Metsera Inc 2025年季度报告

Metsera, Inc. (Exact Name of Registrant as Specified in its Charter) 92-0931552(I.R.S. EmployerIdentification No.) Registrant’s telephone number, including area code: (212)784-6595 Securities registered pursuant to Section 12(b) of the Act: 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 ExchangeAct of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has beensubject 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 submitted pursuant toRule 405 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, a smaller reportingcompany, 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. Accelerated filer☐Smaller reporting company☒ Large accelerated filer☐Non-accelerated filer☒Emerging growth company☒ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complyingwith any 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 6, 2025, the registrant had105,055,538shares of common stock outstanding. Table of Contents PART I.FINANCIAL INFORMATION Item 1.Financial Statements (Unaudited)6Condensed Consolidated Balance Sheets6Condensed Consolidated Statements of Operations and Comprehensive Loss7Condensed Consolidated Statements of Redeemable Convertible Preferred Stock and Stockholders’ Equity(Deficit)8Condensed Consolidated Statements of Cash Flows9Notes to Condensed Consolidated Financial Statements10Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations21Item 3.Quantitative and Qualitative Disclosures About Market Risk35Item 4.Controls and Procedures35 PART II.OTHER INFORMATION Item 1.Legal ProceedingsItem 1A.Risk FactorsItem 2.Unregistered Sales of Equity Securities and Use of ProceedsItem 3.Defaults Upon Senior SecuritiesItem 4.Mine Safety DisclosuresItem 5.Other InformationItem 6.ExhibitsSignatures SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS This Quarterly Report on Form 10-Q (Quarterly Report) contains forward-looking statements. We make such forward-lookingstatements pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 and other federal securitieslaws. Forward-looking statements are neither historical facts nor assurances of future performance. These statements involve knownand unknown risks, uncertainties and other important factors that may cause our actual results, performance or achievements to bematerially different from any future results, performance or achievements expressed or implied by the forward-looking statements. In some cases, you can identify forward-looking statements by terms such as “anticipate,” “believe,” “contemplate,”“continue,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “predict,” “project,” “target,” “should,” “will,” or“would” or the negative of these terms or other similar expressions, although not all forward-looking statements contain these words.The forward-looking statements include, but are not limited to, statements about: •the timing, progress and results of preclinical studies and clinical trials for our current and future product candidates andthe reporting and interpretation of data from those studies and trials, including our product development plans andstrategies;•our ability to successfully complete our preclinical studies and clinical trials;•our ability to finalize the design of any product candidate and advance our candidates as monotherapies or incombination with our other product candidates, as applicable;•our ability to leverage our platforms and peptide library to expand and pursue our discovery portfolio and deliver highlydifferentiated product candidates;•our ability to progress additional programs and leverage our team’s extensive track record to further develop ourpipeline, including additional indications we may pursue;•our ability to establish scaled manufacturing prior to commercial launch of our product candidates;•the prevalence of certain diseases and conditions we intend to treat and the size of the market opportunity for our productcandidates;•expectations regarding the size, scope and design of our clinical trials;•the li