Tempest delays vote on charter changes again

Tempest Therapeutics, Inc. (TPST) reports that its reconvened special meeting of stockholders held on September 15, 2026 was adjourned again because the proposed charter amendment did not yet receive sufficient votes.

Rhea-AI Filing Summary

Tempest Therapeutics, Inc. (TPST) reports that its reconvened special meeting of stockholders held on September 15, 2026 was adjourned again because the proposed charter amendment did not yet receive sufficient votes. The amendment would replace specified supermajority voting requirements and permit stockholder action by written consent.

A quorum was achieved, with 10,760,144 shares, or 72.7% of the 14,806,997 shares of common stock outstanding as of the May 28, 2026 record date, present or represented by proxy. Because the Proposal requires approval by holders of at least 75% of the votes entitled to be cast, the meeting was adjourned and will reconvene on October 14, 2026 at 12:00 p.m. Eastern Time via live webcast. The record date and Proposal are unchanged, and previously submitted proxies remain valid unless revoked.

8-K Event Classification

2 items: 5.07, 8.01

2 items

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.

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Key Figures

Shares outstanding on record date: 14,806,997 shares Shares present or represented: 10,760,144 shares Quorum percentage: 72.7% +3 more

6 metrics

Shares outstanding on record date 14,806,997 shares Common stock outstanding as of May 28, 2026, the record date for the special meeting

Shares present or represented 10,760,144 shares Shares present virtually or by proxy at the September 15, 2026 special meeting

Quorum percentage 72.7% Portion of outstanding common stock represented at the September 15, 2026 meeting

Approval threshold for Proposal 75% of votes entitled to be cast Required affirmative vote to approve the charter amendment Proposal

Reconvened meeting date and time October 14, 2026, 12:00 p.m. Eastern Time Scheduled time for the next reconvened special meeting via webcast

Record date May 28, 2026 Date determining stockholder eligibility to vote at the special meeting

Key Terms

supermajority voting requirements, stockholder action by written consent, quorum, definitive proxy statement, +1 more

5 terms

supermajority voting requirements regulatory

"to replace specified supermajority voting requirements and permit stockholder action"

stockholder action by written consent regulatory

"and permit stockholder action by written consent in the form attached"

quorum regulatory

"were present virtually or represented by proxy, constituting a quorum"

A quorum is the minimum number of members needed to officially hold a meeting or make decisions. It ensures that decisions are made with enough participation to represent the group’s interests, much like a majority must be present for a vote to be valid. For investors, understanding quorum is important because it affects when and how important company or organization decisions can be legally made.

definitive proxy statement regulatory

"Tempest has filed a definitive proxy statement and other relevant documents"

A Definitive Proxy Statement is a detailed document that a company sends to its shareholders before a big meeting, like voting on important decisions. It explains what's being voted on and gives important information so shareholders can make informed choices. It matters because it helps shareholders understand and participate in key company decisions.

proxy solicitation firm financial

"engaged Sodali & Co., a proxy solicitation firm, to assist"

FAQ

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

What did TPST announce regarding its September 15, 2026 special meeting?

Tempest Therapeutics announced that its September 15, 2026 reconvened special meeting was adjourned again because there were not sufficient votes to approve the Proposal to amend its Restated Certificate of Incorporation related to supermajority voting and stockholder action by written consent.

What is the purpose of Tempest Therapeutics' special meeting for TPST stockholders?

The special meeting seeks approval of a Certificate of Amendment to Tempest’s Restated Certificate of Incorporation to replace specified supermajority voting requirements and to permit stockholder action by written consent, as described in the definitive proxy statement and its attached Exhibit A.

How many TPST shares were represented at the September 15, 2026 special meeting?

At the September 15, 2026 special meeting, 10,760,144 shares were present virtually or represented by proxy, representing 72.7% of the 14,806,997 shares of common stock outstanding as of the May 28, 2026 record date, thereby constituting a quorum.

What shareholder approval threshold is required for Tempest Therapeutics' Proposal?

The Proposal requires the affirmative vote of at least 75% of the votes that all stockholders would be entitled to cast in any annual election of directors or class of directors. The high threshold led the company to adjourn the meeting to allow more time for voting.

When will Tempest Therapeutics reconvene its special meeting and how can TPST stockholders attend?

The special meeting will reconvene on October 14, 2026 at 12:00 p.m. Eastern Time via live webcast at www.virtualshareholdermeeting.com/TPST2026SM2. Stockholders can use the same access code used for the originally scheduled July 27, 2026 special meeting.

What is the record date and proxy status for the Tempest Therapeutics special meeting?

The record date remains May 28, 2026. Proxies previously submitted will be voted at the reconvened special meeting unless properly revoked, and stockholders who have already voted and do not wish to change their vote do not need to take any further action.

Has Tempest Therapeutics engaged any firm to help with TPST proxy solicitation?

Yes. Tempest Therapeutics engaged Sodali & Co., a proxy solicitation firm, to assist with obtaining adequate votes to achieve the required quorum of a majority of the outstanding shares of common stock entitled to vote at the special meeting.

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): September 15, 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.

The information disclosed in Item 8.01 of this Current Report on Form 8-K is incorporated herein by reference.

Item 8.01 Other Events.

On September 15, 2026, Tempest Therapeutics, Inc. (the “Company”) called to order its reconvened special meeting of stockholders (the “Special Meeting”) originally convened and adjourned on July 27, 2026, and reconvened and adjourned on August 17, 2026. The purpose of the Special Meeting is to approve a Certificate of Amendment to the Company’s Restated Certificate of Incorporation to replace specified supermajority voting requirements and permit stockholder action by written consent in the form attached as Exhibit A to the proxy statement previously distributed to the Company’s stockholders in connection with the Special Meeting (the “Proposal”).

At the Special Meeting, a total of 10,760,144 shares, or 72.7% of the 14,806,997 shares of common stock outstanding as of May 28, 2026, the record date for the Special Meeting, were present virtually or represented by proxy, constituting a quorum. However, because there were not sufficient votes to approve the Proposal at the time of the Special Meeting, the Company decided to adjourn the Special Meeting to provide stockholders with additional time to vote and to facilitate broader participation.

The Special Meeting will reconvene on October 14, 2026 at 12:00 p.m. Eastern Time via live webcast at the following virtual meeting link, www.virtualshareholdermeeting.com/TPST2026SM2. Stockholders can use the same access code to attend the reconvened meeting on October 14, 2026 that was used for the originally scheduled Special Meeting convened on July 27, 2026.

The Proposal requires the affirmative vote of the holders of at least seventy-five percent (75%) of the votes that all the stockholders would be entitled to cast in any annual election of directors or class of directors.

No changes have been made to the Proposal to be voted on by the stockholders at the Special Meeting. The record date for determining stockholder eligibility to vote at the Special Meeting remains the close of business on May 28, 2026. Proxies previously submitted will be voted at the reconvened Special Meeting unless properly revoked, and stockholders who have already submitted a proxy or otherwise voted and do not wish to change their vote need not take any action.

Important Additional Information and Where to Find It:

Tempest has filed a definitive proxy statement and other relevant documents with the U.S. Securities and Exchange Commission (“SEC”) in connection with the Special Meeting. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT AND OTHER RELEVANT DOCUMENTS FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY because they contain important information about the matters to be voted on at the Special Meeting. Stockholders may obtain copies of these documents free of charge at the SEC’s website at www.sec.gov or on Tempest’s website at https://www.tempesttx.com.

Participants in the Solicitation:

The Company and its directors and executive officers may be deemed to be participants in the solicitation of proxies from the Company’s stockholders in connection with the Special Meeting. Information about the Company’s directors and executive officers is outlined in Tempest’s Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC on March 30, 2026, as updated by the Company’s Current Report on Form 8-K filed with the SEC on June 4, 2026, the Company’s Current Report on Form 8-K filed with the SEC on August 24, 2026, and information about their ownership of Tempest’s common stock is outlined in the definitive proxy statement for the Special Meeting filed with the SEC on July 17, 2026. The Company has also engaged Sodali & Co., a proxy solicitation firm, to assist with obtaining adequate votes to achieve the required quorum of a majority of the outstanding shares of the Company’s common stock entitled to vote at the Special Meeting.

2

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: September 16, 2026				By:		/s/ Matthew Angel
				Name:		Matthew Angel
				Title:		President and Chief Executive Officer

3

Filing Exhibits & Attachments

4 documents

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 4.1 KB
• EX-101 XBRL TAXONOMY EXTENSION DEFINITION LINKBASE 13.4 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 22.1 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 14.3 KB