Seres Therapeutics Inc 2024年度报告

SECURITIES AND EXCHANGE COMMISSION (Mark One) ☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGEACT OF 1934 For the fiscal year endedDecember 31,2024OR TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIESEXCHANGE ACT OF 1934 For the transition period fromtoCommission File Number:001-37465le Seres Therapeutics, Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware(State or Other Jurisdiction ofIncorporation or Organization)101 Cambridgepark DriveCambridge,Massachusetts(Address of Principal Executive Offices) (Registrant’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.Yes☐No☒ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.Yes☐No☒ 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 Act of 1934during 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 requirementsfor the past 90 days.Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 ofRegulation S-T (§ 232.405 of this chapter) during the preceding 12 months (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 anemerging growth company. See the definitions of the "large accelerated filer," "accelerated filer," "smaller reporting company," and “emerging growth company” inRule 12b-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 for complying with any new orrevised financial accounting standards provided pursuant to section 13(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 its internal controlover 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 itsaudit report.☒ 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 thefiling 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-based compensation receivedby 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).Yes☐No☒ The aggregate market value of the voting and non-voting common stock held by non-affiliates of the registrant based on the closing price of the registrant’scommon stock as reported on the Nasdaq Global Select Market on June 28, 2024, was$87,098,863. Solely for purposes of this disclosure, shares of common stockheld by executive officers, directors and certain stockholders of the registrant as of such date have been excluded because such holders may be deemed to beaffiliates. As of March 7, 2025 there were174,358,753shares of the registrant’s common stock, par value $0.001 per share, outstanding. Portions of the registrant’s definitive Proxy Statement relating to its2025 Annual Meeting of Stockholders to be filed with the SEC within 120 days after theend of the fiscal year ended December 31, 2024are incorporated herein by reference in Part III. TABLE OF CONTENTS PART I. Item 1.BusinessItem 1A.Risk FactorsItem 1B.Unresolved Staff CommentsItem 1C.CybersecurityItem 2.PropertiesItem 3.Legal ProceedingsItem 4.Mine Safety Disclosures PART II.Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of EquitySecurities73Item 6.[Reserved]73Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations74Item 7A.Quantitative and Qualitative Disclosures about Market Risk91Item 8.Financial Statements and Supplementary Data91Item 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure91Item 9A.Controls and Procedures91Item 9B.Other Information92Item 9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections92 PART III.Item 10. Directors, Executive Officers and Corporate Governance93Item 11.Executive Compensation97Item 12.Secu