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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. |
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 |
