Sagimet Biosciences Announces Proposed Public Offering of Series A Common Stock

Rhea-AI Summary

Sagimet Biosciences Inc. announced the commencement of an underwritten public offering of 9,000,000 shares of its Series A common stock, with an additional 1,350,000 shares subject to purchase by underwriters. The offering is being managed by Goldman Sachs & Co. LLC, TD Cowen, Leerink Partners, and JMP Securities, A Citizens Company. The registration statement for the offering has been filed with the SEC but has not yet become effective.

Financial Analyst

The commencement of a public offering of 9 million shares by Sagimet Biosciences represents a significant capital-raising event that could have material consequences for the company's financial position and its ability to fund ongoing and future projects. The decision to offer additional shares to underwriters indicates a potential increase in liquidity, which could be used to accelerate clinical trials, expand research and development efforts, or retire existing debt. However, it is also essential to consider the dilutive effect on current shareholders, as the increase in the number of outstanding shares could lead to a reduction in earnings per share.

Furthermore, the involvement of reputable financial institutions such as Goldman Sachs & Co. LLC, TD Cowen and Leerink Partners as joint book-running managers and JMP Securities as the lead manager, adds credibility to the offering and could attract institutional investors. The market's reception of the offering will be a key indicator of investor confidence in Sagimet's growth prospects and the perceived value of its FASN inhibitors in treating metabolic and fibrotic diseases.

Market Research Analyst

Understanding the market dynamics surrounding Sagimet's public offering involves analyzing the biopharmaceutical sector's current state, investor sentiment towards clinical-stage companies and the specific interest in novel treatments like FASN inhibitors. The market's response to the offering will be indicative of the perceived potential of Sagimet's technology and its position within the competitive landscape. Competition from other companies working on similar pathways or alternative treatments could influence the level of interest and the pricing of the offering.

It's also important to monitor the broader economic context, as market conditions, such as interest rates and investor risk appetite, can significantly impact the success of public offerings. Any shifts in regulatory policies or healthcare reimbursement could further influence the company's market valuation and the long-term commercial viability of its products.

Legal Expert

The legal framework surrounding this public offering is critical, with the registration statement filed with the SEC being a central document for potential investors. The effectiveness of the registration statement and the compliance with securities laws are non-negotiable prerequisites for the offering to proceed. Any deviations or delays in this process could postpone or even jeopardize the offering.

Moreover, the stipulation that the securities may not be sold until the registration statement becomes effective is a standard regulatory safeguard. The prospectus will provide detailed information about the offering and its thorough examination by potential investors is essential for informed decision-making. The legal disclaimer regarding the sale of securities in jurisdictions where it would be unlawful ensures compliance with diverse regulatory environments, which is particularly important for investors and the company alike.

SAN MATEO, Calif., Jan. 23, 2024 (GLOBE NEWSWIRE) -- Sagimet Biosciences Inc. (“Sagimet”) (Nasdaq: SGMT), a clinical-stage biopharmaceutical company developing novel fatty acid synthase (FASN) inhibitors designed to target dysfunctional metabolic and fibrotic pathways, today announced the commencement of an underwritten public offering of 9,000,000 shares of its Series A common stock. All of the shares in the proposed offering are to be sold by Sagimet. In addition, Sagimet expects to grant the underwriters a 30-day option to purchase up to an additional 1,350,000 shares of its Series A common stock in the offering. The offering is subject to market and other conditions, and there can be no assurance as to whether or when the offering may be completed, or as to the actual size or terms of the offering.

Goldman Sachs & Co. LLC, TD Cowen and Leerink Partners are acting as joint book-running managers for the offering. JMP Securities, A Citizens Company, is acting as the lead manager for the offering.

A registration statement relating to the shares being sold in this offering has been filed with the Securities and Exchange Commission (the “SEC”), and is available on the SEC’s website located at www.sec.gov, but has not yet become effective. The shares may not be sold, nor may offers to buy be accepted, prior to the time this registration statement becomes effective. This offering is being made only by means of a written prospectus. Copies of the preliminary prospectus relating to the proposed offering may be obtained from: Goldman Sachs & Co. LLC, Attention: Prospectus Department, 200 West Street, New York, NY 10282, by telephone at (866) 471-2526, or by email at prospectus-ny@ny.email.gs.com; Cowen and Company, LLC, 599 Lexington Avenue, New York, NY 10022, by email at Prospectus_ECM@cowen.com, or by telephone at (833) 297-2926; or Leerink Partners LLC, Attention: Syndicate Department, 53 State Street, 40^th Floor, Boston, MA 02109, by telephone at (800) 808-7525, ext. 6105, or by email at syndicate@leerink.com.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy these securities, nor will there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state, province, territory or other jurisdiction.

About Sagimet Biosciences

Sagimet is a clinical-stage biopharmaceutical company developing novel fatty acid synthase (FASN) inhibitors that are designed to target dysfunctional metabolic pathways in diseases resulting from the overproduction of the fatty acid palmitate. Sagimet’s lead drug candidate, denifanstat, is an oral, once-daily pill and selective FASN inhibitor in development for the treatment of NASH, for which there are no treatments currently approved in the United States or Europe. FASCINATE-2, a Phase 2b clinical trial of denifanstat in NASH with liver biopsy-based primary endpoints, was successfully completed with positive results.

Forward-Looking Statements

This press release contains forward-looking statements. Investors are cautioned not to place undue reliance on these forward-looking statements, including, without limitation, statements about the expected completion, timing and size of the proposed public offering and the grant to the underwriters of the option to purchase additional shares. Each forward-looking statement is subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied in such statement. Applicable risks and uncertainties include those related to market conditions and satisfaction of customary closing conditions related to the proposed offering. There can be no assurance as to whether or when the offering may be completed, or as to the actual size or terms of the offering. Applicable risks also include those identified under the heading “Risk Factors” in the preliminary prospectus that forms a part of the registration statement filed with the SEC. These forward-looking statements speak only as of the date of this press release. Factors or events that could cause Sagimet’s actual results to differ may emerge from time to time, and it is not possible for Sagimet to predict all of them. Sagimet undertakes no obligation to update any forward-looking statement, whether as a result of new information, future developments or otherwise, except as may be required by applicable law.

Contact:

Maria Yonkoski
ICR Westwicke
203-682-7167
maria.yonkoski@westwicke.com

FAQ

What is the purpose of Sagimet Biosciences Inc.'s public offering of Series A common stock?

The purpose of the public offering is to raise funds for Sagimet Biosciences Inc. to support its clinical-stage biopharmaceutical development activities.

How many shares are included in the public offering of Series A common stock?

The public offering includes 9,000,000 shares of Sagimet Biosciences Inc.'s Series A common stock, with an option for underwriters to purchase an additional 1,350,000 shares.

Who are the joint book-running managers for the offering?

Goldman Sachs & Co. LLC, TD Cowen, and Leerink Partners are acting as joint book-running managers for the public offering of Sagimet Biosciences Inc.'s Series A common stock.

Where can potential investors obtain the preliminary prospectus for the proposed offering?

Potential investors can obtain the preliminary prospectus from Goldman Sachs & Co. LLC, TD Cowen, and Leerink Partners, as well as through the SEC's website.

What is the SEC website where the registration statement has been filed?

The registration statement for the public offering has been filed with the Securities and Exchange Commission (SEC) and is available on the SEC's website located at www.sec.gov.

Is there a specific date for when the registration statement becomes effective?

The registration statement for the public offering has not yet become effective, and therefore, the shares may not be sold or offers to buy accepted until it becomes effective.