Sagimet Biosciences Inc-A 2024年度报告

For the fiscal year endedDecember31, 2024 OR Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.Yes☐No☒ Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act.Yes☐No☒ Indicate by check mark whether the registrant (1)has filed all reports required to be filed by Section13 or 15(d)of the Securities Exchange Act of 1934 during thepreceding 12months (or for such shorter period that the registrant was required to file such reports), and (2)has been subject to such filing requirements for the past90days.Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12months (or for such shorter period that the registrant was required to submit such files).Yes☒No◻ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerginggrowth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule12b-2 ofthe Exchange Act. Large accelerated filer☐Non-accelerated filer☒ 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 revisedfinancial accounting standards provided pursuant to Section13(a)of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control overfinancial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its auditreport.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflectthe correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any ofthe registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule12b-2 of the Exchange Act). Yes☐No☒ The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant on June 28, 2024, the last business day of theregistrant’s last completed second quarter was $102.2million (based on the closing price for shares of the registrant’s Series A common stock as reported on theNasdaq Global Market on that date). The number of shares of the registrant’s Series A and B common stock, $0.0001 par value per share, outstanding at March5, 2025 was30,674,855and1,520,490,respectively. DOCUMENTS INCORPORATED BY REFERENCE Portions of the registrant’s definitive proxy statement relating to the 2025 Annual Meeting of Stockholders, which will be filed with the Securities and ExchangeCommission within 120 days after the end of the registrant’s fiscal year ended December 31, 2024, are incorporated by reference into Part III of this Annual Report onForm 10-K. Table of Contents ITEM 1.Business5ITEM 1A.Risk Factors62ITEM 1B.Unresolved Staff Comments111ITEM 1C.Cybersecurity111ITEM 2.Properties112ITEM 3.Legal Proceedings112ITEM 4.Mine Safety Disclosures112 ITEM 5.Market for Registrant's Common Equity, Related Stockholder Matters and IssuerPurchases of Equity Securities113ITEM 6.Reserved113ITEM 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations113ITEM 7A.Quantitative and Qualitative Disclosures About Market Risk122ITEM 8.Financial Statements and Supplementary Data123ITEM 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure146ITEM 9A.Controls and Procedures146ITEM 9B.Other Information147ITEM 9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections147 ITEM 10.Directors, Executive Officers and Corporate Governance148ITEM 11.Executive Compensation148ITEM 12.Security Ownership of Certain Beneficial Owners and Management Related StockholderMatters148ITEM 13.Certain Relationships and Related Party Transactions, and Director Independence148ITEM 14.Principal Accountant Fees and Services148 ITEM 15.Exhibits149ITEM 16.Form 10-K Summary149Signatures154 FORWARD-LOOKING STATEMENTS This Annual Report on Form10-K (this Annual Report)contains forward-looking statements within the meaning ofSection 27A of the Securities Act of 1933, as amended (the Securities Act), and Section 21E of the Securities ExchangeAct of 1934, as amended (the Exchange Act). All statements other than statements of historic