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

~~May~~June 117, 2025

Date of Report (Date of earliest event reported)

Bicycle Therapeutics plc

(Exact name of registrant as specified in its charter)

England and Wales

001-38916

Not applicable

(State or other jurisdiction
of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

Blocks A & B, Portway Building, Granta Park Great Abington, Cambridge United Kingdom	CB21 6GS
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: +44 1223 261503

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:

¨	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	Trading Symbol (s)	Name of each exchange on which registered
Ordinary shares, nominal value £0.01 per share	n/a	The Nasdaq Stock Market LLC*
American Depositary Shares, each representing one ordinary share, nominal value £0.01 per share	BCYC	The Nasdaq Stock Market LLC

* Not for trading, but only in connection with the listing of the American Depositary Shares on The Nasdaq Stock Market LLC.

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 25.~~02.~~07 ~~Results~~Submission of ~~Operations~~Matters ~~and~~to ~~Financial~~a ~~Condition~~Vote of Security Holders

~~On May 1, 2025,~~ Bicycle Therapeutics plc ~~issued~~(the a“Company”) held ~~press~~its ~~release~~annual ~~announcing financial~~general ~~results~~meeting ~~for~~of shareholders (the ~~fiscal~~“AGM”) ~~quarter~~on ~~ended~~June ~~March 31~~17, 2025. Each of the proposals set forth below were voted on and ~~other~~duly ~~business~~passed ~~highlights~~on a poll at the AGM. ADetailed ~~copy~~descriptions of these proposals and of the ~~press~~voting ~~release~~procedures isapplied ~~being~~at ~~furnished~~the AGM are ascontained ~~Exhibit~~in ~~99.1~~the toCompany’s ~~this~~definitive ~~Current~~proxy ~~Report~~statement on ~~Form~~Schedule ~~8-K~~14A filed with the Securities and isExchange ~~incorporated~~Commission ~~herein~~on byApril 23, ~~reference~~2025.

~~The~~There ~~information~~were ~~contained~~49,135,059 ordinary shares of the Company represented in ~~Item 2~~person or by proxy at the AGM, constituting approximately 98.0263% inof ~~this~~the ~~Current~~issued ~~Report~~ and outstanding ordinary shares on ~~Form 8-K (including~~June 17, ~~Exhibit 99~~2025.1) ~~shall~~Proxy ~~not~~appointments bewhich ~~deemed~~gave the Chairman of the meeting discretion have been included in the “~~filed~~For” ~~for~~total. ~~purposes~~In ofaccordance with ~~Section 18~~the terms of the ~~Securities Exchange~~deposit ~~Act~~agreement ofby ~~1934~~and (among the ~~“Exchange~~Company, ~~Act~~Citibank, N.A. as depositary and holders and beneficial owners of American Depositary Shares (“ADSs”) dated May 28, 2019, holders of ADSs who did not provide the depositary bank with voting instructions on or ~~otherwise~~before ~~subject~~the specified deadline were deemed to have instructed the ~~liabilities~~depositary ofto ~~that~~give ~~section,~~a ~~nor~~discretionary ~~shall~~proxy itto bea ~~deemed incorporated~~person designated by ~~reference~~the inCompany ~~any~~to ~~filing~~vote ~~under~~ the ~~Securities~~underlying ~~Act~~ordinary ofshares ~~1933,~~at asthe ~~amended,~~AGM orand the ~~Exchange~~voting ~~Act,~~results ~~except~~below asreflect ~~expressly~~that ~~set~~designation. ~~forth~~A vote withheld/abstain byis ~~specific~~not ~~reference~~a vote in ~~such~~law and is not counted in the calculation of votes for or against a ~~filing~~resolution.

~~Item~~Ordinary ~~9.01 Financial Statements and Exhibits~~Resolutions

~~(d) Exhibits~~Proposal 1 – To re-elect as a director Alessandro Riva.

Exhibit No.	Description
For	Against	Vote Withheld/Abstain
99.1	Press Release issued May 1, 2025
40,034,345	9,086,349	14,365
104	Cover Page Interactive Data File (formatted in Inline XBRL)

~~SIGNATURES~~Proposal 2 – To re-elect as a director Stephen Sands.

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.

For		Against		Vote Withheld/Abstain
47,652,747		1,481,237		1,075

~~Date:~~Proposal ~~May~~3 1– To approve, ~~2025~~on ~~BICYCLE~~an ~~THERAPEUTICS~~advisory basis, ~~PLC~~the compensation of the Company’s named executive officers, as disclosed in the Company’s definitive proxy statement.

By: /s/ Alethia Young Name: Alethia Young Title: Chief Financial Officer

For		Against		Vote Withheld/Abstain
47,287,428		1,743,008		104,623

Proposal 4 – To ratify the appointment of PricewaterhouseCoopers LLP, a limited liability partnership organized under the laws of England, as the Company’s U.S. independent registered public accounting firm for the year ending December 31, 2025.

For		Against		Vote Withheld/Abstain
49,093,195		41,363		501

Proposal 5 – To re-appoint PricewaterhouseCoopers LLP, a limited liability partnership organized under the laws of England, as the Company’s U.K. statutory auditors, to hold office until the conclusion of the next annual general meeting of shareholders.

For		Against		Vote Withheld/Abstain
49,094,477		40,022		560

Proposal 6 – To authorize the Audit Committee of the Company’s Board of Directors (the “Board”) to determine the Company’s U.K. statutory auditors’ remuneration for the year ending December 31, 2025.

For		Against		Vote Withheld/Abstain
49,116,858		17,701		500

Proposal 7 – To receive and adopt the Company’s U.K. statutory annual accounts and reports for the year ended December 31, 2024.

For		Against		Vote Withheld/Abstain
49,001,464		133,090		505

Proposal 8 – To approve the directors’ remuneration report for the year ended December 31, 2024, which report is set forth in the Company’s definitive proxy statement.

For		Against		Vote Withheld/Abstain
47,393,255		1,733,604		8,200

Proposal 9 – To approve an amendment to the Company’s Amended and Restated 2020 Equity Incentive Plan, which amendment is set forth in the Company’s definitive proxy statement.

For		Against		Vote Withheld/Abstain
38,137,068		10,979,123		18,868

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.

Date: June 17, 2025	BICYCLE THERAPEUTICS PLC

	By:	/s/ Alethia Young
	Name: Alethia Young
	Title: Chief Financial Officer

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