Sagimet Biosciences (NASDAQ: SGMT) names KPMG as new independent auditor

Rhea-AI Filing Summary

Sagimet Biosciences Inc. reported that its Board of Directors, following a recommendation from the Audit Committee, approved a change in independent auditors. Effective August 18, 2025, KPMG LLP was appointed as the company’s independent registered public accounting firm for the fiscal year ending December 31, 2025 and related interim periods, and Deloitte & Touche LLP was dismissed from this role.

The company states that Deloitte’s audit reports on the financial statements for the years ended December 31, 2024 and 2023 contained no adverse opinions, disclaimers of opinion, or qualifications, and that there were no disagreements with Deloitte on accounting principles, financial statement disclosure, or audit procedures during those periods and through August 18, 2025. Sagimet also notes that during the same periods it did not consult KPMG on specific accounting transactions or anticipated audit opinions before this appointment.

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Corporate governance and accounting policy analyst

Sagimet changes audit firm from Deloitte to KPMG with no reported disputes.

Sagimet Biosciences Inc. is transitioning its independent auditor role from Deloitte & Touche LLP to KPMG LLP starting with the fiscal year ending December 31, 2025. The decision was recommended by the Audit Committee and approved by the Board, indicating it followed the company’s formal governance process for auditor changes.

The company reports that Deloitte’s audit opinions on the 2023 and 2024 financial statements were clean, without adverse opinions or qualifications, and that there were no disagreements on accounting principles, disclosures, or audit scope through August 18, 2025. It also states that neither Sagimet nor its representatives consulted KPMG on specific accounting matters or anticipated opinions before the appointment, which addresses common regulatory concerns around pre-clearance of views.

This type of auditor change is often administrative in nature, though it can affect how the company implements and communicates accounting policies going forward. Future annual and quarterly reports audited or reviewed by KPMG will show how the new firm applies its procedures to Sagimet’s reporting, while the attached Deloitte letter referenced as Exhibit 16.1 is intended to confirm Deloitte’s agreement with the disclosed characterizations of the prior relationship.

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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): August 18, 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 4.01. Changes in Registrant’s Certifying Accountant.

On August 18, 2025, the Audit Committee of the Board of Directors (the “Board”) of Sagimet Biosciences Inc. (the “Company”) recommended and the Board approved (i) the appointment of KPMG LLP (“KPMG”) as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025 and related interim periods and, concurrently, (ii) the dismissal of Deloitte & Touche LLP (“Deloitte”) as the Company’s independent registered public accounting firm, effective immediately.

The audit reports of Deloitte on the Company’s financial statements as of December 31, 2024 and December 31, 2023, did not contain an adverse opinion or a disclaimer of opinion, and were not qualified or modified as to uncertainty, audit scope, or accounting principles. Furthermore, during the two most recent fiscal years ended December 31, 2024 and December 31, 2023, and the subsequent interim period through August 18, 2025, there were no disagreements with Deloitte on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of Deloitte, would have caused it to make a reference in connection with its opinion to the subject matter of the disagreement or reportable events as defined in Item 304(a)(1)(v) of Regulation S-K.

During the two most recent fiscal years ended December 31, 2024 and December 31, 2023, and the subsequent interim period through August 18, 2025, KPMG has not been engaged as either the principal accountant to audit the Company’s financial statements, or as an independent accountant to audit a significant subsidiary of the Company. During the two most recent fiscal years, ended December 31, 2024 and December 31, 2023, and the subsequent interim period through August 18, 2025, neither the Company nor anyone on the Company’s behalf consulted KPMG regarding (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s financial statements, and no written report or oral advice was provided to the Company by KPMG that KPMG concluded was an important factor considered by the Company in reaching a decision as to the accounting, auditing or financial reporting issue; or (ii) any matter that was either the subject of a disagreement within the meaning of Item 304(a)(1)(iv) of Regulation S-K, or a reportable event within the meaning of Item 304(a)(1)(v) of Regulation S-K.

The Company provided Deloitte with a copy of the foregoing disclosures prior to the filing of this Current Report on Form 8-K and requested that Deloitte furnish a letter addressed to the Securities and Exchange Commission, a copy of which is attached hereto as Exhibit 16.1, stating whether it agrees with such disclosures, and, if not, stating the respects in which it does not agree.

Item 9.01. Financial Statement and Exhibits.

(d) Exhibits.

Exhibit Number		Description
16.1		Letter to the Securities and Exchange Commission from Deloitte & Touche LLP, dated August 18, 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: August 22, 2025	By:	/s/ David Happel
		David Happel
		Chief Executive Officer

FAQ

What auditor change did Sagimet Biosciences Inc. (SGMT) disclose in this 8-K?

Sagimet Biosciences Inc. disclosed that its Board approved the appointment of KPMG LLP as its independent registered public accounting firm for the fiscal year ending December 31, 2025 and related interim periods, and the concurrent dismissal of Deloitte & Touche LLP as its independent registered public accounting firm, effective August 18, 2025.

Were there any disagreements between Sagimet Biosciences (SGMT) and Deloitte before the auditor change?

The company states that during the two most recent fiscal years ended December 31, 2024 and December 31, 2023, and the interim period through August 18, 2025, there were no disagreements with Deloitte on accounting principles or practices, financial statement disclosure, or auditing scope or procedure that would have required mention in Deloitte’s audit reports.

Did Deloitte issue any qualified or adverse opinions on Sagimet Biosciences’ financial statements?

According to the disclosure, Deloitte’s audit reports on Sagimet’s financial statements as of December 31, 2024 and December 31, 2023 did not contain an adverse opinion or a disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope, or accounting principles.

Had Sagimet Biosciences (SGMT) previously consulted KPMG on accounting matters before appointing it as auditor?

The company reports that during the two most recent fiscal years ended December 31, 2024 and 2023, and the interim period through August 18, 2025, neither Sagimet nor anyone on its behalf consulted KPMG on the application of accounting principles to a specific transaction or on the type of audit opinion that might be rendered on its financial statements, nor on any matter involving disagreements or reportable events.

How is Deloitte involved in confirming the disclosures about Sagimet Biosciences’ auditor change?

Sagimet states that it provided Deloitte with a copy of the disclosures and requested a letter to the Securities and Exchange Commission indicating whether Deloitte agrees with them. This letter is identified as Exhibit 16.1 to the report.

What exhibits are included with Sagimet Biosciences’ 8-K about the auditor change?

The 8-K lists two exhibits: Exhibit 16.1, which is Deloitte & Touche LLP’s letter to the Securities and Exchange Commission dated August 18, 2025, and Exhibit 104, the cover page interactive data file embedded within the Inline XBRL document.