Tempest Therapeutics director Simantov resigns from board

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What did Tempest Therapeutics (TPST) announce about its board on May 23, 2026?

Was Ms. Simantov’s resignation from Tempest Therapeutics’ (TPST) board due to a disagreement?

What are the key terms of Ms. Simantov’s Separation Agreement with Tempest Therapeutics (TPST)?

How long will Tempest Therapeutics’ (TPST) indemnification protections continue for Ms. Simantov?

Where can investors find the full Separation Agreement for Tempest Therapeutics (TPST) and Ms. Simantov?

Does Ms. Simantov keep her Tempest Therapeutics (TPST) equity after resigning from the board?

Tempest Therapeutics, Inc. reported that Ms. Simantov resigned from its Board of Directors effective May 23, 2026.

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8-K

Tempest Therapeutics, Inc. reported that Ms. Simantov resigned from its Board of Directors effective May 23, 2026. The company stated it has not been informed that her resignation is due to any disagreement regarding operations, policies or practices.

In connection with her departure, the company and Ms. Simantov entered into a Separation Agreement. She agreed to waive all accrued and unpaid retainer fees under the non-employee director compensation program, while her existing stock option awards and share ownership remain unchanged. Her indemnification agreement also stays in effect, with related rights in the Certificate of Incorporation and Bylaws continuing for six years from separation.

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

1 item

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.

Board resignation effective date: May 23, 2026 Indemnification duration: Six years Future filing reference: Form 10-Q for quarter ended June 30, 2026

3 metrics

Board resignation effective date May 23, 2026 Effective date of Ms. Simantov’s resignation

Indemnification duration Six years Rights in Certificate of Incorporation and Bylaws unchanged for six years from separation

Future filing reference Form 10-Q for quarter ended June 30, 2026 Separation Agreement to be filed as an exhibit

Separation Agreement, non-employee director compensation program, indemnification agreement, Certificate of Incorporation, +1 more

5 terms

Separation Agreement financial

"In connection with the transition, the Company and Ms. Simantov entered into a Separation Agreement"

A separation agreement is a written contract that spells out the financial and legal terms when an employee and a company part ways, such as final pay, severance, continued benefits, confidentiality, and any release of claims. For investors, it matters because these agreements determine immediate costs, potential future liabilities, and whether departing staff are restricted from competing or disclosing information—factors that can affect a company’s cash flow, risk profile, and leadership continuity.

non-employee director compensation program financial

"retainer fees in accordance with the Company’s non-employee director compensation program"

indemnification agreement regulatory

"her indemnification agreement shall remain in full force and effect"

An indemnification agreement is a contract in which one party promises to cover losses, costs, or legal claims that another party might face, acting like a tailored safety net or private insurance policy. For investors, it matters because such agreements shift potential financial risk away from a company or its officers and onto the indemnifier, which can affect a company’s future liabilities, cash flow and how risky the investment appears during deal-making or litigation.

Certificate of Incorporation regulatory

"underlying rights in the Certificate of Incorporation and Bylaws unchanged for six years"

A certificate of incorporation is an official government document that creates a corporation and records key facts such as its legal name, basic governance structure, and stock authorization—think of it as a company's birth certificate plus its basic rulebook. Investors care because it establishes the company’s legal existence, limits owners’ personal liability, and sets the framework for issuing shares and enforcing shareholder rights, which affects ownership, control and the company’s ability to raise capital.

Bylaws regulatory

"underlying rights in the Certificate of Incorporation and Bylaws unchanged for six years"

Corporate bylaws are a company's internal rulebook that explains how the business is run day to day — who makes decisions, how directors and officers are chosen, how shareholder meetings are conducted, and procedures for changes or conflicts. For investors, bylaws matter because they shape governance and control, influence how quickly and easily leadership or strategy can change, and can protect or limit shareholder rights much like house rules affect how a household operates.

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Tempest Therapeutics announced that Ms. Simantov resigned from its Board of Directors effective May 23, 2026. The company stated it has not been informed that her resignation resulted from any disagreement over operations, policies, or practices.

The company stated it has not been informed that Ms. Simantov’s resignation was due to any disagreement. Specifically, it referenced no issues relating to Tempest’s operations, policies, or practices as described in the relevant disclosure item.

Under the Separation Agreement, Ms. Simantov waives all accrued and unpaid retainer fees under the non-employee director compensation program. The agreement leaves her outstanding stock option awards and ownership of company capital stock unchanged following her departure from the board.

Her indemnification agreement remains in full force and effect, with underlying rights in the Certificate of Incorporation and Bylaws unchanged for six years from separation. This extends ongoing protection related to her former service as a director.

The company plans to file the full text of the Separation Agreement as an exhibit to its Quarterly Report on Form 10-Q for the quarter ended June 30, 2026. That filing will also reference the non-employee director compensation program.

Yes. The disclosure states that the Separation Agreement does not affect Ms. Simantov’s rights under her outstanding stock option awards or her ownership of shares of capital stock of Tempest Therapeutics after her resignation.

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Accepted by SEC EDGAR 05/29/2026 - 05:01 PM EDT

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): May 23, 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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On May 23, 2026, Ms. Simantov notified Tempest Therapeutics, Inc. (the “Company”) of her resignation from the Board of Directors of the Company (the “Board”), effective as of such date. The Company has not been informed that this resignation was the result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices described in Item 5.02(a)(1) of Form 8-K.

In connection with the transition, the Company and Ms. Simantov entered into a Separation Agreement (the “Separation Agreement”). The Separation Agreement provides for the waiver by Ms. Simantov of all accrued and unpaid retainer fees in accordance with the Company’s non-employee director compensation program, as described in the Company’s Annual Report on Form 10-K/A, filed with the SEC on March 30, 2026. The Separation Agreement shall not affect the rights of Ms. Simantov under her outstanding stock option awards or ownership of shares of capital stock of the Company. In addition, her indemnification agreement shall remain in full force and effect, with the underlying rights in the Certificate of Incorporation and Bylaws unchanged for six years from separation.

The foregoing descriptions of the non-employee director compensation program and Separation Agreement do not purport to be complete and are qualified by reference to the full text of each agreement, copies of which will be filed as exhibits to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2026.

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.

Source: View Original Filing on SEC EDGAR

TEMPEST THERAPEUTICS, INC.

Date: May 29, 2026

/s/ Matthew Angel

Matthew Angel

President and Chief Executive Officer

4 documents