Form 8-K

8-K — Sagimet Biosciences Inc.

Accession: 0001104659-26-049756

Filed: 2026-04-28

Period: 2026-04-27

CIK: 0001400118

SIC: 2834 (PHARMACEUTICAL PREPARATIONS)

Item: Entry into a Material Definitive Agreement

Item: Financial Statements and Exhibits

Documents

8-K — tm2612794d2_8k.htm (Primary)

EX-1.1 — EXHIBIT 1.1 (tm2612794d2_ex1-1.htm)

EX-5.1 — EXHIBIT 5.1 (tm2612794d2_ex5-1.htm)

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8-K — FORM 8-K

8-K (Primary)

Filename: tm2612794d2_8k.htm · Sequence: 1

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0001400118

2026-04-27

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):

April 27, 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 1.01 Entry into a Material Definitive Agreement.

April 27, 2026, Sagimet Biosciences Inc. (the “Company”) entered

into an underwriting agreement (the “Underwriting Agreement”) with

Leerink Partners LLC, TD Securities (USA) LLC, and Guggenheim Securities, LLC as representatives of the several underwriters named

therein (the “Underwriters”) relating to an underwritten offering (the

“Offering”) of 29,166,700 shares (the “Shares”)

of the Company’s Series A common stock, par value $0.0001 per share (the “Common

Stock”), at an offering price of $6.00 per share.

The net proceeds to the Company from the Offering

are expected to be $164.5 million, after deducting underwriting discounts and commissions. The Company

intends to use the net proceeds from this offering, together with its existing cash, cash equivalents and marketable securities to fund

a Phase 3 clinical trial for denifanstat in acne, fund TVB-3567 through Phase 2 topline results, advance a topical formulation FASN inhibitor

to IND submission and for general corporate purposes, including additional clinical development, working capital and operating expenses.

Leerink Partners LLC, TD Securities (USA)

LLC, Guggenheim Securities, LLC and Oppenheimer & Co. Inc. acted as joint book-running managers for the Offering. Canaccord Genuity

LLC, H.C. Wainwright & Co., LLC and JonesTrading Institutional Services LLC acted as co-lead managers for the Offering.

The Offering is being made pursuant to the

Company’s effective shelf registration statement on Form S-3 (Registration No. 333-281582), filed with the Securities and Exchange

Commission on August 15, 2024 and declared effective on August 26, 2024.

The Underwriting Agreement contains customary

representations, warranties and agreements by the Company, customary conditions to closing, indemnification obligations of the Company

and the Underwriters, including for liabilities under the Securities Act of 1933, as amended, other obligations of the parties and termination

provisions. The representations, warranties and covenants contained in the Underwriting Agreement were made only for purposes of such

agreement and as of specific dates, were solely for the benefit of the parties to such agreement and may be subject to limitations agreed

upon by the contracting parties.

The Underwriting Agreement is filed as Exhibits

1.1 to this Current Report on Form 8-K and is incorporated by reference herein. The foregoing descriptions of the terms of the Underwriting

Agreement is qualified in its entirety by reference to the exhibit. A copy of the legal opinion and consent of Goodwin Procter LLP relating

to the legality of the issuance and sale of the Common Stock in the Offering is attached as Exhibit 5.1 to this Current Report on Form 8-K.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit

No.

Document

1.1

Underwriting Agreement, dated April 27, 2026, by and among the Company and Leerink Partners LLC, TD Securities (USA) LLC and Guggenheim Securities, LLC

5.1

Opinion of Goodwin Procter LLP

23.1

Consent of Goodwin Procter LLP (included in Exhibit 5.1)

104

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

SIGNATURE

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

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

Sagimet Biosciences Inc.

Date: April 28, 2026

By:

/s/ David Happel

David Happel

Chief Executive Officer

EX-1.1 — EXHIBIT 1.1

EX-1.1

Filename: tm2612794d2_ex1-1.htm · Sequence: 2

Exhibit 1.1

Sagimet Biosciences Inc.

Series A Common Stock, par value $0.0001 per share

Underwriting Agreement

April 27, 2026

Leerink Partners LLC

TD Securities (USA) LLC

Guggenheim Securities, LLC

As representatives (the “Representatives”) of

the several Underwriters

named in Schedule I hereto,

c/o Leerink Partners LLC

53 State Street, 40th Floor

Boston, Massachusetts 02109

c/o TD Securities (USA) LLC

1 Vanderbilt Avenue

New York, New York 10017

c/o Guggenheim Securities, LLC

330 Madison Avenue

New York, New York 10017

Ladies and Gentlemen:

Sagimet Biosciences Inc.,

a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated in this agreement (this “Agreement”)

and in the manner contemplated by this Agreement, to issue and sell to the several Underwriters named in Schedule I hereto (the “Underwriters”)

an aggregate of 29,166,700 shares (the “Shares”) of Series A common stock, par value $0.0001 per share (“Stock”),

of the Company.

1.        The

Company represents and warrants to, and agrees with, each of the Underwriters that:

(a)      A registration

statement on Form S-3 (File No. 333-281582) (the “Initial Registration Statement”) in respect of the Shares has been

filed with the Securities and Exchange Commission (the “Commission”); the Initial Registration Statement and any

post-effective amendment thereto, each in the form heretofore delivered to the Representatives, have been declared effective by the

Commission in such form; other than a registration statement, if any, increasing the size of the offering (a “Rule 462(b)

Registration Statement”), filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended (the “Act”),

which became effective upon filing, no other document with respect to the Initial Registration Statement or document incorporated by

reference therein has been filed, or transmitted for filing, with the Commission (other than prospectuses filed pursuant to Rule

424(b) of the rules and regulations of the Commission under the Act, each in the form heretofore delivered to the Representatives);

and no stop order suspending the effectiveness of the Initial Registration Statement, any post-effective amendment thereto or any

part thereof or the Rule 462(b) Registration Statement, if any, has been issued and no proceeding for that purpose or pursuant to

Section 8A of the Act has been initiated or, to the Company’s knowledge, threatened by the Commission (the base prospectus

filed as part of the Initial Registration Statement, in the form in which it has most recently been filed with the Commission on or

prior to the date of this Agreement relating to the Shares, is hereinafter called the “Basic Prospectus”); any

preliminary prospectus (including any preliminary prospectus supplement) relating to the Shares filed with the Commission pursuant

to Rule 424(b) under the Act is hereinafter called a “Preliminary Prospectus”; the various parts of the Initial

Registration Statement and the Rule 462(b) Registration Statement, if any, including all exhibits thereto and including any

prospectus supplement relating to the Shares that is filed with the Commission and deemed by virtue of Rule 430B under the Act to be

part of the Initial Registration Statement, each as amended at the time such part of the Initial Registration Statement became

effective or such part of the Rule 462(b) Registration Statement, if any, became or hereafter becomes effective, are hereinafter

collectively called the “Registration Statement”; the Basic Prospectus, as amended and supplemented immediately prior to

the Applicable Time (as defined in Section 1(c) hereof) is hereinafter called the “Pricing Prospectus”; the form of the

final prospectus relating to the Shares filed with the Commission pursuant to Rule 424(b) under the Act in accordance with Section

5(a) hereof is hereinafter called the “Prospectus”; any oral or written communication with potential investors

undertaken in reliance on Section 5(d) of the Act or Rule 163B under the Act is hereinafter called a “Testing-the-Waters

Communication”; any Testing-the-Waters Communication that is a written communication within the meaning of Rule 405 under the

Act is hereinafter called a “Written Testing-the-Waters Communication”; any reference herein to the Basic Prospectus,

the Pricing Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents

incorporated by reference therein pursuant to Item 12 of Form S-3, as of the date of such prospectus; any reference to any amendment

or supplement to the Basic Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any

post-effective amendment to the Registration Statement, any prospectus supplement relating to the Shares filed with the Commission

pursuant to Rule 424(b) under the Act and any documents filed under the Securities Exchange Act of 1934, as amended (the

“Exchange Act”), and incorporated therein, in each case after the date of the Basic Prospectus, such Preliminary

Prospectus or the Prospectus, as the case may be; any reference to any amendment to the Registration Statement shall be deemed to

refer to and include any annual report of the Company filed pursuant to Section 13(a) or 15(d) of the Exchange Act after the

effective date of the Registration Statement that is incorporated by reference in the Registration Statement; any “issuer free

writing prospectus” as defined in Rule 433 under the Act relating to the Shares is hereinafter called an “Issuer Free

Writing Prospectus”;

(b)     (i) No order preventing

or suspending the use of any Preliminary Prospectus or any Issuer Free Writing Prospectus has been issued by the Commission, and (ii)

each Preliminary Prospectus, at the time of filing thereof, conformed in all material respects to the requirements of the Act and the

rules and regulations of the Commission thereunder, and did not contain an untrue statement of a material fact or omit to state a material

fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were

made, not misleading; provided, however, that this representation and warranty shall not apply to any statements or omissions made in

reliance upon and in conformity with the Underwriter Information (as defined in Section 9(b) of this Agreement);

this Agreement, the “Applicable Time” is 7:05 a.m. Eastern time on the date of this Agreement. The Pricing Prospectus,

as supplemented by the information listed on Schedule II(c) hereto, taken together (collectively, the “Pricing Disclosure

Package”), as of the Applicable Time, did not, and as of the Time of Delivery (as defined in Section 4(a) of this Agreement)

will not, include any untrue statement of a material fact or omit to state any material fact necessary in order to make the

statements therein, in the light of the circumstances under which they were made, not misleading; and each Issuer Free Writing

Prospectus and each Written Testing-the-Waters Communication does not conflict with the information contained in the Registration

Statement, the Pricing Disclosure Package or the Prospectus and each Issuer Free Writing Prospectus, and each Written

Testing-the-Waters Communication, as supplemented by and taken together with the Pricing Disclosure Package, as of the Applicable

Time, did not, and as of the Time of Delivery will not, include any untrue statement of a material fact or omit to state any

material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not

misleading; provided, however, that this representation and warranty shall not apply to any statements or omissions made in reliance

upon and in conformity with the Underwriter Information;

(d)      The documents incorporated

by reference in the Pricing Disclosure Package and the Prospectus, when they became effective or were filed with the Commission, as the

case may be, conformed in all material respects to the requirements of the Act or the Exchange Act, as applicable, and the rules and regulations

of the Commission thereunder, and none of such documents contained an untrue statement of a material fact or omitted to state a material

fact required to be stated therein or necessary to make the statements therein not misleading; any further documents so filed and incorporated

by reference in the Pricing Disclosure Package and the Prospectus or any further amendment or supplement thereto, when such documents

become effective or are filed with the Commission, as the case may be, will conform in all material respects to the requirements of the

Act or the Exchange Act, as applicable, and the rules and regulations of the Commission thereunder and will not contain an untrue statement

of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading;

provided, however, that this representation and warranty shall not apply to any statements or omissions made in reliance upon and in conformity

with the Underwriter Information; and no such documents were filed with the Commission since the Commission’s close of business

on the business day immediately prior to the date of this Agreement and prior to the execution of this Agreement, except as set forth

on Schedule II(b) hereto;

(e)      The Registration Statement,

at the time it was declared effective, conformed, and the Prospectus and any further amendments or supplements to the Registration Statement

and the Prospectus, on their respective filing dates, will conform, in all material respects to the requirements of the Act and the rules

and regulations of the Commission thereunder and do not and will not, as of the applicable effective date as to each part of the Registration

Statement, as of the applicable filing date as to the Prospectus and any amendment or supplement thereto, and as of the Time of Delivery,

contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the

statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that this representation

and warranty shall not apply to any statements or omissions made in reliance upon and in conformity with the Underwriter Information;

(f)       The

Company has not, since the date of the latest audited financial statements included or incorporated by reference in the Pricing

Disclosure Package and the Prospectus, (i) sustained any material loss or interference with its business from fire, explosion, flood

or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree

or (ii) entered into any transaction or agreement (whether or not in the ordinary course of business) that is material to the

Company or incurred any liability or obligation, direct or contingent, that is material to the Company, in each case otherwise than

as set forth or contemplated in the Pricing Disclosure Package and the Prospectus; and, since the respective dates as of which

information is given in the Registration Statement and the Pricing Disclosure Package and Prospectus, there has not been (x) any

change in the capital stock (other than as a result of (i) the exercise, if any, of stock options or the award, if any, of stock

options or restricted stock in the ordinary course of business pursuant to the Company’s equity plans that are described in

the Pricing Disclosure Package and the Prospectus or (ii) the issuance, if any, of stock upon conversion of Company securities as

described in the Pricing Disclosure Package and the Prospectus) or long-term or short-term debt of the Company or (y) any Material

Adverse Effect (as defined below); as used in this Agreement, “Material Adverse Effect” shall mean a material adverse

change or effect, or any development involving a prospective material adverse change or effect, in or affecting (i) the business,

properties, general affairs, management, financial position, stockholders’ equity, prospects or results of operations of the

Company or (ii) the ability of the Company to perform its obligations under this Agreement, including the issuance and sale of the

Shares, or to consummate the transactions contemplated in the Pricing Disclosure Package and the Prospectus;

(g)     The Company has good and

marketable title in fee simple to all real property and good and marketable title to all personal property owned by it, in each case free

and clear of all liens, encumbrances and defects except such as do not materially affect the value of such property and do not interfere

with the use made and proposed to be made of such property by the Company; and any real property and buildings held under lease by the

Company is held by the Company under valid, subsisting and enforceable leases with such exceptions as are not material and do not materially

interfere with the use made and proposed to be made of such property and buildings by the Company;

(h)      The Company has been (i)

duly organized and is validly existing and in good standing under the laws of its jurisdiction of organization, with power and authority

(corporate and other) to own its properties and conduct its business as described in the Pricing Disclosure Package and the Prospectus,

and (ii) duly qualified as a foreign corporation for the transaction of business and is in good standing (where such concept exists) under

the laws of each other jurisdiction in which it owns or leases properties or conducts any business so as to require such qualification,

except, in the case of this clause (ii), where the failure to be so qualified or in good standing would not, individually or in the aggregate,

reasonably be expected to have a Material Adverse Effect;

(i)       The Company has no subsidiaries;

(j)       The

Company has an authorized capitalization as set forth in the Pricing Disclosure Package and the Prospectus and all of the issued

shares of capital stock of the Company have been duly and validly authorized and issued and are fully paid and non-assessable and

conform, in all material respects, to the description of the Stock contained in the Pricing Disclosure Package and the

Prospectus;

(k)      The Shares to be issued

and sold by the Company to the Underwriters hereunder have been duly and validly authorized and, when issued and delivered against payment

therefor as provided herein, will be duly and validly issued and fully paid and non-assessable and will conform, in all material respects,

to the description of the Stock contained in the Pricing Disclosure Package and the Prospectus; and the issuance of the Shares is not

subject to any preemptive or similar rights, except as have been duly and validly waived;

(l)       The

issue and sale of the Shares and the compliance by the Company with this Agreement and the consummation of the transactions

contemplated in this Agreement and the Pricing Disclosure Package and the Prospectus will not conflict with or result in a breach or

violation of any of the terms or provisions of, or constitute a default under, (A) any indenture, mortgage, deed of trust, loan

agreement or other agreement or instrument to which the Company is a party or by which the Company is bound or to which any of the

property or assets of the Company is subject, except, in the case of this clause (A) for such defaults, breaches, or violations that

would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect, (B) the certificate of

incorporation or by-laws of the Company, or (C) any statute or any judgment, order, rule or regulation of any court or governmental

agency or body having jurisdiction over the Company or any of its properties except, in the case of this clause (C) for such

violations that would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect; and no

consent, approval, authorization, order, registration or qualification of or with any such court or governmental agency or body is

required for the issue and sale of the Shares or the consummation by the Company of the transactions contemplated by this Agreement,

except such as have been obtained under the Act, the approval by the Financial Industry Regulatory Authority (“FINRA”)

of the underwriting terms and arrangements, and such consents, approvals, authorizations, registrations or qualifications as may be

required under state securities or Blue Sky laws in connection with the purchase and distribution of the Shares by the

Underwriters;

(m)     The Company is not (i)

in violation of its certificate of incorporation or by-laws, (ii) in violation of any statute or any judgment, order, rule or regulation

of any court or governmental agency or body having jurisdiction over the Company or any of its properties, or (iii) in default in the

performance or observance of any obligation, agreement, covenant or condition contained in any indenture, mortgage, deed of trust, loan

agreement, lease or other agreement or instrument to which it is a party or by which it or any of its properties may be bound, except,

in the case of the foregoing clauses (ii) and (iii), for such violations or defaults as would not, individually or in the aggregate, reasonably

be expected to have a Material Adverse Effect;

(n)      The statements set forth

or incorporated by reference in the Pricing Disclosure Package and the Prospectus under the captions “Description of Capital Stock,”

insofar as they purport to constitute a summary of the terms of the Stock, under the caption “Material U.S. Federal Income Tax Consequences

for Non-U.S. Holders” and under the caption “Underwriting,” insofar as they purport to describe the provisions of the

laws and documents referred to therein, are accurate, complete and fair in all material respects;

(o)      Other than as set forth

in the Pricing Disclosure Package and the Prospectus, there are no legal, governmental or regulatory investigations, actions, demands,

claims, suits, arbitrations, inquiries or proceedings (“Actions”) pending to which the Company or, to the Company's knowledge,

any officer or director of the Company, is a party or of which any property of the Company or, to the Company's knowledge, any officer

or director of the Company, is the subject which, if determined adversely to the Company (or such officer or director), would individually

or in the aggregate have a Material Adverse Effect; and, to the Company's knowledge, no such proceedings are threatened or contemplated

by governmental authorities or others; there are no current or pending Actions that are required under the Act to be described in the

Registration Statement or the Pricing Disclosure Package and the Prospectus that are not so described therein; and there are no statutes,

regulations or contracts or other documents that are required under the Act to be filed as exhibits to the Registration Statement or described

in the Registration Statement, the Pricing Disclosure Package and the Prospectus that are not so filed as exhibits to the Registration

Statement or described in the Registration Statement, the Pricing Disclosure Package and the Prospectus;

(p)      The Company is not and,

after giving effect to the offering and sale of the Shares and the application of the proceeds thereof as described in the Pricing Disclosure

Package and the Prospectus, will not be an “investment company”, as such term is defined in the Investment Company Act of

1940, as amended (the “Investment Company Act”);

(q)      At the time of filing

the Initial Registration Statement and any post-effective amendment thereto, at the earliest time thereafter that the Company or any offering

participant made a bona fide offer (within the meaning of Rule 164(h)(2) under the Act) of the Shares, and at the date hereof, the Company

was not and is not an “ineligible issuer,” as defined under Rule 405 under the Act;

(r)      Deloitte & Touche

LLP and KPMG LLP, who have certified certain financial statements of the Company, are independent public accountants as required by the

Act and the rules and regulations of the Commission thereunder;

(s)      The

Company maintains a system of internal control over financial reporting (as such term is defined in Rule 13a-15(f) under the

Securities Exchange Act of 1934, as amended (the “Exchange Act”)) that (i) complies with the requirements of the

Exchange Act, (ii) has been designed by the Company’s principal executive officer and principal financial officer, or under

their supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial

statements for external purposes in accordance with generally accepted accounting principles, and (iii) is designed to provide

reasonable assurance that (A) transactions are executed in accordance with management’s general or specific authorization, (B)

transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted

accounting principles and to maintain accountability for assets, (C) access to assets is permitted only in accordance with

management’s general or specific authorization, (D) the recorded accountability for assets is compared with the existing

assets at reasonable intervals and appropriate action is taken with respect to any differences, and (E) the interactive data in

eXtensible Business Reporting Language (“XBRL”), if any, included or incorporated by reference in the Registration

Statement is accurate to the extent required and the Company is not aware of any material weaknesses in its internal control over

financial reporting;

(t)       Since the date of the

latest audited financial statements included or incorporated by reference in the Pricing Disclosure Package and the Prospectus, there

has been no change in the Company’s internal control over financial reporting that has materially and adversely affected, or is

reasonably likely to materially and adversely affect, the Company’s internal control over financial reporting;

(u)      The Company maintains

disclosure controls and procedures (as such term is defined in Rule 13a-15(e) under the Exchange Act) that comply with the requirements

of the Exchange Act; such disclosure controls and procedures have been designed to ensure that material information relating to the Company

is made known to the Company’s principal executive officer and principal financial officer by others within the Company; and such

disclosure controls and procedures are effective in all material respects;

(v)      This Agreement has been duly authorized, executed and delivered by the Company;

(w)     Neither the Company, nor any director, officer or employee of the Company nor to the knowledge of the Company, any director, officer

or employee, agent, affiliate or other person associated with or acting on behalf of the Company has (i) made, offered, promised or

authorized any unlawful contribution, gift, entertainment or other unlawful expense (or taken any act in furtherance thereof); (ii)

made, offered, promised or authorized any direct or indirect unlawful payment; or (iii) violated or is in violation of any provision

of the Foreign Corrupt Practices Act of 1977, as amended, or the rules and regulations thereunder, the Bribery Act 2010 of the

United Kingdom or any other applicable anti-corruption, anti-bribery or related law, statute or regulation (collectively,

“Anti-Corruption Laws”); the Company has conducted its business in compliance with Anti-Corruption Laws and have

instituted and maintained and will continue to maintain policies and procedures reasonably designed to promote and achieve

compliance with such laws and with the representations and warranties contained herein; the Company will not use, directly or

indirectly, the proceeds of the offering in furtherance of an offer, payment, promise to pay, or authorization of the payment or

giving of money, or anything else of value, to any person in violation of Anti-Corruption Laws;

(x)       The

operations of the Company are and have been conducted at all times in compliance with the requirements of applicable anti-money

laundering laws, including, but not limited to, the Bank Secrecy Act of 1970, as amended by the USA PATRIOT ACT of 2001, and the

rules and regulations promulgated thereunder, and the anti-money laundering laws of the various jurisdictions in which the Company

conducts business, the rules and regulations thereunder and any related or similar rules, regulation or guidelines issued,

administered or enforced by any governmental agency (collectively, the “Money Laundering Laws”) and no action, suit or

proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company with respect to

the Money Laundering Laws is pending or, to the knowledge of the Company, threatened;

(y)      Neither the Company, nor

any director, officer or employee of the Company nor, to the knowledge of the Company, any agent, affiliate or other person associated

with or acting on behalf of the Company is (i) currently the subject or the target of any sanctions administered or enforced by the U.S.

Government, including, without limitation, the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”),

or the U.S. Department of State and including, without limitation, the designation as a “specially designated national” or

“blocked person,” the European Union, His Majesty’s Treasury, the United Nations Security Council, or other relevant

sanctions authority (collectively, “Sanctions”), (ii) located, organized, or resident in a country or territory that is the

subject or target of Sanctions (a “Sanctioned Jurisdiction”), and the Company will not directly or indirectly use the proceeds

of the offering of the Shares hereunder, or lend, contribute or otherwise make available such proceeds to any joint venture partner or

other person or entity (i) to fund or facilitate any activities of or business with any person, or in any country or territory, that,

at the time of such funding, is the subject or the target of Sanctions or (ii) in any other manner that will result in a violation by

any person (including any person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of Sanctions;

the Company is not engaged in, nor has, at any time in the past five years, engaged in, any dealings or transactions with or involving

any individual or entity that was or is, as applicable, at the time of such dealing or transaction, the subject or target of Sanctions

or with any Sanctioned Jurisdiction; the Company has instituted, and maintains, policies and procedures designed to promote and achieve

continued compliance with Sanctions;

(z)      The Company is not a “covered

foreign person,” as that term is defined in 31 C.F.R. § 850.209. The Company does not currently engage, or have plans to engage,

directly or indirectly, in a “covered activity,” as that term is defined in 31 C.F.R. § 850.208 (“Covered Activity”).

The Company does not have any joint ventures that engages in or plans to engage in any Covered Activity. The Company also does not, directly

or indirectly, hold a board seat on, have a voting or equity interest in, or have any contractual power to direct or cause the direction

of the management or policies of any person or persons that engages or plans to engage in any Covered Activity.

(aa)    The financial statements

included or incorporated by reference in the Registration Statement, the Pricing Disclosure Package and the Prospectus, together with

the related notes, present fairly, in all material respects, the financial position of the Company at the dates indicated and the statement

of operations, stockholders’ equity and cash flows of the Company for the periods specified; said financial statements have been

prepared in conformity with U.S. generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout

the periods involved. The summary financial information included or incorporated by reference in the Registration Statement, the Pricing

Disclosure Package and the Prospectus present fairly, in all material respects, the information shown therein and have been compiled on

a basis consistent with that of the audited financial statements included or incorporated by reference therein. Except as included therein,

no historical or pro forma financial statements or supporting schedules are required to be included or incorporated by reference in the

Registration Statement, the Pricing Disclosure Package or the Prospectus under the Act or the rules and regulations promulgated thereunder;

(bb)    From the time of filing

of the initial registration statement for its initial public offering through the date hereof, the Company has been and is an “emerging

growth company” as defined in Section 2(a)(19) of the Act (an “Emerging Growth Company”);

(cc)    There are no persons

with registration rights or other similar rights to have any securities registered pursuant to the Registration Statement or otherwise

registered by the Company under the Act except as have been validly waived or complied with in connection with the offering of the Shares;

(dd)   No labor disturbance

by or dispute with current or former employees or officers of the Company exists or, to the Company’s knowledge, is contemplated

or threatened, and the Company is not aware of any existing or imminent labor disturbance by, or dispute with, the employees of any of

the Company’s principal suppliers, manufacturers or contractors, which in either case would reasonably be expected to result in

a Material Adverse Effect. The Company is not a party to any collective bargaining agreement;

(ee)    The Company has insurance

covering its properties, operations, personnel and business, including business interruption insurance, which insurance is in amounts

and insures against such losses and risks, that in the Company’s reasonable judgment, are reasonable and ordinary and customary

for comparable companies in the same or similar businesses; and the Company has not (i) received notice from any insurer or agent of such

insurer that capital improvements or other expenditures are required or necessary to be made in order to continue such insurance or (ii)

any reason to believe that it will not be able to renew its existing insurance coverage as and when such coverage expires or to obtain

similar coverage at reasonable cost from similar insurers as may be necessary to continue its business;

(ff)      Except

as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the Company: (i) has operated and

currently operates its business in compliance in all material respects with all applicable provisions of the Health Care Laws (as

defined below) and any other applicable requirements of the Food and Drug Administration (“FDA”), the Department of

Health and Human Services and any comparable foreign or other regulatory authority to which it is subject (collectively, the

“Applicable Regulatory Authorities”) relating to the ownership, testing, development, manufacture, packaging,

processing, use, distribution, storage, import, export or disposal of any of the Company’s product candidates; (ii) has not

received any FDA Form 483, written notice of adverse finding, warning letter, untitled letter or other correspondence or written

notice from any court or arbitrator or Applicable Regulatory Authority alleging or asserting material non-compliance with (A) any

applicable Health Care Laws or (B) or any material licenses, certificates, approvals, clearances, exemptions, registrations,

authorizations, permits and supplements or amendments thereto required by any such applicable Health Care Laws (“Regulatory

Authorizations”); (iii) possesses all material Regulatory Authorizations required to conduct its business as currently

conducted and such Regulatory Authorizations are valid and in full force and effect and the Company is not in violation, in any

material respect, of any term of any such Regulatory Authorizations; (iv) has not received written notice of any claim, action,

suit, proceeding, hearing, enforcement, investigation, arbitration or other action from any Applicable Regulatory Authorities

alleging that any Company product candidate, operation or activity is in material violation of any applicable Health Care Laws or

Regulatory Authorizations and has no knowledge that any Applicable Regulatory Authority or any other third party is considering any

such claim, litigation, arbitration, action, suit, investigation or proceeding; (v) has not received written notice that any

Applicable Regulatory Authority has taken, is taking or intends to take action to limit, suspend, modify or revoke any material

Regulatory Authorizations and has no knowledge that any Applicable Regulatory Authority is considering such action; (vi) has filed,

obtained, maintained or submitted all material reports, documents, forms, notices, applications, records, claims, submissions and

supplements or amendments as required by any applicable Health Care Laws or Regulatory Authorizations and all such reports,

documents, forms, notices, applications, records, claims, submissions and supplements or amendments were materially complete and

correct on the date filed (or were materially corrected or supplemented by a subsequent submission); (vii) is not a party to or does

not have any ongoing reporting obligations pursuant to any corporate integrity agreements, deferred or non-prosecution agreements,

monitoring agreements, consent decrees, settlement orders, plans of correction or similar agreements with or imposed by any

Applicable Regulatory Authority; and (viii) along with its employees, officers and directors, and, to the Company’s knowledge,

agents, has not been excluded, suspended or debarred from participation in any government health care program or human clinical

research or, to the knowledge of the Company, is not subject to a governmental inquiry, investigation, proceeding, or other similar

action that could reasonably be expected to result in debarment, suspension, or exclusion. The term “Health Care Laws”

means Title XVIII of the Social Security Act, 42 U.S.C. §§ 1395-1395mmm (the Medicare statute); Title XIX of the Social

Security Act, 42 U.S.C. §§ 1396-1396w-8 (the Medicaid statute); the Federal Anti-Kickback Statute, 42 U.S.C. §

1320a-7b(b); the civil False Claims Act, 31 U.S.C. §§ 3729 et seq.; the criminal False Claims Act 42 U.S.C. 1320a-7b(a);

any criminal laws relating to health care fraud and abuse, including but not limited to 18 U.S.C. Sections 286 and 287, and the

health care fraud criminal provisions under the Health Insurance Portability and Accountability Act of 1996, 42 U.S.C. §§

1320d et seq., (“HIPAA”); the Civil Monetary Penalties Law, 42 U.S.C. §§ 1320a-7a; the Physician Payments

Sunshine Act, 42 U.S.C. § 1320a-7h; the Exclusion Law, 42 U.S.C. § 1320a-7; HIPAA, as amended by the Health Information

Technology for Economic and Clinical Health Act, 42 U.S.C. §§ 17921 et seq.; the Federal Food, Drug, and Cosmetic Act, 21

U.S.C. §§ 301 et seq.; the regulations promulgated pursuant to such laws; and any comparable foreign, federal, state and

local laws and regulations;

(gg)   The Company possesses,

and is in compliance with the terms of, all applications, certificates, approvals, clearances, registrations, exemptions, franchises,

licenses, permits, consents and other authorizations necessary to conduct its business in the manner described in the Registration Statement,

the Pricing Disclosure Package and the Prospectus (collectively, “Licenses”), issued by the appropriate governmental agency

or body, except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. All Licenses

are in full force and effect and the Company is not in violation of any term or conditions of any License, except as would not, individually

or in the aggregate, reasonably be expected to have a Material Adverse Effect. The Company has fulfilled and performed all of its material

obligations with respect to the Licenses and, to the Company’s knowledge, no event has occurred which allows, or after notice or

lapse of time would allow, revocation or termination thereof or results in any other impairment of the rights of the holder of any License,

which, in any such case, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect. The Company

has not received any written notice of proceedings relating to the revocation or material modification of any Licenses and no governmental

agency or body has taken any action to limit, suspend or revoke any License possessed by the Company;

(hh)   The preclinical tests

and clinical trials, and other studies (collectively, “studies”) being conducted by or on behalf of the Company, that are

described in, or the results of which are referred to in, the Registration Statement, the Pricing Disclosure Package or the Prospectus

were and, if still pending, are being conducted in all material respects in accordance with all applicable laws and regulations, including,

without limitation, the Federal Food, Drug and Cosmetic Act and its implementing regulations at 21 C.F.R. Parts 50, 54, 56, 58 and 312,

with the protocols, procedures and controls designed and approved for such studies and with standard medical and scientific research procedures;

each description of the results of such studies is accurate and complete in all material respects and fairly presents the data derived

from such studies, and the Company has no knowledge of any other studies, the results of which reasonably call into question the results

described or referred to in the Registration Statement, the Pricing Disclosure Package or the Prospectus; to the Company’s knowledge,

Ascletis Bioscience Co. Ltd., or any third party conducting clinical trials of Company’s product candidates, is and has conducted

such trials in material compliance with all applicable laws, regulations and protocols and to the Company’s knowledge each description

of the results of such trials in the Registration Statement, the Pricing Disclosure Package or the Prospectus is accurate and complete

in all material respects and fairly presents the data derived from such trials, and the Company has no knowledge of any other studies,

the results of which reasonably call into question the results of such trials described or referred to in the Registration Statement,

the Pricing Disclosure Package or the Prospectus; the Company has not received any written notice of, or correspondence from, any Applicable

Regulatory Authority requiring the termination, suspension or material modification of any clinical trials currently being conducted or

proposed to be conducted by or for the Company, that are described or referred to in the Registration Statement, the Pricing Disclosure

Package or the Prospectus;.

(ii)     To the Company’s

knowledge, the manufacturing facilities and operations of its suppliers with respect to the Company’s product candidates are operated

in compliance in all material respects with all applicable statutes, rules, regulations and policies of the Applicable Regulatory Authorities;

(jj)     The Company owns or possesses

all pending patent applications and issued patent rights, licenses, inventions, copyrights, know-how (including trade secrets and other

unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names,

or other intellectual property (collectively, “Intellectual Property”) necessary for or used in the conduct, or the proposed

conduct, of the business of the Company as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus.

All employees or contractors engaged in the development of any Intellectual Property on behalf of the Company have executed an invention

assignment agreement whereby such employees or contractors presently assign all of their rights, title and interest in and to such Intellectual

Property to the Company, and to the Company's knowledge no such agreement has been breached or violated. The Company has not received

any notice or is otherwise aware of any infringement, misappropriation, or violation of, or conflict with asserted rights of others with

respect to any Intellectual Property or of any facts or circumstances that would render any Intellectual Property invalid, unenforceable,

or otherwise inadequate to protect the interest of the Company therein. All Intellectual Property owned by the Company and registered

with any governmental agency or body has been duly maintained in all material respects in accordance with applicable law, including submission

of all necessary filings and payment of fees in accordance with the legal and administrative requirements of the appropriate jurisdictions.

The Company has not received any notice that any issued patents within the Intellectual Property are invalid or unenforceable, and is

not otherwise aware of any facts or circumstances that would render any issued patents within the Intellectual Property invalid or unenforceable.

The Company uses, or has used, commercially reasonable efforts to appropriately maintain all information intended to be maintained as

a trade secret. Moreover, all material technical information developed by and belonging to the Company that has not been disclosed in

a patent application has been kept confidential and, to the Company’s knowledge, there is no infringement or misappropriation by

third parties of any Intellectual Property. All employees or contractors engaged in the development of any material trade secrets on behalf

of the Company have executed a confidentiality agreement with the Company;

(kk)   The Company’s information

technology assets and equipment, computers, systems, networks, hardware, software, websites, applications, and databases (collectively,

“IT Systems”) are adequate for, and operate and perform in all material respects as required in connection with the operation

of the business of the Company as currently conducted, and are, to the Company’s knowledge, free and clear of all material bugs,

errors, defects, Trojan horses, time bombs, malware and other corruptants; the Company has implemented and maintained reasonable controls,

policies, procedures, and safeguards to maintain and protect its material confidential information and the integrity, continuous operation,

redundancy and security of all IT Systems and data (including all personal, personally identifiable, sensitive, confidential or regulated

data (“Personal Data”)) used in connection with its business, and there have been no breaches, violations, outages or, to

the Company’s knowledge, unauthorized uses of or accesses to same, except for those that have been remedied without material cost

or liability or the duty to notify any other person, nor any incidents under internal review or investigations relating to the same; the

Company is presently in compliance in all material respects with all applicable laws or statutes and all judgments, orders, rules and

regulations of any court or arbitrator or governmental or regulatory authority, internal policies and contractual obligations relating

to the privacy and security of IT Systems and Personal Data and to the protection of such IT Systems and Personal Data from unauthorized

use, access, misappropriation or modification;

(ll)      Nothing

has come to the attention of the Company that has caused the Company to believe that the statistical and market-related data

included or incorporated by reference in each of the Registration Statement, the Pricing Disclosure Package and the Prospectus is

not based on or derived from sources that are reliable and accurate in all material respects;

(mm)  All United States federal

income tax returns of the Company required by law to be filed have been filed and all taxes shown as due on such returns or that otherwise

have been assessed, which are due and payable, have been paid, except assessments against which appeals have been or will be promptly

taken and as to which adequate reserves have been provided, or as would not reasonably be expected to have a Material Adverse Effect.

The Company has filed all other material tax returns that are required to have been filed by them pursuant to applicable foreign, state,

local or other law except insofar as the failure to file such returns would not reasonably be expected to result in a Material Adverse

Effect, and has paid all taxes due pursuant to such returns or pursuant to any assessment received by the Company, except for such taxes,

if any, as are being contested in good faith and as to which adequate reserves have been provided, or as would not reasonably be expected

to have a Material Adverse Effect. The charges, accruals and reserves on the books of the Company in respect of any income tax liability

for any years not finally determined are adequate to meet any assessments or re-assessments for additional income tax for any years not

finally determined, except to the extent of any inadequacy that would not be material. No material tax deficiency has been determined

adversely to the Company, nor does the Company have any written notice or knowledge of any material tax deficiency which could reasonably

be expected to be determined adversely to the Company;

(nn)   Neither the Company nor any of its controlled affiliates has taken or will take, directly or indirectly, any action designed to or that

could reasonably be expected to cause or result in the stabilization or manipulation of the price of any security of the Company in connection

with the offering of the Shares;

(oo)   The

Company is not a party to any contract, agreement or understanding with any person (other than this Agreement) that would give rise to

a valid claim against the Company or any Underwriter for a brokerage commission, finder’s fee or like payment in connection with

the offering and sale of the Shares;

(pp)   No relationship, direct

or indirect, exists between or among the Company, on the one hand, and the directors, officers, stockholders, customers or suppliers of

the Company, on the other, that is required by the Act to be described in the Registration Statement and the Prospectus and that is not

so described in such documents and in the Registration Statement, the Pricing Disclosure Package and the Prospectus;

(qq)   There is and has been

no failure on the part of the Company or any of the Company’s directors or officers, in their capacities as such, to comply with

any applicable provision of the Sarbanes-Oxley Act of 2002, as amended and the rules and regulations promulgated in connection therewith,

including Section 402 related to loans and Sections 302 and 906 related to certifications;

(rr)     The Company has no debt securities or preferred stock rated by any “nationally recognized statistical rating organization,”

as defined in Section 3(a)(62) of the Exchange Act; and

(ss)    The

interactive data in XBRL, if any, included or incorporated by reference in the Pricing Disclosure Package and the Prospectus fairly presents

the information called for in all material respects and has been prepared in accordance with the Commission’s rules and guidelines

applicable thereto to the extent required.

2.       Subject to the terms and conditions herein

set forth, the Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters agrees, severally and not

jointly, to purchase from the Company, at a purchase price per share of $5.64, the number of Shares set forth opposite the name of

such Underwriter in Schedule I hereto.

3.       Upon the authorization

by the Representatives of the release of the Shares, the several Underwriters propose to offer the Shares for sale upon the terms and

conditions set forth in the Pricing Disclosure Package and the Prospectus.

4.       (a) The Shares to be purchased

by each Underwriter hereunder, in definitive or book-entry form, and in such authorized denominations and registered in such names as

the Representatives may request upon at least twenty-four hours’ prior notice to the Company shall be delivered by or on behalf

of the Company to the Representatives, through the facilities of the Depository Trust Company (“DTC”), for the account of

such Underwriter, against payment by or on behalf of such Underwriter of the purchase price therefor by wire transfer of Federal (same-day)

funds to the account specified by the Company to the Representatives at least twenty-four hours in advance. The time and date of such

delivery and payment shall be, with respect to the Shares, 9:30 a.m., New York City time, on April 28, 2026 or such other time and date

as the Representatives and the Company may agree upon in writing. Such time and date for delivery of the Shares is herein called the “Time

of Delivery”.

(b)     The documents to be delivered

at the Time of Delivery by or on behalf of the parties hereto pursuant to Section 8 hereof, including the cross receipt for the Shares

and any additional documents requested by the Underwriters pursuant to Section 8(m) hereof, will be delivered at the offices of Cooley

LLP, 3 Embarcadero Center, 20th Floor, San Francisco, CA 94111-4004 (the “Closing Location”), and the Shares will be delivered

at the Designated Office, all at the Time of Delivery. A meeting will be held at the Closing Location at 5:00 p.m., New York City time,

on the New York Business Day next preceding the Time of Delivery, at which meeting the final drafts of the documents to be delivered pursuant

to the preceding sentence will be available for review by the parties hereto. For the purposes of this Section 4, “New York Business

Day” shall mean each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which banking institutions in New York

City are generally authorized or obligated by law or executive order to close.

5.       The

Company agrees with each of the Underwriters:

(a)

To prepare the Prospectus in a form approved by you and to file such Prospectus pursuant to Rule 424(b) under the Act prior to the

earlier of (i) the Time of Delivery and (ii) the Commission’s close of business on the second business day following the

execution and delivery of this Agreement, or such earlier time as may be required under the Act; to make no further amendment or any

supplement to the Registration Statement, the Basic Prospectus or the Prospectus prior to the Time of Delivery which shall be

disapproved by you promptly after reasonable notice thereof; to advise you, promptly after it receives notice thereof, of the time

when any amendment to the Registration Statement has been filed or becomes effective or any amendment or supplement to the

Prospectus has been filed and to furnish you with copies thereof; to file promptly all material required to be filed by the Company

with the Commission pursuant to Rule 433(d) under the Act; to file promptly all reports and any definitive proxy or information

statements required to be filed by the Company with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act

subsequent to the date of the Prospectus and for so long as the delivery of a prospectus (or in lieu thereof, the notice referred to

in Rule 173(a) under the Act) is required in connection with the offering or sale of the Shares; to advise you, promptly after it

receives notice thereof, of the issuance by the Commission of any stop order or of any order preventing or suspending the use of any

Preliminary Prospectus or other prospectus in respect of the Shares, of the suspension of the qualification of the Shares for

offering or sale in any jurisdiction, of the initiation or threatening of any proceeding for any such purpose or pursuant to Section

8A of the Act, or of any request by the Commission for the amending or supplementing of the Registration Statement or the Prospectus

or for additional information; and, in the event of the issuance of any stop order or of any order preventing or suspending the use

of any Preliminary Prospectus or other prospectus relating to the Shares or suspending any such qualification, to promptly use its

best efforts to obtain the withdrawal of such order;

(b)      If by the third anniversary

(the “Renewal Deadline”) of the initial effective date of the Initial Registration Statement, any of the Shares remain unsold

by the Underwriters, the Company will file, if it has not already done so and is eligible to do so, a new shelf registration statement

relating to the Shares, in a form satisfactory to you and will use its best efforts to cause such registration statement to be declared

effective within 180 days after the Renewal Deadline. The Company will take all other action necessary or appropriate to permit the public

offering and sale of the Shares to continue as contemplated in the expired registration statement relating to the Shares. References herein

to the Registration Statement shall include such new automatic shelf registration statement or such new shelf registration statement,

as the case may be;

time to take such action as you may reasonably request to qualify the Shares for offering and sale under the securities laws of such jurisdictions

as you may request and to comply with such laws so as to permit the continuance of sales and dealings therein in such jurisdictions for

as long as may be necessary to complete the distribution of the Shares, provided that in connection therewith the Company shall not be

required to qualify as a foreign corporation (where not otherwise required) or to file a general consent to service of process in any

jurisdiction (where not otherwise required);

(d)      Prior to 10:00 a.m., New

York City time, on the New York Business Day next succeeding the date of this Agreement (or such other time as may be agreed to by the

Representatives and the Company) and from time to time, to furnish the Underwriters with written and electronic copies of the Prospectus,

Preliminary Prospectus and any supplements and amendments thereto or to the Registration Statement in such quantities as the Representatives

may reasonably request, and, if the delivery of a prospectus (or in lieu thereof, the notice referred to in Rule 173(a) under the Act)

is required at any time prior to the expiration of nine months after the time of issue of the Prospectus in connection with the offering

or sale of the Shares and if at such time any event shall have occurred as a result of which the Prospectus as then amended or supplemented

would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein,

in the light of the circumstances under which they were made when such Prospectus (or in lieu thereof, the notice referred to in Rule

173(a) under the Act) is delivered, not misleading, or, if for any other reason it shall be necessary during such same period to amend

or supplement the Prospectus or to file under the Exchange Act any document incorporated by reference in the Pricing Disclosure Package

and the Prospectus in order to comply with the Act or the Exchange Act, to notify you and, before amending or supplementing the Registration

Statement, the Pricing Disclosure Package or the Prospectus, to furnish you copy of each such proposed amendment or supplement and not

file any such proposed amendment or supplement to which you reasonably object, and upon your request to prepare and furnish without charge

to each Underwriter and to any dealer in securities (whose name and address the Underwriters shall furnish to the Company) as many written

and electronic copies as the Representatives may from time to time reasonably request of an amended Prospectus or a supplement to the

Prospectus which will correct such statement or omission or effect such compliance; and in case any Underwriter is required to deliver

a prospectus (or in lieu thereof, the notice referred to in Rule 173(a) under the Act) in connection with sales of any of the Shares at

any time nine months or more after the time of issue of the Prospectus, upon your request but at the expense of such Underwriter, to prepare

and deliver to such Underwriter as many written and electronic copies as you may request of an amended or supplemented Prospectus complying

with Section 10(a)(3) of the Act;

(e)      To make generally

available to its securityholders as soon as practicable (which may be satisfied by filing with the Commission’s Electronic

Data Gathering, Analysis and Retrieval System (“EDGAR”)), but in any event not later than sixteen months after the

effective date of the Registration Statement (as defined in Rule 158(c) under the Act), an earnings statement of the Company (which

need not be audited) complying with Section 11(a) of the Act and the rules and regulations of the Commission thereunder (including,

at the option of the Company, Rule 158);

(f)       (i)      During

the period beginning from the date hereof and continuing to and including the date 45 days after the date of the Prospectus (the

“Lock-Up Period”), not to (i) offer, sell, contract to sell, pledge, grant any option to purchase, loan, hedge, make any

short sale or otherwise transfer or dispose of, directly or indirectly, or file with or confidentially submit to the Commission a

registration statement under the Act relating to, any securities of the Company that are substantially similar to the Shares,

including but not limited to any options or warrants to purchase shares of Stock or any securities that are convertible into or

exchangeable for, or that represent the right to receive, Stock or any such substantially similar securities, (ii) enter into any

hedging, swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Stock or

any such other securities, whether any such transaction described in clauses (i) or (ii) above is to be settled by delivery of Stock

or such other securities, in cash or otherwise (other than the Shares to be sold hereunder or pursuant to employee stock option

plans existing on, or upon the conversion or exchange of convertible or exchangeable securities outstanding as of, the date of this

Agreement) or (iii) publicly disclose the intention to do any of the foregoing, in each case, without the prior written consent of

Leerink Partners LLC and TD Securities (USA) LLC. The foregoing sentence shall not apply to (A) the Shares to be sold hereunder, (B)

any shares of Stock issued by the Company upon the exercise of an option or warrant or the conversion of a security outstanding on

the date hereof and referred to in the Registration Statement and the Prospectus, (C) any shares of Stock issued or options to

purchase Stock granted pursuant to employee benefit or equity incentive plans of the Company referred to in the Registration

Statement and the Prospectus, (D) any shares of Stock issued pursuant to any non-employee director stock plan or dividend

reinvestment plan referred to in the Registration Statement and the Prospectus, (E) the filing by the Company of a registration

statement on Form S-8 or any successor form thereto with respect to the registration of securities to be offered under any employee

benefit or equity incentive plans of the Company referred to in the Registration Statement and the Prospectus, or (F) shares of

Stock or other securities issued in connection with a transaction that includes a commercial relationship (including strategic

alliances, commercial lending relationships, joint ventures and strategic acquisitions), provided that (i) the aggregate number of

shares issued pursuant to this clause (F) (on an as-converted or as -exercised basis, as the case may be) shall not exceed five

percent (5%) of the total number of outstanding shares of Stock immediately following the issuance and sale of the Shares hereunder

and (ii) the recipient of any such shares of Stock or securities issued pursuant to this clause (F) during such period shall enter

into an agreement substantially in the form of Annex I hereto;

(g)      During a period of three

years from the effective date of the registration Statement, so long as the Company is subject to the reporting requirements of either

Section 13 or Section 15(d) of the Exchange Act, to furnish to its stockholders as soon as practicable after the end of each fiscal year

an annual report (including a balance sheet and statements of income, stockholders’ equity and cash flows of the Company certified

by independent public accountants) and, as soon as practicable after the end of each of the first three quarters of each fiscal year (beginning

with the fiscal quarter ending after the effective date of the Registration Statement), to make available to its stockholders summary

financial information of the Company for such quarter in reasonable detail; provided that no reports, documents or other information need

to be furnished pursuant to this Section 5(g) to the extent they are available on EDGAR;

(h)      During

a period of three years from the effective date of the Registration Statement, so long as the Company is subject to the reporting

requirements of either Section 13 or Section 15(d) of the Exchange Act, to furnish to you copies of all reports or other

communications (financial or other) furnished to stockholders, and to deliver to you (i) as soon as they are available, copies of

any reports and financial statements furnished to or filed with the Commission or any national securities exchange on which any

class of securities of the Company is listed; and (ii) such additional information concerning the business and financial condition

of the Company as you may from time to time reasonably request; provided that no reports, documents or other information need to be

furnished pursuant to this Section 5(h) to the extent they are available on EDGAR;

(i)       To use the net proceeds received by it from the sale of the Shares pursuant to this Agreement in the manner specified in the Pricing Disclosure

Package and the Prospectus under the caption “Use of Proceeds”;

(j)       To use its best efforts to list, subject

to notice of issuance, the Shares on the Nasdaq Global Market;

(k)      To file with the Commission such information on Form 10-Q or Form 10-K as may be required by Rule 463 under the Act;

(l)       If the Company elects to rely upon Rule 462(b), the Company shall file a Rule 462(b) Registration Statement with the Commission in compliance

with Rule 462(b) by 10:00 p.m., Washington,

D.C. time, on the date of this Agreement, and

the Company shall at the time of filing either pay to the Commission the filing fee for the Rule 462(b) Registration Statement or give

irrevocable instructions for the payment of such fee pursuant to Rule 111(b) under the Act;

(m)     Upon reasonable request

of any Underwriter, to furnish, or cause to be furnished, to such Underwriter an electronic version of the Company’s trademarks,

servicemarks and corporate logo for use on the website, if any, operated by such Underwriter for the purpose of facilitating the on-line

offering of the Shares (the “License”); provided, however, that the License shall be used solely for the purpose described

above, is granted without any fee and may not be assigned or transferred; and

(n)      To promptly notify you

if the Company ceases to be an Emerging Growth Company at any time prior to the later of (i) completion of the distribution of the Shares

within the meaning of the Act and (ii) completion of the Lock-Up Period referred to in Section 5(f) hereof.

6.       (a)        The Company represents

and agrees that, without the prior consent of the Representatives, it has not made and will not make any offer relating to the Shares

that would constitute a “free writing prospectus” as defined in Rule 405 under the Act; each Underwriter represents and agrees

that, without the prior consent of the Company and the Representatives, it has not made and will not make any offer relating to the Shares

that would constitute a free writing prospectus required to be filed with the Commission; any such free writing prospectus the use of

which has been consented to by the Company and the Representatives is listed on Schedule II(a) hereto;

(b)      The Company has complied

and will comply with the requirements of Rule 433 under the Act applicable to any Issuer Free Writing Prospectus, including timely filing

with the Commission or retention where required and legending; and the Company represents that it has satisfied and agrees that it will

satisfy the conditions under Rule 433 under the Act to avoid a requirement to file with the Commission any electronic road show;

Company agrees that if at any time following issuance of an Issuer Free Writing Prospectus or Written Testing-the-Waters

Communication any event occurred or occurs as a result of which such Issuer Free Writing Prospectus or Written Testing-the-Waters

Communication would conflict with the information in the Registration Statement, the Pricing Disclosure Package or the Prospectus or

would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements

therein, in the light of the circumstances then prevailing, not misleading, the Company will give prompt notice thereof to the

Representatives and, if requested by the Representatives, will prepare and furnish without charge to each Underwriter an Issuer Free

Writing Prospectus, Written Testing-the-Waters Communication or other document which will correct such conflict, statement or

omission; provided, however, that this covenant shall not apply to any statements or omissions in a Written Testing-the-Waters

Communication prepared or authorized by the Company made in reliance upon and in conformity with the Underwriter Information.

(d)      The Company represents

and agrees that (i) it has not engaged in, or authorized any other person to engage in, any Testing-the-Waters Communications, other than

Testing-the-Waters Communications with the prior consent of the Representatives with entities that the Company reasonably believes are

qualified institutional buyers as defined in Rule 144A under the Act or institutions that are accredited investors as defined in Rule

501(a)(1), (a)(2), (a)(3), (a)(7), (a)(8), (a)(9), (a)(12) or (a)(13) under the Act; and (ii) it has not distributed, or authorized any

other person to distribute, any Written Testing-the-Waters Communications, other than those distributed with the prior consent of the

Representatives that are listed on Schedule III(d) hereto; and the Company reconfirms that the Underwriters have been authorized to act

on its behalf in engaging in Testing-the-Waters Communications; and

(e)      Each Underwriter represents

and agrees that any Testing-the-Waters Communications undertaken by it were with entities that such Underwriter reasonably believes are

qualified institutional buyers as defined in Rule 144A under the Act or institutions that are accredited investors as defined in Rule

501(a)(1), (a)(2), (a)(3), (a)(7), (a)(8), (a)(9), (a)(12) or (a)(13) under the Act.

7.       The Company covenants and

agrees with the several Underwriters that the Company will pay or cause to be paid the following: (i) the fees, disbursements and expenses

of the Company’s counsel and accountants in connection with the registration of the Shares under the Act and all other expenses

in connection with the preparation, printing, reproduction and filing of the Registration Statement, the Basic Prospectus, any Preliminary

Prospectus, any Written Testing-the-Waters Communication, any Issuer Free Writing Prospectus and the Prospectus and amendments and supplements

thereto and the mailing and delivering of copies thereof to the Underwriters and dealers; (ii) the cost of printing or producing any Agreement

among Underwriters, this Agreement, the Blue Sky Memorandum, closing documents (including any compilations thereof) and any other documents

in connection with the offering, purchase, sale and delivery of the Shares; (iii) all expenses in connection with the qualification of

the Shares for offering and sale under state securities laws as provided in Section 5(c) hereof, including the reasonable and documented

fees and disbursements of counsel for the Underwriters in connection with such qualification and in connection with the Blue Sky survey;

(iv) all fees and expenses in connection with listing the Shares on the Nasdaq Global Market; (v) the filing fees incident to, and the

reasonable and documented fees and disbursements of counsel for the Underwriters in connection with, any required review by FINRA of the

terms of the sale of the Shares provided, however, that the reasonable and documented fees and disbursements of counsel for the Underwriters

related to clauses (iii) and (v) shall not exceed $25,000 in the aggregate; (vi) the cost of preparing stock certificates; (vii) the cost

and charges of any transfer agent or registrar; and (viii) all other costs and expenses incident to the performance of its obligations

hereunder which are not otherwise specifically provided for in this Section. It is understood, however, that, except as provided in this

Section, and Sections 9 and 12 hereof, the Underwriters will pay all of their own costs and expenses, including the fees of their counsel,

stock transfer taxes on resale of any of the Shares by them, and any advertising expenses connected with any offers they may make.

8.        The obligations of the

Underwriters hereunder, as to the Shares to be delivered at the Time of Delivery, shall be subject, in their discretion, to the condition

that all representations and warranties and other statements of the Company herein are, at and as of the Applicable Time and the Time

of Delivery, true and correct, the condition that the Company shall have performed all of its obligations hereunder theretofore to be

performed, and the following additional conditions:

(a)      The Prospectus shall have

been filed with the Commission pursuant to Rule 424(b) under the Act within the applicable time period prescribed for such filing by the

rules and regulations under the Act and in accordance with Section 5(a) hereof; all material required to be filed by the Company pursuant

to Rule 433(d) under the Act shall have been filed with the Commission within the applicable time period prescribed for such filing by

Rule 433; if the Company has elected to rely upon Rule 462(b) under the Act, the Rule 462(b) Registration Statement shall have become

effective by 10:00 P.M., Washington, D.C. time, on the date of this Agreement; no stop order suspending the effectiveness of the Registration

Statement or any part thereof shall have been issued and no proceeding for that purpose or pursuant to Section 8A of the Act shall have

been initiated or threatened by the Commission; no stop order suspending or preventing the use of the Pricing Disclosure Package, Prospectus

or any Issuer Free Writing Prospectus shall have been initiated or, to the Company’s knowledge, threatened by the Commission; and

all requests for additional information on the part of the Commission shall have been complied with to your reasonable satisfaction;

(b)      Cooley LLP, counsel for

the Underwriters, shall have furnished to the Representatives such written opinion and negative assurance letter, dated the Time of Delivery,

in form and substance satisfactory to the Representatives, with respect to such matters as the Representatives may reasonably request,

and such counsel shall have received such papers and information as they may reasonably request to enable them to pass upon such matters;

for the Company, shall have furnished to the Representatives their written opinion and negative assurance letter, dated the Time of Delivery,

substantially in the form and substance satisfactory to the Representatives;

(d)      Goodwin Procter LLP, intellectual property counsel for the Company, shall have furnished to the Representatives their written opinion

and negative assurance letter, dated the Time of Delivery, substantially in the form and substance satisfactory to the Representatives;

(e)     On

the date of the Prospectus at a time prior to the execution of this Agreement, on the effective date of any post-effective amendment

to the Registration Statement filed subsequent to the date of this Agreement and also at the Time of Delivery, Deloitte & Touche

LLP and KPMG LLP shall have furnished to the Representatives a letter or letters, dated the respective dates of delivery thereof, in

form and substance satisfactory to the Representatives;

(f)      (i)     The Company shall

not have sustained since the date of the latest audited financial statements included or incorporated by reference in the Pricing Disclosure

Package and the Prospectus any loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered

by insurance, or from any labor dispute or court or governmental action, order or decree, otherwise than as set forth or contemplated

in the Pricing Disclosure Package and the Prospectus, and (ii) since the respective dates as of which information is given in the Pricing

Disclosure Package and the Prospectus there shall not have been any change in the capital stock (other than as a result of the exercise

of stock options or the award of stock options or restricted stock in the ordinary course of business pursuant to the Company’s

equity plans that are described in the Pricing Disclosure Package and the Prospectus) or long-term debt of the Company or any change or

effect, or any development involving a prospective change or effect, in or affecting (x) the business, properties, general affairs, management,

financial position, stockholders’ equity or results of operations of the Company, or (y) the ability of the Company to perform its

obligations under this Agreement, including the issuance and sale of the Shares, or to consummate the transactions contemplated in the

Pricing Disclosure Package and the Prospectus, the effect of which, in any such case described in clause (i) or (ii), is in the Representatives’

judgment so material and adverse as to make it impracticable or inadvisable to proceed with the public offering or the delivery of the

Shares being delivered at the Time of Delivery on the terms and in the manner contemplated in the Pricing Disclosure Package and the Prospectus;

(g)     On or after the Applicable

Time there shall not have occurred any of the following: (i) a suspension or material limitation in trading in securities generally on

the New York Stock Exchange or on the Nasdaq Global Market; (ii) a suspension or material limitation in trading in the Company’s

securities on the Nasdaq Global Market; (iii) a general moratorium on commercial banking activities declared by either Federal, California

State or New York State authorities or a material disruption in commercial banking or securities settlement or clearance services in the

United States; (iv) the outbreak or escalation of hostilities involving the United States or the declaration by the United States of a

national emergency or war or (v) the occurrence of any other calamity or crisis or any change in financial, political or economic conditions

in the United States or elsewhere, if the effect of any such event specified in clause (iv) or (v) in your judgment makes it impracticable

or inadvisable to proceed with the public offering or the delivery of the Shares being delivered at the Time of Delivery on the terms

and in the manner contemplated in the Pricing Disclosure Package and the Prospectus;

(h)     The Shares to be sold at the Time of Delivery

shall have been duly listed on the Nasdaq Global Market;

(i)       The

Company shall have obtained and delivered to the Underwriters executed copies of an agreement from (i) each of the Company’s

directors and officers and (ii) certain other security holders of the Company, substantially to the effect set forth in Annex I

hereof in form and substance satisfactory to the Representatives;

(j)       The Company shall have complied with the provisions of Section 5(d) hereof with respect to the furnishing of prospectuses on the New York

Business Day next succeeding the date of this Agreement;

(k)      The

Company shall have furnished or caused to be furnished to the Representatives at the Time of Delivery certificates of officers of

the Company satisfactory to the Representatives as to the accuracy of the representations and warranties of the Company herein at

and as of the Time of Delivery, as to the performance by the Company of all of its obligations hereunder to be performed at or prior

to the Time of Delivery, as to the matters set forth in subsections (a) and (g) of this Section and as to such other matters as the

Representatives may reasonably request; and

(l)       The Company shall have

delivered to the Representatives on the date of the Prospectus at a time prior to the execution of this Agreement and at the Time of Delivery

a certificate of the Chief Financial Officer of the Company, in form and substance satisfactory to the Representatives.

(a)        The Company will indemnify and hold

harmless each Underwriter against any losses, claims, damages or liabilities, joint or several, to which such Underwriter may become

subject, under the Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise

out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement,

the Basic Prospectus, any Preliminary Prospectus, the Pricing Disclosure Package or the Prospectus, or any amendment or supplement

thereto, any Issuer Free Writing Prospectus, any “roadshow” as defined in Rule 433(h) under the Act (a

“roadshow”), any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Act or

any Testing-the-Waters Communication, or arise out of or are based upon the omission or alleged omission to state therein a material

fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse each Underwriter

for any legal or other expenses reasonably incurred by such Underwriter in connection with investigating or defending any such

action or claim as such expenses are incurred; provided, however, that the Company shall not be liable in any such

case to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged

untrue statement or omission or alleged omission made in the Registration Statement, the Basic Prospectus, any Preliminary

Prospectus, the Pricing Disclosure Package or the Prospectus, or any amendment or supplement thereto, or any Issuer Free Writing

Prospectus, any road show, or any Testing-the-Waters Communication, in reliance upon and in conformity with the Underwriter

Information.

(b)     Each Underwriter, severally

and not jointly, will indemnify and hold harmless the Company against any losses, claims, damages or liabilities to which the Company

may become subject, under the Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof)

arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement,

the Basic Prospectus, any Preliminary Prospectus, the Pricing Disclosure Package or the Prospectus, or any amendment or supplement thereto,

or any Issuer Free Writing Prospectus, or any roadshow or any Testing-the-Waters Communication, or arise out of or are based upon the

omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein

not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission

or alleged omission was made in the Registration Statement, any Preliminary Prospectus, the Pricing Disclosure Package or the Prospectus,

or any amendment or supplement thereto, or any Issuer Free Writing Prospectus, or any roadshow or any Testing-the-Waters Communication,

in reliance upon and in conformity with the Underwriter Information; and will reimburse the Company for any legal or other expenses reasonably

incurred by the Company in connection with investigating or defending any such action or claim as such expenses are incurred. As used

in this Agreement with respect to an Underwriter and an applicable document, “Underwriter Information” shall mean the written

information furnished to the Company by such Underwriter through the Representatives expressly for use therein; it being understood and

agreed upon that the only such information furnished by any Underwriter consists of the following information in the Prospectus furnished

on behalf of each Underwriter: the concession figure appearing in the fifth paragraph under the caption “Underwriting,” and

the information contained in the thirteenth and fourteenth paragraphs under the caption “Underwriting.”

by an indemnified party under subsection (a) or (b) of this Section 9 of notice of the commencement of any action, such indemnified party

shall, if a claim in respect thereof is to be made against the indemnifying party under such subsection, notify the indemnifying party

in writing of the commencement thereof; provided that the failure to notify the indemnifying party shall not relieve it from any liability

that it may have under the preceding paragraphs of this Section 9 except to the extent that it has been materially prejudiced (through

the forfeiture of substantive rights or defenses) by such failure; and provided further that the failure to notify the indemnifying party

shall not relieve it from any liability that it may have to an indemnified party otherwise than under the preceding paragraphs of this

Section 9. In case any such action shall be brought against any indemnified party and it shall notify the indemnifying party of the commencement

thereof, the indemnifying party shall be entitled to participate therein and, to the extent that it shall wish, jointly with any other

indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party (who

shall not, except with the consent of the indemnified party, be counsel to the indemnifying party), and, after notice from the indemnifying

party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified

party under such subsection for any reasonable legal expenses of other counsel or any other expenses, in each case subsequently incurred

by such indemnified party, in connection with the defense thereof other than reasonable costs of investigation. No indemnifying party

shall, without the written consent of the indemnified party, effect the settlement or compromise of, or consent to the entry of any judgment

with respect to, any pending or threatened action or claim in respect of which indemnification or contribution may be sought hereunder

(whether or not the indemnified party is an actual or potential party to such action or claim) unless such settlement, compromise or judgment

(i) includes an unconditional release of the indemnified party from all liability arising out of such action or claim and (ii) does not

include a statement as to or an admission of fault, culpability or a failure to act, by or on behalf of any indemnified party.

(d)      If the indemnification

provided for in this Section 9 is unavailable to or insufficient to hold harmless an indemnified party under subsection (a) or (b) above

in respect of any losses, claims, damages or liabilities (or actions in respect thereof) referred to therein, then each indemnifying party

shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages or liabilities (or

actions in respect thereof) in such proportion as is appropriate to reflect the relative benefits received by the Company on the one hand

and the Underwriters on the other from the offering of the Shares. If, however, the allocation provided by the immediately preceding sentence

is not permitted by applicable law, then each indemnifying party shall contribute to such amount paid or payable by such indemnified party

in such proportion as is appropriate to reflect not only such relative benefits but also the relative fault of the Company on the one

hand and the Underwriters on the other in connection with the statements or omissions which resulted in such losses, claims, damages or

liabilities (or actions in respect thereof), as well as any other relevant equitable considerations. The relative benefits received by

the Company on the one hand and the Underwriters on the other shall be deemed to be in the same proportion as the total net proceeds from

the offering (before deducting expenses) received by the Company bear to the total underwriting discounts and commissions received by

the Underwriters, in each case as set forth in the table on the cover page of the Prospectus. The relative fault shall be determined by

reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission

to state a material fact relates to information supplied by the Company on the one hand or the Underwriters on the other and the parties’

relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The Company and the

Underwriters agree that it would not be just and equitable if contribution pursuant to this subsection (d) were determined by pro rata

allocation (even if the Underwriters were treated as one entity for such purpose) or by any other method of allocation which does not

take account of the equitable considerations referred to above in this subsection (d). The amount paid or payable by an indemnified party

as a result of the losses, claims, damages or liabilities (or actions in respect thereof) referred to above in this subsection (d) shall

be deemed to include any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending

any such action or claim. Notwithstanding the provisions of this subsection (d), no Underwriter shall be required to contribute any amount

in excess of the amount by which the total price at which the Shares underwritten by it and distributed to the public were offered to

the public exceeds the amount of any damages which such Underwriter has otherwise been required to pay by reason of such untrue or alleged

untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f)

of the Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The Underwriters’

obligations in this subsection (d) to contribute are several in proportion to their respective underwriting obligations and not joint.

(e)      The obligations of the

Company under this Section 9 shall be in addition to any liability which the Company may otherwise have and shall extend, upon the same

terms and conditions, to each employee, officer and director of each Underwriter and each person, if any, who controls any Underwriter

within the meaning of the Act and each broker-dealer or other affiliate of any Underwriter; and the obligations of the Underwriters under

this Section 9 shall be in addition to any liability which the respective Underwriters may otherwise have and shall extend, upon the same

terms and conditions, to each officer and director of the Company and to each person, if any, who controls the Company within the meaning

of the Act.

10.

(a)        If any Underwriter shall default in its

obligation to purchase the Shares which it has agreed to purchase hereunder at a Time of Delivery, you may in your discretion

arrange for you or another party or other parties to purchase such Shares on the terms contained herein. If within thirty-six hours

after such default by any Underwriter you do not arrange for the purchase of such Shares, then the Company shall be entitled to a

further period of thirty-six hours within which to procure another party or other parties satisfactory to you to purchase such

Shares on such terms. In the event that, within the respective prescribed periods, you notify the Company that you have so arranged

for the purchase of such Shares, or the Company notifies you that it has so arranged for the purchase of such Shares, you or the

Company shall have the right to postpone the Time of Delivery for a period of not more than seven days, in order to effect whatever

changes may thereby be made necessary in the Registration Statement or the Prospectus, or in any other documents or arrangements,

and the Company agrees to file promptly any amendments or supplements to the Registration Statement or the Prospectus which in your

opinion may thereby be made necessary. The term “Underwriter” as used in this Agreement shall include any person

substituted under this Section with like effect as if such person had originally been a party to this Agreement with respect to such

Shares.

(b)      If, after giving effect

to any arrangements for the purchase of the Shares of a defaulting Underwriter or Underwriters by you and the Company as provided in subsection

(a) above, the aggregate number of such Shares which remains unpurchased does not exceed one-eleventh of the aggregate number of all the

Shares to be purchased at the Time of Delivery, then the Company shall have the right to require each non-defaulting Underwriter to purchase

the number of shares which such Underwriter agreed to purchase hereunder at the Time of Delivery and, in addition, to require each non-defaulting

Underwriter to purchase its pro rata share (based on the number of Shares which such Underwriter agreed to purchase hereunder) of the

Shares of such defaulting Underwriter or Underwriters for which such arrangements have not been made; but nothing herein shall relieve

a defaulting Underwriter from liability for its default.

to any arrangements for the purchase of the Shares of a defaulting Underwriter or Underwriters by you and the Company as provided in subsection

(a) above, the aggregate number of such Shares which remains unpurchased exceeds one-eleventh of the aggregate number of all the Shares

to be purchased at the Time of Delivery, or if the Company shall not exercise the right described in subsection (b) above to require non-defaulting

Underwriters to purchase Shares of a defaulting Underwriter or Underwriters, then this Agreement shall thereupon terminate, without liability

on the part of any non-defaulting Underwriter or the Company, except for the expenses to be borne by the Company and the Underwriters

as provided in Section 7 hereof and the indemnity and contribution agreements in Section 9 hereof; but nothing herein shall relieve a

defaulting Underwriter from liability for its default.

11.     The respective indemnities,

rights of contribution, agreements, representations, warranties and other statements of the Company and the several Underwriters, as set

forth in this Agreement or made by or on behalf of them, respectively, pursuant to this Agreement, shall remain in full force and effect,

regardless of any investigation (or any statement as to the results thereof) made by or on behalf of any Underwriter or any director,

officer, employee, broker dealer, affiliate or controlling person of any Underwriter, or the Company, or any officer or director or controlling

person of the Company, and shall survive delivery of and payment for the Shares.

12.      If this Agreement shall

be terminated pursuant to Section 10 hereof, the Company shall not then be under any liability to any Underwriter except as provided in

Sections 7 and 9 hereof; but, if for any other reason, any Shares are not delivered by or on behalf of the Company as provided herein

or the Underwriters decline to purchase the Shares for any reason permitted under this Agreement, the Company will reimburse the Underwriters

through you for all out-of-pocket expenses approved in writing by you, including fees and disbursements of counsel, reasonably incurred

by the Underwriters in making preparations for the purchase, sale and delivery of the Shares not so delivered, but the Company shall then

be under no further liability to any Underwriter except as provided in Sections 7 and 9 hereof.

13.      In all dealings hereunder,

the Representatives shall act on behalf of each of the Underwriters, and the parties hereto shall be entitled to act and rely upon any

statement, request, notice or agreement on behalf of any Underwriter made or given by you jointly or by the Representatives on behalf

of the Underwriters.

All statements, requests,

notices and agreements hereunder shall be in writing, and (A) if to the Underwriters shall be delivered or sent by mail, electronic mail,

telex or facsimile transmission to the Representatives as the representatives in care of (i) Leerink Partners LLC, 1301 Avenue of the

Americas, 5th Floor, New York, New York 10019, Attention: Stuart R. Nayman, (ii) TD Securities (USA) LLC, 1 Vanderbilt Avenue, New York,

New York 10017, Attention: Head of Equity Capital Markets, with a copy to CIBLegal@tdsecurities.com and (iii) Guggenheim Securities, LLC,

330 Madison Avenue, New York, New York 10017, Fax: (212) 658-9689, Attention: Head of Equity Capital Markets; and (B) if to the Company

shall be delivered or sent by mail, telex or facsimile transmission to the address of the Company set forth on the cover of the Registration

Statement, Attention: Secretary; provided, however, that any notice to an Underwriter pursuant to Section 9(c) hereof shall be delivered

or sent by mail, telex or facsimile transmission to such Underwriter at its address set forth in its Underwriters’ Questionnaire,

or telex constituting such Questionnaire, which address will be supplied to the Company by you upon request; provided, however, that notices

under subsection 5(e) shall be in writing, and if to the Underwriters shall be delivered or sent by mail, telex or facsimile transmission

to you as the representatives at (i) Leerink Partners LLC, 1301 Avenue of the Americas, 5th Floor, New York, New York 10019, Attention:

Stuart R. Nayman, (ii) TD Securities (USA) LLC, 1 Vanderbilt Avenue, New York, New York 10017, Attention: Head of Equity Capital Markets,

with a copy to CIBLegal@tdsecurities.com and (iii) Guggenheim Securities, LLC, 330 Madison Avenue, New York, New York 10017, Fax: (212)

658-9689, Attention: Head of Equity Capital Markets. Any such statements, requests, notices or agreements shall take effect upon receipt

thereof.

In accordance with the requirements

of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)), the Underwriters are required to obtain, verify

and record information that identifies their respective clients, including the Company, which information may include the name and address

of their respective clients, as well as other information that will allow the Underwriters to properly identify their respective clients.

14.     This Agreement shall be

binding upon, and inure solely to the benefit of, the Underwriters, the Company and, to the extent provided in Sections 9 and 11 hereof,

the officers and directors of the Company and each person who controls the Company or any Underwriter, or any director, officer, employee,

broker dealer, or affiliate of the Underwriters, and their respective heirs, executors, administrators, successors and assigns, and no

other person shall acquire or have any right under or by virtue of this Agreement. No purchaser of any of the Shares from any Underwriter

shall be deemed a successor or assign by reason merely of such purchase.

15.     Time shall be of the essence of this Agreement. As used herein, the term “business day” shall mean any day when the Commission’s

office in Washington, D.C. is open for business.

16.     The

Company acknowledges and agrees that (i) the purchase and sale of the Shares pursuant to this Agreement is an arm’s-length

commercial transaction between the Company, on the one hand, and the several Underwriters, on the other, (ii) in connection

therewith and with the process leading to such transaction each Underwriter is acting solely as a principal and not the agent or

fiduciary of the Company, (iii) no Underwriter has assumed an advisory or fiduciary responsibility in favor of the Company with

respect to the offering contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or

is currently advising the Company on other matters) or any other obligation to the Company except the obligations expressly set

forth in this Agreement, (iv) the Company has consulted its own legal and financial advisors to the extent it deemed appropriate,

and (v) none of the activities of the Underwriters in connection with the transactions contemplated herein constitutes a

recommendation, investment advice, or solicitation of any action by the Underwriters with respect to any entity or natural person.

The Company agrees that it will not claim that the Underwriters, or any of them, has rendered advisory services of any nature or

respect, or owes a fiduciary or similar duty to the Company, in connection with such transaction or the process leading thereto.

17.     This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Company and the Underwriters,

or any of them, with respect to the subject matter hereof.

18.     This

Agreement and any transaction contemplated by this Agreement and any claim, controversy or dispute arising under or related thereto

shall be governed by and construed in accordance with the laws of the State of New York without regard to principles of conflict of

laws that would results in the application of any other law than the laws of the State of New York. The Company agrees that any suit

or proceeding arising in respect of this Agreement or any transaction contemplated by this Agreement will be tried exclusively in

the U.S. District Court for the Southern District of New York or, if that court does not have subject matter jurisdiction, in any

state court located in The City and County of New York and the Company agrees to submit to the jurisdiction of, and to venue in,

such courts.

19.     The Company and each of

the Underwriters hereby irrevocably waives, to the fullest extent permitted by applicable law, any and all right to trial by jury in any

legal proceeding arising out of or relating to this Agreement or the transactions contemplated hereby.

20.     This Agreement may be

executed by any one or more of the parties hereto in any number of counterparts, each of which shall be deemed to be an original, but

all such counterparts shall together constitute one and the same instrument. Counterparts may be delivered via facsimile, electronic mail

(including any electronic signature covered by the U.S. federal ESIGN Act of 2000, Uniform Electronic Transactions Act, the Electronic

Signatures and Records Act or other applicable law, e.g., www.docusign.com) or other transmission method and any counterpart so delivered

shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.

21.     Notwithstanding anything

herein to the contrary, the Company is authorized to disclose to any persons the U.S. federal and state income tax treatment and tax structure

of the potential transaction and all materials of any kind (including tax opinions and other tax analyses) provided to the Company relating

to that treatment and structure, without the Underwriters imposing any limitation of any kind. However, any information relating to the

tax treatment and tax structure shall remain confidential (and the foregoing sentence shall not apply) to the extent necessary to enable

any person to comply with securities laws. For this purpose, “tax structure” is limited to any facts that may be relevant

to that treatment.

22.     Recognition

of the U.S. Special Resolution Regimes.

(a)      In the event that any

Underwriter that is a Covered Entity becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer from such Underwriter

of this Agreement, and any interest and obligation in or under this Agreement, will be effective to the same extent as the transfer would

be effective under the U.S. Special Resolution Regime if this Agreement, and any such interest and obligation, were governed by the laws

of the United States or a state of the United States.

(b)     In the event that any

Underwriter that is a Covered Entity or a BHC Act Affiliate of such Underwriter becomes subject to a proceeding under a U.S. Special Resolution

Regime, Default Rights under this Agreement that may be exercised against such Underwriter are permitted to be exercised to no greater

extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Agreement were governed by the laws

of the United States or a state of the United States.

used in this section:

“BHC Act Affiliate” has the meaning

assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k).

“Covered Entity” means any of the following:

(i) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b);

(ii) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or

(iii)          a “covered FSI”

as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b).

“Default Right”

has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as

applicable.

“U.S. Special Resolution

Regime” means each of (i) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (ii) Title II of the

Dodd-Frank Wall Street Reform and Consumer Protection Act and the regulations promulgated thereunder.

[Signature page follows]

If the foregoing

is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this

instrument, along with all counterparts, will become a binding agreement among the Underwriters and the Company in accordance with its

terms.

Very truly yours,

Sagimet Biosciences Inc.

By:

/s/

David Happel

Name: David Happel

Title: Chief Executive Officer

Accepted as of the date hereof:

Leerink Partners LLC

By:

/s/ Jon Civitarese

Name:

Jon Civitarese

Title:

Senior Managing Director

TD Securities (USA) LLC

By:

/s/ Brian Hagerty

Name:

Brian Hagerty

Title:

Managing Director

Guggenheim Securities, LLC

By:

/s/ Thomas Burkly

Name:

Thomas Burkly

Title:

Senior Managing Director

On behalf of each of the Underwriters

[Signature Page to Underwriting Agreement]

SCHEDULE I

Total Number of

Underwriter

Shares to

Purchased

Leerink Partners LLC

9,479,178

TD Securities (USA) LLC

9,479,178

Guggenheim Securities, LLC

5,104,173

Oppenheimer & Co. Inc.

2,916,670

Canaccord Genuity LLC

874,999

H.C. Wainwright & Co., LLC

729,168

JonesTrading Institutional Services LLC

583,334

Total

29,166,700

SCHEDULE II

(a)      Issuer Free Writing Prospectuses not included in the Pricing Disclosure Package:

None.

(b)     Additional Documents Incorporated by Reference:

None.

that comprise the Pricing Disclosure Package:

The offering price per share for the Shares is $6.00.

The number of Shares purchased by the Underwriters is 29,166,700.

(d)      Written

Testing-the-Waters Communications:

None.

ANNEX I

Form of Lock-Up Agreement

SAGIMET BIOSCIENCES INC.

Lock-Up Agreement

[•], 2026

Leerink Partners LLC

TD Securities (USA) LLC

Guggenheim Securities, LLC

As Representatives of the several Underwriters

named in Schedule

I to the Underwriting Agreement

c/o Leerink Partners LLC

53 State Street, 40th Floor

Boston, Massachusetts 02109

c/o TD Securities (USA) LLC

1 Vanderbilt Avenue

New York, New York 10017

c/o Guggenheim Securities, LLC

330 Madison Avenue

New York, New York 10017

Re: Sagimet Biosciences Inc. - Lock-Up Agreement

Ladies and Gentlemen:

The undersigned understands

that you, as representatives (the “Representatives”), propose to enter into an underwriting agreement (the “Underwriting

Agreement”) on behalf of the several Underwriters named in Schedule I to such agreement (collectively, the “Underwriters”),

with Sagimet Biosciences Inc., a Delaware corporation (the “Company”), providing for a public offering (the “Public

Offering”) of shares (the “Shares”) of the Series A common stock, par value $0.0001 per share, of the Company (the “Series

A Common Stock,” and together with the Series B common stock, par value $0.0001 per share, of the Company (the “Series B Common

Stock”), the “Common Stock”) pursuant to a Registration Statement on Form S-3 (File No. 333-281582) (the “Registration

Statement”) filed with the Securities and Exchange Commission (the “SEC”).

In consideration of the

agreement by the Underwriters to offer and sell the Shares, and of other good and valuable consideration the receipt and sufficiency

of which is hereby acknowledged, the undersigned agrees that, during the period beginning from the date of this Lock-Up Agreement

and continuing to and including the date 45 days after the date of the final prospectus supplement relating to the Public Offering

(the “Prospectus Supplement”) (such period, the “Lock-Up Period”), the undersigned shall not, and shall not

cause or direct any of its affiliates to, (i) offer, sell, contract to sell, pledge, grant any option, right or warrant to purchase,

purchase any option or contract to sell, lend or otherwise transfer or dispose of any shares of Common Stock, or any options or

warrants to purchase any shares of Common Stock, or any securities convertible into, exchangeable for or that represent the right to

receive shares of Common Stock (such shares of Common Stock, options, rights, warrants or other securities, collectively,

“Lock-Up Securities”), including without limitation any such Lock-Up Securities now owned or hereafter acquired by the

undersigned, (ii) engage in any hedging or other transaction or arrangement (including, without limitation, any short sale or the

purchase or sale of, or entry into, any put or call option, or combination thereof, forward, swap or any other derivative

transaction or instrument, however described or defined) which is designed to or which reasonably could be expected to lead to or

result in a sale, loan, pledge or other disposition (whether by the undersigned or someone other than the undersigned), or transfer

of any of the economic consequences of ownership, in whole or in part, directly or indirectly, of any Lock-Up Securities, whether

any such transaction or arrangement (or instrument provided for thereunder) would be settled by delivery of Common Stock or other

securities, in cash or otherwise (any such sale, loan, pledge or other disposition, or transfer of economic consequences, a

“Transfer”), (iii) make any demand for or exercise any right with respect to the registration of any Lock-Up Securities

or (iv) otherwise publicly announce any intention to engage in or cause any action, activity, transaction or arrangement described

in clause (i), (ii) or (iii) above. The undersigned represents and warrants that the undersigned is not, and has not caused or

directed any of its affiliates to be or become, currently a party to any agreement or arrangement that provides for, is designed to

or reasonably could be expected to lead to or result in any Transfer during the Lock-Up Period.

Notwithstanding the foregoing,

the undersigned may, without the prior written consent of Leerink Partners LLC and TD Securities (USA) LLC:

(a) Transfer the undersigned’s Lock-Up Securities

i. as one or more bona fide gifts or charitable contributions, or for bona fide estate planning

purposes;

ii. upon death by will, testamentary document or intestate succession;

iii. if the undersigned is a natural person, to any member of the undersigned’s immediate family (for

purposes of this Lock-Up Agreement, “immediate family” shall mean any relationship by blood, current or former marriage, domestic

partnership or adoption, not more remote than first cousin) or to any trust for the direct or indirect benefit of the undersigned or the

immediate family of the undersigned or, if the undersigned is a trust, to a trustor or beneficiary of the trust or the estate of a beneficiary

of such trust;

iv. to a corporation, partnership, limited liability company or other entity of which the undersigned and

the immediate family of the undersigned are the legal and beneficial owner of all of the outstanding equity securities or similar interests;

v. to a nominee or custodian of a person or entity to whom a disposition or transfer would be permissible

under clauses (a)(i) through (iv) above;

vi. if the undersigned is a corporation, partnership, limited liability company or other business entity,

(A) to another corporation, partnership, limited liability company or other business entity that is an affiliate (as defined in Rule 405

under the Securities Act of 1933, as amended) of the undersigned, or to any investment fund or other entity which fund or entity is controlled

or managed by the undersigned or affiliates of the undersigned, or (B) as part of a distribution by the undersigned to its stockholders,

partners, members or other equityholders or to the estate of any such stockholders, partners, members or other equityholders;

vii. by operation of law, such as pursuant to a qualified domestic order, divorce settlement, divorce decree

or separation agreement;

viii. to the Company from an employee of the Company upon death, disability or termination of employment, in

each case, of such employee;

ix. if the undersigned is not an officer or director of the Company, in connection with a sale of the undersigned’s

shares of Common Stock acquired (A) from the Underwriters in the Public Offering or (B) in open market transactions after the closing

date of the Public Offering;

x. to the Company in connection with the vesting, settlement or exercise of restricted stock units, options,

warrants or other rights to purchase shares of Common Stock (including, in each case, by way of “net” or “cashless”

exercise) , including any transfer to the Company for the payment of tax withholdings or remittance payments due as a result of the vesting,

settlement or exercise of such restricted stock units, options, warrants or other rights, or in connection with the conversion of convertible

securities, in all such cases pursuant to equity awards granted under a stock incentive plan or other equity award plan, or pursuant to

the terms of convertible securities, each as described in the Registration Statement, the preliminary prospectus supplement relating to

the Shares included in the Registration Statement immediately prior to the time the Underwriting Agreement is executed and the Prospectus

Supplement, provided that any securities received upon such vesting, settlement, exercise or conversion shall be subject to the terms

of this Lock-Up Agreement; or

xi. or otherwise with the prior written consent of Leerink Partners LLC and TD Securities (USA) LLC on behalf

of the Underwriters;

provided that (A) in the case of clauses

(a)(i), (ii), (iii), (iv), (v) and (vi) above, such transfer or distribution shall not involve a disposition for value, (B) in the case

of clauses (a)(i), (ii), (iii), (iv), (v), (vi) and (vii) above, it shall be a condition to the transfer or distribution that the donee,

devisee, transferee or distributee, as the case may be, shall sign and deliver a lock-up agreement in the form of this Lock-Up Agreement,

(C) in the case of clauses (a)(i), (ii), (iii), (iv), (v) and (vi) above, no filing by any party (including, without limitation, any donor,

donee, devisee, transferor, transferee, distributor or distributee) under the Securities Exchange Act of 1934, as amended (the “Exchange

Act), or other public filing, report or announcement reporting a reduction in beneficial ownership of Lock-Up Securities shall be required

or shall be voluntarily made in connection with such transfer or distribution, and (D) in the case of clauses (a)(vii), (viii), (ix) and

(x) above, no filing under the Exchange Act or other public filing, report or announcement shall be voluntarily made, and if any such

filing, report or announcement shall be legally required during the Lock-Up Period, such filing, report or announcement shall clearly

indicate in the footnotes thereto (A) the circumstances of such transfer or distribution and (B) in the case of a transfer or distribution

pursuant to clause (a)(vii) above, that the donee, devisee, transferee or distributee has agreed to be bound by a lock-up agreement in

the form of this Lock-Up Agreement;

(b) transfer the undersigned’s Lock-Up Securities to the Company pursuant to an agreement under which

the Company has the option to repurchase shares or a right of first refusal with respect to transfer of such shares, provided that no

filing under the Exchange Act or other public filing, report or announcement shall be voluntarily made, and if any such filing, report

or announcement shall be legally required during the Lock-Up Period, such filing, report or announcement shall clearly indicate in the

footnotes thereto the circumstances of such transfer or distribution;

transfer, sale or other disposition of the undersigned’s Lock-Up Securities, if then permitted by the Company, provided that none

of the securities subject to such plan may be transferred, sold or otherwise disposed of until after the expiration of the Lock-Up Period

and no public announcement, report or filing under the Exchange Act, or any other public filing, report or announcement, shall be required

or shall be voluntarily made regarding the establishment of such plan during the Lock-Up Period; and

(d) transfer the undersigned’s Lock-Up Securities pursuant to a bona fide third-party tender offer,

merger, consolidation or other similar transaction that is approved by the Board of Directors of the Company and made to all holders of

the Company’s capital stock involving a Change of Control of the Company (for purposes hereof, “Change of Control” shall

mean the transfer (whether by tender offer, merger, consolidation or other similar transaction), in one transaction or a series of related

transactions, to a person or group of affiliated persons, of shares of capital stock if, after such transfer, such person or group of

affiliated persons would hold at least a majority of the outstanding voting securities of the Company (or the surviving entity)); provided

that in the event that such tender offer, merger, consolidation or other similar transaction is not completed, the undersigned’s

Lock-Up Securities shall remain subject to the provisions of this Lock-Up Agreement.

If the undersigned is an officer

or director of the Company, the undersigned further agrees that the foregoing provisions shall be equally applicable to any issuer-directed

or other Shares the undersigned may purchase in the Public Offering.

If the undersigned is not

a natural person, the undersigned represents and warrants that no single natural person, entity or “group” (within the meaning

of Section 13(d)(3) of the Exchange Act), other than a natural person, entity or “group” (as described above) that has executed

a Lock-Up Agreement in substantially the same form as this Lock-Up Agreement, beneficially owns, directly or indirectly, 50% or more of

the common equity interests, or 50% or more of the voting power, in the undersigned.

The undersigned now has, and,

except as contemplated by clauses (a) and (d) of the third paragraph of this Lock-Up Agreement, for the duration of this Lock-Up Agreement

will have, good and marketable title to the undersigned’s Lock-Up Securities, free and clear of all liens, encumbrances and claims

whatsoever. The undersigned also agrees and consents to the entry of stop transfer instructions with the Company’s transfer agent

and registrar against the transfer of the undersigned’s Lock-Up Securities except in compliance with the foregoing restrictions.

The undersigned acknowledges

and agrees that none of the Underwriters has made any recommendation or provided any investment or other advice to the undersigned with

respect to this Lock-Up Agreement or the subject matter hereof, and the undersigned has consulted its own legal, accounting, financial,

regulatory, tax and other advisors with respect to this Lock-Up Agreement and the subject matter hereof to the extent the undersigned

has deemed appropriate. The undersigned further acknowledges and agrees that, although the Underwriters may have provided or hereafter

provide to the undersigned in connection with the Public Offering a Form CRS and/or certain other disclosures as contemplated by Regulation

Best Interest, the Underwriters have not made and are not making a recommendation to the undersigned to enter into this Lock-Up Agreement

or to transfer, sell or dispose of, or to refrain from transferring, selling or disposing of, any shares of Common Stock, and nothing

set forth in such disclosures or herein is intended to suggest that any Underwriter is making such a recommendation.

This Lock-Up Agreement shall

automatically terminate and the undersigned shall be released from all of his, her or its obligations hereunder upon the earlier of (i)

the date on which the Registration Statement is withdrawn, (ii) the date on which for any reason the Underwriting Agreement is terminated

(other than the provisions thereof that survive termination) prior to payment for and delivery of the Shares to be sold thereunder (other

than pursuant to the Underwriters’ option thereunder to purchase additional Shares), (iii) the date on which the Company notifies

the Representatives, in writing and prior to the execution of the Underwriting Agreement, that it does not intend to proceed with the

Public Offering and (iv) May 31, 2026, in the event that the Underwriting Agreement has not been executed by such date.

The undersigned understands

that the Company and the Underwriters are relying upon this Lock-Up Agreement in proceeding toward consummation of the Public Offering.

The undersigned further understands that this Lock-Up Agreement is irrevocable and shall be binding upon the undersigned’s heirs,

legal representatives, successors and assigns. The undersigned hereby represents and warrants that the undersigned has full power and

authority to enter into this Lock-Up Agreement. This Lock-Up Agreement shall be governed by, and construed in accordance with, the laws

of the State of New York, without regard to principles of conflict of laws that would result in the application of any law other than

the laws of the State of New York. This Lock-Up Agreement may be delivered via facsimile, electronic mail (including pdf or any electronic

signature complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com or www.echosign.com) or other transmission method,

and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.

[Signature Page Follows]

Very truly yours,

IF AN INDIVIDUAL:

IF AN ENTITY:

By:

(duly authorized signature)

(please print complete name of entity)

Name:

By:

(please print full name)

(duly authorized signature)

Name:

(please print full name)

Title:

(please print full title)

EX-5.1 — EXHIBIT 5.1

EX-5.1

Filename: tm2612794d2_ex5-1.htm · Sequence: 3

Exhibit 5.1

April 28, 2026

Sagimet Biosciences Inc.

155 Bovet Road, Suite 303

San Mateo

California 94402

Re:                    Securities Registered under Registration Statement

on Form S-3

We have acted as counsel to you in connection

with your filing of a Registration Statement on Form S-3 (File No. 333-281582) (as amended or supplemented, the “Registration Statement”)

filed on August 15, 2024 with the Securities and Exchange Commission (the “Commission”) pursuant to the Securities Act of

1933, as amended (the “Securities Act”), relating to the registration of the offer by Sagimet Biosciences Inc., a Delaware

corporation (the “Company”) of up to $300,000,000 of any combination of securities of the types specified therein. The Registration

Statement was declared effective by the Commission on August 26, 2024. Reference is made to our opinion letter dated August 15, 2024 and

included as Exhibit 5.1 to the Registration Statement.

We are delivering this supplemental opinion letter

in connection with the prospectus supplement (the “Prospectus Supplement”) filed on April 27, 2026 by the Company with the

Commission pursuant to Rule 424 under the Securities Act. The Prospectus Supplement relates to the offering by the Company of up to 29,166,700

shares (the “Shares”) of Series A common stock, $0.001 par value per share (the “Common Stock”) of the Company

covered by the Registration Statement. The Shares are being sold to the several underwriters named in, and pursuant to, an underwriting

agreement among the Company and such underwriters (the “Underwriting Agreement”).

We have reviewed such documents and made

such examination of law as we have deemed appropriate to give the opinions set forth below. We have relied, without independent verification,

on certificates of public officials and, as to matters of fact material to the opinions set forth below, on certificates of officers of

the Company.

The opinions set forth below are limited

to the Delaware General Corporation Law and, with respect to opinion paragraph 2, the law of the State of New York.

Based on the foregoing, we are of the

opinion that the Shares have been duly authorized and, when delivered and paid for in accordance with the terms of the Underwriting Agreement,

will be validly issued, fully paid and non-assessable.

This opinion letter and the opinion it

contains shall be interpreted in accordance with the Core Opinion Principles as published in 74 Business Lawyer 815 (Summer 2019).

Sagimet Biosciences, Inc.

April 28, 2026

Page 2

This opinion is being furnished to you

for submission to the Commission as an exhibit to the Company’s Current Report on Form 8-K (the “Current Report”) relating

to the Shares, which is incorporated by reference in the Registration Statement. We hereby consent to the inclusion of this opinion as

Exhibit 5.1 to the Current Report and to the references to our firm under the caption “Legal Matters” in the Prospectus Supplement.

In giving our consent, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Securities

Act or the rules and regulations thereunder.

Sagimet Biosciences, Inc.

April 28, 2026

Page 3

Very truly yours,

/s/ Goodwin Procter LLP

GOODWIN PROCTER LLP

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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

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-Name Exchange Act

-Number 240

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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

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- Definition

Title of a 12(b) registered security.

+ References

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

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-Name Exchange Act

-Number 240

-Section 12

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- 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

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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

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-Section 14a

-Subsection 12

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Trading symbol of an instrument as listed on an exchange.

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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

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