT ON FORM10-KTABLE OF CONTENTS PART I Item 1.Business.5Item 1A.Risk Factors.26Item 1B.Unresolved Staff Comments.80Item 1C.Cybersecurity.80Item 2.Properties.81Item 3.Legal Proceedings.81Item 4.Mine Safety Disclosures.82 PART II Item 5.Market for Registrant’s Common Equity, Related Stockholder Matters and IssuerPurchases of Equity Securities.82Item 6.[Reserved]84Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations.84Item 7A.Quantitative and Qualitative Disclosures About Market Risk.110Item 8.Financial Statements and Supplementary Data.112Item 9.Changes in and Disagreements With Accountants on Accounting and Financial Disclosure.167Item 9A.Controls and Procedures.167Item 9B.Other Information.167Item 9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.168 PART III PART IV Item 15.Exhibit and Financial Statement Schedules.193 Item 16.Form 10-K Summary.198 PARTI In this Annual Report on Form10-K, unless the context otherwise dictates, the terms “we,”“us,” “Cara,” the “Company” and “our” refer to Cara Therapeutics,Inc. Cautionary NoteRegarding Forward-Looking Statements This Annual Report on Form10-K contains forward-looking statements, within the meaning ofthe Private Securities Litigation Reform Act of 1995, that involve