Sagimet Biosciences Inc.

8-K · tm2617560d1_8k.htm iXBRL

0001400118

 2026-06-12
 2026-06-12

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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):
 June 12, 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

  

 If
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 5.02
 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

  

 On June 12, 2026, Tim Walbert, a member of the Board of Directors
(the “Board”) of Sagimet Biosciences Inc. (the “Company”), tendered his resignation from the Board, effective
as of June 12, 2026. Mr. Walbert’s resignation from the Board was due to other commitments and not the result of any disagreement
with the Company on any matter relating to the Company’s operations, policies or practices.

  

 Item 5.07
 Submission of Matters to a Vote of Security Holders.

  

 On June 12, 2026, the Company held its 2026 Annual Meeting of
Stockholders (the “Annual Meeting”). As of April 17, 2026, the record date for the Annual Meeting, there were 32,017,613
outstanding shares of the Company’s Series A common stock. The Annual Meeting was conducted virtually, and the following is
a brief description of the final voting results for each of the proposals submitted to a vote of the stockholders at the Annual Meeting,
which are described in detail in the Company’s definitive proxy statement for the Annual Meeting, filed with the U.S. Securities
and Exchange Commission on April 21, 2026.

  

 (a)  Proposal 1 - Election of Class III Directors .
Each of Jennifer Jarrett, Anne Phillips, M.D., David Happel and George Kemble, Ph.D. were elected to the Board to serve as Class III
directors until the 2029 Annual Meeting of Stockholders and until their successors, if any, are elected or appointed, or their earlier
death, resignation, retirement, disqualification or removal, as follows:

  

 Name  
 For  
 Withheld  
 Broker Non-Votes

 Jennifer Jarrett  
 6,461,429  
 2,555,268  
 10,124,106

 Anne Phillips, M.D.  
 7,806,504  
 1,210,193  
 10,124,106

 David Happel  
 8,753,884  
 262,813  
 10,124,106

 George Kemble, Ph.D.  
 8,688,684  
 328,013  
 10,124,106

  

 (b)  Proposal 2 - Ratification of Independent Registered Public
Accountant . The appointment of KPMG LLP as the Company’s independent registered public accounting firm for the 2026 fiscal year
was ratified, as follows:

  

 For  
 Against  
 Abstentions  
 Broker Non-Votes

 19,091,619  
 13,960  
 35,224  
 0

  

  

  

  

 SIGNATURES

  

 Pursuant to the requirements of the Securities Exchange Act of 1934,
as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

  

  
 Sagimet Biosciences Inc.

  
  
  

 Date: June 12 , 2026
 By:
 /s/ David Happel

  
  
 David Happel

  
  
 Chief Executive Officer