Tempest Therapeutics (TPST) director Simantov resigns and waives unpaid fees
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
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.
Positive
- None.
Negative
- None.
8-K Event Classification
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.
Key Figures
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
Key Terms
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.
FAQ
What did Tempest Therapeutics (TPST) announce about its board on May 23, 2026?
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.
Was Ms. Simantov’s resignation from Tempest Therapeutics’ (TPST) board due to a disagreement?
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.
What are the key terms of Ms. Simantov’s Separation Agreement with Tempest Therapeutics (TPST)?
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.
How long will Tempest Therapeutics’ (TPST) indemnification protections continue for Ms. Simantov?
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.
Where can investors find the full Separation Agreement for Tempest Therapeutics (TPST) and Ms. Simantov?
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.
Does Ms. Simantov keep her Tempest Therapeutics (TPST) equity after resigning from the board?
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.