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

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☐ 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

2026 ANNUAL MEETING OF STOCKHOLDERS

To be Held on June 12, 2026

Dear Stockholder:

We are pleased to invite you to attend the 2026 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 Friday, June 12, 2026. 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 sagimet2026.

Details regarding the business to be conducted at the Annual Meeting are more fully described in the accompanying Notice of 2026 Annual Meeting of Stockholders, or the Notice, and 2026 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 Chief Legal & Administrative Officer, Elizabeth Rozek, Esq., at legal@sagimet.com.

Sincerely,

THIS PROXY STATEMENT AND ENCLOSED PROXY CARD ARE

FIRST BEING MADE AVAILABLE TO STOCKHOLDERS ON OR ABOUT APRIL 21, 2026.

NOTICE OF 2026 ANNUAL MEETING OF STOCKHOLDERS

To be Held on June 12, 2026

Dear Stockholders:

NOTICE IS HEREBY GIVEN that the 2026 Annual Meeting of Stockholders of Sagimet Biosciences Inc., or the Annual Meeting, will be held on Friday, June 12, 2026, 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 four director nominees who are set forth in the attached 2026 Annual Meeting Proxy Statement, or the Proxy Statement, to serve as Class III directors whose term will expire in 2029;

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The ratification of the appointment of KPMG LLP, or KPMG, as our independent registered public accounting firm for the 2026 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.

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.

Chief Legal & Administrative Officer

IMPORTANT NOTICE REGARDING AVAILABILITY OF PROXY MATERIALS. This Proxy Statement and the proxy card are being furnished to our stockholders on or about April 21, 2026. This Proxy Statement and our Annual Report on Form 10-K for the fiscal year ended December 31, 2025, or the 2025 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 2025 Annual Report, including the financial statements therein, please send your request to: Chief Legal & Administrative Officer, Sagimet Biosciences Inc., 155 Bovet Road, Suite 303, San Mateo, California 94402.

TABLE OF CONTENTS​

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, 2025, or the 2025 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 2025 Annual Report carefully before voting.

2026 Annual Meeting of Stockholders

Summary of Stockholder Voting Matters

Our Director Nominees

You are being asked to vote on the election of Jennifer Jarrett, Anne Phillips, M.D., David Happel and George Kemble, Ph.D. as Class III directors, each to serve for a three-year term expiring at our 2029 Annual Meeting of Stockholders, or the 2029 Annual Meeting. The number of members of our board of directors, or Board, is currently set at eight 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 two directors and Class III consists of four directors.

The term of office of our Class III directors, Jennifer Jarrett, Anne Phillips, M.D., David Happel and George Kemble, Ph.D., expires at the Annual Meeting.

We are nominating Jennifer Jarrett, Anne Phillips, M.D., David Happel and George Kemble, Ph.D. for re-election as Class III directors at our Annual Meeting to serve until the 2029 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 Jennifer Jarrett, Anne Phillips, M.D., David Happel and George Kemble, Ph.D. 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​​

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Age as of the Annual Meeting.

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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 January 2026, positive topline results were reported by our license partner for China, Ascletis BioScience Co. Ltd. (Ascletis) in the open-label Phase 3 trial evaluating the long-term safety of ASC40 (denifanstat) tablets in patients with moderate to severe acne in China.

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In December 2025, China’s National Medical Products Administration (NMPA) accepted Ascletis’ New Drug Application (NDA) for denifanstat for the treatment of moderate to severe acne.

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In December 2025, we announced completion of our Phase 1 pharmacokinetic trial of a combination of denifanstat and resmetirom. The combination of denifanstat and resmetirom was generally well-tolerated over the duration of the study, with no safety signals. No SAEs were reported, and there were no clinically significant laboratory AEs and no treatment-related discontinuations.

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In August 2025, we entered into a Sales Agreement with Leerink Partners LLC to establish an at-the-market offering, through which we may sell, from time to time at our sole discretion, up to $75.0 million shares of our Series A common stock.

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In June 2025, we initiated a first-in-human Phase 1 clinical trial of our potent and selective small molecule fatty acid synthase inhibitor, TVB-3567, for development of an acne indication.

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In June 2025, Ascletis announced that denifanstat met all primary and secondary endpoints in its Phase 3 trial in moderate to severe acne vulgaris in China.

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