SC 13G: Sagimet Biosciences Inc.

Ticker: SGMT · Form: SC 13G · Filed: Feb 14, 2024 · CIK: 1400118

Sentiment: neutral

Topics: sc-13g

AI Summary

SC 13G filing by Sagimet Biosciences Inc..

Risk Assessment

Risk Level: low

Filing Stats: 2,757 words · 11 min read · ~9 pages · Grade level 9.1 · Accepted 2024-02-14 18:10:36

Key Financial Figures

Filing Documents

(a)

Item 1(a). Name of Issuer: Sagimet Biosciences Inc.

(b)

Item 1(b). Address of Issuer's Principal Executive Offices: 155 Bovet Road, Suite 303., San Mateo, CA 94402

(a)

Item 2(a). Names of Persons Filing: New Enterprise Associates 13, L.P. (“NEA 13”); NEA Partners 13, L.P. (“NEA Partners 13”), which is the sole general partner of NEA 13; NEA 13 GP, LTD (“NEA 13 GP”), which is the sole general partner of NEA Partners 13; Forest Baskett (“Baskett”), Patrick J. Kerins (“Kerins”), and Scott D. Sandell (“Sandell”) (together, the “Directors”). Anthony A. Florence, Jr. (“Florence”) and Mohamad H. Makhzoumi (“Makhzoumi”) are each members of the Executive Committee of NEA Management Company, LLC (the “Executive Committee”). The persons named in this Item 2(a) are referred to individually herein as a “Reporting Person” and collectively as the “Reporting Persons.”

(b)

Item 2(b). Address of Principal Business Office or, if none, Residence: The address of the principal business office of NEA 13, NEA Partners 13, NEA 13 LTD, Kerins and Sandell is New Enterprise Associates, 1954 Greenspring Drive, Suite 600, Timonium, MD 21093. The address of the principal business office of Baskett and Makhzoumi is New Enterprise Associates, 2855 Sand Hill Road, Menlo Park, California 94025. The address of the principal business office of Florence is New Enterprise Associates, 104 Fifth Avenue, 19th Floor, New York, NY 10011.

(c)

Item 2(c). Citizenship: Each of NEA 13 and NEA Partners 13 is a Cayman Islands exempted limited partnership. NEA 13 GP is a Cayman Islands exempted company. Each of the Directors is a United States citizen. Each of Florence and Makhzoumi is a United States citizen.

(d)

Item 2(d). Title of Class of Securities: Series A Common Stock, $0.0001 par value (“Common Stock”).

(e)

Item 2(e). CUSIP Number: 786700104 Item 3. If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: Not applicable. CUSIP No. 786700104 13G Page 11 of 18 Pages Item 4. (a) Amount Beneficially Owned: (i) NEA 13 is the record owner of 2,000,275 Common Stock as of February 5, 2024 (the “NEA 13 Shares”). As the sole general partner of NEA 13, NEA Partners 13 may be deemed to own beneficially the NEA 13 Shares. As the sole general partner of NEA Partners 13, NEA 13 GP likewise may be deemed to own beneficially the NEA 13 Shares. As the individual directors of NEA 13 GP, each of the Directors also may be deemed to own beneficially the NEA 13 Shares. As an individual member of the Executive Committee, which committee has been delegated certain approval rights with respect to dispositions of the NEA 13 Shares by the Directors, each of Florence and Makhzoumi may also be deemed to own beneficially the NEA 13 Shares. (ii) By virtue of their relationship as affiliated entities, whose controlling entities have overlapping individual controlling persons, each of NEA 13, NEA Partners 13 and NEA 13 LTD may be deemed to share the power to direct the disposition and vote of the NEA 13 Shares. (b) Percent of Class: See Line 11 of cover sheets. The percentages set forth on the cover sheet for each Reporting Person are calculated based on 30,375,402 Common Stock reported to be outstanding immediately after the closing of an underwritten offering of 9,000,000 shares of Common Stock, on the Issuer’s prospectus filed under Rule 424(b)(4), filed with the SEC on January 29, 2024. (c) Number of shares as to which such person has: (i) sole power to vote or to direct the vote: See Line 5 of cover sheets. (ii) shared power to vote or to direct the vote: See Line 6 of cover sheets. (iii) sole power to dispose or to direct the disposition of: See Line 7 of cover sheets

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