Form 8-K

8-K — Sagimet Biosciences Inc.

Accession: 0001104659-26-070126

Filed: 2026-06-03

Period: 2026-05-28

CIK: 0001400118

SIC: 2834 (PHARMACEUTICAL PREPARATIONS)

Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers

Item: Financial Statements and Exhibits

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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):

May 28, 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

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 May 28, 2026 (the “Grant Date”),

the Compensation Committee (the “Compensation Committee”) of the Board of Directors (the “Board”) of Sagimet

Biosciences Inc. (the “Company”) and the Board, as applicable, granted options (the “Options”) to purchase shares

of the Company’s Series A common stock, par value $0.0001 per share (the “Common Stock”), and performance-based restricted

stock units (“PSUs”) to David Happel, the Company’s President and Chief Executive Officer, Thierry Chauche, the Company’s

Chief Financial Officer, and Elizabeth Rozek, Esq., the Company’s Chief Legal and Administrative Officer (the “Officers”).

Mr. Happel was awarded 300,000 options and 300,000 PSUs, Mr. Chauche was awarded 50,000 options and 50,000 PSUs and Ms. Rozek was awarded

100,000 options and 100,000 PSUs. Each of the Options and PSUs were granted under the Company’s 2023 Stock Option and Incentive

Plan.

Each Option has an exercise price of $7.27

per share, which is equal to the closing stock price of the Company’s Common Stock on the Grant Date, and vests in equal installments

over 48 months.

The Officers will earn a percentage of such

PSU award upon the Company’s achievement of certain regulatory milestones, and, in each case, one-third of such earned portion

shall vest upon the Compensation Committee’s determination of the achievement of such regulatory milestones (the “Achievement

Determination Date”) and the remaining two-thirds will vest in two equal installments on the first and second anniversaries of

such Achievement Determination Date.

The foregoing descriptions of the Options

and PSUs do not purport to be complete and are subject to, and qualified in their entirety by, the form of Incentive Stock Option Award

Agreement and form of Performance-Based Restricted Stock Unit Award Agreement, copies of which are filed as Exhibit 10.6 to the Company’s

Annual Report on Form 10-K for the year ended December 31, 2025, filed with the Securities and Exchange Commission on March 11, 2026,

and Exhibit 10.1 hereto, respectively.

Item 9.01 Financial

Statements and Exhibits.

(d) Exhibits

Exhibit

No.

Document

10.1

Form

of Performance-Based Restricted Stock Unit Award Agreement.

104

Cover Page Interactive

Data File (embedded within the Inline XBRL document).

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 3, 2026

By:

/s/ David Happel

David Happel

Chief Executive Officer

EX-10.1 — EXHIBIT 10.1

EX-10.1

Filename: tm2616747d1_ex10-1.htm · Sequence: 2

Exhibit 10.1

Performance-based

RESTRICTED

STOCK UNIT AWARD AGREEMENT

FOR COMPANY EMPLOYEES

UNDER the Sagimet Biosciences inc.

2023 STOCK OPTION AND INCENTIVE PLAN

Name

of Grantee:

[·]

Grant

Date:

[·]

Target

Number of PSUs for Performance Milestone Award:

[·]

Pursuant

to the Sagimet Biosciences Inc. 2023 Stock Option and Incentive Plan, as amended through the date hereof (the “Plan”), Sagimet

Biosciences Inc. (the “Company”) hereby grants an award of the target number of Performance-Based Restricted Stock Units

(“PSUs” and such target number of PSUs, the “Target PSUs”) listed above (an “Award”) to the Grantee

named above. Each PSU shall relate to one share of Series A Common Stock, par value $0.0001 per share (the “Stock”) of the

Company.

Restrictions on Transfer of Award. This Award may not be sold, transferred, pledged, assigned or otherwise encumbered or disposed

of by the Grantee, and any shares of Stock issuable with respect to the Award may not be sold, transferred, pledged, assigned or otherwise

encumbered or disposed of until (i) the PSUs have vested as provided in Paragraph 2 of this Agreement and Exhibit A and (ii) shares

of Stock have been issued to the Grantee in accordance with the terms of the Plan and this Agreement.

Earning and Vesting of PSUs. The PSUs shall become Earned PSUs (as defined in Exhibit A) on the Achievement Determination

Date (as defined in Exhibit A) on or prior to the end of the Performance Period (as defined in Exhibit A) in accordance

with the terms and conditions of Exhibit A; provided that the Grantee remains in a Service Relationship with the Company or a

Subsidiary through the Achievement Determination Date and any subsequent vesting date. The Earned PSUs, if any, shall vest as follows:

[●]; provided that the Grantee remains in a Service Relationship through the applicable vesting date. For the avoidance of doubt,

a Service Relationship for only a period prior to a vesting date (but where the Service Relationship has terminated prior to the vesting

date) does not entitle the Grantee to vest in a pro-rata portion of the PSUs on such date or entitle the Grantee to compensation for

lost vesting. The Administrator may at any time accelerate the vesting schedule specified in this Paragraph 2.

Termination of Service Relationship. If the Grantee’s Service Relationship with the Company or a Subsidiary terminates for

any reason (including death or disability) prior to the satisfaction of the vesting conditions set forth in Paragraph 2 above and Exhibit

A, any PSUs that have not vested as of such date shall automatically and without notice terminate and be forfeited, and neither the

Grantee nor any of his or her successors, heirs, assigns or personal representatives will thereafter have any further rights or interests

in such unvested PSUs.

Issuance of Shares of Stock. As soon as practicable following each vesting date (but in no event later than two and one-half months

after the end of the year in which the vesting date occurs), the Company shall issue to the Grantee the number of shares of Stock equal

to the aggregate number of PSUs that have been earned and vested pursuant to Paragraph 2 and Exhibit A of this Agreement on such

date and the Grantee shall thereafter have all the rights of a stockholder of the Company with respect to such shares of Stock.

Incorporation of Plan. Notwithstanding anything herein to the contrary, this Agreement shall be subject to and governed by all

the terms and conditions of the Plan, including the powers of the Administrator set forth in Section 2(b) of the Plan. Capitalized terms

in this Agreement shall have the meaning specified in the Plan, unless a different meaning is specified herein.

Tax Withholding. The Grantee shall, not later than the date as of which the receipt of this Award becomes a taxable event for

Federal income tax purposes, pay to the Company or make arrangements satisfactory to the Administrator for payment of any Federal, state

and local taxes required by law to be withheld on account of such taxable event. The Company shall have the authority to cause the required

tax withholding obligation to be satisfied, in whole or in part, by (i) withholding from shares of Stock to be issued to the Grantee

a number of shares of Stock with an aggregate Fair Market Value that would satisfy the withholding amount due; or (ii) causing its transfer

agent to sell from the number of shares of Stock to be issued to the Grantee, the number of shares of Stock necessary to satisfy the

Federal, state and local taxes required by law to be withheld from the Grantee on account of such transfer.

Section 409A of the Code. This Agreement shall be interpreted in such a manner that all provisions relating to the settlement

of the Award are exempt from the requirements of Section 409A of the Code as “short-term deferrals” as described in Section

409A of the Code.

No Obligation to Continue Service Relationship. Neither the Company nor any Subsidiary is obligated by or as a result of the Plan

or this Agreement to continue the Grantee’s Service Relationship with the Company or a Subsidiary and neither the Plan nor this

Agreement shall interfere in any way with the right of the Company or any Subsidiary to terminate the Grantee’s Service Relationship

with the Company or a Subsidiary at any time.

Integration. This Agreement constitutes the entire agreement between the parties with respect to this Award and supersedes all

prior agreements and discussions between the parties concerning such subject matter.

10.

Data Privacy Consent. In order to administer the Plan and this Agreement and to implement or structure future equity grants, the

Company, its subsidiaries and affiliates and certain agents thereof (together, the “Relevant Companies”) may process any

and all personal or professional data, including but not limited to, Social Security or other identification number, home address and

telephone number, date of birth and other information that is necessary or desirable for the administration of the Plan and/or this Agreement

(the “Relevant Information”). By entering into this Agreement, the Grantee (i) authorizes the Company to collect, process,

register and transfer to the Relevant Companies all Relevant Information; (ii) waives any privacy rights the Grantee may have with respect

to the Relevant Information; (iii) authorizes the Relevant Companies to store and transmit such information in electronic form; and (iv)

authorizes the transfer of the Relevant Information to any jurisdiction in which the Relevant Companies consider appropriate. The Grantee

shall have access to, and the right to change, the Relevant Information. Relevant Information will only be used in accordance with applicable

law.

11.

Notices. Notices hereunder shall be mailed or delivered to the Company at its principal place of business and shall be mailed

or delivered to the Grantee at the address on file with the Company or, in either case, at such other address as one party may subsequently

furnish to the other party in writing.

SAGIMET

BIOSCIENCES INC.

By:

Title:

The

foregoing Agreement is hereby accepted and the terms and conditions thereof hereby agreed to by the undersigned. Electronic acceptance

of this Agreement pursuant to the Company’s instructions to the Grantee (including through an online acceptance process) is acceptable.

Dated:

Grantee’s

Signature

Grantee’s

name and address:

EXHIBIT

1. General.

The PSUs will be eligible to become earned and vested in accordance with the terms and conditions

of Paragraph 2 of the Agreement and this Exhibit A based on achievement of the following

performance milestone[s]; provided, that in no event will any PSUs become Earned PSUs following

the applicable Performance Period:

Performance

Milestone

Number

of Target

PSUs Eligible to be

Earned

Applicable

Performance

Milestone

Performance

Period

[●]

2. Definitions.

The terms set forth below, as used in the Agreement and this Exhibit A, shall have

the following meanings:

a. “Achievement

Determination Date” means the date that the Compensation Committee determines

and approves the achievement with respect to a performance milestone on or prior to the end

of the applicable Performance Period.

b. “Earned

PSUs” means the number of PSUs, if any, that are earned based on achievement

of the applicable performance milestone.

c. “Performance

Period” means, with respect to each performance milestone, the applicable period

set forth in the table above.

3. Earning

and Vesting of PSUs. Earned PSUs remain subject to vesting in accordance with Paragraph

2 of the Agreement.

4. Determination

by the Compensation Committee. The Compensation Committee has the sole discretion to

determine if a performance milestone has been satisfied during the applicable Performance

Period. The date as of which the Compensation Committee determines that a performance milestone

has been satisfied is referred to herein as a “Achievement Determination Date.”

Unless the Compensation Committee otherwise determines, any PSUs that fail to become Earned

PSUs following the end of the applicable Performance Period shall be immediately forfeited

for no consideration as of such date. Any Earned PSUs shall be rounded down to the nearest

whole number of shares of Stock and any fractional Earned PSUs shall be disregarded. All

determinations under this Exhibit A shall be made by the Compensation Committee and

will be final and binding on the Grantee.

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