Tempest Therapeutics (NASDAQ: TPST) wins approval for rights plan, share issuance and equity pool

Rhea-AI Filing Summary

Tempest Therapeutics held its 2025 annual stockholder meeting, where investors approved several key governance and share-related proposals. Stockholders extended the company’s limited duration stockholder rights plan, keeping it in place until October 10, 2026 unless earlier redeemed or exchanged.

They approved an amendment to the Amended and Restated 2023 Equity Incentive Plan, increasing the shares available for equity awards by 1,410,000. Stockholders also approved issuing 8,268,495 shares of common stock to satisfy obligations under an asset purchase agreement with Erigen LLC and Factor Bioscience Inc., meeting Nasdaq Rule 5635 requirements.

Other items that passed included electing one Class I director, an advisory vote approving named executive officer compensation, and ratifying Ernst & Young LLP as independent auditor for the fiscal year ending December 31, 2025.

Insights

Equity & Governance Analyst

Tempest wins approval for poison pill extension, large share issuance, and added equity incentives.

Stockholders approved extending the limited duration stockholder rights plan to October 10, 2026, which helps preserve the existing ownership structure by making hostile accumulations of stock more difficult. This is a governance decision that can influence future control dynamics.

The meeting also cleared two share-related items: an additional 1,410,000 shares for the 2023 equity incentive plan and authorization to issue 8,268,495 common shares to satisfy obligations under the asset purchase agreement with Erigen LLC and Factor Bioscience Inc. These approvals create capacity for employee incentives and complete the agreed transaction, with any dilution impact depending on how and when shares are issued.

Director election, advisory approval of executive compensation, and ratification of Ernst & Young LLP as auditor for the year ending December 31, 2025 indicate continuity in oversight and reporting practices. Future company filings can show how the new equity capacity and transaction-related shares affect the capital structure over time.

8-K Event Classification

3 items: 3.03, 5.02, 5.07

3 items

Item 3.03 Material Modification to Rights of Security Holders Securities

A change was made that materially affects the rights of existing shareholders (e.g., dividend rights, voting rights).

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

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.

Understanding 8-K Material Events →

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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): January 27, 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

N/A

(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 (see General Instruction A.2. below):

☐ 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, par value $0.001 per share		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 3.03 Material Modification to Rights of Security Holders.

On January 27, 2026, the stockholders of Tempest Therapeutics, Inc., a Delaware corporation (the “Company”), approved the Company’s limited duration stockholder rights plan, as amended, as set forth in that certain Rights Agreement, dated as of October 10, 2023, by and between the Company and Computershare & Trust Company N.A., as rights agent (as amended or otherwise modified prior to date, the “Rights Agreement”).

Such stockholder approval extended the final expiration date of the Rights Agreement until October 10, 2026, unless the rights thereunder are earlier redeemed or exchanged by the Company. The Rights Agreement otherwise remains unmodified and in full force and effect in accordance with its terms. A copy of the Rights Agreement is filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on October 11, 2023, and is incorporated herein by reference.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(e)

On January 27, 2026, the Company’s stockholders approved Amendment No. 1 (the “Plan Amendment”) to the Company’s Amended and Restated 2023 Equity Incentive Plan (the “2023 EIP”) to increase the number of shares of the Company’s common stock issuable under such plan by 1,410,000 shares. A summary of the principal features of the 2023 EIP and the Plan Amendment is set forth under the heading “Proposal 6 – The Incentive Plan Proposal” contained in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on December 31, 2025 (the “Proxy Statement”).

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

On January 27, 2026, the Company held its 2025 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 Proxy Statement.

Proposal 1. Election of Directors.

The Company’s stockholders elected the person listed below as a Class I director, to serve until the Company’s 2028 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
Geoff Nichol		1,003,845		599,242		1,075,928

Proposal 2. Approval, on an advisory basis, of the compensation of the Company’s named executive officers.

The Company’s stockholders approved, on an advisory basis, the compensation of the Company’s named executive officers as disclosed in the Proxy Statement. The final voting results were as follows:

Votes For		Votes Against		Abstentions		Broker Non-Votes
816,856		428,524		357,707		1,075,928

Proposal 3. 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, 2025. The final voting results were as follows:

Votes For		Votes Against		Abstentions
1,908,927		395,747		374,341

Proposal 4. Approval of the Company’s limited duration stockholder rights plan, as amended.

The Company’s stockholders approved the Company’s limited duration stockholder rights plan, as amended. The final voting results were as follows:

Votes For		Votes Against		Abstentions		Broker Non-Votes
707,924		541,271		353,892		1,075,928

Proposal 5. Approval of the issuance of the Company’s common stock.

The Company’s stockholders approved the issuance of 8,268,495 shares of the Company’s common stock in satisfaction of the Company’s obligations under that certain Asset Purchase Agreement, dated November 19, 2025, by and among the Company, Erigen LLC and Factor Bioscience Inc., for purposes of Nasdaq Stock Market Rules 5635(a) and 5635(b). The final voting results were as follows:

Votes For		Votes Against		Abstentions		Broker Non-Votes
1,281,862		319,400		1,825		1,075,928

Proposal 6. Approval of an amendment to the Company’s Amended and Restated 2023 Equity Incentive Plan.

The Company’s stockholders approved the Plan Amendment. The final voting results were as follows:

Votes For		Votes Against		Abstentions		Broker Non-Votes
646,079		600,412		356,596		1,075,928

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: January 28, 2026				By:		/s/ Stephen Brady
				Name:		Stephen Brady
				Title:		Chief Executive Officer

FAQ

What did Tempest Therapeutics (TPST) stockholders approve at the 2025 annual meeting?

Stockholders approved all key proposals, including extending the stockholder rights plan, adding 1,410,000 shares to the 2023 equity incentive plan, issuing 8,268,495 shares under an asset purchase agreement, electing a director, and ratifying Ernst & Young LLP as auditor.

How did Tempest Therapeutics (TPST) change its equity incentive plan?

Stockholders approved Amendment No. 1 to the Amended and Restated 2023 Equity Incentive Plan, increasing the number of Tempest Therapeutics common shares available for equity awards by 1,410,000, expanding the pool that may be granted to employees, directors, and other service providers.

What is the new expiration date of Tempest Therapeutics’ stockholder rights plan?

Stockholders approved the company’s limited duration stockholder rights plan, extending its final expiration date to October 10, 2026, unless the rights are redeemed or exchanged earlier. All other terms of the Rights Agreement remain unchanged and in full force and effect.

Why is Tempest Therapeutics (TPST) issuing 8,268,495 shares of common stock?

Stockholders approved issuing 8,268,495 Tempest Therapeutics common shares to satisfy obligations under an asset purchase agreement with Erigen LLC and Factor Bioscience Inc., as required for compliance with Nasdaq Rules 5635(a) and 5635(b) on significant share issuances.

Who was elected to Tempest Therapeutics’ board at the 2025 annual meeting?

Stockholders elected Geoff Nichol as a Class I director. He will serve until Tempest Therapeutics’ 2028 annual meeting of stockholders, or until his successor is elected and qualified, or his earlier death, resignation, or removal from the board.

Which auditor did Tempest Therapeutics (TPST) stockholders ratify for fiscal 2025?

Stockholders ratified the selection of Ernst & Young LLP as Tempest Therapeutics’ independent registered public accounting firm for the fiscal year ending December 31, 2025, confirming the audit committee’s choice for overseeing the company’s external financial statement audits.

Did Tempest Therapeutics (TPST) stockholders approve executive compensation?

In an advisory vote, Tempest Therapeutics stockholders approved the compensation of the company’s named executive officers as disclosed in the proxy statement, indicating support for the current executive pay programs and related policies described in that filing.