Vanda Pharmaceuticals Inc 2024年度报告

☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIESEXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIESEXCHANGE ACT OF 1934 Commission File No. 001-34186 VANDA PHARMACEUTICALS INC. (Exact name of registrant as specified in its charter) Delaware(State or other jurisdiction ofincorporation or organization) 03-0491827 (I.R.S. EmployerIdentification No.) 2200 Pennsylvania Avenue NW, Suite 300 EWashington, DC 20037(Address of principal executive offices) (202) 734-3400(Registrant’s telephone number, including area code) Securities registered pursuant to Section 12(b) of the Exchange Act: Trading Symbol(s)VNDA Title of each classCommon Stock, par value $0.001 per shareSeries A Junior Participating Preferred StockPurchase Right, par value $0.001 per share Securities registered pursuant to Section 12(g) of the Exchange Act: None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the SecuritiesAct.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 ExchangeAct.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 theSecurities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required tofile such reports), 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 periodthat the registrant was required to submit such files).Yes☒No☐ Table of Contents Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smallerreporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,”“smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filer☐Accelerated filer☒Non-accelerated filer☐Smaller reporting company☐Emerging growth company☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transitionperiod for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of theExchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment ofthe effectiveness of its internal control over financial 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 audit report.Yes☒No☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Securities Exchange Act of1934).Yes☐No☒ 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-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to§240.10D-1(b).☐ As of June 30, 2024, the last business day of the registrant’s last completed second quarter, the aggregate market value ofthe Common Stock held by non-affiliates of the registrant was approximately $319.5 million based on the closing price of theregistrant’s Common Stock, as reported by The Nasdaq Global Market, on such date. Shares of Common Stock held by eachexecutive officer and director have been excluded since such persons may be deemed affiliates. This determination of affiliatestatus is not necessarily a conclusive determination for other purposes. The number of shares of the registrant’s Common Stock, par value $0.001 per share, outstanding as of February 7, 2025was 58,316,044. DOCUMENTS INCORPORATED BY REFERENCE Specified portions of the registrant’s proxy statement with respect to the registrant’s 2025 Annual Meeting of Stockholders,which is to be filed pursuant 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 this Form 10-K. Vanda Pharmaceuticals Inc.Form 10-K Table of Contents Part I Cautionary Note Regarding Forward-Looking StatementsSummary of Principal Risk FactorsItem 1BusinessItem 1ARisk FactorsItem 1BUnresolved Staff CommentsItem 1CCybersecurityItem 2PropertiesItem 3Legal ProceedingsItem 4Mine Safety Disclosures Part II Item 5Market for Registrant’s Common