
(Mark One)☒QUARTERLY REPORT PURSUANT TO SECTION13 OR 15(d)OF THE SECURITIES EXCHANGE ACT OF1934 Commission File Number:001-38916 Bicycle Therapeutics plc (Exact Name of Registrant as Specified in its Charter) Registrant’s telephone number, including area code:+441223 261503 *Not for trading, but only in connection with the listing of the American Depositary Shares on the Nasdaq Global Select Market. Indicate by check mark whether the registrant (1)has filed all reports required to be filed by Section13 or 15(d)of the SecuritiesExchange 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 90days.Yes⌧No◻ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submittedpursuant to Rule405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12months (or for such shorter period thatthe 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, smallerreporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smallerreporting company,” and “emerging growth company” in Rule12b-2 of the Exchange Act. Acceleratedfiler◻Smallerreportingcompany◻Emerginggrowthcompany◻ Largeacceleratedfiler⌧Non-accelerated filer◻ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section13(a)of the Exchange Act.☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule12b-2 of the Exchange Act).Yes☐No⌧As of April 28, 2025, the registrant had47,761,845ordinary shares, nominal value £0.01 per share, and21,492,099non-voting ordinary shares, nominal value £0.01 per share, outstanding. Table of Contents PagePARTI- FINANCIAL INFORMATION1Item1.Financial Statements (unaudited)1Condensed Consolidated Balance Sheets1Condensed Consolidated Statements of Operations and Comprehensive Loss2Condensed Consolidated Statements of Shareholders’ Equity3Condensed Consolidated Statements of Cash Flows4Notesto Condensed Consolidated Financial Statements5Item2.Management’s Discussion and Analysis of Financial Condition and Results ofOperations34Item3.Quantitative and Qualitative Disclosure About Market Risk47Item4.Controls and Procedures47PARTII- OTHER INFORMATION48Item1.Legal Proceedings48Item1A.Risk Factors48Item2.Unregistered Sales of Equity Securities and Use of Proceeds106Item3.Defaults Upon Senior Securities106Item4.Mine Safety Disclosures106Item5.Other Information106Item6.Exhibits106SIGNATURES SPECIAL NOTE REGARDING FORWARD LOOKING STATEMENTS This Quarterly Report on Form10-Q, or this Quarterly Report, contains forward-lookingstatements which are made pursuant to the safe harbor provisions of Section27A of the Securities Actof 1933, as amended, or the Securities Act, and Section21E of the Securities Exchange Act of 1934,as amended, or the Exchange Act. These statements may be identified by such forward-lookingterminology as “will,” “may,” “should,” “expects,” “intends,” “plans,” “anticipates,” “believes,”“estimates,” “predicts,” “potential,” “continue” or variations of these words or similar expressionsthat are intended to identify forward-looking statements, although not all forward-looking statementscontain these words. Any forward-looking statement involves known and unknown risks,uncertainties and other factors that may cause our actual results, levels of activity, performance orachievements to differ materially from any future results, levels of activity, performance orachievements expressed or implied by such forward-looking statement. Forward-looking statementsinclude statements, other than statements of historical fact, about, among other things: ●the initiation, timing, progress and results of our preclinical studies and clinical trials,and our research and development programs;●our ability to advance our product candidates into, and successfully complete, clinicaltrials;●our reliance on the success of product candidates in our pipeline programs for ourBicycle®Drug Conjugate, or BDCTMmolecules, BicycleTumor-Targeted Immune CellAgonist®, or BicycleTICA®molecules, and Bicycle Radioconjugates, or BRC®molecules, as well as our other pipeline programs;●our ability to utilize our screening platform to identify and advance additional productcandidates into clinical development;●the timing or likelihood of regulatory filings and approvals;●the commercialization of our product candidates, if approved;●our ability to develop sales and marketing capabilities;●the pricing, coverage and reimbursement of our product candidates, if approved;●the implementation of ou