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Sagimet Biosciences Inc. (SGMT) is the issuer in an ownership report by Commodore Capital LP, Commodore Capital Master LP, Robert Egen Atkinson and Michael Kramarz covering its Series A common stock. The filers report aggregate beneficial ownership of 5,507,752 shares, or 7.6%, comprising 2,757,742 common shares and 2,750,010 shares they may acquire through pre-funded warrants. The warrants are subject to a 9.99% beneficial ownership limitation. The reported 7.6% is based on 69,965,450 shares issued and outstanding as of September 30, 2026, plus the 2,750,010 shares the filers may acquire upon warrant exercise. Commodore Capital LP is the investment manager to Commodore Capital Master LP; Atkinson and Kramarz are its managing partners and exercise investment discretion over the securities.
Key Figures
Aggregate beneficial ownership:5,507,752 sharesCommon shares:2,757,742 sharesShares acquirable through pre-funded warrants:2,750,010 shares+3 more
6 metrics
Aggregate beneficial ownership5,507,752 sharesReported by the filers
Common shares2,757,742 sharesIncluded in aggregate beneficial ownership
Shares acquirable through pre-funded warrants2,750,010 sharesSubject to the Beneficial Ownership Limitation
Reported beneficial ownership7.6%Ownership percentage reported by the filers
Beneficial Ownership Limitation9.99%Applies to shares acquirable through the pre-funded warrants
Shares issued and outstanding69,965,450 sharesAs of September 30, 2026
"right to acquire through the exercise of a pre-funded warrant"
A pre-funded warrant is a financial instrument that gives the holder the right to buy shares of a company's stock at a set price, with most of the purchase cost already paid upfront. It functions like a nearly fully paid option, allowing investors to secure shares quickly while minimizing the amount of additional money they need to invest later. This helps investors gain ownership rights efficiently, often used to avoid certain regulatory restrictions or to prepare for future stock purchases.
Beneficial Ownership Limitationfinancial
"subject to a beneficial ownership limitation of 9.99%"
A beneficial ownership limitation is a rule that caps the percentage of a company’s shares an investor can be treated as owning or controlling for voting, regulatory or tax purposes. It matters to investors because it can restrict how many shares a person or group can buy or vote, affect takeover chances, and influence share liquidity and value — like a speed limit that prevents any single driver from taking over the whole road.
Shared Voting Powerfinancial
"Shared Voting Power 5,507,752.00"
Shared voting power occurs when two or more parties jointly have the right to vote or decide how a block of company shares is cast, like co-owners who must agree before moving a piece of furniture. Investors care because who controls voting rights affects board elections, major corporate decisions and takeover outcomes, and shared control can alter regulatory disclosures and the practical influence any holder has over a company’s direction and value.
Shared Dispositive Powerfinancial
"Shared Dispositive Power 5,507,752.00"
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
How many SGMT shares do the Commodore Capital filers report owning?
The four filers report aggregate beneficial ownership of 5,507,752 shares of Sagimet Biosciences Inc. Series A common stock. This comprises 2,757,742 common shares and 2,750,010 shares they may acquire through pre-funded warrant exercise.
What limit applies to the SGMT pre-funded warrants reported by Commodore Capital?
The pre-funded warrants are subject to a 9.99% beneficial ownership limitation. The filers report 2,750,010 shares they may acquire upon exercise, subject to that limitation.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
Sagimet Biosciences Inc.
(Name of Issuer)
Series A Common Stock, $0.0001 par value per share
(Title of Class of Securities)
786700104
(CUSIP Number)
09/30/2026
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
schemaVersion:
SCHEDULE 13G
CUSIP Number(s):
786700104
1
Names of Reporting Persons
Commodore Capital LP
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
5,507,752.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
5,507,752.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
5,507,752.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
7.6 %
12
Type of Reporting Person (See Instructions)
PN, IA
SCHEDULE 13G
CUSIP Number(s):
786700104
1
Names of Reporting Persons
Commodore Capital Master LP
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
CAYMAN ISLANDS
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
5,507,752.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
5,507,752.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
5,507,752.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
7.6 %
12
Type of Reporting Person (See Instructions)
PN
SCHEDULE 13G
CUSIP Number(s):
786700104
1
Names of Reporting Persons
Robert Egen Atkinson
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
5,507,752.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
5,507,752.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
5,507,752.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
7.6 %
12
Type of Reporting Person (See Instructions)
HC, IN
SCHEDULE 13G
CUSIP Number(s):
786700104
1
Names of Reporting Persons
Michael Kramarz
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
5,507,752.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
5,507,752.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
5,507,752.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
7.6 %
12
Type of Reporting Person (See Instructions)
HC, IN
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
Sagimet Biosciences Inc.
(b)
Address of issuer's principal executive offices:
950 Tower Lane, Suite 1500, Foster City, CALIFORNIA, 94404.
Item 2.
(a)
Name of person filing:
Commodore Capital LP
Commodore Capital Master LP
Robert Egen Atkinson
Michael Kramarz
Each a "Filer."
(b)
Address or principal business office or, if none, residence:
The address for Commodore Capital LP, Robert Egen Atkinson, and Michael Kramarz is 444 Madison Avenue, Floor 35, New York, NY 10022.
The address for Commodore Capital Master LP is c/o Maples Corporate Services Limited, Ugland House, South Church Street, PO Box 309, Grand Cayman KY1-1104, Cayman Islands.
(c)
Citizenship:
See Item 4 of the cover page for each Filer.
(d)
Title of class of securities:
Series A Common Stock, $0.0001 par value per share
(e)
CUSIP Number(s):
786700104
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
See Item 9 of the cover page for each Filer.
This report on Schedule 13G is being filed by Commodore Capital LP (the "Firm"), Commodore Capital Master LP ("Commodore Master"), Michael Kramarz, and Robert Egen Atkinson. The Firm is the investment manager to Commodore Master. As of September 30, 2026, the Firm may be deemed to beneficially own an aggregate of 5,507,752 shares of Series A Common Stock, $0.0001 par value per share (the "Common Stock"), consisting of (i) 2,757,742 shares of Common Stock and (ii) 2,750,010 shares of Common Stock each Filer has the right to acquire through the exercise of a pre-funded warrant ("Pre-Funded Warrant") of Sagimet Biosciences Inc. (the "Issuer"), which is subject to a beneficial ownership limitation of 9.99% (the "Beneficial Ownership Limitation"). The Firm, as the investment manager to Commodore Master, may be deemed to beneficially own these securities. Michael Kramarz and Robert Egen Atkinson are the managing partners of the Firm and exercise investment discretion with respect to these securities. Ownership percentages are based on 69,965,450 shares of Common Stock reported as issued and outstanding as of September 30, 2026 as issued in the Issuer's Rule 424(b)(5) Prospectus filed with the Securities and Exchange Commission on October 1, 2026, plus 2,750,010 shares of Common Stock which the Filers may acquire upon the exercise of the Pre-Funded Warrant, subject to the Beneficial Ownership Limitation.
(b)
Percent of class:
See Item 11 of the cover page for each Filer.
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
See Item 5 of the cover page for each Filer.
(ii) Shared power to vote or to direct the vote:
See Item 6 of the cover page for each Filer.
(iii) Sole power to dispose or to direct the disposition of:
See Item 7 of the cover page for each Filer.
(iv) Shared power to dispose or to direct the disposition of:
See Item 8 of the cover page for each Filer.
Item 5.
Ownership of 5 Percent or Less of a Class.
Not Applicable
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
Not Applicable
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Not Applicable
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
