Form 8-K

8-K — Sagimet Biosciences Inc.

Accession: 0001104659-26-059009

Filed: 2026-05-12

Period: 2026-05-12

CIK: 0001400118

SIC: 2834 (PHARMACEUTICAL PREPARATIONS)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — tm2614225d1_8k.htm (Primary)

EX-99.1 — EXHIBIT 99.1 (tm2614225d1_ex99-1.htm)

GRAPHIC (tm2614225d1_ex99-1img001.jpg)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K — FORM 8-K

8-K (Primary)

Filename: tm2614225d1_8k.htm · Sequence: 1

false

0001400118

2026-05-12

iso4217:USD

xbrli:shares

iso4217:USD

xbrli:shares

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 12, 2026

SAGIMET BIOSCIENCES INC.

(Exact name of registrant as specified in its

charter)

Delaware

001-41742

20-5991472

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

Sagimet Biosciences Inc.

155 Bovet Road, Suite 303,

San Mateo, California 94402

(Address of principal executive offices, including

zip code)

(650) 561-8600

(Registrant’s telephone number, including

area code)

Not Applicable

(Former Name or Former Address, if Changed Since

Last Report)

Check the appropriate box below if the Form 8-K filing is intended

to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Written communications pursuant

to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant

to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications

pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications

pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trade

Symbol(s)

Name of each exchange on which registered

Series A Common Stock, $0.0001 par value per share

SGMT

The Nasdaq Global Market

Indicate by check mark whether the registrant is an emerging growth

company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities

Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging

growth company x

an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying

with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item

2.02 Results

of Operations and Financial Condition.

On May 12, 2026, Sagimet Biosciences Inc. issued a press release announcing its financial results for the quarter ended March 31, 2026. A copy of the

press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

The information contained in this Item 2.02

(including Exhibit 99.1) is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange

Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section and shall not be deemed

to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the

Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit

No.

Document

99.1

Press Release of Sagimet Biosciences Inc., dated May 12, 2026.

104

Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934,

as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Sagimet Biosciences Inc.

Date: May 12, 2026

By:

/s/ David Happel

David Happel

Chief Executive Officer

EX-99.1 — EXHIBIT 99.1

EX-99.1

Filename: tm2614225d1_ex99-1.htm · Sequence: 2

Exhibit 99.1

Sagimet Biosciences

Reports First Quarter 2026 Financial Results and Provides Corporate Updates

Secured equity

financing with gross proceeds of $175M in April 2026

Phase 3 clinical

trial of denifanstat in moderate to severe acne patients for the U.S.

planned

to initiate in second half of 2026

First-in-human

Phase 1 clinical trial of FASN inhibitor TVB-3567 ongoing

Cumulative cash,

cash equivalents and marketable securities expected to fund current operations through 2028, including through data readout of denifanstat

Phase 3 trial in moderate to severe acne

San

Mateo, Calif., May 12, 2026 – Sagimet Biosciences Inc. (Nasdaq: SGMT), a clinical-stage

biopharmaceutical company developing novel therapeutics targeting dysfunctional metabolic and fibrotic pathways, today reported financial

results for the quarter ended March 31, 2026, and provided corporate updates.

“Our recent strategic decision

to focus on dermatology marks a turning point for Sagimet, and we are excited about the path ahead. In the near term, we are targeting

the second half of 2026 to initiate a Phase 3 clinical trial of denifanstat in moderate to severe acne in the U.S. We believe that denifanstat,

with its differentiated mode of action, could potentially offer a convenient oral once-daily treatment option for those living

with moderate to severe acne. The clinical community caring for patients with acne has waited more than 40 years for an innovative oral

treatment,” said David Happel, Chief Executive Officer of Sagimet. “We recently strengthened Sagimet’s ability

to move forward with its innovative dermatology programs with the completion of a $175 million equity financing. Combined with our existing

cash balance, we are well capitalized to fund our programs through 2028 including data readout of our planned denifanstat Phase 3 clinical

trial in moderate to severe acne.”

Recent

Corporate Highlights

· The Company recently completed an underwritten offering of 29,166,700 shares of its Series A common stock

at a price of $6.00 per share, resulting in $175.0 million gross proceeds, before deducting underwriting discounts and commissions and

other offering expenses.

o The financing included participation from new and existing investors,

including Balyasny Asset Management, Blue Owl Healthcare Opportunities, BVF Partners L.P., Caligan Partners, Coastlands Capital, Farallon

Capital Management, Great Point Partners, LLC, Woodline Partners LP and a large mutual fund.

o The Company currently expects that its existing cash and cash

equivalents, together with the proceeds from the offering, will fund its acne programs through 2028 and the data readout of the Company’s

planned denifanstat Phase 3 clinical trial in moderate to severe acne.

· A first-in-human Phase 1 clinical trial of FASN inhibitor TVB-3567 is ongoing.

· The Company held a key opinion leader (KOL) event and webcast on April 30 (link here) featuring Julie Harper, MD (Founding Director

and past President of the American Acne and Rosacea Society). In the webcast, Dr. Harper discussed the current acne treatment landscape

and the unmet need for additional treatment options for moderate to severe acne. Management also discussed the planned Phase 3 clinical

trial of denifanstat in moderate to severe acne for the U.S., expected to begin in the second half of 2026.

Publications and Presentations

· Data showing that Sagimet’s FASN inhibitors reduced de novo lipid levels (DNL) in human sebocytes will be discussed in a poster

presentation at the 83rd Society for Investigative Dermatology Annual Meeting in Chicago on May 15, 2026.

Anticipated Upcoming Milestones

· Sagimet plans to initiate a Phase 3 clinical trial of denifanstat in moderate to severe acne patients for the U.S. in the second half

of 2026, subject to Investigational New Drug (IND) clearance.

· Upon completion of the Phase 1 clinical trial of TVB-3567, subject to consultation with regulatory authorities, Sagimet plans to initiate

a Phase 2 clinical trial with TVB-3567 in moderate to severe acne patients in the second half of 2026.

· The Company also plans to develop a topical formulation of a FASN inhibitor for the potential treatment of acne.

Financial Results for the Three Months Ended March 31, 2026

· Cash, cash equivalents and marketable securities as of March 31, 2026, were $104.5 million.

· Research and development expense for the quarter ended March 31, 2026, was $7.0 million compared to $15.3 million for

the first quarter of 2025.

· General and administrative expense for the quarter ended March 31, 2026, was $4.7 million, compared to $4.5 million

for the first quarter of 2025.

· Net loss for the quarter ended March 31, 2026, was $10.7 million compared to $18.2 million for the first quarter

of 2025.

About Sagimet Biosciences

Sagimet

is a clinical-stage biopharmaceutical company developing novel FASN inhibitors designed to target dysfunctional metabolic and fibrotic

pathways in conditions resulting from the overproduction of the fatty acid, palmitate. FASN is a regulator of lipid synthesis, and a

key pathway implicated in multiple diseases, such as acne, MASH and certain FASN-dependent tumor types. For additional information

about Sagimet, please visit www.sagimet.com.

About Acne

Acne is one of the most common skin conditions in the U.S., with approximately

50 million Americans affected annually and more than 5 million seeking medical treatment for acne each year. Acne affects around 85% of

persons between the ages of 12 and 24. Moderate to severe acne accounts for 20% of acne sufferers, or approximately 10 million people

in the U.S. annually. There is no cure for acne; and due to its pathology, most patients require chronic management and multiple annual

courses of treatment for flare control.

Forward-Looking Statements

This press release 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 press release, other than statements of historical facts or statements that relate to present facts or current conditions,

including but not limited to, statements regarding the expected timing of the presentation of data from ongoing clinical trials, Sagimet’s

clinical development plans and related timelines and anticipated development milestones, are forward-looking statements. These statements

involve known and unknown risks, uncertainties and other important factors that may cause Sagimet’s actual results, performance

or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking

statements. In some cases, these statements can be identified by terms such as “may,” “might,” “will,”

“should,” “expect,” “plan,” “aim,” “seek,” “anticipate,” “could,”

“intend,” “target,” “project,” “contemplate,” “believe,” “estimate,”

“predict,” “forecast,” “potential” or “continue” or the negative of these terms or other

similar expressions. The forward-looking statements in this press release are only predictions. Sagimet has based these forward-looking

statements largely on its current expectations and projections about future events and financial trends that Sagimet believes may affect

its business, financial condition and results of operations. These forward-looking statements speak only as of the date of this press

release and are subject to a number of risks, uncertainties and assumptions, some of which cannot be predicted or quantified and some

of which are beyond Sagimet’s control, including, among others: the clinical development and therapeutic potential of denifanstat,

TVB-3567 or any other drug candidates or combination therapies developed by Sagimet; Sagimet’s ability to advance drug candidates

into and successfully complete clinical trials within anticipated timelines; Sagimet’s relationship with Ascletis, and the

success of its development efforts for denifanstat; the accuracy of Sagimet’s estimates regarding its capital requirements and

Sagimet’s ability to maintain and successfully enforce adequate intellectual property protection. These and other risks and uncertainties

are described more fully in the “Risk Factors” section of Sagimet’s most recent filings with the Securities and Exchange

Commission and available at www.sec.gov. You should not rely on these forward-looking statements as predictions of future

events. The events and circumstances reflected in these forward-looking statements may not be achieved or occur, and actual results could

differ materially from those projected in the forward-looking statements. Moreover, Sagimet operates in a dynamic industry and economy.

New risk factors and uncertainties may emerge from time to time, and it is not possible for management to predict all risk factors and

uncertainties that Sagimet may face. Except as required by applicable law, Sagimet does not plan to publicly update or revise any forward-looking

statements contained herein, whether as a result of any new information, future events, changed circumstances or otherwise.

Investor Contact:

Joyce Allaire

LifeSci Advisors

JAllaire@LifeSciAdvisors.com

Media Contact:

Maggie Whitney

LifeSci Communications

mwhitney@lifescicomms.com

SAGIMET

BIOSCIENCES INC.

CONDENSED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

(unaudited)

(in thousands, except for share and per share amounts)

Three Months Ended March 31,

2026

2025

Operating expenses:

Research and development

6,995

15,342

General and administrative

4,718

4,523

Total operating expenses

11,713

19,865

Loss from operations

(11,713 )

(19,865 )

Total other income

1,063

1,689

Net loss

$ (10,650 )

$ (18,176 )

Net loss per share, basic and diluted

$ (0.33 )

$ (0.56 )

Weighted-average shares outstanding, basic and diluted

32,559,704

32,195,345

Net loss

$ (10,650 )

$ (18,176 )

Other comprehensive loss:

Net unrealized loss on marketable securities

(112 )

(109 )

Total comprehensive loss

$ (10,762 )

$ (18,285 )

SAGIMET

BIOSCIENCES INC.

CONDENSED BALANCE SHEETS

(unaudited)

(in thousands)

As of

March 31,

2026

December 31,

2025

Cash, cash equivalents and marketable securities

$ 104,539

$ 113,124

Total assets

$ 107,755

$ 116,482

Current liabilties

$ 5,297

$ 5,101

Stockholders' equity

$ 102,458

$ 111,381

Liabilities and stockholders' equity

$ 107,755

$ 116,482

GRAPHIC

Filename: tm2614225d1_ex99-1img001.jpg · Sequence: 6

Binary file (4256 bytes)

Download tm2614225d1_ex99-1img001.jpg

XML — IDEA: XBRL DOCUMENT

XML

Filename: R1.htm · Sequence: 8

v3.26.1

Cover

May 12, 2026

Cover [Abstract]

Document Type

8-K

Amendment Flag

false

Document Period End Date

May 12, 2026

Entity File Number

001-41742

Entity Registrant Name

SAGIMET BIOSCIENCES INC.

Entity Central Index Key

0001400118

Entity Tax Identification Number

20-5991472

Entity Incorporation, State or Country Code

Entity Address, Address Line One

155 Bovet Road

Entity Address, Address Line Two

Suite 303

Entity Address, City or Town

San Mateo

Entity Address, State or Province

Entity Address, Postal Zip Code

94402

City Area Code

650

Local Phone Number

561-8600

Written Communications

false

Soliciting Material

false

Pre-commencement Tender Offer

false

Pre-commencement Issuer Tender Offer

false

Title of 12(b) Security

Series A Common Stock, $0.0001 par value per share

Trading Symbol

SGMT

Security Exchange Name

NASDAQ

Entity Emerging Growth Company

true

Elected Not To Use the Extended Transition Period

false

- Definition

Boolean flag that is true when the XBRL content amends previously-filed or accepted submission.

+ References

No definition available.

+ Details

Name:

dei_AmendmentFlag

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Area code of city

+ References

No definition available.

+ Details

Name:

dei_CityAreaCode

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Cover page.

+ References

No definition available.

+ Details

Name:

dei_CoverAbstract

Namespace Prefix:

dei_

Data Type:

xbrli:stringItemType

Balance Type:

Period Type:

duration

- Definition

For the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period. The format of the date is YYYY-MM-DD.

+ References

No definition available.

+ Details

Name:

dei_DocumentPeriodEndDate

Namespace Prefix:

dei_

Data Type:

xbrli:dateItemType

Balance Type:

Period Type:

duration

- Definition

The type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.

+ References

No definition available.

+ Details

Name:

dei_DocumentType

Namespace Prefix:

dei_

Data Type:

dei:submissionTypeItemType

Balance Type:

Period Type:

duration

- Definition

Address Line 1 such as Attn, Building Name, Street Name

+ References

No definition available.

+ Details

Name:

dei_EntityAddressAddressLine1

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Address Line 2 such as Street or Suite number

+ References

No definition available.

+ Details

Name:

dei_EntityAddressAddressLine2

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Name of the City or Town

+ References

No definition available.

+ Details

Name:

dei_EntityAddressCityOrTown

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Code for the postal or zip code

+ References

No definition available.

+ Details

Name:

dei_EntityAddressPostalZipCode

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Name of the state or province.

+ References

No definition available.

+ Details

Name:

dei_EntityAddressStateOrProvince

Namespace Prefix:

dei_

Data Type:

dei:stateOrProvinceItemType

Balance Type:

Period Type:

duration

- Definition

A unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityCentralIndexKey

Namespace Prefix:

dei_

Data Type:

dei:centralIndexKeyItemType

Balance Type:

Period Type:

duration

- Definition

Indicate if registrant meets the emerging growth company criteria.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityEmergingGrowthCompany

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Indicate if an emerging growth company has elected not to use the extended transition period for complying with any new or revised financial accounting standards.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 7A

-Section B

-Subsection 2

+ Details

Name:

dei_EntityExTransitionPeriod

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Commission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.

+ References

No definition available.

+ Details

Name:

dei_EntityFileNumber

Namespace Prefix:

dei_

Data Type:

dei:fileNumberItemType

Balance Type:

Period Type:

duration

- Definition

Two-character EDGAR code representing the state or country of incorporation.

+ References

No definition available.

+ Details

Name:

dei_EntityIncorporationStateCountryCode

Namespace Prefix:

dei_

Data Type:

dei:edgarStateCountryItemType

Balance Type:

Period Type:

duration

- Definition

The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityRegistrantName

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityTaxIdentificationNumber

Namespace Prefix:

dei_

Data Type:

dei:employerIdItemType

Balance Type:

Period Type:

duration

- Definition

Local phone number for entity.

+ References

No definition available.

+ Details

Name:

dei_LocalPhoneNumber

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 13e

-Subsection 4c

+ Details

Name:

dei_PreCommencementIssuerTenderOffer

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14d

-Subsection 2b

+ Details

Name:

dei_PreCommencementTenderOffer

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Title of a 12(b) registered security.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b

+ Details

Name:

dei_Security12bTitle

Namespace Prefix:

dei_

Data Type:

dei:securityTitleItemType

Balance Type:

Period Type:

duration

- Definition

Name of the Exchange on which a security is registered.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

+ Details

Name:

dei_SecurityExchangeName

Namespace Prefix:

dei_

Data Type:

dei:edgarExchangeCodeItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

+ Details

Name:

dei_SolicitingMaterial

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

+ Details

Name:

dei_TradingSymbol

Namespace Prefix:

dei_

Data Type:

dei:tradingSymbolItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

+ Details

Name:

dei_WrittenCommunications

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration