0001104659-23-080925.txt : 20230713 0001104659-23-080925.hdr.sgml : 20230713 20230713211138 ACCESSION NUMBER: 0001104659-23-080925 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20230713 FILED AS OF DATE: 20230713 DATE AS OF CHANGE: 20230713 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SEIDENBERG BETH C CENTRAL INDEX KEY: 0001184592 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-41742 FILM NUMBER: 231087856 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Sagimet Biosciences Inc. CENTRAL INDEX KEY: 0001400118 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 205991472 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 155 BOVET RD., SUITE 303 CITY: SAN MATEO STATE: CA ZIP: 94402 BUSINESS PHONE: (650) 561-8600 MAIL ADDRESS: STREET 1: 155 BOVET RD., SUITE 303 CITY: SAN MATEO STATE: CA ZIP: 94402 FORMER COMPANY: FORMER CONFORMED NAME: 3-V Biosciences, Inc. DATE OF NAME CHANGE: 20070521 3 1 tm2321276-11_3seq1.xml OWNERSHIP DOCUMENT X0206 3 2023-07-13 0 0001400118 Sagimet Biosciences Inc. SGMT 0001184592 SEIDENBERG BETH C SAGIMET BIOSCIENCES INC. 155 BOVET ROAD, SUITE 303 SAN MATEO, CA 94402 1 0 0 0 Common Stock 38763 I See footnote Series A Preferred Stock Common Stock 6781 I See footnote Series B Preferred Stock Common Stock 6208 I See footnote Series B-1 Preferred Stock Common Stock 108163 I See footnote Series C Preferred Stock Common Stock 108163 I See footnote Series D Preferred Stock Common Stock 76796 I See footnote Series E Preferred Stock Common Stock 84768 D Series E Preferred Stock Common Stock 1297549 I See footnote Series F Preferred Stock Common Stock 257052 I See footnote Stock Option (Right to Buy) 6.36 2029-04-28 Common Stock 23216 D Represents shares held directly by KPCB Pandemic and Bio Defense Fund, LLC ("KPCB PBD"). The managing member of KPCB PBD is KPCB PBD Associates, LLC ("KPCB PBD Associates"). All securities are held for convenience in the name of "KPCB Holdings, Inc., as nominee". The Reporting Person disclaims Section 16 beneficial ownership of the shares reported herein except to the extent of her pecuniary interest therein, if any, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of any of the reported shares for purposes of Section 16 or any other purpose. Each share of Series A Preferred Stock, Series B Preferred Stock, Series B-1 Preferred Stock, Series C Preferred Stock, Series D Preferred Stock, Series E Preferred Stock and Series F Preferred Stock (collectively, the "Preferred Stock") is convertible into Common Stock on a 79.4784-to-one basis (on an adjusted basis, after giving effect to the reverse stock split of the Common Stock effected by the Issuer on July 7, 2023) at the option of the holder, and will convert automatically upon closing of the Issuer's initial public offering into the number of shares shown in column 3. The Preferred Stock has no expiration date. Shares held directly by the Reporting Person. Such shares are held for convenience in the name of "KPCB Holdings, Inc., as nominee". The shares underlying this option are fully vested and exercisable as of the date hereof. Exhibit 24 - Power of Attorney /s/ Dennis Hom, Attorney-in-Fact 2023-07-13 EX-24 2 tm2321276d11_ex24.htm EXHIBIT 24

Exhibit 24

POWER OF ATTORNEY

Know all by these presents, that the undersigned hereby constitutes and appoints each of David Happel, Dennis Hom, Anthony Rimac and Elizabeth Rozek, signing singly, the undersigned’s true and lawful attorney-in-fact to:

(1)

execute for and on behalf of the undersigned, in the undersigned’s capacity as an officer and/or director of Sagimet Biosciences Inc. (the “Company”), (i) Form ID, including any attached documents, to effect the assignment of codes to the undersigned to be used in the transmission of information to the United States Securities and Exchange Commission using the EDGAR System, (ii) Forms 3, 4 and 5, (iii) Schedule 13D, (iv) Schedule 13G and (v) amendments of each thereof, in accordance with Section 16(a) of the Securities Exchange Act of 1934, as amended, and the rules thereunder;

(2)

do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 3, 4 or 5, Schedule 13D, Schedule 13G or any amendments thereto and timely file such form with the United States Securities and Exchange Commission and any stock exchange or similar authority; and

(3)

take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion.

The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned’s responsibilities to comply with Section 16 or Regulation 13D-G of the Securities Exchange Act of 1934, as amended. The undersigned hereby agrees to indemnify the attorney-in-fact and the Company from and against any demand, damage, loss, cost or expense arising from any false or misleading information provided by the undersigned to the attorney-in-fact.

This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4 and 5 with respect to the undersigned’s holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact. This Power of Attorney may be filed with the United States Securities and Exchange Commission as a confirming statement of the authority granted herein. This Power of Attorney supersedes any prior power of attorney in connection with the undersigned’s capacity as an officer and/or director of the Company. This Power of Attorney shall expire as to any individual attorney-in-fact if such attorney-in-fact ceases to be an executive officer of the Company.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of July 11, 2023.

	/s/ Beth Seidenberg
	Signature

	Beth Seidenberg
	Print Name