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Structure Therapeutics Inc ADR美股招股说明书(2026-05-07版)

2026-05-07 美股招股说明书 Roger谁都不是你的反派大魔王
报告封面

Up to $400,000,000 American Depositary Shares representing Ordinary Shares This prospectus supplement amends and supplements the information in our prospectus dated August6,2025, (ATM Prospectus), filed as part of our registration statement on Form S-3 (File No. 333-289326). Thisprospectus supplement should be read in conjunction with the ATM Prospectus, and is qualified by referencethereto, except to the extent that the information herein amends or supersedes the information contained inthe ATM Prospectus. This prospectus supplement is not complete without, and may only be delivered orutilized in connection with, the ATM Prospectus, and any future amendments or supplements thereto. We previously entered into a Sales Agreement (sales agreement) with Leerink Partners LLC and CantorFitzgerald & Co., each of whom we refer to as a sales agent, and together as the sales agents, relating toAmerican Depositary Shares (ADSs), each representing three ordinary shares, $0.0001 par value perordinary share, offered by the ATM Prospectus. On May7, 2026, we amended and restated the salesagreement (as amended and restated, the amended and restated sales agreement) to remove the aggregateoffering amount thereunder. We are filing this prospectus supplement to amend the ATM Prospectus toincrease the maximum amount of ADSs we may offer and sell in accordance with the terms of the amendedand restated sales agreement to an aggregate gross offering amount of $400,000,000. As of the date of thisprospectus supplement, we have sold approximately $58.5million (3,040,000 ADSs) pursuant to the salesagreement, and, after giving effect to this prospectus supplement, have a remaining capacity to sell up to$341,478,784. Our ADSs are listed on the Nasdaq Global Market under the symbol “GPCR.” On May6, 2026, the lastreported sale price of our ADSs as reported on the Nasdaq Global Market was $40.84 per ADS. Sales of our ADSs, together with the underlying ordinary shares, if any, under this prospectus supplementand the ATM Prospectus may be made in sales deemed to be an “at-the-market offering” as defined inRule415(a)(4) promulgated under the Securities Act of 1933, as amended (Securities Act). The sales agentsare not required to sell any specific number or dollar amount of securities but will act as our sales agentsusing commercially reasonable efforts consistent with their normal trading and sales practices, on mutuallyagreed terms among the sales agents and us. There is no arrangement for funds to be received in anyescrow, trust or similar arrangement. The sales agents will be entitled to a commission of up to 3.0% of the gross proceeds of any ADSs sold underthe amended and restated sales agreement. In connection with the sale of our ADSs on our behalf, the salesagents will each be deemed to be an “underwriter” within the meaning of the Securities Act and theircompensation will be deemed to be underwriting commissions or discounts. We have also agreed to provideindemnification and contributions to the sales agents against certain civil liabilities, including liabilities underthe Securities Act and the Securities Exchange Act of 1934, as amended. See “Plan of Distribution” beginningon pageS-1for additional information regarding the compensation to be paid to the sales agents. Investing in our ADSs involves a high degree of risk. You should review carefully the risksand uncertainties described in the section titled “Risk Factors” beginning on page S-4 ofthe ATM Prospectus, and under similar headings in the documents that are incorporated byreference into this prospectus supplement and the ATM Prospectus concerning factors youshould consider before investing in our ADSs. Neither the Securities and Exchange Commission nor any state securities commission hasapproved or disapproved of these securities, or passed upon the adequacy or accuracy ofthe disclosures in this prospectus supplement or the ATM Prospectus. Any representationto the contrary is a criminal offense. Leerink Partners Cantor The date of this prospectus supplement is May7, 2026 PLAN OF DISTRIBUTION We have entered into the amended and restated sales agreement with Leerink Partners LLC and CantorFitzgerald & Co., each of whom we refer to as a sales agent, and together the sales agents, under which wemay issue and sell our ADSs, each representing three of our ordinary shares, par value US$0.0001 pershare, from time to time through the sales agents. Sales of the ADSs, if any, will be made by any method thatis deemed to be an “at the market offering” as defined in Rule415 under the Securities Act, including salesmade directly on or through the Nasdaq Global Market, on or through any other existing trading market forour ADSs or to or through a market maker or otherwise, through block transactions and/or any other methodpermitted by law, in each case at market prices. The sales agents will offer the ADSs subject to the terms and conditions of the sales agreement on a dailyb