Climb Bio Inc 2024年度报告

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 whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during thepreceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past90 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 of RegulationS-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, smaller reporting company, or an emerginggrowth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2of the Exchange Act. Large accelerated filer☐Non-accelerated filer☒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 complying with any new or revisedfinancial 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 control overfinancial 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 auditreport.☐ 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 the filing reflectthe 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 ofthe 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 28, 2024, the market value of voting stock held by non-affiliates of the registrant was $195.9million. The calculation of the aggregate market value ofvoting and non-voting stock excludes certain shares of the registrant’s common stock held by current executive officers, directors and stockholders that theregistrant has concluded are affiliates of the registrant. Exclusion of such shares should not be construed to indicate that any such person possesses the power, director indirect, to direct or cause the direction of the management or policies of the registrant or that such person is controlled by or under common control with theregistrant. As of March 21, 2025, the registrant had67,475,395shares of common stock, $0.0001 par value per share, outstanding. DOCUMENTS INCORPORATED BY REFERENCE Portions of the registrant’s definitive proxy statement for its 2025 Annual Meeting of Stockholders, which the registrant intends to file pursuant to Regulation 14A with theSecurities and Exchange Commission not later than 120 days after the registrant’s fiscal year ended December 31, 2024, are incorporated by reference into Part III of this 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 EquitySecurities101Item 6.[Reserved]101Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations102Item 7A.Quantitative and Qualitative Disclosures About Market Risk111Item 8.Financial Statements and Supplementary Data112Item 9.Changes in and Disagreements With Accountants on Accounting and Financial Disclosure142Item 9A.Controls and Procedures142Item 9B.Other Information143Item 9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections143 PART III Item 10.Directors, Executive Officers and Corporate Governance144Item 11.Executive Compensation144Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters144Item 13.Certain Relationships and Related Transactions, and Director Independence144Item 14.Principal Accounting Fees and Services144 PART IV Item 15.Exhibits, Financial Statement Schedules145Item 16.Form 10-K Summary148 CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS This