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| CIK | 1400118 |
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Sagimet Biosciences Inc.
SEC Filings (Chronological Order)
Halaman ini menyediakan daftar lengkap dan kronologis dari Pengajuan SEC, tidak termasuk pengajuan kepemilikan yang kami sediakan di tempat lain.
| August 22, 2025 |
Exhibit 16.1 August 22, 2025 Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549-7561 Dear Sirs/Madams: We have read Item 4.01 of Sagimet Biosciences Inc.’s Form 8-K dated August 22, 2025, and have the following comments: 1. We agree with the statements made in the second paragraph and the fourth paragraph. 2. We have no basis on which to agree or disagree with the stateme |
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| August 22, 2025 |
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) (Commissio |
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| August 14, 2025 |
Exhibit 10.1 Sagimet Biosciences Inc. Shares of Series A Common Stock ($0.0001 par value per share) SALES AGREEMENT August 14, 2025 LEERINK PARTNERS LLC 1301 Avenue of the Americas, 5th Floor New York, New York 10019 Ladies and Gentlemen: Sagimet Biosciences Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with Leerink Partners LLC (the “Agent”), as follows: |
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| August 14, 2025 |
Up to $75,000,000 Series A Common Stock TABLE OF CONTENTS Filed Pursuant to Rule 424(b)(5) Registration No. 333-281582 PROSPECTUS SUPPLEMENT (To Prospectus dated August 26, 2024) Up to $75,000,000 Series A Common Stock We have entered into a sales agreement (the Sales Agreement) with Leerink Partners LLC (Leerink Partners), dated August 14, 2025, relating to shares of our Series A common stock, $0.0001 par value per share (Series A co |
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| August 14, 2025 |
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) (Commissio |
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| August 13, 2025 |
Exhibit 10.2 SECOND AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT This Second Amended and Restated Employment Agreement (“Agreement”) is made between Sagimet Biosciences, Inc., (the “Company”), and David Happel (the “Executive”) and is effective as of June 6, 2025 (the “Effective Date”). Except with respect to the Equity Documents and the Continuing Obligations (each, as defined below), this |
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| August 13, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 00 |
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| August 13, 2025 |
Exhibit 99.1 Sagimet Biosciences Reports Second Quarter 2025 Financial Results and Provides Corporate Updates Denifanstat met all primary and secondary endpoints in Phase 3 clinical trial in moderate to severe acne conducted by license partner Ascletis in China Initiated first-in-human Phase 1 clinical trial of FASN inhibitor TVB-3567 being developed for acne in the U.S. Phase 1 clinical trial to |
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| August 13, 2025 |
Exhibit 10.3 AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT This Amended and Restated Employment Agreement (“Agreement”) is made between Sagimet Biosciences, Inc., (the “Company”), and Thierry Chauche (the “Executive”) and is effective as of June 6, 2025 (the “Effective Date”). Except with respect to the Equity Documents and the Continuing Obligations (each, as defined below), this Agreement |
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| August 13, 2025 |
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 13, 2025 SAGIMET BIOSCIENCES INC. (Exact name of registrant as specified in its charter) Delaware 001-41742 20-5991472 (State or other jurisdiction of incorporation) (Commissio |
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| August 13, 2025 |
Exhibit 10.4 SECOND AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT This Second Amended and Restated Employment Agreement (“Agreement”) is made between Sagimet Biosciences, Inc., (the “Company”), and Eduardo Martins (the “Executive”) and is effective as of June 6, 2025 (the “Effective Date”). Except with respect to the Equity Documents and the Continuing Obligations (each, as defined below), t |
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| August 13, 2025 |
Targeting Metabolic Dysfunction with Novel Therapies to Treat M ASH, Acne & Cancer August 2025 Exhibit 99.2 Targeting Metabolic Dysfunction with Novel Therapies to Treat M ASH, Acne & Cancer August 2025 2 August 2025 Forward - Looking Statements and Disclaimer This presentation contains forward - looking statements within the meaning of, and made pursuant to the safe harbor provisions of, The Private Securities Litigation Reform Act of 1995 . All statements contained in this document, other |
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| August 13, 2025 |
Exhibit 10.5 SECOND AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT This Second Amended and Restated Employment Agreement (“Agreement”) is made between Sagimet Biosciences, Inc., (the “Company”), and Elizabeth Rozek (the “Executive”) and is effective as of June 6, 2025 (the “Effective Date”). Except with respect to the Equity Documents and the Continuing Obligations (each, as defined below), t |
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| August 13, 2025 |
Exhibit 10.1 THIRD AMENDMENT TO LEASE AGREEMENT This Third Amendment to Lease Agreement (the “Third Amendment”) between Casiopea Bovet Properties, LLC (“Landlord”) and Sagimet Biosciences, Inc. (“Tenant”) is made as of this 5th day of May, 2025. RECITALS A. Casiopea Bovet, LLC and 3-V Biosciences, Inc. entered into that certain Lease Agreement dated March 1, 2019 (the “Lease”), under which Casiope |
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| June 10, 2025 |
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): June 6, 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 F |
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| June 4, 2025 |
Exhibit 99.1 Sagimet Biosciences Announces Positive Phase 3 Results for Denifanstat for the Treatment of Moderate-to-Severe Acne from Partner Ascletis Denifanstat met all primary and secondary endpoints versus placebo Denifanstat was well tolerated Oral FASN inhibitors offer a novel mechanism of action for the potential treatment of moderate to severe acne Sagimet initiated first-in-human Phase 1 |
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| June 4, 2025 |
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): June 4, 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 F |
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| May 8, 2025 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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): May 8, 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 Fi |
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| May 8, 2025 |
Targeting Metabolic Dysfunction with Novel Therapies to Treat M ASH, Acne & Cancer May 2025 Exhibit 99.2 Targeting Metabolic Dysfunction with Novel Therapies to Treat M ASH, Acne & Cancer May 2025 2 May 2025 Forward - Looking Statements and Disclaimer This presentation contains forward - looking statements within the meaning of, and made pursuant to the safe harbor provisions of, The Private Securities Litigation Reform Act of 1995 . All statements contained in this document, other than |
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| May 8, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 0 |
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| May 8, 2025 |
Exhibit 99.1 Sagimet Biosciences Reports First Quarter 2025 Financial Results and Provides Corporate Updates Phase 1 clinical trial to evaluate the pharmacokinetics (PK) of a combination of denifanstat and resmetirom expected to initiate in 2H 2025; data readout expected 1H 2026 San Mateo, Calif., May 8, 2025 – Sagimet Biosciences Inc. (Nasdaq: SGMT), a clinical-stage biopharmaceutical company dev |
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| May 5, 2025 |
May 5, 2025 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F Street NE Washington, DC 20549 Attention: Vanessa Robertson Tracie Mariner Re: Sagimet Biosciences Inc. Form 10-K for Fiscal Year Ended December 31, 2024 File No. 001-41742 To the addressees above: This letter is submitted on behalf of Sagimet Biosciences |
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| April 30, 2025 |
TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 ☒ Filed by the Registrant ☐ Filed by a Party other than the Registrant Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Defi |
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| April 30, 2025 |
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): April 29, 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 |
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| March 12, 2025 |
Form of Inducement Option Award Agreement EXHIBIT 10.28 SAGIMET BIOSCIENCES INC. NON-QUALIFIED STOCK OPTION AGREEMENT NON-PLAN INDUCEMENT AWARD Name of Optionee: No. of Option Shares: Option Exercise Price per Share: Grant Date: Expiration Date*: *No more than 10 years Sagimet Biosciences Inc. (the “Company”) hereby grants to the Optionee named above an option (the “Stock Option”) to purchase on or prior to the Expiration Date specified a |
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| March 12, 2025 |
As filed with the Securities and Exchange Commission on March 12, 2025 As filed with the Securities and Exchange Commission on March 12, 2025 Registration No. |
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| March 12, 2025 |
Exhibit 107 CALCULATION OF FILING FEE TABLES Form S-8 (Form Type) Sagimet Biosciences Inc. |
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| March 12, 2025 |
Results of Operations and Financial Condition 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): March 12, 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 |
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| March 12, 2025 |
As filed with the Securities and Exchange Commission on March 12, 2025 As filed with the Securities and Exchange Commission on March 12, 2025 Registration No. |
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| March 12, 2025 |
Exhibit 107 CALCULATION OF FILING FEE TABLES Form S-8 (Form Type) Sagimet Biosciences Inc. |
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| March 12, 2025 |
EXHIBIT 10.29 SECOND AMENDMENT TO LEASE AGREEMENT This Second Amendment to Lease Agreement (the “Second Amendment”) between Casiopea Bovet Properties, LLC (“Landlord”) and Sagimet Biosciences Inc. (“Tenant”) is made as of this 5th day of April, 2024. RECITALS A. Casiopea Bovet, LLC and 3-V Biosciences, Inc. entered into that certain Lease Agreement dated March 1, 2019 (the “Lease”), under which Ca |
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| March 12, 2025 |
Exhibit 99.1 Sagimet Biosciences Reports Full Year 2024 Financial Results and Provides Corporate Updates Denifanstat Phase 3 MASH program initiated in Q4 2024; patient screening expected to start in 1H 2025 Denifanstat received Breakthrough Therapy designation from FDA for MASH Clearance of Investigational New Drug (IND) application for FASN Inhibitor TVB-3567, to be developed for the treatment of |
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| March 12, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-41 |
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| March 12, 2025 |
Targeting Metabolic Dysfunction with Novel Therapies to Treat M ASH, Acne & Cancer March 2025 Exhibit 99.2 Targeting Metabolic Dysfunction with Novel Therapies to Treat M ASH, Acne & Cancer March 2025 2 March 2025 Forward - Looking Statements and Disclaimer This presentation contains forward - looking statements within the meaning of, and made pursuant to the safe harbor provisions of, The Private Securities Litigation Reform Act of 1995 . All statements contained in this document, other t |
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| March 11, 2025 |
Exhibit 99.1 Sagimet Biosciences Announces Clearance of IND for FASN Inhibitor TVB-3567, to be Developed for the Treatment of Acne TVB-3567 is the Company’s second fatty acid synthase (FASN) inhibitor First-in-human Phase 1 trial initiation planned in 2025 San Mateo, Calif., March 11, 2025 – Sagimet Biosciences Inc. (Sagimet, Nasdaq: SGMT), a clinical-stage biopharmaceutical company developing nov |
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| March 11, 2025 |
Financial Statements and Exhibits, Other Events 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): March 11, 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 |
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| February 14, 2025 |
Targeting Metabolic Dysfunction with Novel Therapies to Treat M ASH, Acne & Cancer February 2025 Exhibit 99.1 Targeting Metabolic Dysfunction with Novel Therapies to Treat M ASH, Acne & Cancer February 2025 2 February 2025 Forward - Looking Statements and Disclaimer This presentation contains forward - looking statements within the meaning of, and made pursuant to the safe harbor provisions of, The Private Securities Litigation Reform Act of 1995 . All statements contained in this document, o |
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| February 14, 2025 |
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): February 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) (Commiss |
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| January 2, 2025 |
Financial Statements and Exhibits, Other Events 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): January 2, 2025 SAGIMET BIOSCIENCES INC. (Exact name of registrant as specified in its charter) Delaware 001-41742 20-5991472 (State or other jurisdiction of incorporation) (Commissio |
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| January 2, 2025 |
Targeting Metabolic Dysfunction with Novel Therapies to Treat M ASH, Acne & Cancer January 2025 Exhibit 99.1 Targeting Metabolic Dysfunction with Novel Therapies to Treat M ASH, Acne & Cancer January 2025 2 January 2025 Forward Looking Statements This presentation contains forward - looking statements within the meaning of, and made pursuant to the safe harbor provisions of, The Private Securities Litigation Reform Act of 1995 . All statements contained in this document, other than statement |
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| November 14, 2024 |
SGMT / Sagimet Biosciences Inc. / Blue Owl Capital Holdings LP - SC 13G Passive Investment SC 13G 1 ef20038679sc13g.htm SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. )* Sagimet Biosciences Inc. (Name of Issuer) Series A common stock, $0.0001 par value per share (Title of Class of Securities) 786700104 (CUSIP Number) September 30, 2024 (Date of Event Which Requires Filing of this Statem |
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| November 14, 2024 |
SC 13G/A 1 p24-3285sc13ga.htm SAGIMET BIOSCIENCES INC. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Sagimet Biosciences Inc. (Name of Issuer) Series A Common Stock, par value $0.0001 per share (Title of Class of Securities) 786700104 (CUSIP Number) September 30, 2024 (Date of Event Which Requires Filing of thi |
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| November 14, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Numbe |
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| November 14, 2024 |
SC 13G/A 1 p24-3185sc13ga.htm SAGIMET BIOSCIENCES INC. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1 )* Sagimet Biosciences Inc. (Name of Issuer) Series A Common Stock, par value $0.0001 per share (Title of Class of Securities) 786700104 (CUSIP Number) September 30, 2024 (Date of Event Which Requires Filing of Th |
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| November 14, 2024 |
SGMT / Sagimet Biosciences Inc. / BAKER BROS. ADVISORS LP - SC 13G/A Passive Investment SC 13G/A 1 tm2426483d5sc13ga.htm SC 13G/A SCHEDULE 13G SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 Under the Securities Exchange Act of 1934 (Amendment No. 1)* Sagimet Biosciences Inc. (Name of Issuer) Series A Common Stock, par value $0.0001 per share (Title of Class of Securities) 786700104 (CUSIP Number) September 30, 2024 (Date of Event which Requires Filing of this Statement) Chec |
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| November 14, 2024 |
Exhibit 99.1 Sagimet Biosciences Reports Third Quarter 2024 Financial Results and Provides Corporate Updates Denifanstat received Breakthrough Therapy designation from FDA for MASH Results from Phase 2b FASCINATE-2 study of denifanstat published in The Lancet Gastroenterology & Hepatology Successful completion of end-of-Phase 2 interactions with FDA on the development of denifanstat for MASH; Phas |
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| November 14, 2024 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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): November 14, 2024 SAGIMET BIOSCIENCES INC. (Exact name of registrant as specified in its charter) Delaware 001-41742 20-5991472 (State or other jurisdiction of incorporation) (Commiss |
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| August 22, 2024 |
Sagimet Biosciences Inc. 155 Bovet Road, Suite 303 San Mateo, California 94402 August 22, 2024 Sagimet Biosciences Inc. 155 Bovet Road, Suite 303 San Mateo, California 94402 August 22, 2024 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F Street, N.E. Washington, D.C. 20549-7553 Re: Sagimet Biosciences Inc. Registration Statement on Form S-3 Filed August 15, 2024 (File No. 333-281582) Ladies and Gentlemen: Pursuant to Rule 461 u |
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| August 16, 2024 |
Financial Statements and Exhibits 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 15, 2024 SAGIMET BIOSCIENCES INC. (Exact name of registrant as specified in its charter) Delaware 001-41742 20-5991472 (State or other jurisdiction of incorporation) (Commissio |
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| August 15, 2024 |
Filing Fee Table (filed herewith). Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) Sagimet Biosciences Inc. |
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| August 15, 2024 |
Exhibit 1.2 Sagimet Biosciences Inc. Shares of Series A Common Stock (par value $0.0001 per share) Controlled Equity OfferingSM Sales Agreement August 15, 2024 Cantor Fitzgerald & Co. 110 E 59th Street New York, NY 10022 Ladies and Gentlemen: Sagimet Biosciences Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with Cantor Fitzgerald & Co. (the “Agent”), as fo |
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| August 15, 2024 |
Form of Indenture (filed herewith). EX-4.6 3 tm2421627d2ex4-6.htm EXHIBIT 4.6 Exhibit 4.6 SAGIMET BIOSCIENCES INC. INDENTURE Dated as of [ · ], 20[ · ] [ · ] Trustee TABLE OF CONTENTS Page ARTICLE I. DEFINITIONS AND INCORPORATION BY REFERENCE 1 Section 1.1. Definitions 1 Section 1.2. Other Definitions 3 Section 1.3. Incorporation by Reference of Trust Indenture Act 4 Section 1.4. Rules of Construction 4 ARTICLE II. THE SECURITIES 4 |
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| August 15, 2024 |
As filed with the Securities and Exchange Commission on August 15, 2024 TABLE OF CONTENTS As filed with the Securities and Exchange Commission on August 15, 2024 Registration No. |
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| August 14, 2024 |
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, 2024 SAGIMET BIOSCIENCES INC. (Exact name of registrant as specified in its charter) Delaware 001-41742 20-5991472 (State or other jurisdiction of incorporation) (Commissio |
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| August 14, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 00 |
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| August 14, 2024 |
Amended and Restated Sagimet Biosciences Inc. Employee Stock Purchase Plan Exhibit 10.6 SAGIMET BIOSCIENCES INC. 2023 EMPLOYEE STOCK PURCHASE PLAN The purpose of the Sagimet Biosciences Inc. 2023 Employee Stock Purchase Plan (the “Plan”) is to provide eligible employees of Sagimet Biosciences Inc. (the “Company”) and each Designated Subsidiary (as defined in Section 11) with opportunities to purchase shares of the Company’s Series A common stock, par value $0.0001 per sh |
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| August 14, 2024 |
Exhibit 99.1 Sagimet Biosciences Reports Second Quarter 2024 Financial Results and Provides Corporate Updates Denifanstat Phase 2b FASCINATE-2 clinical trial 52-week data was presented in June at the European Association for the Study of the Liver (EASL) Congress Preparations are ongoing to initiate a Phase 3 clinical development program for denifanstat in patients with metabolic dysfunction-assoc |
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| August 14, 2024 |
Exhibit 10.2 amended and restated EXECUTIVE EMPLOYMENT AGREEMENT This Amended and Restated Employment Agreement (“Agreement”) is made between Sagimet Biosciences, Inc., (the “Company”), and David Happel (the “Executive”) and is effective as of June 5, 2024 (the “Effective Date”). Except with respect to the Equity Documents and the Continuing Obligations (each, as defined below), this Agreement sup |
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| August 14, 2024 |
Exhibit 10.5 AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT This Amended and Restated Employment Agreement (“Agreement”) is made between Sagimet Biosciences, Inc., (the “Company”), and Elizabeth Rozek (the “Executive”) and is effective as of June 5, 2024 (the “Effective Date”). Except with respect to the Equity Documents and the Continuing Obligations (each, as defined below), this Agreement |
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| August 14, 2024 |
Exhibit 10.3 AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT This Amended and Restated Employment Agreement (“Agreement”) is made between Sagimet Biosciences, Inc., (the “Company”), and George Kemble (the “Executive”) and is effective as of June 5, 2024 (the “Effective Date”). Except with respect to the Equity Documents and the Continuing Obligations (each, as defined below), this Agreement su |
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| August 14, 2024 |
Exhibit 10.1 EXECUTIVE EMPLOYMENT AGREEMENT This Employment Agreement (“Agreement”) is made between Sagimet Biosciences, Inc., (the “Company”), and Thierry Chauche (the “Executive”) and is effective as of May 6, 2024 (the “Effective Date”). WHEREAS, the Company desires to employ the Executive and the Executive desires to be employed by the Company on the terms and conditions contained herein. NOW, |
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| August 14, 2024 |
Exhibit 10.4 AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT This Amended and Restated Employment Agreement (“Agreement”) is made between Sagimet Biosciences, Inc., (the “Company”), and Eduardo Martins (the “Executive”) and is effective as of June 5, 2024 (the “Effective Date”). Except with respect to the Equity Documents and the Continuing Obligations (each, as defined below), this Agreement |
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| August 14, 2024 |
Targeting Metabolic Dysfunction with Novel Therapies to Treat M ASH, Acne & Cancer August 2024 Exhibit 99.2 Targeting Metabolic Dysfunction with Novel Therapies to Treat M ASH, Acne & Cancer August 2024 2 August 2024 Forward Looking Statements This presentation contains forward - looking statements within the meaning of, and made pursuant to the safe harbor provisions of, The Private Securities Litigation Reform Act of 1995 . All statements contained in this document, other than statements |
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| August 1, 2024 |
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): July 30, 2024 SAGIMET BIOSCIENCES INC. (Exact name of registrant as specified in its charter) Delaware 001-41742 20-5991472 (State or other jurisdiction of incorporation) (Commission |
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| July 2, 2024 |
Targeting Metabolic Dysfunction with Novel Therapies to Treat M ASH, Acne & Cancer July 2024 Exhibit 99.1 Targeting Metabolic Dysfunction with Novel Therapies to Treat M ASH, Acne & Cancer July 2024 2 July 2024 Forward Looking Statements This presentation contains forward - looking statements within the meaning of, and made pursuant to the safe harbor provisions of, The Private Securities Litigation Reform Act of 1995 . All statements contained in this document, other than statements of h |
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| July 2, 2024 |
Financial Statements and Exhibits, Other Events 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): July 2, 2024 SAGIMET BIOSCIENCES INC. (Exact name of registrant as specified in its charter) Delaware 001-41742 20-5991472 (State or other jurisdiction of incorporation) (Commission F |
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| June 13, 2024 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 5, 2024 SAGIMET BIOSCIENCES INC. (Exact name of registrant as specified in its charter) Delaware 001-41742 20-5991472 (State or other jurisdiction of incorpor |
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| June 13, 2024 |
Exhibit 99.1 Sagimet Biosciences Presents Data from ITT and F3 Patient Population in Phase 2b FASCINATE-2 Clinical Trial of Denifanstat at EASL International Liver Congress 2024 Denifanstat achieved statistically significant results on primary and secondary liver biopsy endpoints in the ITT population, including both histology endpoints recommended in the FDA draft guidance for accelerated approva |
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| June 6, 2024 |
Exhibit 99.1 Sagimet Biosciences Presents Data from ITT and F3 Patient Population in Phase 2b FASCINATE-2 Clinical Trial of Denifanstat at EASL International Liver Congress 2024 Denifanstat achieved statistically significant results on primary and secondary liver biopsy endpoints in the ITT population, including both histology endpoints recommended in the FDA draft guidance for accelerated approva |
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| June 6, 2024 |
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): June 5, 2024 SAGIMET BIOSCIENCES INC. (Exact name of registrant as specified in its charter) Delaware 001-41742 20-5991472 (State or other jurisdiction of incorporation) (Commission F |
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| May 23, 2024 |
Targeting Metabolic Dysfunction with Novel Therapies to Treat M ASH, Acne and Cancer May 202 4 Exhibit 99.1 Targeting Metabolic Dysfunction with Novel Therapies to Treat M ASH, Acne and Cancer May 202 4 Forward Looking Statements 2 This presentation contains forward - looking statements within the meaning of, and made pursuant to the safe harbor provisions of, The Private Securities Litigation Reform Act of 1995. All statements contained in this document, other than statements of historical |
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| May 23, 2024 |
Regulation FD Disclosure, Financial Statements and Exhibits 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): May 23, 2024 SAGIMET BIOSCIENCES INC. (Exact name of registrant as specified in its charter) Delaware 001-41742 20-5991472 (State or other jurisdiction of incorporation) (Commission F |
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| May 15, 2024 |
Exhibit 99.1 Sagimet Biosciences Reports First Quarter 2024 Financial Results and Provides Corporate Updates Denifanstat Phase 2b FASCINATE-2 clinical data to be presented as an oral presentation at the EASL International Liver Congress 2024 taking place in Milan, Italy from June 5-8, 2024 End-of-Phase 2 meeting with U.S. Food and Drug Administration (FDA) expected in the second quarter of 2024 Pr |
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| May 15, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 0 |
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| May 15, 2024 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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): May 15, 2024 SAGIMET BIOSCIENCES INC. (Exact name of registrant as specified in its charter) Delaware 001-41742 20-5991472 (State or other jurisdiction of incorporation) (Commission F |
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| May 6, 2024 |
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): May 3, 2024 SAGIMET BIOSCIENCES INC. (Exact name of registrant as specified in its charter) Delaware 001-41742 20-5991472 (State or other jurisdiction of incorporation) (Commission Fi |
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| April 18, 2024 |
TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 ☒ Filed by the Registrant ☐ Filed by a Party other than the Registrant Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Defi |
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| April 18, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Defin |
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| March 25, 2024 |
Exhibit 107 CALCULATION OF FILING FEE TABLES Form S-8 (Form Type) Sagimet Biosciences Inc. |
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| March 25, 2024 |
Exhibit 99.1 Sagimet Biosciences Reports Full Year 2023 Financial Results and Provides Corporate Updates Reported positive topline data from the Phase 2b FASCINATE-2 trial; at week 52 denifanstat met both primary efficacy endpoints and demonstrated statistically significant reduction in fibrosis Presented late-breaking poster at the American Association for the Study of Liver Diseases (AASLD) - Th |
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| March 25, 2024 |
Sagimet Biosciences Inc. Insider Trading Policy Exhibit 19.1 SAGIMET BIOSCIENCES INC. INSIDER TRADING POLICY Effective as of July 13, 2023 Sagimet Biosciences Inc. (the “Company”) has adopted the following policy and procedures for securities trading by Company directors and employees (our “Insider Trading Policy”). Our Insider Trading Policy is intended to prevent the misuse of material nonpublic information, insider trading in securities, and |
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| March 25, 2024 |
Targeting Metabolic Dysfunction with Novel Therapies to Treat M ASH, Acne and Cancer March 202 4 Exhibit 99.2 Targeting Metabolic Dysfunction with Novel Therapies to Treat M ASH, Acne and Cancer March 202 4 Forward Looking Statements 2 This presentation contains forward - looking statements within the meaning of, and made pursuant to the safe harbor provisions of, The Private Securities Litigation Reform Act of 1995. All statements contained in this document, other than statements of historic |
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| March 25, 2024 |
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): March 20, 2024 SAGIMET BIOSCIENCES INC. (Exact name of registrant as specified in its charter) Delaware 001-41742 20-5991472 (State or other jurisdiction of incorporation) (Commission |
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| March 25, 2024 |
As filed with the Securities and Exchange Commission on March 25, 2024 As filed with the Securities and Exchange Commission on March 25, 2024 Registration No. |
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| March 25, 2024 |
Exhibit 4.3 DESCRIPTION OF CAPITAL STOCK General The following description of the capital stock of Sagimet Biosciences, Inc. (the “Company,” “we,” “us,” and “our”) summarizes certain provisions of our eleventh amended and restated certificate of incorporation (“certificate of incorporation”), and our second amended and restated bylaws (“bylaws”). This description is qualified in its entirety by re |
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| March 25, 2024 |
Sagimet Biosciences Inc. Compensation Recovery Policy Exhibit 97.1 SAGIMET BIOSCIENCES INC. COMPENSATION RECOVERY POLICY Effective as of October 2, 2023 Sagimet Biosciences Inc., a Delaware corporation (the “Company”), has adopted a Compensation Recovery Policy (this “Policy”) as described below. 1.Overview The Policy sets forth the circumstances and procedures under which the Company shall recover Erroneously Awarded Compensation from Covered Person |
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| March 25, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-41 |
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| February 14, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Sagimet Biosciences Inc. (Name of Issuer) Series A Common Stock, $0.0001 par value per share (Title of Class of Securities) 786700104 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of This Statement) Check the appropriate box to |
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| February 14, 2024 |
SGMT / Sagimet Biosciences Inc. / KPCB PANDEMIC & BIO DEFENSE FUND LLC - SC 13G Passive Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1 (b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2 (b) (Amendment No. )* Sagimet Biosciences Inc. (Name of Issuer) Series A Common Stock, $0.0001 par value per share (Title of Class of Securities) 786700104 (CUSIP Number) December |
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| February 14, 2024 |
SGMT / Sagimet Biosciences Inc. / BAKER BROS. ADVISORS LP - SC 13G Passive Investment SCHEDULE 13G SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 Under the Securities Exchange Act of 1934 (Amendment No. |
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| February 14, 2024 |
EX-99.1 2 tm242424d25ex99-1.htm EXHIBIT 99.1 EXHIBIT 99.1 AGREEMENT In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree that this Statement on Schedule 13G relating to the Common Stock of Sagimet Biosciences Inc. is being filed with the Securities and Exchange Commission on behalf of each of them. February 14, 2024 BAKER BROS. ADV |
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| February 14, 2024 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Sagimet Biosciences Inc. (Name of Issuer) Series A Common Stock, par value $0.0001 per share (Title of Class of Securities) 786700104 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of This Statement) Check the appropriate box to designate the rul |
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| February 5, 2024 |
SC 13G 1 p24-0676sc13g.htm SAGIMET BIOSCIENCES INC. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Sagimet Biosciences Inc. (Name of Issuer) Series A Common Stock, par value $0.0001 per share (Title of Class of Securities) 786700104 (CUSIP Number) February 2, 2024 (Date of Event Which Requires Filing of this Statem |
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| February 5, 2024 |
JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k) EX-99 2 exhibit99.htm JOINT FILING AGREEMENT PURSUANT TO RULE 13D-1(K) EXHIBIT 99.1 JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k) The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the neces |
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| February 2, 2024 |
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): January 31, 2024 SAGIMET BIOSCIENCES INC. (Exact name of registrant as specified in its charter) Delaware 001-41742 20-5991472 (State or other jurisdiction of incorporation) (Commissi |
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| January 30, 2024 |
Sagimet Biosciences Announces Pricing of Public Offering of Series A Common Stock Exhibit 99.1 Sagimet Biosciences Announces Pricing of Public Offering of Series A Common Stock 01/25/2024 at 8:58 PM EST SAN MATEO, Calif., Jan. 25, 2024 (GLOBE NEWSWIRE) – Sagimet Biosciences Inc. (“Sagimet”) (Nasdaq: SGMT), a clinical-stage biopharmaceutical company developing novel fatty acid synthase (FASN) inhibitors designed to target dysfunctional metabolic and fibrotic pathways, today anno |
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| January 30, 2024 |
Financial Statements and Exhibits, Other Events 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): January 25, 2024 SAGIMET BIOSCIENCES INC. (Exact name of registrant as specified in its charter) Delaware 001-41742 20-5991472 (State or other jurisdiction of incorporation) (Commissi |
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| January 29, 2024 |
9,000,000 Shares Series A Common Stock TABLE OF CONTENTS Filed Pursuant to Rule 424(b)(4) Registration No. 333-276664 9,000,000 Shares Series A Common Stock We are offering 9,000,000 shares of our Series A common stock in this offering. Our Series A common stock is listed on the Nasdaq Global Market under the symbol “SGMT.” On January 25, 2024, the last reported sale price of our Series A common stock on the Nasdaq Global Market was |
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| January 24, 2024 |
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): January 23, 2024 SAGIMET BIOSCIENCES INC. (Exact name of registrant as specified in its charter) Delaware 001-41742 20-5991472 (State or other jurisdiction of incorporation) (Commissi |
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| January 24, 2024 |
As filed with the Securities and Exchange Commission on January 24, 2024. TABLE OF CONTENTS As filed with the Securities and Exchange Commission on January 24, 2024. |
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| January 23, 2024 |
January 23, 2024 United States Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F Street, N. |
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| January 23, 2024 |
Exhibit 107 Calculation of Filing Fee Tables Form S-1 (Form Type) Sagimet Biosciences Inc. |
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| January 23, 2024 |
VIA EDGAR January 23, 2024 Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F Street, N. |
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| January 23, 2024 |
Form of Underwriting Agreement. Exhibit 1.1 Sagimet Biosciences Inc. Series A Common Stock, par value $0.0001 per share Underwriting Agreement [●], 2024 Goldman Sachs & Co. LLC Cowen and Company, LLC Leerink Partners LLC As representatives (the “Representatives”) of the several Underwriters named in Schedule I hereto, c/o Goldman Sachs & Co. LLC 200 West Street New York, New York 10282 c/o Cowen and Company, LLC 599 Lexington Av |
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| January 23, 2024 |
As filed with the Securities and Exchange Commission on January 23, 2024. Table of Contents As filed with the Securities and Exchange Commission on January 23, 2024. |
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| January 23, 2024 |
Exhibit 10.28 THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH APPLICABLE LAW. This Amended and Restated Warrant to Purchase Stock amends and restates in its entirety, and supersedes in all respects, that certain Warrant to Purchase Stock issued by th |
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| January 22, 2024 |
Exhibit 99.3 1 Dave Happel President & CEO • Cognoa: President & CEO Chrono Therapeutics: President & CEO Senior E xecutive and C ommercial roles at Horizon, Raptor, Dynavax, Chiron • M.B.A. – Indiana State University; B.A. C hemistry – Indiana University George Kemble Executive Chairman • AstraZeneca (formerly MedImmune, Aviron): SVP R esearch for B iologics & G eneral M anager of California oper |
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| January 22, 2024 |
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): January 22, 2024 SAGIMET BIOSCIENCES INC. (Exact name of registrant as specified in its charter) Delaware 001-41742 20-5991472 (State or other jurisdiction of incorporation) (Commissi |
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| January 22, 2024 |
Exhibit 99.2 Sagimet Biosciences Announces Positive Topline Results from Phase 2b FASCINATE-2 Clinical Trial of Denifanstat in Biopsy-Confirmed F2/F3 NASH Denifanstat achieved statistically significant results on primary and multiple secondary endpoints in a 52-week clinical trial of 168 NASH patients with stage 2 or 3 fibrosis - Primary efficacy endpoints: o NASH resolution without worsening of f |
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| January 22, 2024 |
Targeting Metabolic Dysfunction with Novel Therapies to Treat NASH, Acne and Cancer January 202 4 Exhibit 99.1 Targeting Metabolic Dysfunction with Novel Therapies to Treat NASH, Acne and Cancer January 202 4 Forward Looking Statements 2 This presentation contains forward - looking statements within the meaning of, and made pursuant to the safe harbor provisions of, The Private Securities Litigation Reform Act of 1995. All statements contained in this document, other than statements of histori |
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| January 10, 2024 |
TABLE OF CONTENTS As confidentially submitted to the Securities and Exchange Commission on January 10, 2024. |
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| December 29, 2023 |
Targeting Metabolic Dysfunction with Novel Therapies to Treat NASH, Acne and Cancer December 2023 Exhibit 99.1 Targeting Metabolic Dysfunction with Novel Therapies to Treat NASH, Acne and Cancer December 2023 Forward Looking Statements 2 • This presentation contains forward - looking statements within the meaning of, and made pursuant to the safe harbor provisions of, The Private Securities Litigation Reform Act of 1995. All statements contained in this document, other than statements of histo |
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| December 29, 2023 |
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 28, 2023 SAGIMET BIOSCIENCES INC. (Exact name of registrant as specified in its charter) Delaware 001-41742 20-5991472 (State or other jurisdiction of incorporation) (Commiss |
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| November 21, 2023 |
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): November 17, 2023 SAGIMET BIOSCIENCES INC. (Exact name of registrant as specified in its charter) Delaware 001-41742 20-5991472 (State or other jurisdiction of incorporation) (Commiss |
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| November 13, 2023 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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): November 13, 2023 SAGIMET BIOSCIENCES INC. (Exact name of registrant as specified in its charter) Delaware 001-41742 20-5991472 (State or other jurisdiction of incorporation) (Commiss |
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| November 13, 2023 |
Exhibit 99.1 Sagimet Biosciences Reports Third Quarter 2023 Financial Results and Provides Corporate Updates On track to report topline week 52 liver biopsy results from Phase 2b FASCINATE-2 trial with denifanstat in the first quarter of 2024 Two abstracts, including late-breaker, accepted at the American Association for the Study of Liver Diseases (AASLD) – The Liver Meeting® 2023 Enrollment of 1 |
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| November 13, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Numbe |
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| October 23, 2023 |
Regulation FD Disclosure, Financial Statements and Exhibits 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): October 23, 2023 SAGIMET BIOSCIENCES INC. (Exact name of registrant as specified in its charter) Delaware 001-41742 20-5991472 (State or other jurisdiction of incorporation) (Commissi |
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| October 23, 2023 |
Exhibit 99.1 Targeting Metabolic Dysfunction with Novel Therapies to Treat NASH, Acne and Cancer October 2023 Forward Looking Statements 2 • This presentation contains forward - looking statements within the meaning of, and made pursuant to the safe harbor provisions of, The Private Securities Litigation Reform Act of 1995. All statements contained in this document, other than statements of histor |
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| September 27, 2023 |
Exhibit 99.1 Targeting Metabolic Dysfunction with Novel Therapies to Treat NASH, Acne and Cancer September 27 , 2023 Forward Looking Statements 2 • This presentation contains forward - looking statements within the meaning of, and made pursuant to the safe harbor provisions of, The Private Securities Litigation Reform Act of 1995. All statements contained in this document, other than statements of |
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| September 27, 2023 |
Exhibit 99.2 Sagimet Biosciences Announces Completion of Enrollment of 120 Patients for Phase 3 Clinical Trial by Its Partner Ascletis of Denifanstat Combined with Bevacizumab for Treatment of Recurrent Glioblastoma San Mateo, Calif., September 26, 2023 – Sagimet Biosciences Inc. (Nasdaq: SGMT), a clinical-stage biopharmaceutical company developing novel therapeutics targeting dysfunctional metabo |
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| September 27, 2023 |
Regulation FD Disclosure, Financial Statements and Exhibits, Other Events 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): September 27, 2023 SAGIMET BIOSCIENCES INC. (Exact name of registrant as specified in its charter) Delaware 001-41742 20-5991472 (State or other jurisdiction of incorporation) (Commis |
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| August 21, 2023 |
Exhibit 10.3 EXECUTIVE EMPLOYMENT AGREEMENT This Employment Agreement (“Agreement”) is made between Sagimet Biosciences Inc., (the “Company”), and David Happel (the “Executive”) and is effective as of July 19, 2023 (the “Effective Date”). Except with respect to the Equity Documents (as defined below), this Agreement supersedes in all respects all prior agreements between the Executive and the Comp |
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| August 21, 2023 |
Exhibit 99.1 Sagimet Biosciences Reports Second Quarter 2023 Financial Results and Provides Corporate Updates Completed upsized initial public offering raising $96.4 million in gross proceeds Presented positive data at EASL Congress 2023 from the planned interim readout of the Phase 2b FASCINATE-2 trial in NASH showing denifanstat was well-tolerated and met week 26 liver fat response endpoint On t |
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| August 21, 2023 |
Targeting Metabolic Dysfunction with Novel Therapies to Treat NASH, Acne and Cancer August 2023 Exhibit 99.2 Targeting Metabolic Dysfunction with Novel Therapies to Treat NASH, Acne and Cancer August 2023 Forward Looking Statements 2 • This presentation contains forward - looking statements within the meaning of, and made pursuant to the safe harbor provisions of, The Private Securities Litigation Reform Act of 1995. All statements contained in this document, other than statements of histori |
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| August 21, 2023 |
Exhibit 10.4 EXECUTIVE EMPLOYMENT AGREEMENT This Employment Agreement (“Agreement”) is made between Sagimet Biosciences Inc., (the “Company”), and George Kemble (the “Executive”) and is effective as of July 19, 2023 (the “Effective Date”). Except with respect to the Equity Documents (as defined below), this Agreement supersedes in all respects all prior agreements between the Executive and the Com |
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| August 21, 2023 |
Exhibit 10.7 EXECUTIVE EMPLOYMENT AGREEMENT This Employment Agreement (“Agreement”) is made between Sagimet Biosciences Inc., (the “Company”), and Elizabeth Rozek (the “Executive”) and is effective as of July 19, 2023 (the “Effective Date”). Except with respect to the Equity Documents (as defined below), this Agreement supersedes in all respects all prior agreements between the Executive and the C |
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| August 21, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 00 |
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| August 21, 2023 |
Exhibit 10.5 EXECUTIVE EMPLOYMENT AGREEMENT This Employment Agreement (“Agreement”) is made between Sagimet Biosciences Inc., (the “Company”), and Eduardo Martins (the “Executive”) and is effective as of July 19, 2023 (the “Effective Date”). Except with respect to the Equity Documents (as defined below), this Agreement supersedes in all respects all prior agreements between the Executive and the C |
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| August 21, 2023 |
Exhibit 10.6 EXECUTIVE EMPLOYMENT AGREEMENT This Employment Agreement (“Agreement”) is made between Sagimet Biosciences Inc., (the “Company”), and Anthony Rimac (the “Executive”) and is effective as of July 19, 2023 (the “Effective Date”). Except with respect to the Equity Documents (as defined below), this Agreement supersedes in all respects all prior agreements between the Executive and the Com |
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| August 21, 2023 |
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 21, 2023 SAGIMET BIOSCIENCES INC. (Exact name of registrant as specified in its charter) Delaware 001-41742 20-5991472 (State or other jurisdiction of incorporation) (Commissio |
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| August 10, 2023 |
Targeting Metabolic Dysfunction with Novel Therapies to Treat NASH, Acne and Cancer August 2023 Exhibit 99.1 Targeting Metabolic Dysfunction with Novel Therapies to Treat NASH, Acne and Cancer August 2023 Forward Looking Statements 2 • This presentation contains forward - looking statements within the meaning of, and made pursuant to the safe harbor provisions of, The Private Securities Litigation Reform Act of 1995. All statements contained in this document, other than statements of histori |
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| August 10, 2023 |
Regulation FD Disclosure, Financial Statements and Exhibits 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 10, 2023 SAGIMET BIOSCIENCES INC. (Exact name of registrant as specified in its charter) Delaware 001-41742 20-5991472 (State or other jurisdiction of incorporation) (Commissio |
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| July 27, 2023 |
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): July 21, 2023 SAGIMET BIOSCIENCES INC. (Exact name of registrant as specified in its charter) Delaware 001-41742 20-5991472 (State or other jurisdiction of incorporation) (Commission |
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| July 18, 2023 |
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): July 18, 2023 SAGIMET BIOSCIENCES INC. (Exact name of registrant as specified in its charter) Delaware 001-41742 20-5991472 (State or other jurisdiction of incorporation) (Commission |
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| July 18, 2023 |
Second Amended and Restated Bylaws of Sagimet Biosciences Inc. Exhibit 3.2 SECOND AMENDED AND RESTATED BYLAWS OF SAGIMET BIOSCIENCES INC. (the “Corporation”) ARTICLE I Stockholders SECTION 1. Annual Meeting. The annual meeting of stockholders (any such meeting being referred to in these Bylaws as an “Annual Meeting”) shall be held at the hour, date and place within or outside the United States that is fixed by the Board of Directors of the Corporation (t |
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| July 18, 2023 |
Eleventh Amended and Restated Certificate of Incorporation of Sagimet Biosciences Inc. Exhibit 3.1 ELEVENTH AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF SAGIMET BIOSCIENCES INC. Sagimet Biosciences Inc., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), hereby certifies as follows: 1. The name of the Corporation is Sagimet Biosciences Inc. The date of the filing of its original Certificate of Incorporation with the S |
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| July 17, 2023 |
Exhibit 107 CALCULATION OF REGISTRATION FEE Form S-8 (Form Type) Sagimet Biosciences Inc. |
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| July 17, 2023 |
As filed with the Securities and Exchange Commission on July 17, 2023 As filed with the Securities and Exchange Commission on July 17, 2023 Registration No. |
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| July 17, 2023 |
5,312,500 Shares Series A Common Stock TABLE OF CONTENTS Filed Pursuant to Rule 424(b)(4) Registration Nos. 333-272901 and 333-273241 5,312,500 Shares Series A Common Stock This is an initial public offering of shares of Series A common stock of Sagimet Biosciences Inc. We are offering 5,312,500 shares of our Series A common stock. Prior to this offering, there has been no public market for our Series A common stock. The initial pub |
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| July 13, 2023 |
Exhibit 107 Calculation of Filing Fee Tables Form S-1 (Form Type) Sagimet Biosciences Inc. |
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| July 13, 2023 |
As filed with the Securities and Exchange Commission on July 13, 2023. As filed with the Securities and Exchange Commission on July 13, 2023. Registration No. 333– UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 SAGIMET BIOSCIENCES INC. (Exact name of registrant as specified in its charter) Delaware 2834 20-5991472 (State or other jurisdiction of incorporation or organization) (P |
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| July 11, 2023 |
VIA EDGAR July 11, 2023 United States Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F Street, N. |
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| July 11, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 Sagimet Biosciences Inc. (Exact name of registrant as specified in its charter) Delaware 20-5991472 (State of incorporation or organization) (I.R.S. Employer Identification No.) 155 Bovet Road, Sui |
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| July 11, 2023 |
VIA EDGAR July 11, 2023 United States Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F Street, N. |
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| July 10, 2023 |
Exhibit 10.24 CERTAIN INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. Amended and Restated Patent Assignment Agreement This Amended and Restated Patent Assignment Agreement (this “Agreement”), effective as of October 25, 2019, is signed by and between Sagimet Biosciences |
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| July 10, 2023 |
Exhibit 10.29 ASSIGNMENT AND ASSUMPTION AGREEMENT THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (this "Agreement"), having an effective date of October 25, 2019 ("Effective Date"), is made by and between Ascletis Bioscience Co. Ltd. (also known as 歌礼生物科技（杭州）有限公司), a corporation with a registered office at 12/F Building 3, 371Mingxing Road, Hipark, Xiaoshan District, Hangzhou, China ("Assignor"), and Ga |
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| July 10, 2023 |
Tenth Amended and Restated Certificate of Incorporation, as amended, as currently in effect. Submission Proof - 21-8650-3 Exhibit 3.1 Sagimet Biosciences INC. TENTH AMENDED AND RESTATED CERTIFICATE OF INCORPORATION Sagimet Biosciences Inc., a corporation organized and existing under and by virtue of the Delaware General Corporation Law, hereby certifies as follows: The name of this corporation is Sagimet Biosciences Inc. and the original Certificate of Incorporation of the corporation was |
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| July 10, 2023 |
Goodwin Procter LLP Three Embarcadero Center, 28th Floor San Francisco, CA 94111 goodwinlaw. |
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| July 10, 2023 |
Sagimet Biosciences Inc. 2023 Employee Stock Purchase Plan. Exhibit 10.9 SAGIMET BIOSCIENCES INC. 2023 EMPLOYEE STOCK PURCHASE PLAN The purpose of the Sagimet Biosciences Inc. 2023 Employee Stock Purchase Plan (the “Plan”) is to provide eligible employees of Sagimet Biosciences Inc. (the “Company”) and each Designated Subsidiary (as defined in Section 11) with opportunities to purchase shares of the Company’s Series A common stock, par value $0.0001 per sh |
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| July 10, 2023 |
Exhibit 107 Calculation of Filing Fee Tables Form S-1 (Form Type) Sagimet Biosciences Inc. |
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| July 10, 2023 |
Sagimet Biosciences Inc. 2023 Stock Option and Incentive Plan. Exhibit 10.5 SAGIMET BIOSCIENCES INC. 2023 STOCK OPTION AND INCENTIVE PLAN SECTION 1. GENERAL PURPOSE OF THE PLAN; DEFINITIONS The name of the plan is the Sagimet Biosciences Inc. 2023 Stock Option and Incentive Plan (as amended from time to time, the “Plan”). The purpose of the Plan is to encourage and enable the officers, employees, Non-Employee Directors and Consultants of Sagimet Biosciences I |
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| July 10, 2023 |
As filed with the Securities and Exchange Commission on July 10, 2023. TABLE OF CONTENTS As filed with the Securities and Exchange Commission on July 10, 2023. |
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| July 3, 2023 |
Exhibit 3.2 ELEVENTH AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF SAGIMET BIOSCIENCES INC. Sagimet Biosciences Inc., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), hereby certifies as follows: 1. The name of the Corporation is Sagimet Biosciences Inc. The date of the filing of its original Certificate of Incorporation with the S |
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| July 3, 2023 |
Form of Underwriting Agreement. Exhibit 1.1 Sagimet Biosciences Inc. Series A Common Stock, par value $0.0001 per share Underwriting Agreement [●], 2023 Goldman Sachs & Co. LLC Cowen and Company, LLC Piper Sandler & Co. As representatives (the “Representatives”) of the several Underwriters named in Schedule I hereto, c/o Goldman Sachs & Co. LLC 200 West Street, New York, NY 10282 c/o Cowen and Company, LLC 599 |
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| July 3, 2023 |
Exhibit 10.24 Amended and Restated Patent Assignment Agreement This Amended and Restated Patent Assignment Agreement (this “Agreement”), effective as of October 25, 2019, is signed by and between Sagimet Biosciences Inc. (formerly known as 3-V Biosciences, Inc.), a corporation organized under the laws of Delaware, having a principal place of business at 155 Bovet Road, Suite 303, San Mateo, CA 944 |
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| July 3, 2023 |
Exhibit 3.4 SECOND AMENDED AND RESTATED BYLAWS OF SAGIMET BIOSCIENCES INC. (the “Corporation”) ARTICLE I Stockholders SECTION 1. Annual Meeting. The annual meeting of stockholders (any such meeting being referred to in these Bylaws as an “Annual Meeting”) shall be held at the hour, date and place within or outside the United States that is fixed by the Board of Directors of the Corporation (t |
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| July 3, 2023 |
As filed with the Securities and Exchange Commission on July 3, 2023. TABLE OF CONTENTS As filed with the Securities and Exchange Commission on July 3, 2023. |
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| June 23, 2023 |
TABLE OF CONTENTS As filed with the Securities and Exchange Commission on June 23, 2023. |
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| June 23, 2023 |
Exhibit 10.24 LEASE AGREEMENT between Casiopea Bovet, LLC “Landlord” and 3-V Biosciences, Inc., a Delaware corporation “Tenant” TABLE OF CONTENTS SECTION PAGE 1. PREMISES 4 2. TERM; POSSESSION 4 3. RENT SECURITY DEPOSIT 4 8 5. USE AND COMPLIANCE WITH LAWS 8 6. TENANT IMPROVEMENTS & ALTERATIONS 11 7. MAINTENANCE AND REPAIRS 12 8. TENANT’S TAXES 13 9. UTILITIES AND SERVICE |
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| June 23, 2023 |
Form of Indemnification Agreement by and between the Registrant and its directors. Exhibit 10.11 SAGIMET BIOSCIENCES INC. FORM OF DIRECTOR INDEMNIFICATION AGREEMENT This Indemnification Agreement (“Agreement”) is made as of [] by and between Sagimet Biosciences Inc., a Delaware corporation (the “Company”), and [Director] (“Indemnitee”). RECITALS WHEREAS, the Company desires to attract and retain the services of highly qualified individuals, such as Indemnitee, to serve the Compa |
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| June 23, 2023 |
Transition Services Agreement with Dennis Hom, dated April 4, 2023. Exhibit 10.15 Sagimet Biosciences Inc. 155 Bovet Road, Suite 303 San Mateo, CA 94402 April 4, 2023 Dennis Hom Re: Transition Services Agreement Dear Dennis: Thank you for all of the services you have provided to Sagimet Biosciences Inc. (the Company”). Thank you also for agreeing to help transition your role as Chief Financial Officer (“CFO”) of the Company to the Company’s incoming CFO. We are pr |
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| June 23, 2023 |
Warrant to Purchase Stock, by and between the Registrant and Square 1 Bank, dated April 10, 2015. Exhibit 10.27 THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH APPLICABLE LAW. WARRANT TO PURCHASE STOCK Corporation: 3-V BIOSCIENCES, INC., a Delaware corporation Number of Shares: See Section 1.3 Class of Stock: Series D Preferred Stock Initial Exer |
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| June 23, 2023 |
Sagimet Biosciences Inc. 2017 Equity Incentive Plan. Exhibit 10.3 Sagimet Biosciences Inc. 2017 Equity Incentive Plan Adopted by the Board of Directors: September 28, 2017 Approved by the Stockholders: October 17, 2017 Amended by the Board of Directors: January 16, 2019 Approved by the Stockholders: January 22, 2019 Amended by the Board of Directors: December 17, 2020 Approved by the Stockholders: December 19, 2020 Amended by the Board of Directors: |
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| June 23, 2023 |
Exhibit 10.4 3-V BIOSCIENCES, Inc. Stock Option Grant Notice (2017 Equity Incentive Plan) 3-V Biosciences, Inc. (the “Company”), pursuant to its 2017 Equity Incentive Plan (the “Plan”), hereby grants to Optionholder an option to purchase the number of shares of the Company’s Common Stock set forth below. This option is subject to all of the terms and conditions as set forth in this stock option gr |
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| June 23, 2023 |
Exhibit 10.9 SAGIMET BIOSCIENCES INC. 2023 EMPLOYEE STOCK PURCHASE PLAN The purpose of the Sagimet Biosciences Inc. 2023 Employee Stock Purchase Plan (the “Plan”) is to provide eligible employees of Sagimet Biosciences Inc. (the “Company”) and each Designated Subsidiary (as defined in Section 11) with opportunities to purchase shares of the Company’s Series A common stock, par value $0.0001 per sh |
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| June 23, 2023 |
Sagimet Biosciences Inc. 2023 Non-Employee Director Compensation Policy Exhibit 10.10 Sagimet Biosciences INC. NON-EMPLOYEE DIRECTOR COMPENSATION POLICY The purpose of this Non-Employee Director Compensation Policy (the “Policy”) of Sagimet Biosciences Inc. (the “Company”) is to provide a total compensation package that enables the Company to attract and retain, on a long-term basis, high-caliber directors who are not employees or officers of the Company or its subsid |
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| June 23, 2023 |
Exhibit 10.23 CERTAIN INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. Patent Assignment Agreement This Patent Assignment Agreement (this “Agreement”), effective as of October 25, 2019, is signed by and between Sagimet Biosciences Inc. (formerly known as 3-V Biosciences, |
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| June 23, 2023 |
Form of Indemnification Agreement by and between the Registrant and its executive officers. Exhibit 10.12 SAGIMET BIOSCIENCES INC. FORM OF OFFICER INDEMNIFICATION AGREEMENT This Indemnification Agreement (“Agreement”) is made as of [] by and between Sagimet Biosciences Inc., a Delaware corporation (the “Company”), and [Officer] (“Indemnitee”). RECITALS WHEREAS, the Company desires to attract and retain the services of highly qualified individuals, such as Indemnitee, to serve the Company |
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| June 23, 2023 |
Exhibit 10.26 Execution Version Sagimet Biosciences Inc. AMENDED AND RESTATED investors’ rights agreement This Amended and Restated Investors’ Rights Agreement (this “Agreement”) is made as of December 21, 2020, by and among Sagimet Biosciences Inc., a Delaware corporation (the “Company”), and the investors listed on the Schedule of Investors attached as Exhibit A hereto (each, an “Investor,” and |
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| June 23, 2023 |
Exhibit 10.7 RESTRICTED STOCK UNIT AWARD AGREEMENT FOR NON-EMPLOYEE DIRECTORS UNDER THE SAGIMET BIOSCIENCES Inc. 2023 STOCK OPTION AND INCENTIVE PLAN Name of Grantee: No. of Restricted Stock Units: Grant Date: Pursuant to the Sagimet Biosciences Inc. 2023 Stock Option and Incentive Plan, as amended through the date hereof (the “Plan”), Sagimet Biosciences Inc. (the “Company”) hereby grants an awar |
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| June 23, 2023 |
Amended and Restated Certificate of Incorporation, as amended, as currently in effect. Submission Proof - 21-8650-3 Exhibit 3.1 Sagimet Biosciences INC. TENTH AMENDED AND RESTATED CERTIFICATE OF INCORPORATION Sagimet Biosciences Inc., a corporation organized and existing under and by virtue of the Delaware General Corporation Law, hereby certifies as follows: The name of this corporation is Sagimet Biosciences Inc. and the original Certificate of Incorporation of the corporation was |
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| June 23, 2023 |
Form of Series A Common Stock Certificate. Exhibit 4.1 ★ D EL AWA R E ★ S SEAL AGIMET BIOSCIENCES IN C. CORPORATE December 19, 2006 CS-A-FULLY PAID AND NONASSESSABLE SHARES OF SERIES A COMMON STOCK, $0.0001 PAR VALUE PER SHARE, OF Sagimet Biosciences Inc. transferable on the books of the Corporation in person or by duly authorized attorney upon surrender of this Certificate properly endorsed. This Certificate is not valid until countersign |
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| June 23, 2023 |
Form of Executive Officer Employment Agreement. Exhibit 10.20 EXECUTIVE EMPLOYMENT AGREEMENT This Employment Agreement (“Agreement”) is made between Sagimet Biosciences, Inc., (the “Company”), and [·] (the “Executive”) and is effective as of the closing of the Company’s first underwritten public offering of its equity securities pursuant to an effective registration statement under the Securities Act of 1933, as amended (the “Effective Date”)]. |
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| June 23, 2023 |
Executive Employment Agreement with Anthony Rimac, dated April 4, 2023. Exhibit 10.18 EXECUTIVE EMPLOYMENT AGREEMENT This Executive Employment Agreement (this “Agreement”) is made between Sagimet Biosciences Inc. (the “Company”) and Anthony Rimac (“Executive”). RECITALS WHEREAS, subject to the successful completion of the Contingencies as defined in this Agreement, Executive is being hired by the Company in the position of Chief Operating Officer, effective April 10, |
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| June 23, 2023 |
Form of Series B Common Stock Certificate. Exhibit 4.2 ★ D EL AWA R E ★ S SEAL AGIMET BIOSCIENCES IN C. CORPORATE December 19, 2006 CS-B-FULLY PAID AND NONASSESSABLE SHARES OF SERIES B COMMON STOCK, $0.0001 PAR VALUE PER SHARE, OF Sagimet Biosciences Inc. transferable on the books of the Corporation in person or by duly authorized attorney upon surrender of this Certificate properly endorsed. This Certificate is not valid until countersign |
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| June 23, 2023 |
Exhibit 10.22 EXECUTION COPY CONFIDENTIAL CERTAIN INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. EXCLUSIVE LICENSE AND DEVELOPMENT AGREEMENT by and between 3-V Biosciences, Inc. and Ascletis BioScience Co. Ltd. Dated January 18, 2019 EXCLUSIVE LICENSE AND DEVELOPMENT AG |
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| June 23, 2023 |
Sagimet Biosciences Inc. 2023 Stock Option and Incentive Plan Exhibit 10.5 SAGIMET BIOSCIENCES INC. 2023 STOCK OPTION AND INCENTIVE PLAN SECTION 1. GENERAL PURPOSE OF THE PLAN; DEFINITIONS The name of the plan is the Sagimet Biosciences Inc. 2023 Stock Option and Incentive Plan (as amended from time to time, the “Plan”). The purpose of the Plan is to encourage and enable the officers, employees, Non-Employee Directors and Consultants of Sagimet Biosciences I |
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| June 23, 2023 |
Exhibit 107 Calculation of Filing Fee Tables Form S-1 (Form Type) Sagimet Biosciences Inc. |
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| June 23, 2023 |
Executive Employment Agreement with Elizabeth Rozek, dated April 4, 2023 Exhibit 10.19 EXECUTIVE EMPLOYMENT AGREEMENT This Executive Employment Agreement (this “Agreement”) is made between Sagimet Biosciences Inc. (the “Company”) and Elizabeth Rozek (“Executive”). RECITALS WHEREAS, subject to the successful completion of the Contingencies as defined in this Agreement, Executive is being hired by the Company in the position of General Counsel and Chief Compliance Office |
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| June 23, 2023 |
Exhibit 10.8 RESTRICTED STOCK AWARD AGREEMENT UNDER THE SAGIMET BIOSCIENCES INC. 2023 STOCK OPTION AND INCENTIVE PLAN Name of Grantee: No. of Shares: Grant Date: Pursuant to the Sagimet Biosciences Inc. 2023 Stock Option and Incentive Plan, as amended through the date hereof (the “Plan”), Sagimet Biosciences Inc. (the “Company”) hereby grants a Restricted Stock Award (an “Award”) to the Grantee na |
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| June 23, 2023 |
Exhibit 10.6 INCENTIVE STOCK OPTION AGREEMENT UNDER THE SAGIMET BIOSCIENCES INC. 2023 STOCK OPTION AND INCENTIVE PLAN Name of Optionee: No. of Option Shares: Option Exercise Price per Share: $ [FMV on Grant Date (110% of FMV if a 10% owner)] Grant Date: Expiration Date: [No more than 10 years (5 years if a 10% owner)] Pursuant to the Sagimet Biosciences Inc. 2023 Stock Option and Incentive Plan, a |
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| June 23, 2023 |
Sagimet Biosciences Inc. Senior Executive Cash Incentive Bonus Plan Exhibit 10.21 Sagimet Biosciences Inc. SENIOR EXECUTIVE CASH INCENTIVE BONUS PLAN 1. Purpose This Senior Executive Cash Incentive Bonus Plan (the “Incentive Plan”) is intended to provide an incentive for superior work and to motivate eligible executives of Sagimet Biosciences Inc. (the “Company”) and its subsidiaries toward even higher achievement and business results, to tie their goa |
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| June 23, 2023 |
Offer Letter with Eduardo Bruno Martins, M.D., D.Phil., dated February 9, 2021. Exhibit 10.17 Sagimet Biosciences Inc. February 9, 2021 Eduardo Martins, M.D. Re: Employment Terms Dear Eduardo: On behalf of Sagimet Biosciences Inc. (the “Company”), I am pleased to offer you employment at the Company on the terms set forth in this offer letter agreement (the “Agreement”). As discussed, the terms of this Agreement govern with respect to your employment, which shall comme |
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| June 23, 2023 |
Amended and Restated Executive Employment Agreement with Dennis Hom, dated January 11, 2019. Exhibit 10.14 AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT This Amended and Restated Executive Employment Agreement (this "Agreement”), made between 3-V Biosciences, Inc. (the "Company") and Dennis Hom ("Executive") amends and restates in its entirety Executive's terms of employment with the Company previously set forth in that certain Offer Letter dated October 26, 2017 (the "Offer Letter" |
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| June 23, 2023 |
Amended and Restated Bylaws, as currently in effect. Submission Proof - 21-8650-3 Exhibit 3.3 Amended and Restated Bylaws Of 3-v Biosciences, Inc. (a Delaware corporation) Adopted as of December 19, 2006 Amended on April 5, 2007 Amended on July 7, 2009 Table of Contents Page ARTICLE I IDENTIFICATION; OFFICES 1 Section 1. Name 1 Section 2. Principal and Business Offices 1 Section 3. Registered Agent and Office 1 Section 4. Place of Keeping Corporate |
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| June 23, 2023 |
Exhibit 10.25 AMENDED AND RESTATED NOMINATING AGREEMENT THIS AMENDED AND RESTATED NOMINATING AGREEMENT (this “Agreement”), dated as of April 15, 2021, by and among Sagimet Biosciences Inc., a Delaware corporation (the “Company”), Baker Brothers Life Sciences, L.P. (“BBLS”) and 667, L.P. (“667,” together with BBLS, the “Investor”). WHEREAS, the Company and the Investor are parties to that certain N |
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| June 23, 2023 |
Exhibit 10.2 3-V BIOSCIENCES, INC. 2007 EQUITY INCENTIVE PLAN STOCK OPTION AGREEMENT Early Exercise Permitted 3-V Biosciences, Inc., a Delaware corporation (the “Company”), pursuant to its 2007 Equity Incentive Plan, as amended from time to time (the “Plan”), hereby grants to the Optionee listed below (“Optionee”), an option to purchase the number of shares of the Company’s Common Stock set forth |
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| June 23, 2023 |
Offer Letter with Dave Happel, dated October 3, 2022. Exhibit 10.13 Sagimet Biosciences Inc. October 3, 2022 David Happel Re: Employment Terms Dear David: On behalf of Sagimet Biosciences Inc. (the “Company”), I am pleased to offer you employment at the Company on the terms set forth in this offer letter agreement (the “Agreement”). As discussed, the terms of this Agreement govern with respect to your employment, which shall commence no late |
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| June 23, 2023 |
Exhibit 10.1 3-V BIOSCIENCES, INC. 2007 EQUITY INCENTIVE PLAN 1. Purposes of the Plan. The purposes of 3-V Biosciences, Inc. 2007 Equity Incentive Plan are to attract and retain the best available personnel for positions of substantial responsibility, to provide additional incentive to Employees, Directors and Consultants and to promote the success of the Company’s business. Options granted under |
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| June 23, 2023 |
Amendment to Transition Services Agreement with Dennis Hom, dated June 18, 2023. Exhibit 10.16 Amendment to Transition Services Agreement WHEREAS, Dennis Hom and Sagimet Biosciences Inc. (collectively, the “Parties”) entered into a Transition Services Agreement on April 4, 2023 (the “Transition Services Agreement”); and WHEREAS, the Parties both wish to amend certain provisions of the Transition Services Agreement; and WHEREAS, both Parties believe it is in their best interest |
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| May 11, 2023 |
TABLE OF CONTENTS As confidentially submitted to the Securities and Exchange Commission on May 10, 2023 as Amendment No. |
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| May 10, 2023 |
Goodwin Procter LLP Three Embarcadero Center, 28th Floor San Francisco, CA 94111 goodwinlaw. |
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| April 25, 2023 |
Sagimet Biosciences INC. TENTH AMENDED AND RESTATED CERTIFICATE OF INCORPORATION Submission Proof - 21-8650-3 Exhibit 3.1 Sagimet Biosciences INC. TENTH AMENDED AND RESTATED CERTIFICATE OF INCORPORATION Sagimet Biosciences Inc., a corporation organized and existing under and by virtue of the Delaware General Corporation Law, hereby certifies as follows: The name of this corporation is Sagimet Biosciences Inc. and the original Certificate of Incorporation of the corporation was |
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| April 25, 2023 |
EXECUTIVE EMPLOYMENT AGREEMENT Exhibit 10.14 EXECUTIVE EMPLOYMENT AGREEMENT This Executive Employment Agreement (this “Agreement”) is made between Sagimet Biosciences Inc. (the “Company”) and Anthony Rimac (“Executive”). RECITALS WHEREAS, subject to the successful completion of the Contingencies as defined in this Agreement, Executive is being hired by the Company in the position of Chief Operating Officer, effective April 10, |
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| April 25, 2023 |
FOIA CONFIDENTIAL TREATMENT REQUESTED BY SAGIMET BIOSCIENCES INC. Goodwin Procter LLP Three Embarcadero Center, 28th Floor San Francisco, CA 94111 goodwinlaw. |
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| April 25, 2023 |
AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT Exhibit 10.12 AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT This Amended and Restated Executive Employment Agreement (this "Agreement”), made between 3-V Biosciences, Inc. (the "Company") and Dennis Hom ("Executive") amends and restates in its entirety Executive's terms of employment with the Company previously set forth in that certain Offer Letter dated October 26, 2017 (the "Offer Letter" |
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| April 25, 2023 |
TABLE OF CONTENTS As confidentially submitted to the Securities and Exchange Commission on April 25, 2023 as Amendment No. |
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| April 25, 2023 |
Exhibit 10.11 Sagimet Biosciences Inc. October 3, 2022 David Happel Re: Employment Terms Dear David: On behalf of Sagimet Biosciences Inc. (the “Company”), I am pleased to offer you employment at the Company on the terms set forth in this offer letter agreement (the “Agreement”). As discussed, the terms of this Agreement govern with respect to your employment, which shall commence no late |
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| April 25, 2023 |
EXECUTIVE EMPLOYMENT AGREEMENT Exhibit 10.15 EXECUTIVE EMPLOYMENT AGREEMENT This Executive Employment Agreement (this “Agreement”) is made between Sagimet Biosciences Inc. (the “Company”) and Elizabeth Rozek (“Executive”). RECITALS WHEREAS, subject to the successful completion of the Contingencies as defined in this Agreement, Executive is being hired by the Company in the position of General Counsel and Chief Compliance Office |
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| April 25, 2023 |
Exhibit 10.3 Sagimet Biosciences Inc. 2017 Equity Incentive Plan Adopted by the Board of Directors: September 28, 2017 Approved by the Stockholders: October 17, 2017 Amended by the Board of Directors: January 16, 2019 Approved by the Stockholders: January 22, 2019 Amended by the Board of Directors: December 17, 2020 Approved by the Stockholders: December 19, 2020 Amended by the Board of Directors: |
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| April 25, 2023 |
Exhibit 10.13 Sagimet Biosciences Inc. February 9, 2021 Eduardo Martins, M.D. Re: Employment Terms Dear Eduardo: On behalf of Sagimet Biosciences Inc. (the “Company”), I am pleased to offer you employment at the Company on the terms set forth in this offer letter agreement (the “Agreement”). As discussed, the terms of this Agreement govern with respect to your employment, which shall comme |
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| April 25, 2023 |
Exhibit 10.21 THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH APPLICABLE LAW. WARRANT TO PURCHASE STOCK Corporation: 3-V BIOSCIENCES, INC., a Delaware corporation Number of Shares: See Section 1.3 Class of Stock: Series D Preferred Stock Initial Exer |
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| March 24, 2023 |
AMENDED AND RESTATED NOMINATING AGREEMENT Exhibit 10.17 AMENDED AND RESTATED NOMINATING AGREEMENT THIS AMENDED AND RESTATED NOMINATING AGREEMENT (this “Agreement”), dated as of April 15, 2021, by and among Sagimet Biosciences Inc., a Delaware corporation (the “Company”), Baker Brothers Life Sciences, L.P. (“BBLS”) and 667, L.P. (“667,” together with BBLS, the “Investor”). WHEREAS, the Company and the Investor are parties to that certain N |
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| March 24, 2023 |
Submission Proof - 21-8650-3 Exhibit 3.3 Amended and Restated Bylaws Of 3-v Biosciences, Inc. (a Delaware corporation) Adopted as of December 19, 2006 Amended on April 5, 2007 Amended on July 7, 2009 Table of Contents Page ARTICLE I IDENTIFICATION; OFFICES 1 Section 1. Name 1 Section 2. Principal and Business Offices 1 Section 3. Registered Agent and Office 1 Section 4. Place of Keeping Corporate |
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| March 24, 2023 |
Exhibit 10.14 EXCEUTION COPY CONFIDENTIAL CERTAIN INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. EXCLUSIVE LICENSE AND DEVELOPMENT AGREEMENT by and between 3-V Biosciences, Inc. and Ascletis BioScience Co. Ltd. Dated January 18, 2019 EXCLUSIVE LICENSE AND DEVELOPMENT AG |
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| March 24, 2023 |
Sagimet Biosciences INC. TENTH AMENDED AND RESTATED CERTIFICATE OF INCORPORATION Submission Proof - 21-8650-3 Exhibit 3.1 Sagimet Biosciences INC. TENTH AMENDED AND RESTATED CERTIFICATE OF INCORPORATION Sagimet Biosciences Inc., a corporation organized and existing under and by virtue of the Delaware General Corporation Law, hereby certifies as follows: The name of this corporation is Sagimet Biosciences Inc. and the original Certificate of Incorporation of the corporation was |
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| March 24, 2023 |
3-V BIOSCIENCES, INC. 2007 EQUITY INCENTIVE PLAN STOCK OPTION AGREEMENT Early Exercise Permitted Exhibit 10.2 3-V BIOSCIENCES, INC. 2007 EQUITY INCENTIVE PLAN STOCK OPTION AGREEMENT Early Exercise Permitted 3-V Biosciences, Inc., a Delaware corporation (the “Company”), pursuant to its 2007 Equity Incentive Plan, as amended from time to time (the “Plan”), hereby grants to the Optionee listed below (“Optionee”), an option to purchase the number of shares of the Company’s Common Stock set forth |
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| March 24, 2023 |
Exhibit 10.15 CERTAIN INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. Patent Assignment Agreement This Patent Assignment Agreement (this “Agreement”), effective as of October 25, 2019, is signed by and between Sagimet Biosciences Inc. (formerly known as 3-V Biosciences, |
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| March 24, 2023 |
Exhibit 10.3 Sagimet Biosciences Inc. 2017 Equity Incentive Plan Adopted by the Board of Directors: September 28, 2017 Approved by the Stockholders: October 17, 2017 Amended by the Board of Directors: January 16, 2019 Approved by the Stockholders: January 22, 2019 Amended by the Board of Directors: December 17, 2020 Approved by the Stockholders: December 19, 2020 Amended by the Board of Directors: |
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| March 24, 2023 |
Sagimet Biosciences Inc. AMENDED AND RESTATED investors’ rights agreement Exhibit 10.18 Execution Version Sagimet Biosciences Inc. AMENDED AND RESTATED investors’ rights agreement This Amended and Restated Investors’ Rights Agreement (this “Agreement”) is made as of December 21, 2020, by and among Sagimet Biosciences Inc., a Delaware corporation (the “Company”), and the investors listed on the Schedule of Investors attached as Exhibit A hereto (each, an “Investor,” and |
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| March 24, 2023 |
3-V BIOSCIENCES, Inc. Stock Option Grant Notice (2017 Equity Incentive Plan) Exhibit 10.4 3-V BIOSCIENCES, Inc. Stock Option Grant Notice (2017 Equity Incentive Plan) 3-V Biosciences, Inc. (the “Company”), pursuant to its 2017 Equity Incentive Plan (the “Plan”), hereby grants to Optionholder an option to purchase the number of shares of the Company’s Common Stock set forth below. This option is subject to all of the terms and conditions as set forth in this stock option gr |
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| March 24, 2023 |
TABLE OF CONTENTS As confidentially submitted to the Securities and Exchange Commission on March 24, 2023. |
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| March 24, 2023 |
3-V BIOSCIENCES, INC. 2007 EQUITY INCENTIVE PLAN Exhibit 10.1 3-V BIOSCIENCES, INC. 2007 EQUITY INCENTIVE PLAN 1. Purposes of the Plan. The purposes of 3-V Biosciences, Inc. 2007 Equity Incentive Plan are to attract and retain the best available personnel for positions of substantial responsibility, to provide additional incentive to Employees, Directors and Consultants and to promote the success of the Company’s business. Options granted under |
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| March 24, 2023 |
LEASE AGREEMENT Casiopea Bovet, LLC 3-V Biosciences, Inc., a Delaware corporation TABLE OF CONTENTS Exhibit 10.16 LEASE AGREEMENT between Casiopea Bovet, LLC “Landlord” and 3-V Biosciences, Inc., a Delaware corporation “Tenant” TABLE OF CONTENTS SECTION PAGE 1. PREMISES 4 2. TERM; POSSESSION 4 3. RENT SECURITY DEPOSIT 4 8 5. USE AND COMPLIANCE WITH LAWS 8 6. TENANT IMPROVEMENTS & ALTERATIONS 11 7. MAINTENANCE AND REPAIRS 12 8. TENANT’S TAXES 13 9. UTILITIES AND SERVICE |
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| March 21, 2022 |
Sagimet Biosciences Inc. 155 Bovet Road, Suite 303 San Mateo, California 94402 Sagimet Biosciences Inc. 155 Bovet Road, Suite 303 San Mateo, California 94402 March 21, 2022 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: David Gessert Celeste Murphy Li Xiao Lynn Dicker Re: Sagimet Biosciences Inc. Rule 477 Application for Withdrawal of Registration Statement on Form S-1 Filed on A |
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| May 10, 2021 |
TABLE OF CONTENTS As filed with the Securities and Exchange Commission on May 10, 2021. |
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| April 16, 2021 |
EX-10.10 9 tm218447d4ex10-10.htm EXHIBIT 10.10 Exhibit 10.10 INDEMNIFICATION AGREEMENT THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of [] between Sagimet Biosciences Inc., a Delaware corporation (the “Company”), and [] (“Indemnitee”). WITNESSETH THAT: WHEREAS, highly competent persons have become more reluctant to serve corporations as directors, officers or in othe |
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| April 16, 2021 |
Exhibit 10.1 3-V BIOSCIENCES, INC. 2007 EQUITY INCENTIVE PLAN 1. Purposes of the Plan. The purposes of 3-V Biosciences, Inc. 2007 Equity Incentive Plan are to attract and retain the best available personnel for positions of substantial responsibility, to provide additional incentive to Employees, Directors and Consultants and to promote the success of the Company’s business. Options granted under |
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| April 16, 2021 |
EX-10.14 10 tm218447d4ex10-14.htm EXHIBIT 10.14 Exhibit 10.14 EXCEUTION COPY CONFIDENTIAL CERTAIN INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. EXCLUSIVE LICENSE AND DEVELOPMENT AGREEMENT by and between 3-V Biosciences, Inc. and Ascletis BioScience Co. Ltd. Dated Janua |
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| April 16, 2021 |
Amended and Restated Bylaws, as currently in effect. Exhibit 3.3 Amended and Restated Bylaws Of 3-v Biosciences, Inc. (a Delaware corporation) Adopted as of December 19, 2006 Amended on April 5, 2007 Amended on July 7, 2009 Table of Contents Page ARTICLE I IDENTIFICATION; OFFICES 1 Section 1. Name 1 Section 2. Principal and Business Offices 1 Section 3. Registered Agent and Office 1 Section 4. Place of Keeping Corporate Records 1 ARTICLE II STOCKHOL |
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| April 16, 2021 |
Sagimet Biosciences Inc. 2017 Equity Incentive Plan. Exhibit 10.3 Sagimet Biosciences Inc. 2017 Equity Incentive Plan Adopted by the Board of Directors: September 28, 2017 Approved by the Stockholders: October 17, 2017 Amended by the Board of Directors: January 16, 2019 Approved by the Stockholders: January 22, 2019 Amended by the Board of Directors: December 17, 2020 Approved by the Stockholders: December 19, 2020 Termination Date: September 27, 20 |
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| April 16, 2021 |
Lease Agreement by and between the Registrant and Casiopea Bovet, LLC, dated as of March 1, 2019. Exhibit 10.16 LEASE AGREEMENT between Casiopea Bovet, LLC “Landlord” and 3-V Biosciences, Inc., a Delaware corporation “Tenant” TABLE OF CONTENTS SECTION PAGE 1. PREMISES 4 2. TERM; POSSESSION 4 3. RENT SECURITY DEPOSIT 4 8 5. USE AND COMPLIANCE WITH LAWS 8 6. TENANT IMPROVEMENTS & ALTERATIONS 11 7. MAINTENANCE AND REPAIRS 12 8. TENANT’S TAXES 13 9. UTILITIES AND SERVICE |
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| April 16, 2021 |
Amended and Restated Certificate of Incorporation, as currently in effect. EX-3.1 2 tm218447d4ex3-1.htm EXHIBIT 3.1 Exhibit 3.1 Sagimet Biosciences INC. TENTH AMENDED AND RESTATED CERTIFICATE OF INCORPORATION Sagimet Biosciences Inc., a corporation organized and existing under and by virtue of the Delaware General Corporation Law, hereby certifies as follows: The name of this corporation is Sagimet Biosciences Inc. and the original Certificate of Incorporation of the cor |
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| April 16, 2021 |
EX-4.2 4 tm218447d4ex4-2.htm EXHIBIT 4.2 Exhibit 4.2 Execution Version Sagimet Biosciences Inc. AMENDED AND RESTATED investors’ rights agreement This Amended and Restated Investors’ Rights Agreement (this “Agreement”) is made as of December 21, 2020, by and among Sagimet Biosciences Inc., a Delaware corporation (the “Company”), and the investors listed on the Schedule of Investors attached as Exhi |
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| April 16, 2021 |
Exhibit 10.4 3-V BIOSCIENCES, Inc. Stock Option Grant Notice (2017 Equity Incentive Plan) 3-V Biosciences, Inc. (the “Company”), pursuant to its 2017 Equity Incentive Plan (the “Plan”), hereby grants to Optionholder an option to purchase the number of shares of the Company’s Common Stock set forth below. This option is subject to all of the terms and conditions as set forth in this stock option gr |
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| April 16, 2021 |
Exhibit 10.17 AMENDED AND RESTATED NOMINATING AGREEMENT THIS AMENDED AND RESTATED NOMINATING AGREEMENT (this “Agreement”), dated as of April 15, 2021, by and among Sagimet Biosciences Inc., a Delaware corporation (the “Company”), Baker Brothers Life Sciences, L.P. (“BBLS”) and 667, L.P. (“667,” together with BBLS, the “Investor”). WHEREAS, the Company and the Investor are parties to that certain N |
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| April 16, 2021 |
Exhibit 10.15 CERTAIN INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. Patent Assignment Agreement This Patent Assignment Agreement (this “Agreement”), effective as of October 25, 2019, is signed by and between Sagimet Biosciences Inc. (formerly known as 3-V Biosciences, |
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| April 16, 2021 |
EX-10.2 6 tm218447d4ex10-2.htm EXHIBIT 10.2 Exhibit 10.2 3-V BIOSCIENCES, INC. 2007 EQUITY INCENTIVE PLAN STOCK OPTION AGREEMENT Early Exercise Permitted 3-V Biosciences, Inc., a Delaware corporation (the “Company”), pursuant to its 2007 Equity Incentive Plan, as amended from time to time (the “Plan”), hereby grants to the Optionee listed below (“Optionee”), an option to purchase the number of sha |
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| April 16, 2021 |
Power of Attorney (included on signature page). S-1 1 tm218447-3drs.htm S-1 TABLE OF CONTENTS As filed with the Securities and Exchange Commission on April 16, 2021. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Sagimet Biosciences Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdictio |
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| March 11, 2021 |
Sagimet Biosciences Inc. AMENDED AND RESTATED investors’ rights agreement EX-4.2 4 filename4.htm Exhibit 4.2 Execution Version Sagimet Biosciences Inc. AMENDED AND RESTATED investors’ rights agreement This Amended and Restated Investors’ Rights Agreement (this “Agreement”) is made as of December 21, 2020, by and among Sagimet Biosciences Inc., a Delaware corporation (the “Company”), and the investors listed on the Schedule of Investors attached as Exhibit A hereto (each |
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| March 11, 2021 |
3-V BIOSCIENCES, INC. 2007 EQUITY INCENTIVE PLAN EX-10.1 5 filename5.htm Exhibit 10.1 3-V BIOSCIENCES, INC. 2007 EQUITY INCENTIVE PLAN 1. Purposes of the Plan. The purposes of 3-V Biosciences, Inc. 2007 Equity Incentive Plan are to attract and retain the best available personnel for positions of substantial responsibility, to provide additional incentive to Employees, Directors and Consultants and to promote the success of the Company’s business |
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| March 11, 2021 |
TABLE OF CONTENTS As confidentially submitted to the Securities and Exchange Commission on March 11, 2021. |
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| March 11, 2021 |
3-V BIOSCIENCES, Inc. Stock Option Grant Notice (2017 Equity Incentive Plan) EX-10.4 8 filename8.htm Exhibit 10.4 3-V BIOSCIENCES, Inc. Stock Option Grant Notice (2017 Equity Incentive Plan) 3-V Biosciences, Inc. (the “Company”), pursuant to its 2017 Equity Incentive Plan (the “Plan”), hereby grants to Optionholder an option to purchase the number of shares of the Company’s Common Stock set forth below. This option is subject to all of the terms and conditions as set forth |
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| March 11, 2021 |
LEASE AGREEMENT Casiopea Bovet, LLC 3-V Biosciences, Inc., a Delaware corporation TABLE OF CONTENTS EX-10.15 9 filename9.htm Exhibit 10.15 LEASE AGREEMENT between Casiopea Bovet, LLC “Landlord” and 3-V Biosciences, Inc., a Delaware corporation “Tenant” TABLE OF CONTENTS SECTION PAGE 1. PREMISES 4 2. TERM; POSSESSION 4 3. RENT SECURITY DEPOSIT 4 8 5. USE AND COMPLIANCE WITH LAWS 8 6. TENANT IMPROVEMENTS & ALTERATIONS 11 7. MAINTENANCE AND REPAIRS 12 8. TENANT’S TAXES 13 9. |
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| March 11, 2021 |
Sagimet Biosciences INC. TENTH AMENDED AND RESTATED CERTIFICATE OF INCORPORATION EX-3.1 2 filename2.htm Exhibit 3.1 Sagimet Biosciences INC. TENTH AMENDED AND RESTATED CERTIFICATE OF INCORPORATION Sagimet Biosciences Inc., a corporation organized and existing under and by virtue of the Delaware General Corporation Law, hereby certifies as follows: The name of this corporation is Sagimet Biosciences Inc. and the original Certificate of Incorporation of the corporation was filed |
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| March 11, 2021 |
EX-10.3 7 filename7.htm Exhibit 10.3 Sagimet Biosciences Inc. 2017 Equity Incentive Plan Adopted by the Board of Directors: September 28, 2017 Approved by the Stockholders: October 17, 2017 Amended by the Board of Directors: January 16, 2019 Approved by the Stockholders: January 22, 2019 Amended by the Board of Directors: December 17, 2020 Approved by the Stockholders: December 19, 2020 Terminatio |
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| March 11, 2021 |
3-V BIOSCIENCES, INC. 2007 EQUITY INCENTIVE PLAN STOCK OPTION AGREEMENT Early Exercise Permitted EX-10.2 6 filename6.htm Exhibit 10.2 3-V BIOSCIENCES, INC. 2007 EQUITY INCENTIVE PLAN STOCK OPTION AGREEMENT Early Exercise Permitted 3-V Biosciences, Inc., a Delaware corporation (the “Company”), pursuant to its 2007 Equity Incentive Plan, as amended from time to time (the “Plan”), hereby grants to the Optionee listed below (“Optionee”), an option to purchase the number of shares of the Company’s |
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| March 11, 2021 |
EX-3.3 3 filename3.htm Exhibit 3.3 Amended and Restated Bylaws Of 3-v Biosciences, Inc. (a Delaware corporation) Adopted as of December 19, 2006 Amended on April 5, 2007 Amended on July 7, 2009 Table of Contents Page ARTICLE I IDENTIFICATION; OFFICES 1 Section 1. Name 1 Section 2. Principal and Business Offices 1 Section 3. Registered Agent and Office 1 Section 4. Place of Keeping Corporate Record |
