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(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 if the Registrant is not required to file reports pursuant to Section 13 or 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 SecuritiesExchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file suchreports), 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, 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. 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)) bythe 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-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 Rule 12b-2 of the Exchange Act). Yes☐No☐As of June 30, 2024, the last day of the registrant’s most recently completed second fiscal quarter, the aggregate market value of thevoting and non-voting common equity held by non-affiliates of the registrant was approximately $527.9 million.The number of shares of Registrant’s common stock outstanding as of March 21, 2025 was 33,196,997. Portions of the Registrant’s definitive Proxy Statement relating to the 2025 Annual Meeting of Stockholders are incorporated hereinby reference in Part III of this Annual Report on Form 10-K to the extent stated herein. Such proxy statement will be filed with theSecurities and Exchange Commission within 120 days of the registrant’s fiscal year ended December 31, 2024. TABLE OF CONTENTS Page PART I Item 1.BusinessItem1A.Risk FactorsItem1B.Unresolved Staff CommentsItem1C.CybersecurityItem 2.PropertiesItem 3.Legal ProceedingsItem 4.Reserved PART II Item 5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases ofEquity Securities101Item 6.Reserved101Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations102Item7A.Reserved111Item 8.Financial Statements and Supplementary Data112Item 9.Changes in and Disagreements With Accountants on Accounting and Financial Disclosure141Item9A.Controls and Procedures141Item9B.Other Information142Item9C.Disclosure Regarding Foreign Jurisdiction that Prevent Inspections142 PARTIIIItem10.Directors, Executive Officers and Corporate Governance Item11.Executive Compensation143Item12.Security Ownership of Certain Beneficial Owners and Management and Related StockholderMatters143Item13.Certain Relationships and Related Transactions, and Director Independence143Item14.Principal Accounting Fees and Services143 PARTIVItem15.Exhibits, Financial Statement Schedules SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS This Annual Report on Form 10-K, or Annual Report, contains forward-looking statements that involve risks anduncertainties. We make such forward-looking statements pursuant to the safe harbor provisions of the PrivateSecurities Litigation Reform Act of 1995 and other federal securities laws. All statements other than statementsof historical facts contained in this Annual Report, including statements regarding our future results of operationsand financial position, business strategy, development plans, planned preclinical studies and clinical trials, futureresults of clinical tri