康乃德生物 2025年度报告

Form 10-K (Mark One) Commission file number: 001-40212 Connect Biopharma Holdings Limited(Exact name of registrant as specified in its charter) 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 1934 during the preceding 12 months (orfor such shorter period that the registrant was required to file 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 submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of thischapter) during the preceding 12 months (or for such shorter period that the 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, a smaller reporting company, or an emerging growth company. See thedefinitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” 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 new or revised financial accountingstandards 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 internal control over financial reporting underSection 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. 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 the filing reflect the correction of anerror 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'sexecutive 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 Exchange Act).YesNo☑ The aggregate market value of voting and non-voting ordinary shares held by non-affiliates of the registrant as of June 30, 2025 totaled $40.4 million based on the closing price of $0.98 asreported by The Nasdaq Global Market. As of March26, 2026, there were 56,521,282 ordinary shares of the Company ($0.000174 par value) outstanding. TABLE OF CONTENTS PART I Item 1.BusinessItem 1A.Risk FactorsItem 1B.Unresolved Staff CommentsItem 1C.CybersecurityItem 2.PropertiesItem 3.LegalProceedingsItem 4.MineSafety Disclosures PART II Item 5.Market forRegistrant’s CommonEquity, Related Stockholder Matters and Issuer Purchases ofEquity Securities104Item 6.[Reserved]104Item 7.Management’s Discussion andAnalysis of Financial Condition and Results ofOperations105Item 7A.Quantitative andQualitative Disclosures About Market Risk110Item 8.Financial Statements andSupplementary Data110Item 9.Changes in andDisagreements with Accountants onAccounting and Financial Disclosure135Item 9A.Controls and Procedures135Item 9B.Other Information135Item 9C.DisclosureRegardingForeign Jurisdictions that PreventInspections136 PART III Item 10.Directors, Executive Officers andCorporate Governance137Item 11.ExecutiveCompensation141Item 12.SecurityOwnership of Certain Beneficial Owners andManagement and Related Stockholder Matters149Item 13.CertainRelationships and RelatedTransactions, and DirectorIndependence151Item 14.Principal Accountant Fees and Services152 PART IVItem 15.Exhibit and Financial Statement SchedulesExhibit IndexItem 16.Form 10-KSummarySignatures 154155156157 EXPLANATORY NOTE Connect Biopharma Holdings Limited (the “Company”), an exempted company incorporated under the laws of the Cayman Islands,qualifies as a “foreign private issuer,” as defined in Rule 3b-4 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)in the United States (the “U.S.”). The Company has voluntarily elected to file annual reports on Form 10-K, quarterly reports on Form 10-Qand current reports on Form 8-K with the U.S. Securities and Exchange Commission (the “SEC”) instead of filing on the reporting formsavailable to foreign private issuers. Although the Company has voluntarily elected to file annual, periodic and current reports on U.S. domestic issuer forms, the Compan