Sagimet Biosciences (NASDAQ: SGMT) signs TAPI deal for resmetirom API combo

Rhea-AI Filing Summary

Sagimet Biosciences Inc. entered into a license agreement with Assia Chemical Industries Ltd., doing business as TAPI Technology & API Services, a subsidiary of Teva Pharmaceutical Industries. TAPI granted Sagimet a global, exclusive license to certain intellectual property covering innovative forms of TAPI’s resmetirom active pharmaceutical ingredient for Sagimet’s technical evaluation and manufacture.

If Sagimet elects to proceed after an evaluation period, the license also covers further development of a fixed-dose combination product containing denifanstat and resmetirom. Sagimet previously made a non-refundable up-front payment of $2.5 million to TAPI upon execution of a term sheet, and TAPI may be eligible for low single-digit royalties plus up to $5.5 million in additional manufacturing-related milestone payments. The agreement runs until specified TAPI know-how is no longer confidential or the last TAPI patent expires, unless terminated earlier under its terms.

Insights

Biopharma partnerships analyst

Sagimet licenses resmetirom API IP from Teva unit for potential combo with denifanstat.

Sagimet Biosciences has secured a global, exclusive license from TAPI, a subsidiary of Teva, to intellectual property covering innovative forms of resmetirom active pharmaceutical ingredient. The license initially supports technical evaluation and manufacture and could extend to development of a fixed-dose combination of denifanstat and resmetirom if Sagimet chooses to proceed after an evaluation period.

The economics include a previously paid non-refundable up-front of $2.5 million, potential manufacturing-related milestones of up to $5.5 million, and low single-digit royalties. These terms are typical of early-stage licensing where commercial upside is pushed into future milestones and royalties, limiting near-term cash outlay beyond the initial payment.

The agreement lasts until the relevant TAPI know-how ceases to be confidential or the last patent expires, unless terminated earlier under its conditions. Future disclosures about Sagimet’s decision after the evaluation period and any progress on the fixed-dose combination would clarify how central this licensed API becomes in its pipeline.

8-K Event Classification

2 items: 8.01, 9.01

2 items

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Understanding 8-K Material Events →

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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): December 17, 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 8.01 Other Events.

On December 17, 2025, Sagimet Biosciences Inc. (the “Company”) issued a press release announcing its entry into a license agreement with Assia Chemical Industries Ltd., doing business as TAPI Technology & API Services (“TAPI”), a subsidiary of Teva Pharmaceutical Industries Ltd. (the “License Agreement”). Under the License Agreement, TAPI granted the Company a global, exclusive license to certain intellectual property rights covering innovative forms of TAPI’s resmetirom active pharmaceutical ingredient (“API”) for the Company’s technical evaluation and manufacture, and, if elected by the Company following an evaluation period, further development of a fixed-dose combination product containing denifanstat and resmetirom.

The Company previously made a non-refundable up-front payment to TAPI in the amount of $2.5 million upon execution of a term sheet. Pursuant to the License Agreement, TAPI may be eligible to receive low single-digit royalties and potential additional manufacturing-related milestones of up to $5.5 million. The License Agreement terminates upon the date certain TAPI know-how ceases to be confidential information or the last of the TAPI patents expires, whichever is later, unless earlier terminated by either party in accordance with the terms of the License Agreement.

A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Document
99.1		Press Release of Sagimet Biosciences Inc., dated December 17, 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: December 17, 2025	By:	/s/ David Happel
		David Happel
		Chief Executive Officer

FAQ

What agreement did Sagimet Biosciences (SGMT) announce with TAPI?

Sagimet announced a license agreement with Assia Chemical Industries Ltd., doing business as TAPI Technology & API Services, a Teva subsidiary, for global, exclusive rights to certain resmetirom API intellectual property.

What drugs are involved in Sagimet Biosciences new license with TAPI?

The license covers innovative forms of TAPIs resmetirom active pharmaceutical ingredient and contemplates potential development of a fixed-dose combination product containing denifanstat and resmetirom.

How much has Sagimet Biosciences paid TAPI under this arrangement?

Sagimet previously made a non-refundable up-front payment of $2.5 million to TAPI upon execution of a term sheet related to this license arrangement.

What future payments could TAPI receive from Sagimet Biosciences?

Under the license, TAPI may be eligible to receive low single-digit royalties and potential additional manufacturing-related milestone payments of up to $5.5 million.

How long does the Sagimets license agreement with TAPI remain in effect?

The license agreement terminates when certain TAPI know-how is no longer confidential information or when the last TAPI patent expires, whichever occurs later, unless ended earlier under its terms.

What is the purpose of the resmetirom license for Sagimet Biosciences?

The license allows Sagimet to use innovative forms of TAPIs resmetirom API for technical evaluation and manufacture and, if it elects to proceed after an evaluation period, further development of a fixed-dose combination with denifanstat.