Tempest Therapeutics (NASDAQ: TPST) holders approve warrant share issuances

Rhea-AI Filing Summary

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.

Insights

Equity capital markets analyst

Stockholders cleared warrant-related share issuances, formalizing prior financing terms.

The Special Meeting approvals allow Tempest Therapeutics to issue common shares upon exercise of existing Series A, Series B and Common Warrants tied to a March 20, 2026 securities purchase agreement and a November 2025 inducement offer. These votes primarily ratify earlier financing arrangements.

Both proposals passed with similar tallies, roughly 9.1 million votes in favor versus about 0.4 million against, indicating broad support among voting stockholders. The actual impact depends on how many warrant holders choose to exercise their warrants over time, as the approvals only define the maximum issuable shares.

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

Series A Warrant shares: 925,927 shares Series B Warrant shares: 925,927 shares Common Warrant shares: 2,344,828 shares +4 more

7 metrics

Series A Warrant shares 925,927 shares Maximum common stock issuable upon exercise of outstanding Series A Warrants under Proposal 1

Series B Warrant shares 925,927 shares Maximum common stock issuable upon exercise of outstanding Series B Warrants under Proposal 1

Common Warrant shares 2,344,828 shares Maximum common stock issuable upon exercise of outstanding Common Warrants under Proposal 2

Proposal 1 votes for 9,090,763 votes Votes in favor of Proposal 1 warrant share issuance approval

Proposal 1 votes against 398,678 votes Votes against Proposal 1 warrant share issuance approval

Proposal 2 votes for 9,091,165 votes Votes in favor of Proposal 2 common warrant share issuance approval

Proposal 2 votes against 398,276 votes Votes against Proposal 2 common warrant share issuance approval

Key Terms

Nasdaq Rule 5635, Series A Warrants, Series B Warrants, Common Warrants, +2 more

6 terms

Nasdaq Rule 5635 regulatory

"The Company’s stockholders approved, pursuant to Nasdaq Rule 5635, the issuance of up to"

Series A Warrants financial

"issuance of up to (i) 925,927 shares ... issuable upon the exercise of outstanding Series A Warrants"

Series A warrants are financial tools that give the holder the right to buy shares of a company at a specific price within a certain period. They are often issued alongside investments to provide additional potential profit if the company's value increases. For investors, they can offer a chance to benefit from future growth without committing immediate capital to buying shares.

Series B Warrants financial

"925,927 shares ... issuable upon the exercise of outstanding Series B Warrants which were issued"

Series B warrants are contracts issued alongside a company's Series B financing that give the holder the right to buy a set number of shares at a fixed price within a specified time. For investors, they matter because they can provide leveraged upside if the company grows, or they can dilute existing shareholders when exercised—like a coupon promising a future share at a known price that can add value or change ownership stakes.

Common Warrants financial

"issuance of up to 2,344,828 shares ... issuable upon the exercise of outstanding Common Warrants"

A common warrant is a tradable instrument that gives its holder the right to buy a company’s common shares at a fixed price within a set time period, similar to a coupon that can be redeemed later to purchase stock. Investors care because exercising warrants can boost potential gains if the stock rises, but it can also dilute existing shareholders by increasing the number of shares outstanding, which can lower per-share value.

Inducement Offer to Exercise Common Stock Purchase Warrants financial

"Common Warrants which were issued in connection with an Inducement Offer to Exercise Common Stock Purchase Warrants Issued in November 2025"

securities purchase agreement financial

"pursuant to the terms of the securities purchase agreement dated March 20, 2026 by and among the Company and the investors thereto"

A securities purchase agreement is a written contract between a buyer and a seller outlining the terms for buying or selling financial assets such as stocks or bonds. It specifies details like the price, quantity, and conditions of the transaction, similar to a shopping list with agreed-upon terms. For investors, it provides clarity and legal protection when transferring ownership of these financial instruments.

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Understanding 8-K Material Events →

false 0001544227 0001544227 2026-06-18 2026-06-18 0001544227 us-gaap:CommonStockMember 2026-06-18 2026-06-18 0001544227 us-gaap:SeriesAPreferredStockMember 2026-06-18 2026-06-18

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): June 18, 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 June 18, 2026, the Company held its 2026 Special Meeting of Stockholder (the “Special Meeting”). The final results for each of the proposals submitted to a vote of the Company’s stockholders at the Special Meeting are set forth below. These proposals are described in detail in the Proxy Statement.

Proposal 1. Approval of an issuance of the Company’s common stock pursuant to Nasdaq Rule 5635.

The Company’s stockholders approved, pursuant to Nasdaq Rule 5635, the issuance of up to (i) 925,927 shares of the Company’s common stock, par value $0.001 per share (“common stock”) issuable upon the exercise of outstanding Series A Warrants, (ii) 925,927 shares of the Company’s common stock issuable upon the exercise of outstanding Series B Warrants which were issued in connection with our private placement offering pursuant to the terms of the securities purchase agreement dated March 20, 2026 by and among the Company and the investors thereto. The final voting results were as follows:

Votes For		Votes Against		Abstentions
9,090,763		398,678		18,310

Proposal 2. Approval of an issuance of the Company’s common stock pursuant to Nasdaq Rule 5635.

The Company’s stockholders approved, pursuant to Nasdaq Rule 5635, the issuance of up to 2,344,828 shares of the Company’s common stock issuable upon the exercise of outstanding Common Warrants which were issued in connection with an Inducement Offer to Exercise Common Stock Purchase Warrants Issued in November 2025 pursuant to the terms of the letter agreement dated May 28, 2026 by and between the Company and the investor thereto. The final voting results were as follows:

Votes For		Votes Against		Abstentions
9,091,165		398,276		18,310

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: June 22, 2026				By:		/s/ Matthew Angel
				Name:		Matthew Angel
				Title:		President and Chief Executive Officer

FAQ

What did Tempest Therapeutics (TPST) stockholders approve at the 2026 Special Meeting?

Stockholders approved two proposals allowing the company to issue common shares upon exercise of outstanding Series A, Series B and Common Warrants. These approvals, under Nasdaq Rule 5635, confirm the maximum shares issuable under prior private placement and inducement warrant agreements.

How many Tempest Therapeutics shares were approved for issuance under Proposal 1?

Proposal 1 approved 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. The Series B Warrants were issued under a March 20, 2026 securities purchase agreement related to a private placement.

What was the share amount approved in Proposal 2 for Tempest Therapeutics (TPST)?

Proposal 2 approved the potential issuance of up to 2,344,828 shares of common stock upon exercise of outstanding Common Warrants. These warrants were issued in connection with an inducement offer to exercise November 2025 common stock purchase warrants under a May 28, 2026 letter agreement.

What were the voting results for Proposal 1 at Tempest Therapeutics’ 2026 Special Meeting?

Proposal 1 received 9,090,763 votes for, 398,678 votes against, and 18,310 abstentions. This vote approved issuing common stock upon exercise of outstanding Series A and Series B Warrants, as required by Nasdaq Rule 5635 for certain share issuances.

How did Tempest Therapeutics stockholders vote on Proposal 2 regarding Common Warrants?

Proposal 2 received 9,091,165 votes for, 398,276 votes against, and 18,310 abstentions. This approval covers issuing up to 2,344,828 common shares upon exercise of outstanding Common Warrants tied to a November 2025 inducement offer agreement.

Why was Nasdaq Rule 5635 relevant to Tempest Therapeutics’ warrant share issuances?

Nasdaq Rule 5635 requires stockholder approval for certain equity issuances, including sizable share issuances or those linked to private financings. Tempest Therapeutics sought and obtained approval to issue shares upon exercise of existing Series A, Series B and Common Warrants under this rule.

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