Sagimet Biosciences Inc.

DEF 14A 1 tm2411865-1_def14.htm DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION​

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

☒ Filed by the Registrant

☐ Filed by a Party other than the Registrant

Check the appropriate box:

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Preliminary Proxy Statement

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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

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Definitive Proxy Statement

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Definitive Additional Materials

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Soliciting Material under §240.14a-12

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SAGIMET BIOSCIENCES INC.

(Name of Registrant as Specified In Its Charter)

Payment of Filing Fee (Check all boxes that apply):

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No fee required

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Fee paid previously with preliminary materials

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Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

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155 Bovet Road, Suite 303

San Mateo, California 94402

2024 ANNUAL MEETING OF STOCKHOLDERS

To be Held on June 5, 2024

April 18, 2024

Dear Stockholder:

We are pleased to invite you to attend the 2024 Annual Meeting of Stockholders, or the Annual Meeting, of Sagimet Biosciences Inc., or the Company, we, us, which will be held at 10:00 a.m., Pacific Time, on Wednesday, June 5, 2024. The Annual Meeting will be held in virtual meeting format only. You will not be able to attend the Annual Meeting physically. We believe that the virtual meeting format enables stockholders to attend and participate from any location around the world at no cost, provides for cost savings and reduces the environmental impact of our Annual Meeting. The Annual Meeting can be accessed via the internet at https://web.lumiconnect.com/217605655, using the password sagimet2024.

Details regarding the business to be conducted at the Annual Meeting are more fully described in the accompanying Notice of 2024 Annual Meeting of Stockholders, or the Notice, and 2024 Annual Meeting Proxy Statement, or the Proxy Statement. Other than the proposals described in the Proxy Statement, our Board of Directors, or Board, is not aware of any other matters to be presented for a vote at the Annual Meeting. We are pleased to offer our proxy materials over the internet as permitted by Securities and Exchange Commission, or SEC, rules.

Your vote is important. Whether or not you plan to virtually attend the Annual Meeting, we encourage you to vote as soon as possible to ensure that your shares are represented. Information about voting methods is set forth in the accompanying Notice and Proxy Statement.

If you have any questions with respect to voting, please email our General Counsel, Elizabeth Rozek, Esq., at legal@sagimet.com.

Sincerely,

THIS PROXY STATEMENT AND ENCLOSED PROXY CARD ARE

FIRST BEING MADE AVAILABLE ON OR ABOUT APRIL 18, 2024.

NOTICE OF 2024 ANNUAL MEETING OF STOCKHOLDERS

To be Held on June 5, 2024

Dear Stockholders:

NOTICE IS HEREBY GIVEN that the 2024 Annual Meeting of Stockholders of Sagimet Biosciences Inc., or the Annual Meeting, will be held on Wednesday, June 5, 2024, at 10:00 a.m. Pacific Time. The Annual Meeting will be held in a virtual meeting format only. We are holding the meeting for the purpose of considering and acting upon:

The election of the two director nominees who are set forth in the attached 2024 Annual Meeting Proxy Statement, or the Proxy Statement, to serve as Class I directors whose term will expire in 2027;

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The ratification of the appointment of Deloitte & Touche LLP, or Deloitte, as our independent registered public accounting firm for the 2024 fiscal year; and

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Any other matters that may properly be brought before the Annual Meeting or any adjournment or postponement thereof.

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The foregoing items of business are more fully described in the Proxy Statement accompanying this Notice of 2024 Annual Meeting of Stockholders, or the Notice.

MEETING INFORMATION

Your vote matters. Whether or not you plan to virtually attend the Annual Meeting, please ensure that your shares are represented by voting, signing, dating and returning your proxy in the enclosed envelope, which requires no postage if mailed in the United States.

By Order of the Board of Directors,

/s/ Elizabeth Rozek, Esq.

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Elizabeth Rozek, Esq.

General Counsel and Chief Compliance Officer

April 18, 2024

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE STOCKHOLDER MEETING TO BE HELD ON JUNE 5, 2024. This Proxy Statement and the proxy card are being furnished to our stockholders on or about April 18, 2024. This Proxy Statement and our Annual Report on Form 10-K for the fiscal year ended December 31, 2023, or the 2023 Annual Report, are available to holders of our common stock at www.astproxyportal.com/ast/27458. If you would like to receive, without charge, a paper copy of our 2023 Annual Report, including the financial statements therein, please send your request to: General Counsel, Sagimet Biosciences Inc., 155 Bovet Road, Suite 303, San Mateo, California 94402.

SUMMARY INFORMATION

This summary highlights information contained elsewhere in this Proxy Statement and our Annual Report on Form 10-K for the fiscal year ended December 31, 2023, or the 2023 Annual Report. This summary does not contain all of the information you should consider and we encourage you to read this Proxy Statement and the 2023 Annual Report carefully before voting.

2024 Annual Meeting of Stockholders

Summary of Stockholder Voting Matters

Our Director Nominees

You are being asked to vote on the election of Timothy P. Walbert and Paul Hoelscher as Class I directors, each to serve for a three-year term expiring at our 2027 Annual Meeting of Stockholders, or the 2027 Annual Meeting. The number of members of our board of directors, or Board, is currently set at nine members. We expanded the size of the Board from seven members to nine members on April 1, 2024 with the appointment of Timothy P. Walbert and Paul Hoelscher. Our Board is divided into three classes, each of which has a three-year term. Class I currently consists of four directors, Class II consists of three directors and Class III consists of two directors.

The term of office of our Class I directors, Richard Rodgers, Jinzi Wu, Ph.D., Timothy P. Walbert and Paul Hoelscher, expires at the Annual Meeting. On March 20, 2024, Mr. Rodgers and Dr. Wu notified our Board that they would not stand for re-election at the Annual Meeting. As a result, each of Mr. Rodger’s and Dr. Wu’s service as a member of our Board will end effective as of the date of the Annual Meeting, and, after careful consideration, our Board has elected to reduce the size of the Board from nine to seven directors, effective as of the date of the Annual Meeting.

We are nominating Timothy P. Walbert and Paul Hoelscher for re-election as Class I directors at our Annual Meeting to serve until the 2027 Annual Meeting and until their successors, if any, are elected or appointed, or their earlier death, resignation, retirement, disqualification or removal. Directors are elected by a plurality of the votes properly cast by our stockholders at the Annual Meeting. The nominees receiving the most FOR votes (among votes properly cast online at the meeting or by proxy) will be elected. If no contrary indication is made, shares represented by executed proxies will be voted FOR the election of Timothy P. Walbert and Paul Hoelscher. Each nominee has agreed to serve as a director if elected, and we have no reason to believe that any nominee will be unable to serve.

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TABLE OF CONTENTS​​

CORPORATE GOVERNANCE HIGHLIGHTS

The following table summarizes our current Board structure and key elements of our corporate governance framework:

RECENT CORPORATE HIGHLIGHTS

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In March 2024, we announced the appointment of Timothy P. Walbert and Paul Hoelscher to our Board effective April 1, 2024.

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In January 2024, we sold 9,000,000 shares of our Series A common stock, or Series A common stock, in an underwritten public offering and received $104.7 million in net proceeds. Proceeds from the offering, together with our existing cash, cash equivalents and marketable securities will be used (i) to advance the development of denifanstat and begin startup activities related to the pivotal Phase 3 program in metabolic dysfunction-associated steatohepatitis, or MASH, formerly known as nonalcoholic steatohepatitis, or NASH, including manufacturing of additional drug supply, (ii) to advance the development of TVB-3567 and submit an investigational new drug application for a Phase 1 clinical trial for the treatment of acne and (iii) for other general corporate purposes, including additional clinical development, working capital and operating expenses.

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In January 2024, we announced positive topline results from our FASCINATE-2 Phase 2b clinical trial of denifanstat versus placebo in biopsy-confirmed MASH patients with stage 2 or stage 3 fibrosis (F2/F3) at week 52. Denifanstat met its primary and secondary endpoints, showing statistically significant improvements relative to placebo on both of the primary endpoints of MASH resolution without worsening of fibrosis with ≥2-point reduction in NAS (NAFLD Activity Score), and ≥2-point reduction in NAS without worsening of fibrosis. Denifanstat-treated patients also showed statistically significant fibrosis improvement by ≥ 1 stage with no worsening of MASH, and a greater proportion of MRI-derived proton density fat fraction (MRI-PDFF) ≥30% responders relative to placebo.

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In July 2023, we closed an upsized initial public offering, or IPO, of Series A common stock, at a public offering price of $16.00 per share. Including shares issued pursuant to the exercise of the underwriters’ option, we issued 6,026,772 shares of Series A common stock, and received net proceeds of approximately $86.2 million.

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