Welcome to our dedicated page for Tempest Therapeutics SEC filings (Ticker: TPST), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
Tempest Therapeutics, Inc. filings document material-event disclosures for a clinical-stage biotechnology company developing CAR-T cell therapy and small-molecule product candidates. The company’s 8-K filings include Regulation FD presentations, press releases on TPST-2003 clinical data, annual financial results, business updates, and exhibits describing corporate presentations and pipeline activity.
The filing record also covers capital-structure and governance matters, including Nasdaq-listed common stock, Series A Junior Participating Preferred Purchase Rights, a limited-duration stockholder rights plan, equity incentive plan amendments, and listing-compliance notices. Material agreement disclosures include the completed acquisition of dual-targeting CAR-T assets and related common stock consideration.
Tempest Therapeutics director Richey William Drake reported ownership of 2,000 shares of Common Stock. This Form 3 is an initial statement of beneficial ownership and does not show any recent buy or sell transaction, only that he directly holds these shares as of the reported date.
Tempest Therapeutics director Richey William Drake received a grant of stock options for 25,000 shares of Common Stock. The options have an exercise price of $1.27 per share and expire on June 4, 2036. They vest over three years, with one-third on the first anniversary and the rest in equal monthly installments, contingent on continued service. Following this grant, he holds 25,000 options directly.
Tempest Therapeutics is calling a virtual Special Meeting on June 18, 2026 to seek stockholder approval for issuing common shares underlying two warrant financings. Proposal 1 covers up to 1,851,854 shares issuable upon exercise of PIPE Warrants with a $2.16 per-share exercise price.
Proposal 2 covers up to 2,344,828 shares from Inducement Warrants at $1.73 per share and up to 82,069 shares from related placement agent warrants at $2.1625 per share. The company states these approvals are required under Nasdaq Listing Rules 5635(c) and 5635(d) and are important for accessing capital.
Stockholders of record as of May 28, 2026, when 14,806,997 common shares were outstanding and entitled to vote, may participate and vote online. The board unanimously recommends voting in favor of both proposals.
Tempest Therapeutics announced several leadership and governance changes. Chief Financial Officer Nicholas Maestas will resign effective June 5, 2026, and Justin Trojanowski, currently Corporate Controller, Treasurer and Principal Accounting Officer, will become Vice President, Finance and Principal Financial Officer on that date.
The board appointed John David Yee, MD, MPH, and William Drake Richey as independent Class II directors effective June 4, 2026, each receiving an option to purchase 25,000 shares under the 2023 Equity Incentive Plan and standard non‑employee director compensation. Tempest recently received notice from Nasdaq that prior board resignations left it out of compliance with Nasdaq listing rules, but the company has begun reconstituting its board and committees, believes it has regained compliance with one director-independence rule, and plans to add another independent director to restore full committee compliance.
Tempest Therapeutics, Inc. entered a warrant exercise and inducement agreement with an existing investor. The holder agreed to exercise warrants to buy 1,172,414 common shares for cash at $1.73 per share, providing gross proceeds of about $2.0 million before fees and expenses.
In return, Tempest issued a new unregistered warrant to purchase up to 2,344,828 additional shares at $1.73 per share, exercisable after required stockholder approval under Nasdaq rules and expiring on May 29, 2028. The company also issued 82,069 warrants to H.C. Wainwright & Co. as placement agent and agreed to future cash and warrant fees on cash exercises of the new warrants within 24 months. The new securities were issued in a private placement relying on Section 4(a)(2) of the Securities Act.
Tempest Therapeutics, Inc. is holding a virtual Special Meeting on June 18, 2026 to seek stockholder approval of two proposals to permit the issuance of shares issuable upon exercise of warrants. Proposal 1 seeks approval for up to 1,851,854 shares issuable upon exercise of the PIPE Warrants (exercise price $2.16). Proposal 2 seeks approval for up to 2,344,828 shares issuable upon exercise of the Inducement Warrants (exercise price $1.73) and up to 82,069 shares issuable upon exercise of placement agent warrants (exercise price $2.1625).
The record date for voting is May 28, 2026. The proposals are required to comply with Nasdaq Listing Rule 5635(c) and (d) because the issuances may equal or exceed 20% of outstanding stock or involve issuance below the Minimum Price. If approved, the stated beneficial ownership limits (generally 4.99% or, at holder election, 9.99%) and other warrant terms will govern exercises. The board unanimously recommends a vote FOR both proposals.
Tempest Therapeutics, Inc. reported that Ms. Simantov resigned from its Board of Directors effective May 23, 2026. The company stated it has not been informed that her resignation is due to any disagreement regarding operations, policies or practices.
In connection with her departure, the company and Ms. Simantov entered into a Separation Agreement. She agreed to waive all accrued and unpaid retainer fees under the non-employee director compensation program, while her existing stock option awards and share ownership remain unchanged. Her indemnification agreement also stays in effect, with related rights in the Certificate of Incorporation and Bylaws continuing for six years from separation.
Tempest Therapeutics, Inc. reports that Nasdaq has notified the company it no longer satisfies the minimum stockholders’ equity requirement for continued listing on the Nasdaq Capital Market. Nasdaq Listing Rule 5550(b)(1) requires stockholders’ equity of at least $2,500,000, while the company’s Form 10-Q for the quarter ended March 31, 2026 reported stockholders’ equity of $822,000.
The company also does not meet Nasdaq’s alternative continued-listing standards related to market value of listed securities or net income from continuing operations. Tempest has 45 calendar days, until July 6, 2026, to submit a plan to regain compliance and may receive up to 180 additional days if Nasdaq accepts that plan.
Separately, resignations of two directors mean the board, audit committee, compensation committee and nominating and corporate governance committee no longer meet Nasdaq’s independence and membership requirements. Tempest must also submit a written plan to cure these governance deficiencies within 45 days. The company’s shares remain listed on the Nasdaq Capital Market under the symbol TPST for now, but there is no assurance it will regain compliance within the required periods.
Tempest Therapeutics, Inc. reported that three board members — Mr. Stephen Brady, Mr. Michael Raab and Ms. Christine Pellizzari — resigned from the Board of Directors effective May 22, 2026. The company stated it has not been informed that these resignations resulted from any disagreement over operations, policies or practices. As part of the transition, each director signed a Separation Agreement waiving all accrued and unpaid retainer fees under the non-employee director compensation program. Their existing stock option awards, share ownership and indemnification agreements remain in place, with indemnification rights under the Certificate of Incorporation and Bylaws continuing for six years from separation.
Tempest Therapeutics reported a much wider quarterly loss as it reshaped its business around CAR‑T assets. For the three months ended March 31, 2026, net loss was $27.7 million, driven largely by $22.2 million of acquired in‑process research and development expense tied to the Erigen CAR‑T asset acquisition. Core research and development spending dropped sharply to $0.1 million as prior programs were wound down, while general and administrative costs rose to $5.4 million on deal and transaction-related expenses.
Cash and cash equivalents fell to $1.8 million from $7.7 million at year‑end, and management states there is substantial doubt about the company’s ability to continue as a going concern without new funding. Tempest completed a roughly $2.0 million private placement and has a funding commitment of up to $20.0 million from Factor Bioscience, with $13.8 million remaining, but access depends on meeting specified conditions. The company also issued 6.78 million equity warrants as a dividend and completed an 8.27 million‑share stock issuance to acquire the TPST‑2003 CAR‑T portfolio, significantly increasing its share count to 14.3 million outstanding at quarter‑end.