Sagimet Biosciences Inc-A 2025年度报告

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 the preceding12months (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 past 90days. 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 (§ 232.405of 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 emerging growthcompany. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule12b-2 of the 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 revised financialaccounting 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 over financialreporting 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 audit report.☐ 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 reflect thecorrection 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 of theregistrant’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 30, 2025, the last business day of the registrant’s lastcompleted second quarter was $228.4 million (based on the closing price for shares of the registrant’s Series A common stock as reported on the Nasdaq Global Market on thatdate). The number of shares of the registrant’s Series A and B common stock, $0.0001 par value per share, outstanding at March5, 2026 was 32,017,613 and 567,494, respectively. DOCUMENTS INCORPORATED BY REFERENCE Portions of the registrant’s definitive proxy statement relating to the 2026 Annual Meeting of Stockholders, which will be filed with the Securities and Exchange Commissionwithin 120 days after the end of the registrant’s fiscal year ended December 31, 2025, are incorporated by reference into Part III of this Annual Report on Form 10-K. Table of Contents PagePART IITEM 1.Business5ITEM 1A.Risk Factors65ITEM 1B.Unresolved Staff Comments115ITEM 1C.Cybersecurity115ITEM 2.Properties116ITEM 3.Legal Proceedings116ITEM 4.Mine Safety Disclosures116PART IIITEM 5.Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases ofEquity Securities117ITEM 6.Reserved117ITEM 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations117ITEM 7A.Quantitative and Qualitative Disclosures About Market Risk126ITEM 8.Financial Statements and Supplementary Data127ITEM 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure149ITEM 9A.Controls and Procedures149ITEM 9B.Other Information150ITEM 9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections150PART IIIITEM 10.Directors, Executive Officers and Corporate Governance151ITEM 11.Executive Compensation151ITEM 12.Security Ownership of Certain Beneficial Owners and Management Related StockholderMatters151ITEM 13.Certain Relationships and Related Party Transactions, and Director Independence151ITEM 14.Principal Accountant Fees and Services151PART IVITEM 15.Exhibits152ITEM 16.Form 10-K Summary152Signatures157 FORWARD-LOOKING STATEMENTS This Annual Report on Form10-K (this Annual Report) contains forward-looking statements within the meaning of Section27A of the Securities Act of 1933, as amended (the Securities Act), and Section 21E of the Securities Exchange Act of 1934, asamended (the Exchange Act). All statements other than statements of historical facts contained in this Annual Report, includingstatements regarding our future results of operations and financial position, business st