SpyGlass Pharma Inc 2025年度报告

(Mark One) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2025OR TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the transition period fromtoCommission file number 001-43105___________________________ SpyGlass Pharma, Inc. (Exact name of registrant as specified in its charter)___________________________ (State or other jurisdiction ofincorporation or organization)27061 Aliso Creek Rd., Suite 100Aliso Viejo, California(Address of Principal Executive Offices) (949) 284-6904 Registrant’s telephone number, including area code 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 Section 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. 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 registrant was not a public company as of the last business day of its most recently completed second fiscal quarter and, therefore, cannot calculatethe aggregate market value of its voting and non-voting common equity held by non-affiliates as of such date. The number of shares of the registrant’s common stock outstanding as of March1, 2026 was 33,426,557. DOCUMENTS INCORPORATED BY REFERENCE Table of Contents PART I Item 1BusinessItem 1A.Risk FactorsItem 1B.Unresolved Staff CommentsItem 1C.CybersecurityItem 2.PropertiesItem 3.Legal ProceedingsItem 4.Mine Safety Disclosures PART II Item 5.Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases ofEquity Securities100Item 6.[Reserved]101Item 7.Management's Discussion and Analysis of Financial Condition and Results of Operations101Item 7A.Quantitative and Qualitative Disclosures About Market Risk111Item 8.Financial Statements and Supplementary Data111Item 9.Changes in and Disagreements With Accountants on Accounting and Financial Disclosures113Item 9A.Controls and Procedures113Item 9B.Other Information114Item 9C.Disclosure Regarding Foreign Jurisdictionsthat Prevent Inspections114 PART III Item 10.Directors, Executive Officers and Corporate Governance115Item 11.Executive Compensation122Item 12.Security Ownership of Certain Beneficial Ownersand Management and Related StockholderMatters139Item 13.Certain Relationships and Related Transactions, and Director Independence142Item 14.Principal Accounting Fees and Services144 PART IV Item 15.Exhibits, Financial Statement SchedulesItem 16.Form 10-K Summary 146148 SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS This Annual Report on Form 10-K (the Annual Report)