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 entered a product development and investigator-initiated trial collaboration with Hebei Senlang Biotechnology to advance TPST-4003, an in vivo CD7-targeted CAR-T therapy, via an IIT in China in approximately 10 myasthenia gravis or multiple sclerosis patients, with first dosing expected in the fourth quarter of 2026.
The agreement sets per-product development fees between $1.5 million and $2.0 million, grants Tempest worldwide perpetual rights to all generated data, and gives Senlang an exclusive 90-day option after data delivery to negotiate China commercialization rights. The initial term is three years, and Tempest anticipates initial safety and pharmacodynamic data as early as the first half of 2027.
Tempest Therapeutics, Inc. is convening a virtual Special Meeting of stockholders on July 27, 2026 at 12:00 p.m. Eastern Time to vote on a single proposal to amend its Restated Certificate of Incorporation. Holders of 14,806,997 shares of common stock outstanding as of the May 28, 2026 Record Date are entitled to one vote per share. Proposal 1 would adopt “CoI Amendments” that permit stockholder action by written consent and replace specified charter supermajority voting provisions with a majority-of-outstanding voting standard for certain bylaw and governance changes. Approval requires “For” votes from the holders of at least 75% of the votes entitled to be cast in an annual election of directors. If approved, the company plans to file a Certificate of Amendment with Delaware, although the Board is authorized to abandon the amendments even after approval. The Board of Directors unanimously recommends a vote in favor of Proposal 1. A security ownership table shows significant holdings by entities affiliated with Lotus Capital BVI Limited, Sabby Volatility Warrant Master Fund, Ltd., and President and Chief Executive Officer Matthew Angel.
Tempest Therapeutics, Inc. registers for resale up to 2,426,897 shares of its common stock, consisting of 2,344,828 shares issuable upon exercise of newly issued warrants and 82,069 shares issuable upon exercise of placement agent warrants. The registration covers resale by the selling stockholders; the company will only receive proceeds if and when the Warrants are exercised for cash.
Tempest Therapeutics is asking shareholders to approve an amendment to its certificate of incorporation that would replace specified supermajority voting requirements with majority-of-outstanding standards and permit stockholder action by written consent. The Board unanimously recommends approval. The proposal requires the affirmative vote of holders of at least 75% of voting power to pass under the Existing CoI and, if approved, the Company would file a Certificate of Amendment with the Delaware Secretary of State and make conforming bylaw changes. The record date for the Special Meeting is May 28, 2026, the meeting is virtual on July 27, 2026, and holders of 14,806,997 shares were outstanding on the Record Date.
Tempest Therapeutics, Inc. is registering up to 2,426,897 shares of common stock for resale by selling stockholders pursuant to a prospectus dated June 26, 2026. The registered shares consist of 2,344,828 shares issuable upon exercise of newly issued common stock purchase warrants and 82,069 shares issuable upon exercise of placement agent warrants. The registration covers resale by the warrant holders; the company is not selling shares here and will not receive proceeds from resales, though it will receive cash proceeds if the Warrants are exercised. If all Warrants were exercised for cash in full, gross proceeds to the company would be approximately $4.23 million. The prospectus discloses 15,979,411 shares outstanding as of June 18, 2026 used for percentage calculations and states a Nasdaq closing price of $1.05 per share on June 25, 2026. The New Warrants have an exercise price of $1.73, become exercisable upon required Nasdaq stockholder approval, and expire on May 29, 2028. The New Warrants and Placement Agent Warrants include customary adjustment provisions, cashless exercise mechanics, and holder election beneficial ownership limits of 4.99% or 9.99%.
Tempest Therapeutics CEO-linked entity buys stock and warrants. Factor Bioscience Inc. acquired 231,482 shares of Tempest Therapeutics common stock and warrants to purchase 462,964 additional shares under a Securities Purchase Agreement dated March 20, 2026. The combined purchase price was $2.16 for each share plus an accompanying warrant.
The Series A and Series B Warrants each cover 231,482 underlying shares at an exercise price of $2.16 per share. Both warrant series become exercisable only after stockholder approval; Series A Warrants then run for five years, and Series B Warrants for twenty-four months. Reporting person Matthew Angel, Tempest’s CEO and President, is the majority stockholder and Chairman of Factor and exercises voting and investment power over Factor’s holdings.
Tempest Therapeutics, Inc. reported the results of its 2026 Special Meeting of Stockholders, where stockholders approved two proposals related to issuing common stock under Nasdaq Rule 5635 in connection with previously issued warrants.
For Proposal 1, stockholders approved the potential issuance of up to 925,927 shares of common stock upon exercise of outstanding Series A Warrants and 925,927 shares upon exercise of outstanding Series B Warrants issued in a March 20, 2026 private placement, with 9,090,763 votes for, 398,678 against, and 18,310 abstentions. For Proposal 2, stockholders approved the potential issuance of up to 2,344,828 shares of common stock upon exercise of outstanding Common Warrants issued in a November 2025 inducement offer, with 9,091,165 votes for, 398,276 against, and 18,310 abstentions.
Tempest Therapeutics director John D. Yee received a grant of stock options covering 25,000 shares of common stock. The options have an exercise price of $1.27 per share and expire on June 4, 2036. This is a compensation-related award, not an open-market purchase.
According to the terms, one-third of the options vest on the first anniversary of the June 4, 2026 grant date, with the remaining two-thirds vesting in equal monthly installments over the following two years, conditioned on his continued service. After this grant, Yee holds stock options for 25,000 shares directly.
Tempest Therapeutics, Inc. director John D. Yee filed an initial Form 3, which is the required statement of beneficial ownership for new insiders. The filing shows no reported transactions, derivative positions, or holding entries at this time.