Sagimet Biosciences Inc.
For the period ended Dec 31, 2025. Filed Mar 11, 2026.
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FY2025 · Filed Mar 11, 2026
SGMT$10.83+9.9%Stored close · as of Nov 9, 2026
Extracted filing text, with the paragraph anchors used by the comparison.
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Item 16. Form 10-K Summary
We have elected not to include summary information.
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| Exhibit Number | | Description | | Method of Filing |
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| 3.1 | | Eleventh Amended and Restated Certificate of Incorporation of Sagimet Biosciences Inc. | | Incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K (File No. 001-41742) filed on July 18, 2023 |
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| 3.2 | | Second Amended and Restated Bylaws of Sagimet Biosciences Inc. | | Incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K (File No. 001-41742) filed on July 18, 2023 |
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| 4.1 | | Form of Series A Common Stock Certificate of Sagimet Biosciences Inc. | | Incorporated by reference to Exhibit 4.1 to the Company’s Registration Statement on Form S-1 (File No. 333-272901) filed on June 23, 2023 |
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| 4.2 | | Form of Series B Common Stock Certificate of Sagimet Biosciences Inc. | | Incorporated by reference to Exhibit 4.2 to the Company’s Registration Statement on Form S-1 (File No. 333-272901) filed on June 23, 2023 |
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| 4.3 | | Description of Capital Stock | | Incorporated by reference to Exhibit 4.3 to the Company’s Form 10-K (File No. 001-41742) filed on March 25, 2024 |
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| 10.1• | | Sagimet Biosciences Inc. 2007 Equity Incentive Plan | | Incorporated by reference to Exhibit 10.1 to the Company’s Registration Statement on Form S-1 (File No. 333-272901) filed on June 23, 2023 |
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| 10.2• | | Forms of Grant Notice, Stock Option Agreement and Notice of Exercise under the 2007 Equity Incentive Plan | | Incorporated by reference to Exhibit 10.2 to the Company’s Registration Statement on Form S-1 (File No. 333-272901) filed on June 23, 2023 |
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| 10.3• | | Sagimet Biosciences Inc. 2017 Equity Incentive Plan | | Incorporated by reference to Exhibit 10.3 to the Company’s Registration Statement on Form S-1 (File No. 333-272901) filed on June 23, 2023 |
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| 10.4• | | Forms of Grant Notice, Stock Option Agreement and Notice of Exercise under the 2017 Equity Incentive Plan | | Incorporated by reference to Exhibit 10.4 to the Company’s Registration Statement on Form S-1 (File No. 333-272901) filed on June 23, 2023 |
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| 10.5• | | Sagimet Biosciences Inc. 2023 Stock Option and Incentive Plan | | Incorporated by reference to Exhibit 10.5 to the Company’s Registration Statement on Form S-1 (File No. 333-272901) filed on June 23, 2023 |
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| 10.6• | | Forms of Incentive Stock Option Agreement, Non-Qualified Stock Option Agreement for Non-Employee Directors and Non-Qualified Stock Option Agreement for Company Employees under the Sagimet Biosciences Inc. 2023 Stock Option and Incentive Plan | | Incorporated by reference to Exhibit 10.6 to the Company’s Registration Statement on Form S-1 (File No. 333-272901) filed on June 23, 2023 |
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| 10.7• | | Forms of Restricted Stock Unit Award Agreement for Non-Employee Directors and Restricted Stock Unit Award Agreement for Company Employees under the Sagimet Biosciences Inc. 2023 Stock Option and Incentive Plan | | Incorporated by reference to Exhibit 10.7 to the Company’s Registration Statement on Form S-1 (File No. 333-272901) filed on June 23, 2023 |
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| 10.8• | | Form of Restricted Stock Award Agreement under the Sagimet Biosciences Inc. 2023 Stock Option and Incentive Plan | | Incorporated by reference to Exhibit 10.8 to the Company’s Registration Statement on Form S-1 (File No. 333-272901) filed on June 23, 2023 |
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| 10.9• | | Amended and Restated Sagimet Biosciences Inc. 2023 Employee Stock Purchase Plan | | Filed herewithin. |
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| 10.10• | | Sagimet Biosciences Inc. 2023 Non-Employee Director Compensation Policy | | Incorporated by reference to Exhibit 10.10 to the Company’s Registration Statement on Form S-1 (File No. 333-272901) filed on June 23, 2023 |
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| 10.11• | | Form of Indemnification Agreement by and between Sagimet Biosciences Inc. and its directors | | Incorporated by reference to Exhibit 10.11 to the Company’s Registration Statement on Form S-1 (File No. 333-272901) filed on June 23, 2023 |
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| 10.12• | | Form of Indemnification Agreement by and between Sagimet Biosciences Inc. and its executive officers | | Incorporated by reference to Exhibit 10.12 to the Company’s Registration Statement on Form S-1 (File No. 333-272901) filed on June 23, 2023 |
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| 10.13• | | Sagimet Biosciences Inc. Senior Executive Cash Incentive Bonus Plan | | Incorporated by reference to Exhibit 10.21 to the Company’s Registration Statement on Form S-1 (File No. 333-272901) filed on June 23, 2023 |
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| 10.14• | | Exclusive License and Development Agreement by and between Sagimet Biosciences Inc. and Ascletis BioScience Co. Ltd., dated as of January 18, 2019 | | Incorporated by reference to Exhibit 10.22 to the Company’s Registration Statement on Form S-1 (File No. 333-272901) filed on June 23, 2023 |
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| 10.15* | | Assignment and Assumption Agreement, by and among Sagimet Biosciences Inc., Ascletis BioScience Co., Ltd. and Gannex Pharma Co., Ltd., effective October 25, 2019 | | Incorporated by reference to Exhibit 10.29 to the Company’s Registration Statement on Form S-1/A (File No. 333-272901) filed on July 10, 2023 |
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| 10.16* | | Patent Assignment Agreement by and between Sagimet Biosciences Inc. and Gannex Pharma Co., Ltd., effective October 25, 2019 | | Incorporated by reference to Exhibit 10.23 to the Company’s Registration Statement on Form S-1 (File No. 333-272901) filed on June 23, 2023 |
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| 10.17* | | Amended and Restated Patent Assignment Agreement by and between Sagimet Biosciences Inc. and Gannex Pharma Co., Ltd., dated July 2, 2023 | | Incorporated by reference to Exhibit 10.24 to the Company’s Registration Statement on Form S-1 (File No. 333-272901) filed on July 10, 2023 |
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| 10.18 | | Lease Agreement by and between Sagimet Biosciences Inc. and Casiopea Bovet, LLC, dated as of March 1, 2019, as amended by the First Amendment to Lease Agreement, dated December 14, 2021 | | Incorporated by reference to Exhibit 10.23 to the Company’s Registration Statement on Form S-1 (File No. 333-272901) filed on June 23, 2023 |
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| 10.19 | | Amended and Restated Nominating Agreement, dated as of April 15, 2021, by and among Sagimet Biosciences Inc., Baker Brothers Life Sciences, L.P. and 667, L.P. as amended by Amendment No. 1 to Amended and Restated Nominating Agreement, dated as of June 22, 2023, by and among Sagimet Biosciences Inc., Baker Brothers Life Sciences, L.P. and 667, L.P. | | Incorporated by reference to Exhibit 10.25 to the Company’s Registration Statement on Form S-1 (File No. 333-272901) filed on June 23, 2023 |
| 10.20 | | Amended and Restated Investors’ Rights Agreement, by and among Sagimet Biosciences Inc. and certain of its stockholders, dated December 21, 2020 | | Incorporated by reference to Exhibit 10.26 to the Company’s Registration Statement on Form S-1 (File No. 333-272901) filed on June 23, 2023 |
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| 10.21 | | Amended and Restated Warrant to Purchase Stock, by and between Sagimet Biosciences Inc. and Banc of California, Inc., dated January 4, 2024 | | Incorporated by reference to Exhibit 10.28 to the Company’s Registration Statement on Form S-1 (File No. 333-276664) filed on January 23, 2024 |
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| 10.22• | | Form of Inducement Option Award Agreement | | Incorporated by reference to Exhibit 10.28 to the Company’s Annual Report on Form 10-K (File No. 001-41742) filed on March 12, 2025 |
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| 10.23 | | Second Amendment to Lease Agreement by and between Sagimet Biosciences Inc. and Casiopea Bovet, LLC, dated as of April 5, 2024 | | Incorporated by reference to Exhibit 10.29 to the Company’s Annual Report on Form 10-K (File No. 001-41742) filed on March 12, 2025 |
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| 10.24 | | Third Amendment to Lease Agreement by and between Sagimet Biosciences Inc. and Casiopea Bovet, LLC, dated as of May 5, 2025 | | Incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on File 10-Q (File No. 001-41742) filed on August 13, 2025 |
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| 10.25• | | Second Amended and Restated Executive Employment Agreement by and between Sagimet Biosciences Inc. and David Happel, dated June 6, 2025 | | Incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on File 10-Q (File No. 001-41742) filed on August 13, 2025 |
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| 10.26• | | Amended and Restated Executive Employment Agreement by and between Sagimet Biosciences Inc. and Thierry Chauche, dated June 6, 2025 | | Incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on File 10-Q (File No. 001-41742) filed on August 13, 2025 |
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| 10.27• | | Second Amended and Restated Executive Employment Agreement by and between Sagimet Biosciences Inc. and Eduardo Martins, dated June 6, 2025 | | Incorporated by reference to Exhibit 10.4 to the Company’s Quarterly Report on File 10-Q (File No. 001-41742) filed on August 13, 2025 |
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| 10.28• | | Second Amended and Restated Executive Employment Agreement by and between Sagimet Biosciences Inc. and Elizabeth Rozek, dated June 6, 2025 | | Incorporated by reference to Exhibit 10.5 to the Company’s Quarterly Report on File 10-Q (File No. 001-41742) filed on August 13, 2025 |
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| 10.29 | | Sales Agreement Dated as of August 14, 2025 between Leerink Partners LLC and Sagimet Biosciences Inc. | | Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No. 001-41742) filed on August 14, 2025 |
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| 19.1 | | Sagimet Biosciences Inc. Insider Trading Policy | | Incorporated by reference to Exhibit 19.1 to the Company’s Annual Report on Form 10-K (File No. 001-41742) filed on March 25, 2024 |
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| 23.1 | | Consent of KPMG LLP | | Filed herewith |
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| 23.2 | | Consent of Deloitte & Touche LLP | | Filed herewith |
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| 24.1 | | Power of Attorney (included on signature page) | | Filed herewith |
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| 31.1 | | Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | | Filed herewith |
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| 31.2 | | Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | | Filed herewith |
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| 32.1 | | Certification of Principal Executive Officer and Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2022 | | Furnished herewith |
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| 97.1 | | Sagimet Biosciences Inc. Compensation Recovery Policy | | Incorporated by reference to Exhibit 97.1 to the Company’s Annual Report on Form 10-K (File No. 001-41742) filed on March 25, 2024 |
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| 101.INS | | Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document | | Filed herewith |
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| 101.SCH | | Inline XBRL Taxonomy Extension Schema Document | | Filed herewith |
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| 101.CAL | | Inline XBRL Taxonomy Extension Calculation Linkbase Document | | Filed herewith |
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| 101.DEF | | Inline XBRL Taxonomy Extension Definition Linkbase Document | | Filed herewith |
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| 101.LAB | | Inline XBRL Taxonomy Extension Label Linkbase Document | | Filed herewith |
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| 101.PRE | | Inline XBRL Taxonomy Extension Presentation Linkbase Document | | Filed herewith |
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| 104 | | Cover Page Interactive Data File (embedded within the Inline XBRL document) | | Filed herewith |
| ● | Indicates management contract or compensatory plan. |
- Portions of this exhibit (indicated by [***]) have been omitted because the registrant has determined that the information is both not material and is the type that the registrant treats as private and confidential.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.