Structure Therapeutics Inc. 8-K Filing

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Key Financial Figures

• $0.0001 — ting three ordinary shares, par value $0.0001 per ordinary share GPCR Nasdaq Glo
• $65.00 — he Company, at a price to the public of $65.00 ADS and (ii) in lieu of ADSs to certain
• $64.9999 — Warrants") at a price to the public of $64.9999 per Pre-Funded Warrant, which represent
• $650.0 m — from the Offering will be approximately $650.0 million, before deducting underwriting di

Filing Documents

• tm2532078d5_8k.htm (8-K) — 44KB
• tm2532078d5_ex1-1.htm (EX-1.1) — 339KB
• tm2532078d5_ex4-1.htm (EX-4.1) — 76KB
• tm2532078d5_ex5-1.htm (EX-5.1) — 18KB
• tm2532078d5_ex5-2.htm (EX-5.2) — 24KB
• tm2532078d5_ex5-3.htm (EX-5.3) — 14KB
• tm2532078d5_ex5-1img001.jpg (GRAPHIC) — 17KB
• tm2532078d5_ex5-1img002.jpg (GRAPHIC) — 21KB
• tm2532078d5_ex5-2mg001.jpg (GRAPHIC) — 60KB
• tm2532078d5_ex5-2mg002.jpg (GRAPHIC) — 29KB
• tm2532078d5_ex5-3img001.jpg (GRAPHIC) — 3KB
• 0001104659-25-120015.txt ( ) — 1031KB
• gpcr-20251209.xsd (EX-101.SCH) — 4KB
• gpcr-20251209_def.xml (EX-101.DEF) — 27KB
• gpcr-20251209_lab.xml (EX-101.LAB) — 36KB
• gpcr-20251209_pre.xml (EX-101.PRE) — 25KB
• tm2532078d5_8k_htm.xml (XML) — 6KB

01 Other Events

Item 8.01 Other Events. Follow-on Public Offering On December 9, 2025, Structure Therapeutics, Inc. (the "Company") entered into an underwriting agreement (the "Underwriting Agreement") with Jefferies LLC, Leerink Partners LLC, Goldman Sachs & Co. LLC and Morgan Stanley & Co. LLC, as representatives of the several underwriters named therein (collectively, the "Underwriters"), pursuant to which the Company agreed to issue and sell in an underwritten offering (the "Offering") an aggregate of (i) 8,461,538 American Depositary Shares ("ADSs"), each ADS representing three ordinary shares of the Company, at a price to the public of $65.00 ADS and (ii) in lieu of ADSs to certain investors, pre-funded warrants to purchase 1,538,462 ADSs, each ADS representing three ordinary shares (the "Pre-Funded Warrants") at a price to the public of $64.9999 per Pre-Funded Warrant, which represents the per ADS public offering price less the $0.0001 per share exercise price for each such Pre-Funded Warrant. In addition, the Company also granted the Underwriters an option, exercisable for 30 days, to purchase up to an additional 1,500,000 ADSs at the public offering price, less the underwriting discounts and commissions. All of the securities are being sold by the Company. The gross proceeds to the Company from the Offering will be approximately $650.0 million, before deducting underwriting discounts and commissions and estimated offering expenses payable by the Company, and assuming no exercise of the Underwriters' option to purchase additional ADSs. The closing of the Offering is expected to occur on December 11, 2025, subject to the satisfaction of customary closing conditions. The Pre-Funded Warrants are being offered to certain investors whose purchase of ADSs in the Offering would otherwise result in such investor, together with its affiliates and certain related parties, beneficially owning ADSs or Ordinary Shares with a value of or in excess of 9.99% of the total equity of t

Forward-Looking Statements

Forward-Looking Statements This Current Report on Form 8-K 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 expectations with respect to the completion of the Offering and the expected gross proceeds from the Offering. In addition, when or if used in this Current Report on Form 8-K, the words and phrases "anticipate," "believe," "expect," "may," "plan," "potential," "to be," "will," and similar expressions and their variants, as they relate to the Company may identify forward-looking 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 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, market risks and uncertainties, the satisfaction of customary closing conditions for an offering of securities and other risk and uncertainties described in the Company's filings with the SEC, including the Company's latest Quarterly Report on Form 10-Q and future reports the Company may file with the SEC from time to time. All forward-looking statements contained in this Current Report on Form 8-K 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

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 1.1 Underwriting Agreement, by and among the Company, Jefferies LLC, Leerink Partners LLC, Goldman Sachs & Co. LLC and Morgan Stanley & Co. LLC, as representatives of the several underwriters named therein, dated December 9, 2025. 4.1 Form of Pre-Funded Warrant 5.1 Opinion of Travers Thorp Alberga. 5.2 Opinion of Zhong Lun Law Firm. 5.3 Opinion of Cooley LLP. 23.1 Consent of Travers Thorp Alberga (included in Exhibit 5.1). 23.2 Consent of Zhong Lun Law Firm (included in Exhibit 5.2). 23.3 Consent of Cooley LLP (included in Exhibit 5.3). 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

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: December 10, 2025 By: /s/ Raymond Stevens Raymond Stevens, Ph.D. Chief Executive Officer

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