Sagimet Biosciences Inc.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION​

Washington, D.C. 20549

SCHEDULE 14A

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

☒ Filed by the Registrant

☐ Filed by a Party other than the Registrant

Check the appropriate box:

☐

Preliminary Proxy Statement

​

☐

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

​

☒

Definitive Proxy Statement

​

☐

Definitive Additional Materials

​

☐

Soliciting Material under §240.14a-12

​

SAGIMET BIOSCIENCES INC.

(Name of Registrant as Specified In Its Charter)

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

☒

No fee required

​

☐

Fee paid previously with preliminary materials

​

☐

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

​

155 Bovet Road, Suite 303

San Mateo, California 94402

2025 ANNUAL MEETING OF STOCKHOLDERS

To be Held on June 9, 2025

May 9, 2025

Dear Stockholder:

We are pleased to invite you to attend the 2025 Annual Meeting of Stockholders, or the Annual Meeting, of Sagimet Biosciences Inc., or the Company, we, us, which will be held at 9:30 a.m., Pacific Time, on Monday, June 9, 2025. 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 sagimet2025.

Details regarding the business to be conducted at the Annual Meeting are more fully described in the accompanying Notice of 2025 Annual Meeting of Stockholders, or the Notice, and 2025 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 MAILED ON OR ABOUT MAY 9, 2025.

NOTICE OF 2025 ANNUAL MEETING OF STOCKHOLDERS

To be Held on June 9, 2025

Dear Stockholders:

NOTICE IS HEREBY GIVEN that the 2025 Annual Meeting of Stockholders of Sagimet Biosciences Inc., or the Annual Meeting, will be held on Monday, June 9, 2025, at 9:30 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 2025 Annual Meeting Proxy Statement, or the Proxy Statement, to serve as Class II directors whose term will expire in 2028;

​

The ratification of the appointment of Deloitte & Touche LLP, or Deloitte, as our independent registered public accounting firm for the 2025 fiscal year; and

​

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

​

The foregoing items of business are more fully described in the Proxy Statement accompanying this 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.

​

Elizabeth Rozek, Esq.

General Counsel and Chief Compliance Officer

May 9, 2025

IMPORTANT NOTICE REGARDING AVAILABILITY OF PROXY MATERIALS. This Proxy Statement and the proxy card are being mailed to our stockholders on or about May 9, 2025. In accordance with the rules of the Securities and Exchange Commission, we are advising our stockholders of the availability on the Internet of our proxy materials related to our forthcoming Annual Meeting. Because we have elected to utilize the “full set delivery” option, we are delivering to all stockholders paper copies of all of the proxy materials, as well as providing access to those proxy materials on a publicly accessible website. This Proxy Statement and our Annual Report on Form 10-K for the fiscal year ended December 31, 2024 are available to beneficial holders of our common stock at www.astproxyportal.com/ast/27458.

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, 2024, or the 2024 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 2024 Annual Report carefully before voting.

2025 Annual Meeting of Stockholders

Summary of Stockholder Voting Matters

Our Director Nominees

You are being asked to vote on the election of Elizabeth Grammer, Esq. and Beth Seidenberg, M.D. as Class II directors, each to serve for a three-year term expiring at our 2028 Annual Meeting of Stockholders, or the 2028 Annual Meeting. The number of members of our board of directors, or Board, is currently set at nine members. Our Board is divided into three classes, each of which has a three-year term. Class I currently consists of two directors, Class II consists of three directors and Class III consists of four directors.

The term of office of our Class II directors, Merdad Parsey, M.D., Ph.D., Elizabeth Grammer, Esq. and Beth Seidenberg, M.D., expires at the Annual Meeting. On April 29, 2025, Dr. Parsey notified our Board that he would not stand for re-election at the Annual Meeting. As a result, Dr. Parsey’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 eight directors, effective as of the date of the Annual Meeting.

We are nominating Elizabeth Grammer, Esq. and Beth Seidenberg, M.D. for re-election as Class II directors at our Annual Meeting to serve until the 2028 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 Elizabeth Grammer, Esq. and Beth Seidenberg, M.D. Each nominee has agreed to serve as a director if elected, and we have no reason to believe that either nominee will be unable to serve.

i

TABLE OF CONTENTS​​

​

Age as of the Annual Meeting.

​

CORPORATE GOVERNANCE HIGHLIGHTS

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

RECENT CORPORATE HIGHLIGHTS

•

In March 2025, we announced the clearance of our investigational new drug application for a first-in-human Phase 1 clinical trial of our second fatty acid synthase inhibitor, TVB-3567.

​

•

In October 2024, we announced that we received Breakthrough Therapy Designation for Denifanstat in metabolic dysfunction-associated steatotic liver disease, or MASH, from the FDA.

​

•

In August 2024, we announced the appointment of Jennifer Jarrett and Dr. Anne Phillips to our Board.

​

•

In August 2024, we established an at-the-market, or ATM, program, allowing for the sale of up to $75 million of shares of our Series A common stock through Cantor Fitzgerald & Co. as sales agent.

​

•

In June 2024, we presented positive data from our Phase 2b FASCINATE-2 clinical trial of denifanstat at the 2024 European Association for the Study of the Liver Congress.

​

ii