Sagimet Biosciences Inc.: enters underwriting agreement for $107,500,000

What happened

• Sagimet Biosciences Inc. filed a Current Report on Form 8-K reporting that on Sep 30, 2026 it entered into an underwriting agreement with Leerink Partners LLC, TD Securities (USA) LLC and Guggenheim Securities, LLC as representatives of the underwriters relating to an underwritten offering.
• The offering covers 8,750,010 shares of the company’s Series A common stock at an offering price of $10.00 per share and pre-funded warrants to purchase up to 2,750,010 shares, with an offering price of $9.9999 per pre-funded warrant. The offering is expected to close on Oct 1, 2026.

Key details

• Net proceeds to the company are expected to be $107,500,000 after underwriting discounts and commissions.
• Pre-funded warrants are immediately exercisable, have an exercise price of $0.0001 and may not be exercised if the holder would beneficially own more than 4.99% (or, at the election of the purchaser, 9.99%) of the common stock outstanding immediately after exercise; a holder may increase or decrease this percentage not in excess of 19.99% with at least 61 days’ prior notice.
• Leerink Partners LLC, TD Securities (USA) LLC, Guggenheim Securities, LLC and Oppenheimer & Co. Inc. acted as joint book-running managers; Canaccord Genuity LLC, H.C. Wainwright & Co., LLC, JonesTrading Institutional Services LLC and Clear Street LLC acted as co-lead managers.
• The offering is being made pursuant to the company’s effective shelf registration statement on Form S-3 (Registration No. 333-281582), filed Aug 15, 2024 and declared effective Aug 26, 2024.

Why it may matter

• The filing reports Item 1.01: entry into a material definitive agreement, which covers the underwriting agreement and related terms for the underwritten offering described above. This filing does not show why the company acted.