Sagimet Biosciences Inc. filed SEC Form 8-K: Financial Statements and Exhibits
UNITED STATES
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| 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 | ||