Bicycle Therapeutics Ltd ADR 2025年度报告

(Mark One) *Not for trading, but only in connection with the listing of the American Depositary Shares on the NASDAQ Global Select Market. Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule405 of the Securities Act. Yes◻No⌧ Indicate by check mark if the registrant is not required to file reports pursuant to Section13 or Section15(d)of the Act. Yes◻No⌧ Indicate by check mark whether the registrant (1)has filed all reports required to be filed by Section13 or 15(d)of the Securities Exchange Act of 1934 during the preceding12months (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 90days. Yes⌧No◻ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule405 of RegulationS-T during thepreceding 12months (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 Rule12b-2 of the Exchange Act. Large accelerated filer◻ Non-accelerated filer⌧ 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 financialaccounting standards provided pursuant to Section13(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 reportingunder Section 404(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 correctionof an error to previously 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’sexecutive officers 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 Rule12b-2 of the Exchange Act). Yes◻No⌧ The aggregate market value (approximate)of the registrant’s voting and non-voting common equity held by non-affiliates based on the closing price per American Depositary Share,or ADS, of the registrant’s ADSs on The Nasdaq Global Select Market on June 30, 2025 (the last business day of the registrant’s most recently completed second fiscal quarter) was$266,666,552. As of March 12, 2026, the registrant had 50,269,082 ordinary shares, nominal value £0.01 per share, and 19,437,944 non-voting ordinary shares, nominal value £0.01 per share, Portions of the registrant’s definitive proxy statement, or Proxy Statement, for its 2026 Annual General Meeting, which the registrant intends to file pursuant to Regulation 14A withthe Securities and Exchange Commission not later than 120 days after the registrant’s fiscal year ended December 31, 2025, are incorporated by reference intoPart III of this Annual Report on Form 10-K. SPECIAL NOTE REGARDING FORWARD LOOKING STATEMENTS This Annual Report on Form10-K, or this Annual Report, contains forward-looking statements which aremade pursuant to the safe harbor provisions of Section27A of the Securities Act of 1933, as amended, or theSecurities Act, and Section21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act. Thesestatements may be identified by such forward-looking terminology as “will,” “may,” “should,” “expects,”“intends,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “potential,” “continue” or variations of thesewords or similar expressions that are intended to identify forward-looking statements, although not all forward-looking statements contain these words. Any forward-looking statement involves known and unknown risks,uncertainties and other factors that may cause our actual results, levels of activity, performance or achievements todiffer materially from any future results, levels of activity, performance or achievements expressed or implied bysuch forward-looking statement. Forward-looking statements include statements, other than statements of historicalfact, about, among other things: ●the initiation, timing, progress and results of our preclinical studies and clinical trials, and ourresearch and development programs;●our ability to advance our product candidates into, and successfully complete, cli