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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
Date of Report (Date of earliest event reported):
November 13, 2025
SAGIMET BIOSCIENCES INC.
(Exact name of registrant as specified in its
charter)
| Delaware |
001-41742 |
20-5991472 |
(State or other jurisdiction
of incorporation) |
(Commission
File Number) |
(I.R.S. Employer
Identification No.) |
Sagimet Biosciences Inc.
155 Bovet Road, Suite 303,
San Mateo, California 94402
(Address of principal executive offices, including
zip code)
(650) 561-8600
(Registrant’s telephone number, including
area code)
Not Applicable
(Former Name or Former Address, if Changed Since
Last Report)
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 |
Trade
Symbol(s) |
Name of each exchange on which registered |
| Series A Common Stock, $0.0001 par value per share |
SGMT |
The Nasdaq Global Market |
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 x
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 2.02 |
Results of Operations and Financial Condition |
On November 13, 2025, Sagimet
Biosciences Inc. (the “Company”) issued a press release announcing its financial results for the quarter ended September 30,
2025. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein
by reference.
The information contained in this Item 2.02 (including Exhibit 99.1)
is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934,
as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section and shall not be deemed to be incorporated
by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except
as shall be expressly set forth by specific reference in such filing.
| Item 7.01 |
Regulation FD Disclosure. |
On November 13, 2025, the Company updated
information reflected in a slide presentation, which is attached as Exhibit 99.2 to this Current Report on Form 8-K and is incorporated
herein by reference. Representatives of the Company will use the updated presentation in various meetings with investors from time to
time.
The information in Item 7.01 of this Current
Report on Form 8-K, including the information set forth in Exhibit 99.2, is being furnished and shall not be deemed “filed”
for purposes of Section 18 of the Exchange Act, nor shall Exhibit 99.2 furnished herewith be deemed incorporated by reference
in any filing under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
| Item 9.01 |
Financial Statements and Exhibits |
(d) Exhibits
Exhibit
No. |
|
Document |
| 99.1 |
|
Press Release of Sagimet Biosciences Inc., dated November 13, 2025. |
| 99.2 |
|
Investor Presentation of Sagimet Biosciences Inc., dated November 13, 2025. |
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| |
Sagimet Biosciences Inc. |
| |
|
|
| Date: November 13, 2025 |
By: |
/s/ David Happel |
| |
|
David Happel |
| |
|
Chief Executive Officer |