Septerna Inc 2024年度报告

Septerna, Inc. (Exact Name of Registrant as Specified in its Charter) Securities registered pursuant to Section 12(b) of the Act: 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 1934 during 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 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 Regulation 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 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. Accelerated Filer☐Smaller Reporting Company☒Emerging Growth Company☒ Large Accelerated Filer☐Non-accelerated Filer☒ 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 Act).Yes☐No☒ As of June 28, 2024, the last business day of the registrant’s most recently completed second quarter, there wasnoestablished public trading market for theregistrant’s equity securities as the Registrant was not a public company and therefore cannot calculate the aggregate market value of its voting and non-votingequity held by non-affiliates as of such date. The registrant’s common stock began trading on the Nasdaq Global Market on October 25, 2024. As of March 17, 2025, the registrant had44,442,496shares of common stock, $0.001 par value per share, outstanding. DOCUMENTS INCORPORATED BY REFERENCE Portions of the registrant’s definitive proxy statement relating to its 2025 Annual Meeting of Stockholders, to be filed with the Securities and Exchange Commissionpursuant to Regulation 14A within 120 days after the end of the registrant’s fiscal year ended December 31, 2024, are incorporated by reference into Part III of thisAnnual Report on Form 10-K to the extent stated herein. TABLE OF CONTENTS Special Note Regarding Forward-Looking StatementsRisk Factor Summary 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 EquitySecurities102Item 6.[Reserved]103Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations104Item 7A.Quantitative and Qualitative Disclosures About Market Risk116Item 8.Financial Statements and Supplementary Data116Item 9.Changes in and Disagreements With Accountants on Accounting and Financial Disclosure116Item 9A.Controls and Procedures116Item 9B.Other Information117Item 9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections117 PART III.Item 10. Directors, Executive Officers and Corporate Governance118Item 11.Executive Compensation118Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters118Item 13.Certain Relationships and Related Transactions, and Director Independence118Item 14.Principal Accounting Fees and Services118 PART IV.Item 15. Exhibits and Financial Statement Schedules119Item