Septerna Inc 2025年度报告

SEPTERNA, INC. 2025 ANNUAL REPORT TO STOCKHOLDERS Securities registered pursuant to Section 12(b) of the Act: 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 (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 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 this chapter) 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 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☒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 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 under Section404(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 an error topreviously 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’s executiveofficers 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☒ As of June 30, 2025, the last business day of the registrant's most recently completed second fiscal quarter, the aggregate market value of the registrant’s common stock held by non-affiliates ofthe registrant was approximately $363.3 million, based on the closing price of the registrant’s common stock on the Nasdaq Global Market of $10.57 per share as of such date. In determining themarket value of non-affiliate common stock, shares of the registrant’s common stock beneficially owned by officers, directors and affiliates have been excluded. This determination of affiliatestatus is not necessarily a conclusive determination for other purposes. As of March 2, 2026, the registrant had 44,906,374 shares of common stock, $0.001 par value per share, outstanding. DOCUMENTS INCORPORATED BY REFERENCE Portions of the registrant’s definitive proxy statement relating to its 2026 Annual Meeting of Stockholders, to be filed with the Securities and Exchange Commission pursuant to Regulation 14Awithin 120 days after the end of the registrant’s fiscal year ended December 31, 2025, are incorporated by reference into Part III of this Annual Report on Form 10-K to the extent stated herein. TABLE OF CONTENTS Special Note Regarding Forward-Looking StatementsRisk Factor Summary PART IItem 1. BusinessRisk FactorsUnresolved Staff CommentsCybersecurityPropertiesLegal ProceedingsMine Safety Disclosures Item 1A.Item 1B.Item 1C.Item 2.Item 3.Item 4. PART II.Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities100Item 6.[Reserved]101Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations102Item 7A.Quantitative and Qualitative Disclosures About Market Risk115Item 8.Financial Statements and Supplementary Data115Item 9.Changes in and Disagreements With Accountants on Accounting and Financial Disclosure115Item 9A.Controls and Procedures115Item 9B.Other Information116Item 9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections116 PART III.Item 10. Directors, Executive Officers and Corporate Governance117Item 11.Executive Compensation117Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters117Item 13.Certain Relationships and Related Transactions, and Dir