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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
May 7, 2026
Structure
Therapeutics Inc.
(Exact name of registrant as specified in its
charter)
| Cayman
Islands |
|
001-41608 |
|
98-1480821 |
(State
or other jurisdiction
of incorporation) |
|
(Commission
File Number) |
|
(IRS Employer
Identification No.) |
601
Gateway Blvd., Suite
900
South
San Francisco, California |
|
94080 |
| (Address
of principal executive offices) |
|
(Zip
Code) |
(Registrant’s
telephone number, including area code): (650)
457-1978
Not Applicable
(Former name or former address, if changed
since last report)
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General
Instruction A.2. below):
| ¨ |
Written communications pursuant
to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ |
Soliciting material pursuant
to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ |
Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ |
Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered
pursuant to Section 12(b) of the Act:
| Title
of Each Class |
|
Name Of Each Exchange
Trading Symbol(s) |
|
On Which
Registered |
American
Depositary Shares (ADSs), each representing three
ordinary shares, par value $0.0001 per ordinary share |
|
GPCR |
|
Nasdaq
Global Market |
| |
|
|
|
|
| Ordinary
shares, par value $0.0001 per share* |
|
True |
|
Nasdaq
Global Market* |
* Not for trading, but only in connection with the registration of
the American Depositary Shares
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2
of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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 accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
| Item 1.01 |
Entry into a Material Definitive Agreement. |
On May 7, 2026, Structure Therapeutics Inc. (the “Company”)
amended and restated that certain Sales Agreement dated August 6, 2025 (the “Sales Agreement” and as amended and restated,
the “Amended and Restated Sales Agreement”) with Leerink Partners LLC and Cantor Fitzgerald & Co. (collectively, the “Sales
Agents”), relating to the offer and sale of the Company’s American Depositary Shares (“ADSs”), each representing
three ordinary shares, $0.0001 par value per ordinary share. The Amended and Restated Sales Agreement modifies the Sales Agreement to
remove the aggregate offering amount of ADSs the Company may offer and sell thereunder (the “ATM Shares”).
The foregoing description of the Amended and Restated Sales Agreement
does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Amended and Restated Sales Agreement,
which is attached as Exhibit 1.1 hereto and is incorporated by reference herein.
| Item 2.02 |
Results of Operations and Financial Condition. |
On May 7, 2026, the Company issued a press release providing a corporate
update and announcing its financial results for the first quarter ended March 31, 2026. The full text of the press release is furnished
as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
The information in this Current Report on Form 8-K (including Exhibit
99.1) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the
“Exchange Act”), or otherwise subject to the liabilities of that Section, nor shall it be deemed to be incorporated by reference
into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth
by specific reference in such filing.
On May 7, 2026, in connection with Amended and Restated Sales Agreement,
the Company filed a prospectus supplement (the “Prospectus Supplement”) to the prospectus filed on August 6, 2025 (the “Prospectus”)
with the Securities and Exchange Commission as part of the Company’s Registration Statement on Form S-3ASR (File No. 333-289326).
The Company filed the Prospectus Supplement to increase the ATM Shares available to be sold pursuant to the terms of the Amended and Restated
Sales Agreement by an additional $150,000,000, for an aggregate offering price of up to $400,000,000.
The Prospectus Supplement should be read in conjunction with the Prospectus,
and is qualified by reference thereto, except to the extent that the information therein amends or supersedes the information contained
in the Prospectus. The Prospectus Supplement is not complete without, and may only be delivered or utilized in connection with, the Prospectus
and any future amendments or supplements thereto.
As of the date of the Prospectus Supplement, the Company previously
sold an aggregate of 3,040,000 ATM Shares for gross proceeds of approximately $58,520,000 under the Sales Agreement.
A copy of the opinion of Travers Thorp Alberga relating to the validity
of the ATM Shares is attached as Exhibit 5.1 hereto.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit |
|
|
| No. |
|
Description |
| |
|
|
| 1.1 |
|
Amended and Restated Sales Agreement, by and among Structure Therapeutics Inc., Leerink Partners LLC and Cantor Fitzgerald & Co., dated May 7, 2026. |
| |
|
|
| 5.1 |
|
Opinion of Travers Thorp Alberga. |
| |
|
|
| 23.1 |
|
Consent of Travers Thorp Alberga (included in Exhibit 5.1). |
| |
|
|
| 99.1 |
|
Press Release dated May 7, 2026. |
| |
|
|
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| |
Structure Therapeutics Inc. |
| |
|
|
| Date: May 7, 2026 |
By: |
/s/ Raymond Stevens |
| |
|
Raymond Stevens, Ph.D. |
| |
|
Chief Executive Officer |
Exhibit 99.1

Structure Therapeutics
Reports First Quarter 2026 Financial Results and Recent Highlights
Reported positive results
from aleniglipron Phase 2 ACCESS II study
with up to 16.3%
body weight loss, demonstrating highest efficacy among oral GLP-1RAs
at the 44-week
time point and potentially comparable efficacy to injectable GLP1-RAs
Data from ACCESS
OLE expected in Q3 2026;
Data from the Body Composition
and Type 2 Diabetes / Obesity data expected in Q4 2026
Positive end-of-Phase 2 feedback received from FDA;
aleniglipron
Phase 3 initiation on track for Q3 2026
Initial data
from Phase 1 single ascending dose (SAD) study of oral small molecule amylin
receptor agonist
ACCG-2671 and initiation of multiple ascending dose (MAD) study expected in
Q3 2026; Phase
1 initiation of second oral amylin candidate ACCG-3535 expected in Q4 2026
Aleniglipron,
amylin and combination data to be presented
at the American
Diabetes Association (ADA) 86th Scientific Sessions in June 2026
Cash, cash equivalents
and short-term investments of $1.5 billion as of March 31, 2026,
expected to provide
cash runway through the end of 2028
SAN FRANCISCO, May 7, 2026–
Structure Therapeutics Inc. (NASDAQ: GPCR), a clinical-stage global biopharmaceutical company developing novel oral small molecule
therapeutics for metabolic diseases, with a focus on obesity, today reported financial results for the first quarter ended March 31,
2026, and provided a business update.
“With positive end of Phase 2
feedback received from the FDA for aleniglipron, we are well positioned to start our Phase 3 registrational program for chronic weight
management in the third quarter,” said Raymond Stevens, Ph.D., CEO of Structure Therapeutics. “We are also looking forward to our aleniglipron
presentation along with presentations on our oral amylin and GLP-1 combination program at the upcoming ADA meeting. With our Phase
1 clinical data for our oral amylin candidate ACCG-2671 anticipated in the third quarter and additional aleniglipron data later this year, our broad
portfolio positions us well in the evolving landscape that we believe will favor more accessible oral small molecules, extended maintenance
treatment, and fixed dose oral combinations for specific patient populations and expanded indications.”
Recent and Upcoming Milestones
Aleniglipron - Oral Small Molecule
Selective Glucagon-Like Peptide 1 (GLP-1) Receptor Agonist for the Treatment of Obesity and Overweight
In March 2026, the Company reported data from the aleniglipron clinical program included
44-week topline data from the Phase 2 ACCESS II study, as well as interim data from body composition study and Phase 2b ACCESS open label
extension (OLE) study.
| ·
| The
Phase 2 ACCESS II study demonstrated a placebo-adjusted mean weight loss of 16.3% (39 Ibs;
p<0.0001) at the 180 mg dose and 16.0% (37 Ibs; p<0.0001) at the 240 mg dose at 44
weeks. |
| ·
| The
ongoing ACCESS OLE study achieved continued weight loss up to 16.2% (40.5 lbs) observed with
120 mg dose at 56 weeks. |
| ·
| No
weight loss plateau was observed in any of the studies. |
Data from the ACCESS, ACCESS II, Body
Composition, and the ACCESS OLE studies provide a strong foundation for the decision to advance aleniglipron into Phase 3 clinical development.
The Company expects to report topline results from the ACCESS OLE and Body Composition studies in Q3 and Q4 2026, respectively.
The Company received positive end-of-Phase
2 feedback from the U.S. Food and Drug Administration (FDA) and clear guidance on the Phase 3 program with
a starting titration dose of 2.5 mg and the intent to evaluate multiple doses. The Company anticipates initiating the Phase 3 program
in Q3 2026.
The Company is also conducting supplementary
studies to enhance the competitive profile of aleniglipron, including:
| ·
| Ongoing study of ACCESS OLE to
evaluate the tolerability profile of the dosing regimen starting at the 2.5 mg dose for those previously on placebo and to collect
up to 72 weeks of data exposure to aleniglipron, including 180 mg dose. Data are expected in Q3 2026. |
| ·
| Ongoing
Body Composition study to assess the effect of aleniglipron on body fat loss over a 44-week
evaluation period, which includes a 28-week titration period and a starting dose of 2.5 mg
and target dose of 180 mg of aleniglipron. These data will be used to inform the size of
a sub study into the Phase 3 program. Data are expected in Q4 2026. |
| ·
| Ongoing
30-week study in patients with type 2 diabetes mellitus (T2DM) with obesity/overweight and a starting dose of 2.5 mg and target dose of 180 mg of aleniglipron to
evaluate the potential for including participants with T2DM in the Phase 3 obesity program.
Data are expected in Q4 2026. |
| ·
| Ongoing
SWITCH study to assess the transition or switching from an approved injectable GLP-1 receptor
agonist to once-daily oral aleniglipron for weight loss maintenance. This study assesses
different aleniglipron starting doses and weight loss maintenance over 12 weeks. Data are expected
in Q4 2026. |
Oral Small Molecule Amylin Receptor
Agonists
| ·
| In
December 2025, the Company advanced ACCG-2671 into a Phase 1 clinical study as the industry’s
most advanced oral small molecule amylin therapy for the treatment of obesity. ACCG-2671
is being evaluated in an ongoing single ascending dose (SAD) study to measure safety, tolerability,
pharmacokinetics, and food-effect of single ascending doses in healthy adult participants with data anticipated in 2H 2026. In addition, the Company expects to initiate a multiple ascending dose (MAD) study in Q3 2026. |
| ·
| In
November 2025, the Company declared a second oral small molecule dual amylin calcitonin
receptor agonist development candidate, ACCG-3535. ACCG-3535, which is a unique chemical
structure compared to ACCG-2671, demonstrated robust food intake suppression and significant,
dose-dependent body weight reduction as a monotherapy in diet-induced obese rats. Combination
therapy with semaglutide (both concurrently and as a subsequent add-on to semaglutide) resulted
in superior weight loss compared to semaglutide or ACCG-3535 monotherapy. The Company
expects to initiate a Phase 1 clinical study of ACCG-3535 in Q4 2026. |
Multiple presentations at ADA, taking
place from June 5–8, 2026
Details of the presentations are as
follows:
Title: ACCESS Trial: Dose-Ranging
Evaluation of Aleniglipron, an Oral Small Molecule Nonpeptide GLP-1RA, Demonstrates Meaningful Weight Reductions in People Living with
Obesity and Overweight
Session: Oral Presentations -
Human Studies in Obesity Treatment: Emerging Therapeutic Options and Strategies for Decision-Making (1032-OR)
Speaker: Julio Rosenstock, MD,
University of Texas Southwestern Medical Center
Date: Friday, June 5: 12:45
p.m. – 1:00 p.m. CT
Title: Safety, Tolerability,
and Efficacy of Aleniglipron in Doses up to 240 mg in People Living with Obesity: The Phase 2 ACCESS II Trial
Session: General Poster Session
(2637-P)
Date: Monday, June 8: 12:30
p.m. – 1:30 p.m. CT
Title: Exploring a Lower Starting
Dose of Aleniglipron, an Oral Small Molecule GLP-1RA, to Improve GI Tolerability in Obesity: Beyond the ACCESS Trials
Session: Late Breaking Poster
Session (3101-LB)
Date: Sunday, June 7: 12:30
p.m. – 1:30 p.m. CT
Title: Combination Treatment
of Oral Small Molecule GLP-1 Receptor Agonist Aleniglipron and Small Molecule Amylin Receptor Agonist ACCG-2671 Demonstrated Additional
Weight Loss than Monotreatment in Obese NHPs
Session: Late Breaking Poster
Session (3061-LB)
Date: Sunday, June 7: 12:30
p.m. – 1:30 p.m. CT
Title: Comparison of Conditioned
Taste Avoidance Profiles between GLP-1 Peptides, Amylin Peptides, and Small Molecule Amylin Receptor Agonists
Session: Late Breaking Poster
Session (3062-LB)
Date: Sunday, June 7: 12:30
p.m. – 1:30 p.m. CT
Additional information about the ADA
2026 Scientific Sessions is available at the ADA meeting website (American Diabetes Association).
First Quarter 2026 Financial Highlights
Cash Position: Cash, cash equivalents
and short-term investments totaled $1.5 billion as of March 31, 2026. The Company received $100.0 million in the first quarter of
2026, consisting of an upfront license fee for certain patents that cover a class of oral GLP-1 receptor agonists that is different from
aleniglipron. The Company expects its current cash, cash equivalents and short-term investments to fund projected operations and key
clinical milestones through the end of 2028. This includes costs related to the ongoing aleniglipron ACCESS OLE, ACCESS II extension
study, the supplementary studies, and Phase 3 registrational studies in chronic weight management, but excludes additional costs related
to pre-commercialization activities including commercial manufacturing.
Research and Development (R&D) Expenses: R&D
expenses for the first quarter of 2026 were $66.5 million, as compared to $42.9 million for the same period in 2025. The increase in
R&D expenses was primarily due to increases related to clinical trial costs, preclinical research and development expenses and employee
expenses (primarily due to an increase in personnel) to support the advancement of our GLP-1R franchise including aleniglipron.
General and Administrative (G&A)
Expenses: G&A expenses for the first quarter of 2026 were $22.9 million, as compared to $13.4 million for the same period in
2025. The increase in G&A expenses was primarily due to increases in employee expenses as we expanded our infrastructure to drive
and support the growth in our operations and professional services.
Net Loss: Net loss for the first
quarter of 2026 totaled $76.0 million, with non-cash share-based compensation expense of $11.6 million, compared to $46.8 million for
the same period in 2025 with non-cash share-based compensation expense of $5.9 million.
About Aleniglipron and Structure
Therapeutics’ Oral Metabolic Franchise
Aleniglipron (GSBR-1290) is an investigational
orally-available, small molecule agonist of the GLP-1 receptor, a validated drug target for the treatment of obesity and T2DM. Through
Structure Therapeutics’ structure-based drug discovery platform, aleniglipron was designed to be a biased G Protein-Coupled Receptor
(GPCR) agonist, which selectively activates the G-protein signaling pathway. Beyond aleniglipron, Structure Therapeutics is developing
next generation oral small molecules including amylin receptor agonists (ACCG-2671 and ACCG-3535), and other combination GLP-1 receptor
agonists candidates targeting the glucose-dependent insulinotropic polypeptide (GIP), glucagon and apelin receptors.
About Structure Therapeutics
Structure Therapeutics is a science-driven
clinical-stage biopharmaceutical company focused on discovering and developing innovative oral small molecule treatments for chronic
metabolic conditions with significant unmet medical needs. Utilizing its next generation structure-based drug discovery platform, the
Company has established a robust GPCR-targeted pipeline, featuring multiple wholly-owned proprietary clinical-stage oral small molecule
compounds designed to surpass the scalability limitations of traditional biologic and peptide therapies and be accessible to more people
living with obesity around the world. For additional information, please visit www.structuretx.com.
Forward-Looking Statements
This press release contains “forward-looking
statements” within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995.
All statements other than statements of historical fact are statements that could be deemed forward-looking statements, including, without
limitation, statements concerning: the Company’s future plans and prospects; the expected timing of ACCESS OLE and Body Composition
studies data readouts; the planned initiation of the aleniglipron Phase 3 study and the timing thereof; the expected timing of initial
data from the Phase 1 study of ACCG-2671; the planned initiation of the ACCG-3535 Phase 1 study and the timing thereof; the belief that
data to date from the ACCESS, ACCESS II, Body Composition, and the ACCESS OLE studies support and inform aleniglipron advancement into
Phase 3 clinical development; the Company’s anticipated cash runway and uses of cash; any expectations regarding the potential
benefits, tolerability and safety profile, accessibility, scalability, combinability, capability, efficacy, convenience, expected effects
and future application of aleniglipron; any presumption that topline, interim or preliminary data will be representative of final data
or data in later clinical trials. In addition, when or if used in this press release, the words and phrases "anticipated,"
"believe," "expect," "potential," "to be," "will," and similar expressions and their
variants, as they relate to the Company, may identify forward-looking statements. Forward-looking statements are neither historical facts
nor assurances of future performance. Although the Company believes the expectations reflected in such forward-looking statements are
reasonable, the Company can give no assurance that such expectations will prove to be correct. Readers are cautioned that actual results,
levels of activity, safety, performance or events and circumstances could differ materially from those expressed or implied in the Company's
forward-looking statements due to a variety of risks and uncertainties, which include, without limitation: risks and uncertainties related
to topline results that the Company reports are based on preliminary analysis of key efficacy and safety data, and such data may change
following a more comprehensive review of the data related to the clinical trial and such topline data may not accurately reflect the
complete results of a clinical trial; the preliminary nature of the results due to the length of the study and sample size and the results
from earlier clinical studies not necessarily being predictive of future results; potential delays in the commencement, enrollment and
completion of the Company's planned Phase 3 clinical program and other clinical studies; disruptions to the operations of the FDA or
other U.S. governmental agencies or comparable foreign regulatory authorities caused by funding shortages, leadership changes, or staffing
reductions; the Company's ability to advance aleniglipron, ACCG-2671, LTSE-2578, ACCG-3535, and its other therapeutic candidates, obtain
regulatory approval of, and ultimately commercialize the Company's therapeutic candidates; competitive products or approaches limiting
the commercial value of the Company's product candidates; the timing and results of preclinical and clinical studies; the Company's ability
to fund development activities and achieve development goals; the Company's reliance on third parties, including clinical research organizations,
manufacturers, suppliers and collaborators, over which it may not always have full control; general geopolitical and macroeconomic conditions,
including as a result of tariffs and various global conflicts; the Company's ability to protect its intellectual property; and other
risks and uncertainties described in the Company's filings with the Securities and Exchange Commission (SEC), including the Company's
latest Annual Report on Form 10-K and future reports the Company may file with the SEC from time to time. All forward-looking statements
contained in this press release speak only as of the date on which they were made and are based on management's assumptions and estimates
as of such date. The Company undertakes no obligation to update such statements to reflect events that occur or circumstances that exist
after the date on which they were made, except as required by law.
Investors:
Corey Davis, Ph.D.
LifeSci Advisors, LLC
212-915-2577
cdavis@lifesciadvisors.com
Jun Yoon
Structure Therapeutics Inc.
ir@structuretx.com
Media:
Dan Budwick
1AB
Dan@1abmedia.com
STRUCTURE THERAPEUTICS INC.
Condensed Consolidated Statements
of Operations
(unaudited)
(In thousands)
| | |
THREE MONTHS ENDED | |
| | |
MARCH 31, | |
| | |
2026 | | |
2025 | |
| Operating expenses: | |
| | | |
| | |
| Research and development | |
$ | 66,507 | | |
$ | 42,867 | |
| General and administrative | |
| 22,872 | | |
| 13,444 | |
| Total operating expenses | |
| 89,379 | | |
| 56,311 | |
| Loss from operations | |
| (89,379 | ) | |
| (56,311 | ) |
| Interest and other income, net | |
| 13,601 | | |
| 9,576 | |
| Loss before provision for income taxes | |
| (75,778 | ) | |
| (46,735 | ) |
| Provision for (benefit from) income taxes | |
| 190 | | |
| 98 | |
| Net loss | |
$ | (75,968 | ) | |
$ | (46,833 | ) |
STRUCTURE THERAPEUTICS INC.
Condensed Consolidated Balance Sheet
Data
(unaudited)
(In thousands)
| | |
MARCH 31, | | |
DECEMBER 31, | |
| | |
2026 | | |
2025 | |
| Assets | |
| | | |
| | |
| Current assets: | |
| | | |
| | |
| Cash, cash equivalents and short-term investments | |
$ | 1,458,504 | | |
$ | 1,446,197 | |
| Prepaid expenses and other current assets | |
| 32,094 | | |
| 124,106 | |
| Total current assets | |
| 1,490,598 | | |
| 1,570,303 | |
| Property and equipment, net | |
| 6,365 | | |
| 6,653 | |
| Operating right-of-use assets | |
| 5,606 | | |
| 6,245 | |
| Other non-current assets | |
| 5,555 | | |
| 717 | |
| Total assets | |
$ | 1,508,124 | | |
$ | 1,583,918 | |
| Liabilities and shareholders’ equity | |
| | | |
| | |
| Current liabilities: | |
| | | |
| | |
| Accounts payable | |
$ | 7,822 | | |
$ | 13,864 | |
| Accrued expenses and other current liabilities | |
| 46,553 | | |
| 46,543 | |
| Operating lease liabilities, current portion | |
| 2,609 | | |
| 2,878 | |
| Total current liabilities | |
| 56,984 | | |
| 63,285 | |
| Operating lease liabilities, net of current portion | |
| 3,183 | | |
| 3,609 | |
| Other non-current liabilities | |
| 863 | | |
| 647 | |
| Total liabilities | |
| 61,030 | | |
| 67,541 | |
| Total shareholders’ equity | |
| 1,447,094 | | |
| 1,516,377 | |
| Total liabilities and shareholders’ equity | |
$ | 1,508,124 | | |
$ | 1,583,918 | |