Third Harmonic Bio Inc 2025年季度报告

(Mark One)☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF1934For the quarterly period endedMarch 31,2025OR☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF1934For the transition period from __________________ to __________________Commission File Number:001-41498 THIRD HARMONIC BIO, INC. (Exact Name of Registrant as Specified in its Charter) Delaware(State or other jurisdiction ofincorporation or organization)1700 Montgomery Street,Suite 210San Francisco,California(Address, including zip code of registrant’s principal executive offices) Registrant's telephone number, including area code: (209)727-2457 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 of1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject tosuch 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 submitted pursuant to Rule405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required tosubmit such files).Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company,or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerginggrowth company” 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 withany new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).Yes☐No☒ As of May 2, 2025, the registrant had45,127,797shares of common stock, $0.0001 par value per share, outstanding. Table of Contents Special Note Regarding Forward-Looking Statements1Risk Factor Summary2 PART I.FINANCIAL INFORMATION Item 1.Financial Statements (Unaudited)3Condensed Consolidated Balance Sheets3Condensed Consolidated Statements of Operations4Condensed Consolidated Statements of Stockholders’ Equity5Condensed Consolidated Statements of Cash Flows6Notes to Unaudited Condensed Consolidated Financial Statements7Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations18Item 3.Quantitative and Qualitative Disclosures About Market Risk26Item 4.Controls and Procedures26 PART II.OTHER INFORMATION Item 1.Legal Proceedings27Item 1A.Risk Factors27Item 2.Unregistered Sales of Equity Securities, Use of Proceeds, and Issuer Purchases of Equity Securities73Item 3.Defaults Upon Senior Securities73Item 4.Mine Safety Disclosures73Item 5.Other Information73Item 6.Exhibits74Signatures75 SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS This Quarterly Report on Form 10-Q, or this Quarterly Report, contains forward-looking statements within the meaning ofSection 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act, and section 27A of the Securities Act of1933, as amended, or the Securities Act. All statements contained in this Quarterly Report other than statements of historical fact,including but not limited to statements regarding the liquidation and dissolution of the Company and the distribution of remainingcash to stockholders following an orderly wind down of our operations, including any proceeds from a sale of our assets andintellectual property, including but not limited to the THB335 program, future results of operations and financial position, businessstrategy, market size, potential growth opportunities, nonclinical and clinical development activities, the efficacy and safety profileof THB335 or any future product candidates, potential therapeutic benefits and economic value of THB335 or any future productcandidates, our ability to obtain funding for our operations necessary to complete further development and commercialization ofour product candidates, use of net proceeds from our public offerings, our ability to maintain and recognize the benefits of certaindesignations received by THB335 or any future product candidates, the timing and results of our nonclinical studies and clinicaltrials, commercial collaboration with third parties, the potential impact of global business, macroeconomic or geopoliticalconditions, including as a result of inflation, volatile interest rates, instability in the global banking system, and geopoliticaltensions and ongoing regional conflicts on our operations, and