Sagimet Biosciences Inc-A美股招股说明书(2025-08-14版)

We have entered into a sales agreement (the Sales Agreement) with Leerink Partners LLC (LeerinkPartners), dated August14, 2025, relating to shares of our Series A common stock, $0.0001 par value pershare (Series A common stock). In accordance with the terms of the Sales Agreement, pursuant to thisprospectus supplement and the accompanying prospectus, from time to time we may offer and sell shares ofour common stock having an aggregate gross sales price of up to $75,000,000 through Leerink Partners,acting as our sales agent. Our SeriesA common stock trades on the Nasdaq Global Market under the symbol “SGMT.” OnAugust13, 2025, the last sale price of our SeriesA common stock reported on the Nasdaq Global Marketwas $9.58 per share. Sales of our SeriesA common stock, if any, under this prospectus supplement may be made in salesdeemed to be in negotiated transactions or transactions that are deemed “at the market offerings” as definedin Rule415(a)(4) promulgated under the Securities Act of 1933, as amended (the Securities Act). LeerinkPartners is not required to sell any specific amount of our SeriesA common stock, but will act as our salesagent using commercially reasonable efforts consistent with its normal trading and sales practices, onmutually agreed terms between Leerink Partners and us. There is no arrangement for funds to be received inany escrow, trust or similar arrangement. Leerink Partners will be entitled to compensation at a commission rate of up to 3.0% of the gross salesprice per share sold by the sales agent under the sales agreement. In connection with the sale of SeriesAcommon stock on our behalf, Leerink Partners will be deemed to be an “underwriter” within the meaning ofthe Securities Act and the compensation of Leerink Partners will be deemed to be underwriting commissionsor discounts. We have also agreed to provide indemnification and contributions to Leerink Partners againstcertain civil liabilities, including liabilities under the Securities Act. We are an emerging growth company and a smaller reporting company as defined under federalsecurities laws and, as such, may elect to comply with certain reduced public company reportingrequirements for future filings. INVESTING IN OUR SERIES A COMMON STOCK INVOLVES RISKS. BEFORE MAKING ANINVESTMENT DECISION, PLEASE READ THE RISKS DESCRIBED UNDER THE CAPTION “RISKFACTORS” BEGINNING ON PAGES-8OF THIS PROSPECTUS SUPPLEMENT AND IN THEDOCUMENTS INCORPORATED BY REFERENCE INTO THIS PROSPECTUS SUPPLEMENT ANDACCOMPANYING PROSPECTUS. Neither the Securities and Exchange Commission nor any state securities commission has approved ordisapproved of these securities or passed upon the adequacy or accuracy of this prospectus supplement or theaccompanying prospectus. Any representation to the contrary is a criminal offense. Leerink Partners The date of this prospectus supplement is August14, 2025. TABLE OF CONTENTS Prospectus Supplement PageABOUT THIS PROSPECTUS SUPPLEMENTS-1PROSPECTUS SUPPLEMENT SUMMARYS-2THE OFFERINGS-6RISK FACTORSS-8CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTSS-11USE OF PROCEEDSS-13DILUTIONS-14PLAN OF DISTRIBUTIONS-16LEGAL MATTERSS-18EXPERTSS-19WHERE YOU CAN FIND MORE INFORMATIONS-20INCORPORATION OF CERTAIN INFORMATION BY REFERENCES-21 PageABOUT THIS PROSPECTUS1WHERE YOU CAN FIND MORE INFORMATION2INCORPORATION OF CERTAIN INFORMATION BY REFERENCE2CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS4ABOUT THE COMPANY6RISK FACTORS9USE OF PROCEEDS10DESCRIPTION OF CAPITAL STOCK11DESCRIPTION OF DEBT SECURITIES14DESCRIPTION OF WARRANTS21DESCRIPTION OF UNITS22DESCRIPTION OF OUR SUBSCRIPTION RIGHTS23GLOBAL SECURITIES24PLAN OF DISTRIBUTION28LEGAL MATTERS30EXPERTS30 ABOUT THIS PROSPECTUS SUPPLEMENT This document consists of two parts. The first part is this prospectus supplement, which describes thespecific terms of this offering of our SeriesA common stock and updates the information contained in theaccompanying prospectus and the documents incorporated by reference herein and therein. The second partis the accompanying prospectus, which provides more general information about securities, some of whichdoes not apply to this offering. This prospectus supplement and the accompanying prospectus relate to aRegistration Statement onForm S-3 (File No. 333-281582)that we filed with the SEC using a shelfregistration process. You should rely only on the information contained in, or incorporated by reference into, this prospectussupplement, the accompanying prospectus and in any free writing prospectus that we may authorize for usein connection with this offering. We have not, and Leerink Partners has not, authorized any other person toprovide you with different or additional information. If anyone provides you with different or inconsistentinformation, you should not rely on it. We are not, and Leerink Partners is not, making an offer to sell orsoliciting an offer to buy our securities in any jurisdiction in which an offer or solicitation