Sagimet Biosciences Announces Inducement Grants Under Nasdaq Listing Rule 5635(c)(4)

Rhea-AI Summary

Sagimet Biosciences (Nasdaq: SGMT) announced inducement option grants on December 9, 2025 in connection with hiring three new employees. The Compensation Committee approved an aggregate of 42,800 stock options under the Nasdaq Rule 5635(c)(4) inducement exception, to be granted on December 9, 2025.

The options use a Black‑Scholes‑determined grant value and have an exercise price equal to the closing price on December 9, 2025 as reported by the Nasdaq Global Market. Each option has a 10‑year term and vests over four years: 25% at the one‑year anniversary and the remainder monthly over 36 months, subject to continued service.

Key Figures

Inducement stock options 42,800 options Aggregate options granted to three new employees on Dec 9, 2025

Employees granted 3 employees New hires receiving inducement option awards

Option term 10 years Term of Nasdaq Rule 5635(c)(4) inducement options

Vesting period 4 years Options vesting period for new employees

Initial cliff vesting 25% after 1 year Portion vesting on one-year anniversary of vesting commencement date

Monthly vesting remainder 36 months Remaining options vesting monthly after initial cliff

Market Reality Check

$6.28 Last Close

Volume Volume 952,641 vs 20-day average 556,799 (relative volume 1.71) ahead of this HR-related grant news. high

Technical Shares at $6.19 were trading slightly below the 200-day MA of $6.20 before the inducement grant announcement.

Peers on Argus

Before the inducement grant news, SGMT was down 3.13%, while biotech peers like SLN (-1.0%), ACIU (-1.77%), NMRA (-1.35%), PRQR (-0.93%) and THRD (-0.55%) were also negative, indicating broader sector softness rather than a company-specific move.

Historical Context

Date	Event	Sentiment	Move	Catalyst
Nov 20	Conference participation	Neutral	-7.4%	Evercore ISI healthcare conference participation with webcast details and timing.
Nov 13	Earnings and updates	Neutral	-12.2%	Q3 2025 financials and pipeline updates including denifanstat and TVB-3567.
Nov 10	Clinical data update	Positive	+10.8%	Positive FASCINATE-2 Phase 2b secondary analyses with strong fibrosis improvements.
Oct 24	Phase 3 trial success	Positive	+24.7%	Denifanstat met all endpoints in 480-patient Phase 3 acne trial in China.
Oct 14	Investor conferences	Neutral	-1.2%	Planned participation in multiple investor conferences with webcast access.

Pattern Detected

Recent clinically positive updates tended to see strong positive price reactions, while neutral conference and financial updates often coincided with negative moves.

Recent Company History

Over the last few months, Sagimet has reported several key milestones, including positive Phase 3 acne data in China and strong Phase 2b MASH results for denifanstat, both of which saw notable positive reactions of 24.69% and 10.77%. In contrast, neutral conference participation and Q3 2025 updates on Nov 13 and Nov 20 coincided with declines of 12.24% and 7.39%. The current inducement option grants fit into an ongoing pattern of equity-based compensation but lack direct clinical or financial catalysts.

Market Pulse Summary

This announcement details Nasdaq Rule 5635(c)(4) inducement grants totaling 42,800 stock options for three new employees, with a 10-year term and four-year vesting schedule. It extends Sagimet’s pattern of using equity for compensation but does not alter clinical timelines or financial guidance. In context, prior news has centered on denifanstat’s Phase 2b and Phase 3 successes and Q3 2025 liquidity of $125.5M, which remain the key drivers to monitor.

Key Terms

nasdaq listing rule 5635(c)(4) regulatory

"approved inducement grants of 42,800 stock options... under Nasdaq Rule 5635(c)(4)"

NASDAQ Listing Rule 5635(c)(4) is a rule that requires a company to get approval from its shareholders before selling a large amount of its shares, usually over 20%. This helps protect investors by making sure the company doesn't flood the market with new shares without their say, which could lower the stock's value.

black scholes value financial

"stock options... as determined based on the Black Scholes value on December 9, 2025"

The Black–Scholes value is the theoretical fair price of a stock option calculated by the Black–Scholes mathematical model; it combines the current stock price, the option’s strike price, time until expiration, expected price swings (volatility), and interest rates to produce a single number. Investors use it like a reference sticker price: to spot mispriced options, guide trading and hedging decisions, and estimate potential risk and reward without relying on emotion or guesswork.

exercise price financial

"The options will have an exercise price equal to the closing price"

The exercise price is the fixed amount at which you can buy or sell an asset, like a stock, when using an options contract. It matters because it helps determine whether exercising the option will be profitable or not, depending on the current market price. Think of it as the set price you agree on today to buy or sell later.

vesting commencement date technical

"on the one-year anniversary of the applicable vesting commencement date"

The vesting commencement date is the starting point when an employee begins earning ownership rights to their promised benefits, such as stock options or retirement contributions. Think of it like the day a savings account is opened—only after this date do the benefits start to grow and become fully available over time. It matters to investors because it marks when the clock begins ticking toward full ownership, affecting the timing and value of these benefits.

AI-generated analysis. Not financial advice.

SAN MATEO, Calif., Dec. 09, 2025 (GLOBE NEWSWIRE) -- Sagimet Biosciences Inc. (Nasdaq: SGMT), a clinical-stage biopharmaceutical company developing novel therapeutics targeting dysfunctional metabolic and fibrotic pathways, today announced that, in connection with the hiring of three employees, the Compensation Committee of Sagimet’s Board of Directors approved inducement grants of 42,800 stock options in aggregate to purchase shares of the Company’s Series A common stock as determined based on the Black Scholes value on December 9, 2025, to be granted on December 9, 2025 to the three newly-hired employees.

The option awards were granted pursuant to the Nasdaq Rule 5635(c)(4) inducement grant exception as a component of each individual’s employment compensation and were granted as an inducement material to his or her acceptance of employment with Sagimet.

The options will have an exercise price equal to the closing price of Sagimet’s Series A common stock as reported by the Nasdaq Global Market on December 9, 2025. The options have a ten-year term and vest over four years, with 25% of the number of shares underlying each stock option vesting on the one-year anniversary of the applicable vesting commencement date (based on the date in which the applicable employee’s employment commenced) and the remaining shares vesting monthly over 36 months thereafter, subject to each individual’s continued service with Sagimet through the applicable vesting dates.

About Sagimet Biosciences

Sagimet is a clinical-stage biopharmaceutical company developing novel fatty acid synthase (FASN) inhibitors designed to target dysfunctional metabolic and fibrotic pathways in conditions resulting from the overproduction of the fatty acid, palmitate. Denifanstat, an oral, once-daily pill, met all primary endpoints in its Phase 2b FASCINATE-2 clinical trial in metabolic dysfunction associated steatohepatitis (MASH) as well as all primary and secondary endpoints in Sagimet’s license partner for China’s Phase 3 clinical trial in moderate-to-severe acne. A combination of denifanstat and resmetirom is currently being tested in a Phase 1 PK clinical trial and is planned to be developed for cirrhotic patients living with F4-stage MASH. TVB-3567, a second oral FASN inhibitor which is planned to be developed for acne, is currently being tested in a Phase 1 first-in-human clinical trial. For additional information about Sagimet, please visit www.sagimet.com.

Investor Contact:
Joyce Allaire 
LifeSci Advisors 
JAllaire@LifeSciAdvisors.com

Media Contact:
Michael Fitzhugh
LifeSci Advisors 
mfitzhugh@lifescicomms.com

FAQ

What did Sagimet (SGMT) announce on December 9, 2025 about inducement grants?

Sagimet announced aggregate inducement grants of 42,800 stock options to three new hires under Nasdaq Rule 5635(c)(4), granted on December 9, 2025.

How is the exercise price for the SGMT inducement options determined?

The exercise price equals the closing price of Sagimet’s Series A common stock on December 9, 2025 as reported by the Nasdaq Global Market.

What are the vesting terms for the SGMT December 9, 2025 option grants?

Options vest over four years: 25% vests at the one‑year anniversary, then the remainder vests monthly over the next 36 months, subject to continued service.

What is the term length of the stock options granted by Sagimet (SGMT)?

Each option has a 10‑year term from the grant date.

Under which Nasdaq rule were Sagimet’s (SGMT) December 9, 2025 grants approved?

The grants were approved under the Nasdaq Rule 5635(c)(4) inducement grant exception as part of each employee’s employment compensation.

Who approved the SGMT inducement grants and why were they granted?

Sagimet’s Compensation Committee approved the grants as inducements material to each individual’s acceptance of employment with the company.