Milestone Pharmaceuticals Inc 2024年度报告

FORM10-K 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 12months (or for such shorter period that the registrant was required to file such reports), and (2)hasbeen subject to such filing requirements for the past 90days.Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically, if any, every Interactive Data File required to be submittedpursuant to Rule405 of RegulationS-T during the preceding 12months (or for such shorter period that the registrant was required to submit andpost 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 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. If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with 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 ofits internal 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. 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).☐ 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 common equity held by non-affiliates based on the closing price of a shareof the registrant’s common share for The Nasdaq Stock Market on June30, 2024 (the last business day of the registrant’s most recently completedsecond fiscal quarter) was $69.8million. As of March 13th, 2025, the total number of shares outstanding of the registrant’s Common Shares was53,353,984shares, net of treasuryshares. DOCUMENTS INCORPORATED BY REFERENCE: Portions of the registrant’s definitive proxy statement for the registrant’s 2024 annual meeting of stockholders, to be filed within 120days after the close of the registrant’s fiscal year, are incorporated by reference into Part III of this Annual Report. Table of Contents TABLE OF CONTENTS Special Note Regarding Forward-Looking Statements Summary of Risk Factors5 PART IItem1. Business7Item1A. Risk Factors30Item1B. Unresolved Staff Comments75Item 1C. Cybersecurity76Item2. Properties78Item3. Legal Proceedings78Item4. Mine Safety Disclosures78 PART II Item11. Executive Compensation123 Item12. Security Ownership of Certain Beneficial Owners and Management and RelatedStockholder Matters123Item13. Certain Relationships and Related Transactions, and Director Independence123 Item16. Form 10-K Summary “Milestone Pharmaceuticals” and the Milestone logo appearing in this Annual Report on Form10-Kare unregistered trademarks of Milestone Pharmaceuticals Inc. All other trademarks, trade names andservice marks appearing in this Annual Report on Form10-K are the property of their respectiveowners. Solely for convenience, the trademarks and trade names in this Annual Report on Form10-Kmay be referred to without the ® and ™ symbols, but such references should not be construed as anyindicator that their respective owners will not assert their rights thereto. This Annual Report on Form10-K contains references to United States dollars and Canadian dollars.All dollar amounts referenced, unless otherwise indicated, are expressed in United States dollars.References to “$” are to United States dollars and references to “C$” are to Canadian dollars. SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS This Annual Report on Form10-K contains forward-looking statements about us and our industry thatinvolve substantial risks and uncertainties. All statements other than statements of historical factscontained in this Annual Report on Form10-K, including statements regarding our strategy, futurefinancial condition, future operations, projected costs, prospects, plans, objectives of management andexpected market growth, are forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “aim,” “anticipate,” “assume,” “believe,” “contemplate,”“continue,” “could,” “design,” “due,” “estimate,” “expect,” “goal,” “intend,” “may,