Verve Therapeutics Inc 2024年度报告

UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549FORM 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 OF 1934 FOR THETRANSITION PERIOD FROMTOCommission File Number 001-40489 VERVE THERAPEUTICS, INC. (Exact name of Registrant as specified in its Charter) 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 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 Securities Exchange Act of 1934during 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 filingrequirements for the past 90 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 ofRegulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit suchfiles). 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 anemerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growthcompany” in Rule 12b-2 of 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 newor 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 the effectiveness of its internalcontrol over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm thatprepared 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 thefiling 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 compensationreceived 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 Act). Yes☐No☒ The aggregate market value of the voting and non-voting common stock held by non-affiliates of the registrant was $345.2 million based on the closingprice of the registrant’s common stock on Nasdaq as of June 28, 2024, the last business day of the registrant’s most recently completed second quarter. The number of shares of registrant’s common stock outstanding as of February 20, 2025 was 88,795,768. DOCUMENTS INCORPORATED BY REFERENCE Portions of the registrant’s definitive proxy statement that will be filed for the 2025 Annual Meeting of Stockholders which the registrant intends to filewith the Securities and Exchange Commission not later than 120 days after the registrant’s fiscal year ended December 31, 2024, are incorporated byreference in Part III of this Annual Report on Form 10-K. Table of Contents FORWARD-LOOKING STATEMENTSRISK FACTOR SUMMARY PART I Item 1.Business5Item 1A.Risk Factors56Item 1B.Unresolved Staff Comments124Item 1C.Cybersecurity124Item 2.Properties125Item 3.Legal Proceedings125Item 4.Mine Safety Disclosures126 PART II Item 5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchasesof Equity Securities127Item 6.[Reserved]129Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations130Item 7A.Quantitative and Qualitative Disclosures About Market Risk141Item 8.Financial Statements and Supplementary Data142Item 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 a