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, Inc. (TPST) is asking stockholders to vote at its virtual annual meeting on November 9, 2026, on four matters: electing John David Yee and William Drake Richey as directors, ratifying Ernst & Young LLP for fiscal 2026, approving Lincoln Park stock issuances, and approving common shares issuable upon exercise of the PIPE Warrants. As of October 23, 2026, 19,995,358 common shares were outstanding and entitled to vote.
Under the Lincoln Park Purchase Agreement, issuances are capped at 19.99% of shares outstanding immediately before the agreement, or 3,195,881 shares, unless stockholders approve issuance above the Exchange Cap or the specified average-price condition applies. After the Company issues shares equal to the Exchange Cap and at all times thereafter, the average price per share for shares sold to Lincoln Park must equal or exceed $1.3854. Series C and Series D Warrants become exercisable on the PIPE Stockholder Approval Date and have terms of six and three years, respectively, from the later of that date and the Effectiveness Date.
Tempest Therapeutics, Inc. (TPST) adjourned its reconvened special meeting of stockholders after votes were insufficient on October 14, 2026, to approve a proposed certificate amendment. The meeting is scheduled to reconvene November 12, 2026, at 2:00 p.m. Eastern Time by live webcast. The proposal would replace specified supermajority voting requirements and permit stockholder action by written consent; approval requires affirmative votes from holders of at least 75% of the votes all stockholders would be entitled to cast in an annual election of directors or a class of directors.
At the October meeting, 11,004,101 shares, or 74.3% of the 14,806,997 common shares outstanding as of May 28, 2026, were present virtually or represented by proxy, constituting a quorum. Tempest said it adjourned to provide additional time to vote and facilitate broader participation. The proposal and the May 28, 2026 record date remain unchanged.
Effective October 13, 2026, Tempest Therapeutics, Inc. appointed John Frederick as a Class III director. He will serve until the 2027 annual meeting and until a successor is elected and qualified, unless he leaves earlier. Frederick has more than three decades of executive experience and served as Skillsoft’s Chief Financial Officer from May 2025 to September 2026. His non-employee director compensation includes an initial option award to purchase 25,000 shares under Tempest’s 2023 Equity Incentive Plan, subject to the applicable award agreement and compensation policy.
Tempest’s forward-looking statements list its need for additional capital to fund planned programs and operations and continue operating as a going concern among the risks.
Tempest Therapeutics, Inc. is seeking stockholder votes at its virtual annual meeting on November 9, 2026, on four matters: electing John David Yee and William Drake Richey as directors, ratifying Ernst & Young LLP as auditor for fiscal 2026, the Lincoln Park stock issuance, and issuance of common stock upon exercise of the PIPE Warrants.
The Lincoln Park Purchase Agreement limits aggregate issuances to 19.99% of shares outstanding immediately before the agreement, or 3,195,881 shares, unless stockholders approve excess issuance or, once the cap is reached, the average price per share for all shares sold under the agreement equals or exceeds $1.3854 at all times thereafter. The company agreed to seek PIPE stockholder approval within 90 days after the securities purchase agreement. Series C Warrants would become exercisable on the effective date of that approval and have a six-year term; Series D Warrants would have a three-year term. Both terms run from the later of the approval date and the Effectiveness Date.
Proposals 1, 3 and 4 are non-routine, so brokers cannot vote them without instructions; auditor ratification is routine. Ernst & Young’s audit fees were $930,000 for 2025 and $755,000 for 2024.
Tempest Therapeutics, Inc. reported $7,500,000 USD sold and $0 USD remaining to be sold in an exempt offering under Rule 506(b). The offering included 3,105,591 pre-funded warrants and accompanying 3,105,591 Series C and 3,105,591 Series D Common Stock Purchase Warrants, including underlying common shares, at a combined exercise price of $0.804. The first sale occurred September 15, 2026; the total offering amount excludes PA warrants. A separate sales-compensation disclosure lists warrants to purchase 217,391 common shares at $1.0063 per share, exercisable upon stockholder approval.
Tempest Therapeutics, Inc. director Nancy Freda Smith received an award of options covering 25,000 common shares on September 22, 2026, with a $1 exercise price and an expiration date of September 22, 2036. The options vest over three years: one-third on the first anniversary of the grant date and the remainder in equal monthly installments thereafter, subject to her continued service.
Tempest Therapeutics, Inc. identifies Nancy Freda Smith as a director in an ownership report. No transactions or securities holdings are listed for her.
Tempest Therapeutics, Inc. (TPST) registered up to 9,534,164 common shares for resale by selling stockholders; Tempest is not selling shares and receives no proceeds from resales. The shares may be issued upon exercise of up to 3,105,591 pre-funded warrants, 3,105,591 Series C warrants, 3,105,591 Series D warrants and 217,391 placement agent warrants, including 9,316,773 shares offered by Armistice Capital Master Fund Ltd. and 139,402 by Augustus Trading LLC.
The private placement closed September 15, 2026. Pre-funded warrants have a $0.001 exercise price and became exercisable immediately after closing; Series C and D warrants have a $0.805 exercise price and become exercisable on the effective date of stockholder approval of the share issuance. Tempest agreed to seek approval within 90 days after September 11, 2026. If all warrants are exercised for cash in full, gross proceeds to Tempest would be approximately $5.22 million; net proceeds, if any, are intended for working capital and general corporate purposes. The incorporated 2025 audited financial statements include an auditor’s explanatory paragraph describing conditions that raise substantial doubt about Tempest’s ability to continue as a going concern.
Tempest Therapeutics, Inc. (TPST) entered a Master Services Agreement with Factor Bioscience Inc. for research and development under mutually agreed work orders, including in vivo CAR-T development. Tempest expects to pay $5.0 million per year in equal monthly installments of $416,667, prorated for the first and last service months, plus reimbursable project costs and a 10% project management fee. Either party may terminate on 30 days’ prior written notice; Tempest may suspend services for one calendar month up to three times, with at least 14 days’ prior written notice before the current month ends, while remaining responsible for performed services and authorized, non-cancellable costs.
The agreement is a related-person transaction: CEO Dr. Matt Angel is the majority owner, CEO and chairman of Factor Bioscience LLC, the parent of Factor Bioscience Inc. He owned 34.2% of Tempest’s common stock as of May 28, 2026, including shares held by Factor. The Audit Committee approved the agreement without his participation. Tempest appointed Nancy Freda-Smith as a Class III director and Audit Committee chair, with an initial option to purchase 25,000 shares, subject to plan and award terms. CFO Nicholas Rossettos resigned effective immediately, and Constance Ames was appointed CFO, principal financial and accounting officer, treasurer and corporate secretary. Tempest said it believes its reconstituted board and committees are now in full compliance with applicable Nasdaq requirements.