UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-A

 

FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES

PURSUANT TO SECTION 12(b) OR (g) OF THE

SECURITIES EXCHANGE ACT OF 1934

 

Sagimet Biosciences Inc.

(Exact name of registrant as specified in its charter)

 

 

Delaware	20-5991472
(State of incorporation or organization)	(I.R.S. Employer Identification No.)
155 Bovet Road, Suite 303 San Mateo, California 94402	94402
(Address of principal executive offices)	(Zip Code)

 

Securities to be registered pursuant to Section 12(b) of the Act:

 

Title of each class to be so registered		Name of each exchange on which each class is to be registered
Series A Common Stock, par value $0.0001 per share		The Nasdaq Stock Market LLC

 

If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c) or (e), check the following box. x

 

If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d) or (e), check the following box. ¨

 

If this form relates to the registration of a class of securities concurrently with a Regulation A offering, check the following box. ¨

 

Securities Act registration statement file or Regulation A offering statement number to which this form relates (if applicable): 333-272901

 

Securities to be registered pursuant to Section 12(g) of the Act: None

 

 

Item 1.

Description of Registrant’s Securities to be Registered.

 

For a description of Sagimet Biosciences Inc.’s (the “Registrant”) Series A common stock, par value $0.0001 per share (the “Common Stock”), to be registered hereunder, reference is made to the information set forth under the heading “Description of Capital Stock” in the Registrant’s prospectus that constitutes a part of the Registrant’s Registration Statement on Form S-1 (File No. 333-272901) initially filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), on June 23, 2023, including exhibits, and as amended from time to time (the “Registration Statement”), which information is hereby incorporated by reference. The description of the Common Stock included in any form of prospectus subsequently filed by the Registrant with the Commission pursuant to Rule 424(b) under the Securities Act that constitutes part of the Registration Statement shall be deemed to be incorporated by reference herein.

 

Item 2.

Exhibits.

 

In accordance with the “Instructions as to Exhibits” with respect to Form 8-A, no exhibits are required to be filed as part of this registration statement because no other securities of the Registrant are registered on The Nasdaq Stock Market LLC and the securities registered hereby are not being registered pursuant to Section 12(g) of the Securities Exchange Act of 1934, as amended.

 

 

SIGNATURE

 

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized.

 

	SAGIMET BIOSCIENCES INC.
Date: July 11, 2023	By:	/s/ David Happel
		David Happel
		President and Chief Executive Officer