Structure Therapeutics Inc. received an amended Schedule 13G showing that a group of Biotechnology Value Fund (BVF) entities and Mark N. Lampert collectively report beneficial ownership of 10,437,066 ordinary shares. This equals about 4.9% of the company’s 211,917,574 shares outstanding as of December 11, 2025.
The stake is primarily held through three BVF funds, with BVF owning 5,583,855 shares, BVF II holding 4,053,954 shares and Biotechnology Value Trading Fund OS LP holding 643,536 shares, largely via American Depositary Shares. The filers certify the position is passive and not for influencing control.
Positive
None.
Negative
None.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)
Structure Therapeutics Inc.
(Name of Issuer)
Ordinary Shares, par value $0.0001 per share
(Title of Class of Securities)
86366E106
(CUSIP Number)
12/31/2025
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
SCHEDULE 13G
CUSIP No.
86366E106
1
Names of Reporting Persons
BIOTECHNOLOGY VALUE FUND L P
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
5,583,855.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
5,583,855.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
5,583,855.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
2.6 %
12
Type of Reporting Person (See Instructions)
PN
SCHEDULE 13G
CUSIP No.
86366E106
1
Names of Reporting Persons
BVF I GP LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
5,583,855.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
5,583,855.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
5,583,855.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
2.6 %
12
Type of Reporting Person (See Instructions)
OO
SCHEDULE 13G
CUSIP No.
86366E106
1
Names of Reporting Persons
BIOTECHNOLOGY VALUE FUND II LP
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
4,053,954.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
4,053,954.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
4,053,954.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
1.9 %
12
Type of Reporting Person (See Instructions)
PN
SCHEDULE 13G
CUSIP No.
86366E106
1
Names of Reporting Persons
BVF II GP LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
4,053,954.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
4,053,954.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
4,053,954.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
1.9 %
12
Type of Reporting Person (See Instructions)
OO
SCHEDULE 13G
CUSIP No.
86366E106
1
Names of Reporting Persons
Biotechnology Value Trading Fund OS LP
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
CAYMAN ISLANDS
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
643,536.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
643,536.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
643,536.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
0.3 %
12
Type of Reporting Person (See Instructions)
PN
SCHEDULE 13G
CUSIP No.
86366E106
1
Names of Reporting Persons
BVF Partners OS Ltd.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
CAYMAN ISLANDS
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
643,536.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
643,536.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
643,536.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
0.3 %
12
Type of Reporting Person (See Instructions)
CO
SCHEDULE 13G
CUSIP No.
86366E106
1
Names of Reporting Persons
BVF GP HOLDINGS LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
9,637,809.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
9,637,809.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
9,637,809.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
4.5 %
12
Type of Reporting Person (See Instructions)
OO
SCHEDULE 13G
CUSIP No.
86366E106
1
Names of Reporting Persons
BVF PARTNERS L P/IL
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
10,437,066.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
10,437,066.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
10,437,066.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
4.9 %
12
Type of Reporting Person (See Instructions)
IA, PN
SCHEDULE 13G
CUSIP No.
86366E106
1
Names of Reporting Persons
BVF INC/IL
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
10,437,066.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
10,437,066.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
10,437,066.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
4.9 %
12
Type of Reporting Person (See Instructions)
CO
SCHEDULE 13G
CUSIP No.
86366E106
1
Names of Reporting Persons
LAMPERT MARK N
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
10,437,066.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
10,437,066.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
10,437,066.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
4.9 %
12
Type of Reporting Person (See Instructions)
IN
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
Structure Therapeutics Inc.
(b)
Address of issuer's principal executive offices:
Item 2.
(a)
Name of person filing:
Biotechnology Value Fund, L.P. ("BVF")
BVF I GP LLC ("BVF GP")
Biotechnology Value Fund II, L.P. ("BVF2")
BVF II GP LLC ("BVF2 GP")
Biotechnology Value Trading Fund OS LP ("Trading Fund OS")
BVF Partners OS Ltd. ("Partners OS")
BVF GP Holdings LLC ("BVF GPH")
BVF Partners L.P. ("Partners")
BVF Inc.
Mark N. Lampert ("Mr. Lampert")
Each of the foregoing is referred to as a "Reporting Person" and collectively as the "Reporting Persons."
(b)
Address or principal business office or, if none, residence:
Biotechnology Value Fund, L.P.
44 Montgomery St., 40th Floor
San Francisco, California 94104
BVF I GP LLC
44 Montgomery St., 40th Floor
San Francisco, California 94104
Biotechnology Value Fund II, L.P.
44 Montgomery St., 40th Floor
San Francisco, California 94104
BVF II GP LLC
44 Montgomery St., 40th Floor
San Francisco, California 94104
Biotechnology Value Trading Fund OS LP
PO Box 309 Ugland House
Grand Cayman, KY1-1104
Cayman Islands
BVF Partners OS Ltd.
PO Box 309 Ugland House
Grand Cayman, KY1-1104
Cayman Islands
BVF GP Holdings LLC
44 Montgomery St., 40th Floor
San Francisco, California 94104
BVF Partners L.P.
44 Montgomery St., 40th Floor
San Francisco, California 94104
BVF Inc.
44 Montgomery St., 40th Floor
San Francisco, California 94104
Mark N. Lampert
44 Montgomery St., 40th Floor
San Francisco, California 94104
(c)
Citizenship:
Biotechnology Value Fund, L.P.
Delaware
BVF I GP LLC
Delaware
Biotechnology Value Fund II, L.P.
Delaware
BVF II GP LLC
Delaware
Biotechnology Value Trading Fund OS LP
Cayman Islands
BVF Partners OS Ltd.
Cayman Islands
BVF GP Holdings LLC
Delaware
BVF Partners L.P.
Delaware
BVF Inc.
Delaware
Mark N. Lampert
United States
(d)
Title of class of securities:
Ordinary Shares, par value $0.0001 per share
(e)
CUSIP No.:
86366E106
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
As of the close of business on December 31, 2025, (i) BVF beneficially owned 5,583,855 Ordinary Shares, par value $0.0001 per share (the "Shares") represented by 1,861,285 American Depositary Shares ("ADSs") it directly owns, (ii) BVF2 beneficially owned 4,053,954 Shares represented by 1,351,318 ADSs it directly owns and (iii) Trading Fund OS beneficially owned 643,536 Shares represented by 214,512 ADSs it directly owns.
BVF GP, as the general partner of BVF, may be deemed to beneficially own the 5,583,855 Shares beneficially owned by BVF.
BVF2 GP, as the general partner of BVF2, may be deemed to beneficially own the 4,053,954 Shares beneficially owned by BVF2.
Partners OS, as the general partner of Trading Fund OS, may be deemed to beneficially own the 643,536 Shares beneficially owned by Trading Fund OS.
BVF GPH, as the sole member of each of BVF GP and BVF2 GP, may be deemed to beneficially own the 9,637,809 Shares beneficially owned in the aggregate by BVF and BVF2.
Partners, as the investment manager of BVF, BVF2 and Trading Fund OS, and the sole member of Partners OS, may be deemed to beneficially own the 10,437,066 Shares beneficially owned in the aggregate by BVF, BVF2 and Trading Fund OS and 155,721 Shares represented by 51,907 ADSs held in a certain Partners managed account (the "Partners Managed Account").
BVF Inc., as the general partner of Partners, may be deemed to beneficially own the 10,437,066 Shares beneficially owned by Partners.
Mr. Lampert, as a director and officer of BVF Inc., may be deemed to beneficially own the 10,437,066 Shares beneficially owned by BVF Inc.
The foregoing should not be construed in and of itself as an admission by any Reporting Person as to beneficial ownership of any Shares owned by another Reporting Person. BVF GP disclaims beneficial ownership of the Shares beneficially owned by BVF. BVF2 GP disclaims beneficial ownership of the Shares beneficially owned by BVF2. Partners OS disclaims beneficial ownership of the Shares beneficially owned by Trading Fund OS. BVF GPH disclaims beneficial ownership of the Shares beneficially owned by BVF and BVF2. Each of Partners, BVF Inc. and Mr. Lampert disclaims beneficial ownership of the Shares beneficially owned by BVF, BVF2 and Trading Fund OS and held in the Partners Managed Account, and the filing of this statement shall not be construed as an admission that any such person or entity is the beneficial owner of any such securities.
(b)
Percent of class:
The following percentages are based on 211,917,574 Shares outstanding as of December 11, 2025 (including Shares represented by ADSs), which is the total number of Shares outstanding as reported in the Issuer's Prospectus filed with the Securities and Exchange Commission on December 10, 2025 and in a press release issued by the Issuer on December 11, 2025.
As of the close of business on December 31, 2025, (i) BVF beneficially owned approximately 2.6% of the outstanding Shares, (ii) BVF2 beneficially owned approximately 1.9% of the outstanding Shares, (iii) Trading Fund OS beneficially owned less than 1% of the outstanding Shares, (iv) BVF GP may be deemed to beneficially own approximately 2.6% of the outstanding Shares, (v) BVF2 GP may be deemed to beneficially own approximately 1.9% of the outstanding Shares, (vi) Partners OS may be deemed to beneficially own less than 1% of the outstanding Shares, (vii) BVF GPH may be deemed to beneficially own approximately 4.5% of the outstanding Shares, and (viii) each of Partners, BVF Inc. and Mr. Lampert may be deemed to beneficially own approximately 4.9% of the outstanding Shares (less than 1% of the outstanding Shares represented by ADSs are held in the Partners Managed Account).
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
See Cover Pages Items 5-9.
(ii) Shared power to vote or to direct the vote:
See Cover Pages Items 5-9.
(iii) Sole power to dispose or to direct the disposition of:
See Cover Pages Items 5-9.
(iv) Shared power to dispose or to direct the disposition of:
See Cover Pages Items 5-9.
Item 5.
Ownership of 5 Percent or Less of a Class.
Ownership of 5 percent or less of a class
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
Not Applicable
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Not Applicable
Item 8.
Identification and Classification of Members of the Group.
If a group has filed this schedule pursuant to §240.13d-1(b)(1)(ii)(J), so indicate under Item 3(j) and attach an exhibit stating the identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to §240.13d-1(c) or §240.13d-1(d), attach an exhibit stating the identity of each member of the group.
See Exhibit 99.1 to the Schedule 13G filed with the Securities and Exchange Commission on August 18, 2025.
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
How much of Structure Therapeutics (GPCR) do the BVF entities and Mark Lampert own?
They collectively report beneficial ownership of 10,437,066 ordinary shares of Structure Therapeutics, Inc. This represents approximately 4.9% of the company’s outstanding shares, based on 211,917,574 shares outstanding reported by the issuer in December 2025.
Which BVF funds hold Structure Therapeutics (GPCR) shares and in what amounts?
Biotechnology Value Fund, L.P. holds 5,583,855 shares, Biotechnology Value Fund II, L.P. holds 4,053,954 shares and Biotechnology Value Trading Fund OS LP holds 643,536 shares. These positions are largely represented by American Depositary Shares directly owned by each fund.
What percentage of Structure Therapeutics (GPCR) is owned by BVF-related entities?
The filing states BVF-related entities and Mark N. Lampert may be deemed to beneficially own about 4.9% of Structure Therapeutics’ outstanding shares. Individual entities such as BVF and BVF II report approximately 2.6% and 1.9% ownership, respectively, as of December 31, 2025.
Is the BVF group seeking control of Structure Therapeutics (GPCR)?
The signatory certifies the securities were not acquired and are not held for the purpose of changing or influencing control of Structure Therapeutics. The holdings are reported on Schedule 13G, which is generally used for passive ownership positions rather than control-seeking investments.
How many Structure Therapeutics (GPCR) shares were outstanding for the ownership calculation?
The ownership percentages are based on 211,917,574 ordinary shares outstanding as of December 11, 2025. This figure, including shares represented by ADSs, comes from the company’s prospectus filed December 10, 2025 and a related press release issued December 11, 2025.
Who signed the Structure Therapeutics (GPCR) Schedule 13G/A on behalf of the BVF entities?
The filing is signed by Mark N. Lampert as an authorized signatory for the reporting entities. Multiple signature blocks dated February 17, 2026 reflect his execution of the certification and ownership disclosure on behalf of the BVF group and himself.
