Tempest Therapeutics wins vote on potential 20%+ stock sale

Available on EDGAR 11/10/2026 - 04:06 PM EST Accepted by SEC EDGAR 11/10/2026 - 04:05 PM EST Learn about SEC filing dates

Rhea-AI Filing Summary

Tempest Therapeutics, Inc. (TPST) stockholders approved four proposals at the November 9, 2026 annual meeting, including potential issuance and sale of 20% or more of issued and outstanding common stock under the purchase agreement with Lincoln Park Capital Fund, LLC. They also approved issuance of up to 3,105,591 shares upon exercise of outstanding Series C Warrants, up to 3,105,591 shares upon exercise of outstanding Series D Warrants, and up to 217,391 shares upon exercise of placement agent warrants.

Stockholders elected John David Yee (9,910,731 votes for; 235,236 withheld) and William Drake Richey (9,840,725 votes for; 305,242 withheld) as Class II directors to serve until the 2029 annual meeting. They also ratified Ernst & Young LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2026, with 10,111,485 votes for ratification.

8-K Event Classification

Item 5.07 — Submission of Matters to a Vote of Security Holders

1 item

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Key Figures

Potential common-stock issuance under the Lincoln Park proposal: 20% or more of issued and outstanding common stock Series C Warrant shares: Up to 3,105,591 shares Series D Warrant shares: Up to 3,105,591 shares +3 more

6 metrics

Potential common-stock issuance under the Lincoln Park proposal 20% or more of issued and outstanding common stock Approved under the purchase agreement with Lincoln Park Capital Fund, LLC

Series C Warrant shares Up to 3,105,591 shares Shares issuable upon exercise of outstanding Series C Warrants

Series D Warrant shares Up to 3,105,591 shares Shares issuable upon exercise of outstanding Series D Warrants

Placement agent warrant shares Up to 217,391 shares Shares issuable upon exercise of certain placement agent warrants

Votes for Lincoln Park proposal 9,639,712 votes Annual meeting vote

Votes for PIPE proposal 9,636,241 votes Annual meeting vote

Key Terms

Nasdaq Listing Rule 5635(d), Series C Warrants, Series D Warrants, placement agent warrants

4 terms

Nasdaq Listing Rule 5635(d) regulatory

"for purposes of complying with Nasdaq Listing Rule 5635(d)"

Nasdaq Listing Rule 5635(d) is a stock-exchange rule that determines when a company must get shareholder approval before issuing new shares tied to conversions or exercises of existing convertible securities, options or warrants. It matters to investors because it controls potential dilution of their holdings and changes in voting power—think of it like a rule that decides whether a previously agreed‑upon coupon can be redeemed without asking the group again.

Series C Warrants financial

"shares of common stock issuable upon the exercise of outstanding Series C Warrants"

Series C warrants are tradable certificates issued alongside a later-stage financing round that give the holder the right to buy company shares at a fixed price within a set time window. They matter to investors because they can provide low-cost upside if the company’s share price rises, but they can also dilute existing shareholders when converted, similar to a coupon that lets someone buy concert tickets later at today’s price — good for the coupon holder, changing the crowd size and ticket value for everyone else.

Series D Warrants financial

"shares of common stock issuable upon the exercise of outstanding Series D Warrants"

Series D warrants are tradable rights issued with a company's Series D financing round that allow the holder to buy a set number of shares at a fixed price for a limited period. They matter to investors because they create potential extra upside if the company’s value rises, but can also dilute existing shareholders when converted—think of them as coupons you can redeem for stock if the price becomes favorable, affecting ownership and future per-share value.

placement agent warrants financial

"shares issuable upon the exercise of certain placement agent warrants"

Placement agent warrants are options given to the broker or intermediary who helps a company sell shares privately; they grant the holder the right to buy a set number of company shares at a fixed price in the future. For investors, these warrants matter because exercising them increases the total shares outstanding and can dilute existing ownership and earnings per share, similar to adding more slices to a pizza and reducing the size of each existing slice.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What share issuances did TPST stockholders approve?

Stockholders approved potential issuance and sale of 20% or more of issued and outstanding common stock under the Lincoln Park purchase agreement. They also approved issuance of up to 3,105,591 shares upon exercise of each of the outstanding Series C and Series D Warrants, and up to 217,391 shares upon exercise of placement agent warrants.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 9, 2026 

Tempest Therapeutics, Inc. 

(Exact name of Registrant as Specified in Its Charter)

Delaware		001-35890		45-1472564
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

2000 Sierra Point Parkway, Suite 400
Brisbane, California		94005
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s Telephone Number, Including Area Code: (415) 798-8589

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, $0.001 par value		TPST		The Nasdaq Stock Market LLC
Series A Junior Participating Preferred Purchase Rights		N/A		The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.07 Submission of Matters to a Vote of Security Holders.

On November 9, 2026, Tempest Therapeutics, Inc., a Delaware corporation (the “Company”) held its 2026 Annual Meeting of Stockholders (the “Annual Meeting”). The final results for each of the proposals submitted to a vote of the Company’s stockholders at the Annual Meeting are set forth below. These proposals are described in detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on October 26, 2026 (the “Proxy Statement”).

Proposal 1. Election of Directors.

The Company’s stockholders elected each of the persons listed below as a Class II director, to serve until the Company’s 2029 Annual Meeting of Stockholders or until his successor is duly elected and qualified or until his earlier death, resignation or removal. The final voting results were as follows:

Name		Votes For		Votes Withheld		Broker Non-Votes
John David Yee		9,910,731		235,236		N/A
William Drake Richey		9,840,725		305,242		N/A

Proposal 2. Ratification of the Selection of Independent Registered Public Accounting Firm.

The Company’s stockholders ratified the selection of Ernst & Young LLP by the Audit Committee of the Company’s Board of Directors as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026. The final voting results were as follows:

Votes For		Votes Against		Abstentions		Broker Non-Votes
10,111,485		15,607		18,875		N/A

Proposal 3. Approval of the Lincoln Park Stock Issuance Proposal.

The Company’s stockholders approved, for purposes of complying with Nasdaq Listing Rule 5635(d), the potential issuance and sale of 20% or more of the Company’s issued and outstanding common stock, par value $0.001 per share (“common stock”), pursuant to the Company’s purchase agreement with Lincoln Park Capital Fund, LLC. The final voting results were as follows:

Votes For		Votes Against		Abstentions		Broker Non-Votes
9,639,712		490,295		15,960		N/A

Proposal 4. Approval of the PIPE Proposal.

The Company’s stockholders approved, pursuant to Nasdaq Listing Rule 5635(d), the issuance of up to (A) (i) 3,105,591 shares of common stock issuable upon the exercise of outstanding Series C Warrants and (ii) 3,105,591 shares of common stock issuable upon the exercise of outstanding Series D Warrants, which warrants were issued in connection with the Company’s private placement pursuant to the Securities Purchase Agreement, dated September 11, 2026, by and between the Company and the investor party thereto, and (B) up to 217,391 shares of the Company’s common stock issuable upon the exercise of certain placement agent warrants issued to designees of H.C. Wainwright & Co., LLC, the Company’s placement agent in connection with the private placement. The final voting results were as follows:

Votes For		Votes Against		Abstentions		Broker Non-Votes
9,636,241		495,192		14,534		N/A

1

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	TEMPEST THERAPEUTICS, INC.
Date: November 10, 2026	By:	/s/ Matthew Angel
	Name:	Matthew Angel
	Title:	Chief Executive Officer

2

Filing Exhibits & Attachments

4 documents

Other Documents

• EX-101 XBRL SCHEMA FILE 3.7 KB
• EX-101 XBRL DEFINITION FILE 26.0 KB
• EX-101 XBRL LABEL FILE 35.8 KB
• EX-101 XBRL PRESENTATION FILE 24.7 KB