Xenon制药 2024年度报告

/s/ Ian C. Mortimer /s/ Dawn Svoronos XENON PHARMACEUTICALS INC. Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. YESNO Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. YESNO 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 12months (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 past 90 days. YESNO 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 (§232.405of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit such files). YESNO 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 emerging growthcompany. See the definitions of“large accelerated filer,”“accelerated filer,”“smaller reporting 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 for complying with any new or revised financialaccounting 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 over financialreporting 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 the registrant included in the filing reflect the correctionof 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 theregistrant’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). YESNO The aggregate market value of the voting and non-voting common equity held by non-affiliates of the Registrant, based on the closing price of the common shares on The NasdaqGlobal Market on June 30, 2024, was approximately $2,946.2 million. Common shares held by each executive officer and director and by each other person who may be deemedto be an affiliate of the Registrant, have been excluded from this computation. This determination of affiliate status is not necessarily a conclusive determination for otherpurposes. The number of common shares of the Registrant outstanding as of February 24, 2025 was 76,542,811. DOCUMENTS INCORPORATED BY REFERENCE Portions of the Registrant’s Definitive Proxy Statement relating to the 2024 Annual Meeting of Shareholders, which will be filed with the Securities and ExchangeCommission subsequent to the date hereof, are incorporated by reference into Part III of this Report. Such Proxy Statement will be filed with the Securities andExchange Commission not later than 120 days following the end of the Registrant’s fiscal year ended December 31, 2024. XENON PHARMACEUTICALS INC. FORM 10-K For the Fiscal Year Ended December 31, 2024Table of Contents PagePART I.......................................................................................................................................................................................1Item 1.Business ..................................................................................................................................................................3Item 1A.Risk Factors.............................................................................................................................................................27Item 1B.Unresolved Staff Comments ...................................................................................................................................66Item 1C.Cybersecurity ..........................................................................................................................................................67Item 2.Properties ................................................................................................................................................................68Item 3.Legal Proceedings ...................................................................................................................................................68Item 4