Tempest Therapeutics delays charter vote to Nov. 12

Previously submitted proxies remain effective at the reconvened meeting unless properly revoked; prior voters need not act if they do not wish to change their vote.

Rhea-AI Filing Summary

Tempest Therapeutics, Inc. (TPST) adjourned its reconvened special meeting of stockholders after votes were insufficient on October 14, 2026, to approve a proposed certificate amendment. The meeting is scheduled to reconvene November 12, 2026, at 2:00 p.m. Eastern Time by live webcast. The proposal would replace specified supermajority voting requirements and permit stockholder action by written consent; approval requires affirmative votes from holders of at least 75% of the votes all stockholders would be entitled to cast in an annual election of directors or a class of directors.

At the October meeting, 11,004,101 shares, or 74.3% of the 14,806,997 common shares outstanding as of May 28, 2026, were present virtually or represented by proxy, constituting a quorum. Tempest said it adjourned to provide additional time to vote and facilitate broader participation. The proposal and the May 28, 2026 record date remain unchanged.

Filing Explained

The proposal remains unapproved and is set for a November 12, 2026 reconvened vote; previously submitted proxies will count unless properly revoked, so holders who do not want to change an existing vote need not submit another one.

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 present or represented by proxy: 11,004,101 shares Shares represented as a percentage of outstanding shares: 74.3% Common shares outstanding: 14,806,997 shares +1 more

4 metrics

Shares present or represented by proxy 11,004,101 shares At the October 14, 2026 special meeting

Shares represented as a percentage of outstanding shares 74.3% At the October 14, 2026 special meeting

Common shares outstanding 14,806,997 shares As of the May 28, 2026 record date

Proposal approval threshold At least 75% Of the votes all stockholders would be entitled to cast in an annual election of directors or a class of directors

Key Terms

supermajority voting requirements, written consent, quorum, record date

4 terms

supermajority voting requirements regulatory

"replace specified supermajority voting requirements"

written consent regulatory

"permit stockholder action by written consent"

A written consent is a formal, signed document in which shareholders or directors approve a corporate action without holding a live meeting, similar to signing a petition instead of gathering in person. It matters to investors because it can speed decisions, create a clear legal record of approval, and affect control or governance outcomes — for example enabling changes that would otherwise require a vote at a meeting.

quorum regulatory

"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.

record date regulatory

"the record date for the Special Meeting"

The record date is the specific day when a company determines which shareholders are eligible to receive a dividend or participate in an upcoming vote. It’s like a cutoff date; if you own the stock on that day, you get the benefits or voting rights. This date matters because it decides who qualifies for certain company benefits.

FAQ

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

What vote is required to approve TPST’s charter amendment?

Approval requires affirmative votes from holders of at least 75% of the votes all stockholders would be entitled to cast in an annual election of directors or a class of directors. The proposal would replace specified supermajority voting requirements and permit stockholder action by written consent.

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

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Available on EDGAR 10/20/2026 - 04:06 PM EDT Accepted by SEC EDGAR 10/20/2026 - 04:06 PM EDT Learn about SEC filing dates

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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): October 14, 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 October 14, 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. The Special Meeting had previously been reconvened and adjourned on August 17, 2026, and September 15, 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 11,004,101 shares, or 74.3% 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 November 12, 2026 at 2:00 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 November 12, 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:

The Company 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 the Company’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 the Company’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, the Company’s Current Report on Form 8-K filed with the SEC on September 28, 2026, the Company’s Current Report on Form 8-K filed with the SEC on October 19, 2026, and information about their ownership of the Company’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.

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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: October 20, 2026	By:	/s/ Matthew Angel
	Name:	Matthew Angel
	Title:	President and Chief Executive Officer

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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