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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 14, 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 1.01 |
Entry into a Material Definitive Agreement |
On August 14, 2025, Sagimet Biosciences
Inc. (the “Company”) entered into a Sales Agreement (the “Agreement”) with Leerink Partners LLC (the “Agent”),
pursuant to which the Company from time to time may offer and sell shares (the “ATM Shares”) of its Series A common stock,
par value $0.0001 per share (“Common Stock”), through or to the Agent. Pursuant to the Prospectus Supplement (as defined below),
the Company may offer and sell ATM Shares having an aggregate sales price of up to $75,000,000 (the “ATM Offering”).
Subject to the terms and conditions of the
Agreement, the Agent will use its commercially reasonable efforts to sell the ATM Shares from time to time, based upon the Company’s
instructions. The Company has provided the Agent with customary indemnification rights, and the Agent will be entitled to a commission
of up to 3.0% of the gross proceeds from each sale of the ATM Shares effectuated through or to the Agent selling the ATM Shares.
Sales of the ATM Shares, if any, under the
Agreement may be made in transactions that are deemed to be “at the market offerings” as defined in Rule 415(a)(4) under
the Securities Act of 1933, as amended. The Company has no obligation to sell any of the ATM Shares and may at any time suspend offers
under the Agreement or terminate the Agreement.
The offer and sale, if any, of the ATM Shares
will be made pursuant to the Company’s shelf registration statement on Form S-3 (File No. 333-281582) which was filed
by the Company with the U.S. Securities and Exchange Commission (the “SEC”) on August 15, 2024, and declared effective
on August 26, 2024, the base prospectus included therein and the related prospectus supplement (the “Prospectus Supplement”)
filed by the Company with the SEC on August 14, 2025.
This Form 8-K shall not constitute an
offer to sell or the solicitation of an offer to buy nor shall there be any sale of the ATM Shares in any state in which such offer, solicitation
or sale would be unlawful prior to registration or qualification under the securities laws of any such state.
This description of the Agreement does not
purport to be complete and is qualified in its entirety by reference to the Agreement, which is attached hereto as Exhibit 10.1 and
incorporated by reference herein.
Goodwin Procter LLP, counsel to the Company,
has issued a legal opinion relating to the ATM Shares. A copy of such legal opinion, including the consent included therein, is attached
as Exhibit 5.1 hereto.
| Item 1.02 |
Termination of a Material Definitive Agreement |
As previously disclosed, on August 15,
2024, the Company entered into that certain Controlled Equity OfferingSM Sales Agreement (the “Cantor Sales Agreement”)
with Cantor Fitzgerald & Co. (“Cantor”) pursuant to which the Company could offer and sell through or to Cantor,
as sales agent or principal, shares of Common Stock, in sales deemed to be an “at the market offering” as defined in Rule 415(a)(4) promulgated
under the Securities Act. Effective as of August 14, 2025, the Company terminated the Cantor Sales Agreement.
Following the termination of the Cantor Sales
Agreement, the Company may not offer or sell any additional shares of Common Stock under the Cantor Sales Agreement. From August 15,
2024 to August 14, 2025, the Company did not sell any shares of Common Stock pursuant to the Cantor Sales Agreement.
The foregoing description of the Cantor Sales
Agreement is not complete and is qualified in its entirety by reference to the full text of the Cantor Sales Agreement, a copy
of which was filed as Exhibit 1.2 to the Company’s registration statement on Form S-3 filed with the SEC on August 15,
2024, and incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
Exhibit
No. |
|
Document |
| 5.1 |
|
Opinion of Goodwin Procter LLP |
| 10.1 |
|
Sales Agreement, dated as of August 14, 2025, by and between Leerink Partners LLC and Sagimet Biosciences Inc. |
| 23.1 |
|
Consent of Goodwin Procter LLP (contained in Exhibit 5.1) |
| 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 14, 2025 |
By: |
/s/ David Happel |
| |
|
David Happel |
| |
|
Chief Executive Officer |
