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 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.
Tempest Therapeutics reported first quarter 2026 results and highlighted rapid progress in its lead CAR‑T program, TPST‑2003. Positive interim data from partner‑run REDEEM‑1 and POEMS‑1 trials showed a 100% complete response rate among 15 efficacy‑evaluable, CAR‑T‑naïve patients with relapsed/refractory multiple myeloma or POEMS syndrome, with no Grade ≥3 CRS or ICANS reported in REDEEM‑1.
The company closed a strategic asset acquisition from Factor Bioscience and Erigen, adding next‑generation dual‑targeting CAR‑T assets, and selected Cincinnati Children’s AGCTC as lead manufacturing partner, which has received the TPST‑2003 lentiviral vector ahead of a planned U.S. registrational study. Tempest also announced a private placement of up to $6 million in common stock and warrants.
Financially, Tempest ended the quarter with $1.8 million in cash and cash equivalents. Net loss was $27.7 million, driven largely by $22.1 million of acquired in‑process R&D linked to the asset acquisition, $5.4 million in general and administrative expenses, and $0.1 million in research and development spending.
Tempest Therapeutics furnished an investor presentation and press release outlining updated clinical data for its lead dual-targeting CAR-T candidate TPST-2003.
Across two ongoing Phase 1/2 trials in relapsed/refractory multiple myeloma and POEMS syndrome, all 15 CAR-T-naïve efficacy-evaluable patients achieved complete responses. In REDEEM-1, 10 of 10 CAR-T-naïve multiple myeloma patients reached complete response using standard IMWG criteria. In POEMS-1, all five efficacy-evaluable patients achieved complete VEGF-based responses within two months of treatment.
Including a prior investigator-initiated trial, 44 patients have received TPST-2003. Among 29 CAR-T-naïve evaluable multiple myeloma patients with measurable disease at baseline, the overall response rate was 100%, with a median progression-free survival of 23.1 months across 24 patients and the same median in those with extramedullary disease. The safety profile showed no grade ≥3 cytokine release syndrome or ICANS in REDEEM-1, though four deaths occurred in the IIT, including two therapy-related pneumonias and two from disease progression. Tempest states these results support its objective of meeting with the FDA to discuss a potential U.S. registrational study for TPST-2003 later in 2026.
Tempest Therapeutics is registering 2,777,781 shares of common stock for resale by selling stockholders pursuant to registration rights granted in a March 20, 2026 private placement.
The registration covers (i) 462,964 issued shares, (ii) 925,927 shares issuable upon exercise of Series A Warrants, (iii) 925,927 shares issuable upon exercise of Series B Warrants, and (iv) 462,963 shares issuable upon exercise of Pre-Funded Warrants. The company will not receive proceeds from resale by the selling stockholders; the company will receive proceeds only from any cash exercise of the Common Warrants and nominal proceeds from cash exercise of the Pre-Funded Warrants. Shares outstanding were 14,344,034 as of March 30, 2026, and the Nasdaq closing price was $1.56 per share on April 8, 2026.