Candel Therapeutics Inc 2024年度报告

FORM 10-K (Mark One)☐ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended December 31, 2024OR☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF1934 FOR THE TRANSITION PERIOD FROMTOCommission File Number 001-40629t CANDEL THERAPEUTICS, INC. (Exact name of Registrant as specified in its Charter) 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 whether the Registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of theSecurities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required tofile 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 periodthat 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 smallerreporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smallerreporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filer☐Accelerated filer☐Non-accelerated filer☐Smaller reporting company☐Emerging growth company☐ 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 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 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 of theregistrant 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 of incentive-based compensation 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 Exchange Act). YES☐NO☐The aggregate market value of voting stock held by non-affiliates of the registrant on June 30, 2024, based on the closing priceof $6.20 for shares of the registrant’s common stock as reported by the Nasdaq Global Market, was approximately $162.9million. This calculation does not reflect a determination that certain persons are affiliates of the registrant for any otherpurposes. The number of shares of registrant’s Common Stock outstanding as of March 6, 2025 was 47,235,460.DOCUMENTS INCORPORATED BY REFERENCE Portions of the registrant’s definitive proxy statement for its 2025 Annual Meeting of Stockholders (the Proxy Statement) areincorporated by reference in Part III of this Annual Report on Form 10-K. Such Proxy Statement will be filed with the U.S.Securities and Exchange Commission within 120 days after the end of the fiscal year to which this report relates. Except withrespect to information specifically incorporated by reference in this Form 10-K, the Proxy Statement is not deemed to be filed aspart of this Form 10-K. Table of Contents Page 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 IssuerPurchases of Equity Securities100Item 6.[Reserved]100Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations101Item 7A.Quantitative and Qualitative Disclosures About Market Risk117Item 8.Financial Statements and Supplementary Data117Item 9.Changes in and Disagreements With Accountants on Accounting and Financial Disclosure117Item 9A.Controls and Procedures117Item 9B.Other Information118 Item 9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections 118 PART III Item 10.Directors, Executive Officers and Corporate Governance119Item 11.Executive Compensation119Item 12.Security Ownership of Certain Beneficial Owners and Management and RelatedStockholder Matters119Item 13.Certain Relationships and Related Transactions, and Director Independence119