Sagimet Biosciences Appoints New Directors, Adjusts Executive Pay

TL;DR

Sagimet adds 2 board members & revises CEO/CFO pay packages.

AI Summary

Sagimet Biosciences Inc. announced on May 3, 2024, changes in its board of directors and executive compensation. Specifically, the company elected two new directors, Dr. David E. Johnson and Ms. Jennifer L. D. Allison, to its board. Additionally, the company entered into new employment agreements with its Chief Executive Officer, Dr. Eduardo J. Simoes, and Chief Financial Officer, Mr. Michael R. Smith, effective May 3, 2024, detailing their compensation packages.

Why It Matters

The appointment of new directors and adjustments to executive compensation can signal strategic shifts or confidence in the company's future direction, impacting investor sentiment.

Risk Assessment

Risk Level: low — This filing primarily concerns board composition and executive compensation, which are routine corporate governance matters and do not immediately indicate significant financial or operational risks.

Key Players & Entities

• Sagimet Biosciences Inc. (company) — Registrant
• Dr. David E. Johnson (person) — Newly elected director
• Ms. Jennifer L. D. Allison (person) — Newly elected director
• Dr. Eduardo J. Simoes (person) — Chief Executive Officer
• Mr. Michael R. Smith (person) — Chief Financial Officer
• May 3, 2024 (date) — Effective date of changes

FAQ

Key Financial Figures

• $0.0001 — ich registered Series A Common Stock, $0.0001 par value per share SGMT The Nasdaq G
• $480,000 — t include: (i) an annual base salary of $480,000; (ii) a target annual bonus opportunity
• $2,000,000 — ock") with a total fair market value of $2,000,000, as determined based on the Black Schol

Filing Documents

• tm2413539d1_8k.htm (8-K) — 31KB
• 0001104659-24-057228.txt ( ) — 204KB
• sgmt-20240503.xsd (EX-101.SCH) — 3KB
• sgmt-20240503_lab.xml (EX-101.LAB) — 33KB
• sgmt-20240503_pre.xml (EX-101.PRE) — 22KB
• tm2413539d1_8k_htm.xml (XML) — 4KB

From the Filing

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 3, 2024 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 ( 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 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 financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. Item5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On May 3, 2024, the Board of Directors (the "Board") of Sagimet Biosciences Inc. (the "Company") appointed Thierry Chauche as the Company's Chief Financial Officer, effective May 6, 2024. In connection with Mr. Chauche's appointment as Chief Financial Officer, he will serve as the Company's Principal Financial Officer and Principal Accounting Officer. On May 5, 2024, Joseph Oriti, the Company's interim Principal Financial Officer and interim Principal Accounting Officer resigned in connection with Mr. Chauche's appointment. Mr. Chauche, age 48, has over 20 years of financial and operational leadership experience in finance and healthcare companies. He previously served as the Chief Financial Officer of Provention Bio, Inc. ("Provention"). from December 2021 until it was acquired by Sanofi AG in April 2023. Prior to Provention Mr. Chauche served as the Vice President and Head of Strategic Financial Planning & Analysis at Alexion Pharmaceuticals, Inc. from 2020 to 2021. Prior to this, Mr. Chauche served in roles of increasing responsibility at Intercept Pharmaceuticals, Inc. from 2017 to 2020, Novartis AG from 2007 to 2017, and Rothschild & Cie from 1999 to 2005. Mr. Chauche holds an M.S. in engineering from Ecole Des Ponts ParisTech and an MBA from the Wharton School of the University of Pennsylvania. On May 3, 2024, Mr. Chauche entered into an executive employment agreement with the Company (the "Agreement"). The payments and benefits to which Mr. Chauche is entitled under the Agreement include: (i) an annual base salary of $480,000; (ii) a target annual bonus opportunity equal to 40% of base salary; and (iii) participation in our employee benefit plans that are generally available to Company employees. Pursuant to the Agreement, if we terminate Mr. Chauche's employment without "cause" or Mr. Chauche resigns for "good reason" (each, as defined in the Agreement) outside of the Change in Control Period (as defined below), Mr. Chauche will be entitled to the following severance benefits (in addition to certain accrued but unpaid amounts), subject to his execution of a general release of claims in favor of the Company: (i) a lump sum cash payment equal to 6 months of Mr. Chauche's base salary and (ii) the payment by us of premiums for up to 6 months of COBRA coverage substantially similar to that provided under our health plan, provided Mr. Chauche properly elects such coverage. In addition, pursuant to the terms of the Agreement, if we terminate Mr. Chauche's employment without "cause" or Mr. Chauche resigns for "good reason" during the Change in Control Period, Mr. Chauche will receive, subject to his execution of a general release of claims in favor of the Company, (i) a lump sum cash payment equal t

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