Nasdaq warns Tempest Therapeutics (NASDAQ: TPST) on annual meeting

Rhea-AI Filing Summary

Tempest Therapeutics, Inc. reported that it received a notice from the Nasdaq Listing Qualifications Department on January 8, 2026 stating the company is not in compliance with Nasdaq Listing Rules 5620(a) and 5810(c)(2)(G because it did not hold an annual stockholders’ meeting within twelve months of its December 31, 2024 fiscal year end. The company has already scheduled its 2025 Annual Meeting of Stockholders for January 27, 2026.

Under Nasdaq’s rules, Tempest has 45 calendar days from January 8, 2026, until February 23, 2026, to regain compliance or submit a plan to do so, and Nasdaq may grant an exception of up to 180 days from the fiscal year end, until June 29, 2026. The company states that it will regain compliance with the Nasdaq annual meeting requirement upon holding the 2025 Annual Meeting.

Insights

Equity markets and listing standards analyst

Nasdaq flagged Tempest for a missed annual meeting, but compliance appears readily achievable once the planned meeting is held.

Nasdaq notified Tempest Therapeutics that it fell out of compliance with Listing Rules 5620(a) and 5810(c)(2)(G by not holding an annual stockholders’ meeting within twelve months of its December 31, 2024 fiscal year end. This type of deficiency focuses on corporate governance and shareholder rights rather than financial performance.

The company has already scheduled its 2025 Annual Meeting for January 27, 2026, which it states will bring it back into compliance with Nasdaq’s annual meeting requirement. Nasdaq’s framework gives Tempest 45 days from January 8, 2026 to regain compliance or submit a plan, and allows an exception of up to June 29, 2026. The disclosed timing suggests a clear path to cure the deficiency, so the issue is notable from a listing-risk perspective but does not, by itself, indicate operational or financial stress.

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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 8, 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 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

As previously disclosed in Tempest Therapeutics, Inc.’s (the “Company’s”) definitive proxy statement on Schedule 14A, filed with the Securities and Exchange Commission on December 31, 2025, the Company has scheduled its 2025 Annual Meeting of Stockholders to be held on January 27, 2026 (the “2025 Annual Meeting”). Although the 2025 Annual Meeting has been scheduled, on January 8, 2026, the Company received a letter from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) indicating that, due to the Company’s failure to hold an annual meeting of stockholders within twelve months of the end of the Company’s fiscal year end of December 31, 2024, it is not in compliance with the continued listing requirements of Nasdaq Listing Rules 5620(a) and 5810(c)(2)(G) (the “Nasdaq Annual Meeting Requirement”). Under Nasdaq Listing Rules, the Company has 45 calendar days from January 8, 2026, or until February 23, 2026, to regain compliance or submit a plan to regain compliance with the Nasdaq Annual Meeting Requirement, and if Nasdaq accepts such plan, Nasdaq can grant an exception of up to 180 calendar days from the fiscal year end, or until June 29, 2026, to regain compliance.

Upon holding the 2025 Annual Meeting, the Company will regain compliance with the Nasdaq Annual Meeting Requirement.

SIGNATURES

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

				Tempest Therapeutics, Inc.
Date: January 9, 2026				By:		/s/ Stephen Brady
						Stephen Brady
						President and Chief Executive Officer

FAQ

Why did Tempest Therapeutics (TPST) receive a Nasdaq noncompliance notice?

Tempest Therapeutics received a notice from Nasdaq because it did not hold an annual meeting of stockholders within twelve months of its fiscal year end of December 31, 2024, as required by Nasdaq Listing Rules 5620(a) and 5810(c)(2)(G).

How does Tempest Therapeutics plan to regain Nasdaq compliance?

The company has scheduled its 2025 Annual Meeting of Stockholders for January 27, 2026 and states that, upon holding this meeting, it will regain compliance with Nasdaq’s annual meeting requirement.

What deadlines did Nasdaq give Tempest Therapeutics (TPST) to fix the deficiency?

Under Nasdaq rules, Tempest has 45 calendar days from January 8, 2026, until February 23, 2026, to regain compliance or submit a plan. Nasdaq may grant an exception of up to 180 days from the fiscal year end, until June 29, 2026, to regain compliance.

Does the Nasdaq notice mean Tempest Therapeutics will be delisted?

The notice states that Tempest is currently not in compliance with Nasdaq’s annual meeting requirement, but Nasdaq’s rules allow time for the company to regain compliance or submit an acceptable plan. Holding the 2025 Annual Meeting is expected to restore compliance.

What event triggered Tempest Therapeutics’ January 8, 2026 Form 8-K filing?

The Form 8-K reports a letter received on January 8, 2026, from Nasdaq’s Listing Qualifications Department stating that Tempest is not in compliance with the continued listing requirements related to holding an annual stockholders’ meeting.

When is Tempest Therapeutics’ 2025 Annual Meeting of Stockholders scheduled?

Tempest Therapeutics has scheduled its 2025 Annual Meeting of Stockholders to be held on January 27, 2026.