Tempest Therapeutics Inc 8-K Filings

Tempest Therapeutics, Inc. (TPST) reports that its reconvened special meeting of stockholders was called to order on August 17, 2026 to consider a proposal to amend its Restated Certificate of Incorporation. The amendment would replace specified supermajority voting requirements and permit stockholder action by written consent, as described in the previously distributed proxy statement. A quorum was present, with 10,601,849 shares represented out of 14,806,997 shares of common stock outstanding as of the May 28, 2026 record date. Because there were not enough votes to approve the proposal, the company adjourned the meeting to allow additional time for voting. The special meeting will reconvene on September 15, 2026 at 12:00 p.m. Eastern Time via live webcast, using the same access credentials. The proposal requires the affirmative vote of at least 75% of the votes entitled to be cast. The record date and previously submitted proxies remain in effect unless revoked.

Tempest Therapeutics reported second quarter 2026 results and outlined progress on its in vivo CAR-T pipeline. A development collaboration was executed with Hebei Senlang Biotechnology to advance product candidates including TPST-4003, with first patient dosing in an investigator-initiated trial in China anticipated in the fourth quarter of 2026 and initial clinical data expected in the first half of 2027.

The company highlighted TPST-2003 data from partner-run trials, noting a 100% complete response rate in 15 CAR-T‑naïve efficacy-evaluable patients and a favorable safety profile without Grade ≥3 cytokine release syndrome or immune effector cell‑associated neurotoxicity syndrome in the REDEEM‑1 trial. Tempest ended the quarter with $0.8 million in cash and cash equivalents and reported a net loss of $5.2 million for the quarter and $32.9 million for the first six months of 2026. Stockholders’ equity was a deficit of $1.1 million, and management disclosed ongoing needs for additional capital to fund programs and continue as a going concern.

Tempest Therapeutics, Inc. entered into a purchase agreement and registration rights agreement with Lincoln Park Capital Fund, LLC, under which Lincoln Park has committed to purchase up to $50.0 million of Tempest common stock. The initial available amount is $25.0 million, which may be automatically increased by an additional $25.0 million, subject to conditions in the agreement, including effectiveness of a resale registration statement.

Tempest may, at its sole discretion, direct Lincoln Park over up to 24 months to buy shares in regular purchases of up to 60,000–80,000 shares per purchase date, capped at $500,000 per regular purchase, plus potential accelerated purchases. Issuances are limited by a Nasdaq 19.99% Exchange Cap unless specified pricing or stockholder-approval conditions are met, and Lincoln Park’s ownership is capped at 4.99%. As a commitment fee, Tempest will issue 560,356 shares at signing and 350,223 shares after full funding of the initial $25.0 million. The shares are being offered in a private placement relying on Securities Act Section 4(a)(2) and Rule 506(b).

Tempest Therapeutics, Inc. convened a special meeting of stockholders on July 27, 2026 to vote on a Certificate of Amendment to its Restated Certificate of Incorporation that would replace specified supermajority voting requirements and permit stockholder action by written consent.

A quorum was achieved, with 10,031,446 shares, or 67.7% of the 14,806,997 shares of common stock outstanding as of May 28, 2026, present or represented by proxy, but there were not sufficient votes to approve the proposal. The meeting was adjourned and will reconvene on August 17, 2026 at 12:00 p.m. Eastern Time via live webcast. Approval requires the affirmative vote of at least 75% of the votes all stockholders would be entitled to cast, and the May 28, 2026 record date and previously submitted proxies remain in effect unless properly revoked.

Tempest Therapeutics entered a product development and investigator-initiated trial collaboration with Hebei Senlang Biotechnology to advance TPST-4003, an in vivo CD7-targeted CAR-T therapy, via an IIT in China in approximately 10 myasthenia gravis or multiple sclerosis patients, with first dosing expected in the fourth quarter of 2026.

The agreement sets per-product development fees between $1.5 million and $2.0 million, grants Tempest worldwide perpetual rights to all generated data, and gives Senlang an exclusive 90-day option after data delivery to negotiate China commercialization rights. The initial term is three years, and Tempest anticipates initial safety and pharmacodynamic data as early as the first half of 2027.

Tempest Therapeutics, Inc. reported the results of its 2026 Special Meeting of Stockholders, where stockholders approved two proposals related to issuing common stock under Nasdaq Rule 5635 in connection with previously issued warrants.

For Proposal 1, stockholders approved the potential issuance of up to 925,927 shares of common stock upon exercise of outstanding Series A Warrants and 925,927 shares upon exercise of outstanding Series B Warrants issued in a March 20, 2026 private placement, with 9,090,763 votes for, 398,678 against, and 18,310 abstentions. For Proposal 2, stockholders approved the potential issuance of up to 2,344,828 shares of common stock upon exercise of outstanding Common Warrants issued in a November 2025 inducement offer, with 9,091,165 votes for, 398,276 against, and 18,310 abstentions.

Tempest Therapeutics announced several leadership and governance changes. Chief Financial Officer Nicholas Maestas will resign effective June 5, 2026, and Justin Trojanowski, currently Corporate Controller, Treasurer and Principal Accounting Officer, will become Vice President, Finance and Principal Financial Officer on that date.

The board appointed John David Yee, MD, MPH, and William Drake Richey as independent Class II directors effective June 4, 2026, each receiving an option to purchase 25,000 shares under the 2023 Equity Incentive Plan and standard non‑employee director compensation. Tempest recently received notice from Nasdaq that prior board resignations left it out of compliance with Nasdaq listing rules, but the company has begun reconstituting its board and committees, believes it has regained compliance with one director-independence rule, and plans to add another independent director to restore full committee compliance.

Tempest Therapeutics, Inc. entered a warrant exercise and inducement agreement with an existing investor. The holder agreed to exercise warrants to buy 1,172,414 common shares for cash at $1.73 per share, providing gross proceeds of about $2.0 million before fees and expenses.

In return, Tempest issued a new unregistered warrant to purchase up to 2,344,828 additional shares at $1.73 per share, exercisable after required stockholder approval under Nasdaq rules and expiring on May 29, 2028. The company also issued 82,069 warrants to H.C. Wainwright & Co. as placement agent and agreed to future cash and warrant fees on cash exercises of the new warrants within 24 months. The new securities were issued in a private placement relying on Section 4(a)(2) of the Securities Act.

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.

Tempest Therapeutics, Inc. reports that Nasdaq has notified the company it no longer satisfies the minimum stockholders’ equity requirement for continued listing on the Nasdaq Capital Market. Nasdaq Listing Rule 5550(b)(1) requires stockholders’ equity of at least $2,500,000, while the company’s Form 10-Q for the quarter ended March 31, 2026 reported stockholders’ equity of $822,000.

The company also does not meet Nasdaq’s alternative continued-listing standards related to market value of listed securities or net income from continuing operations. Tempest has 45 calendar days, until July 6, 2026, to submit a plan to regain compliance and may receive up to 180 additional days if Nasdaq accepts that plan.

Separately, resignations of two directors mean the board, audit committee, compensation committee and nominating and corporate governance committee no longer meet Nasdaq’s independence and membership requirements. Tempest must also submit a written plan to cure these governance deficiencies within 45 days. The company’s shares remain listed on the Nasdaq Capital Market under the symbol TPST for now, but there is no assurance it will regain compliance within the required periods.

Tempest Therapeutics, Inc. reported that three board members — Mr. Stephen Brady, Mr. Michael Raab and Ms. Christine Pellizzari — resigned from the Board of Directors effective May 22, 2026. The company stated it has not been informed that these resignations resulted from any disagreement over operations, policies or practices. As part of the transition, each director signed a Separation Agreement waiving all accrued and unpaid retainer fees under the non-employee director compensation program. Their existing stock option awards, share ownership and indemnification agreements remain in place, with indemnification rights under the Certificate of Incorporation and Bylaws continuing for six years from separation.

Tempest Therapeutics reported first quarter 2026 results and highlighted rapid progress in its lead CAR‑T program, TPST‑2003. Positive interim data from partner‑run REDEEM‑1 and POEMS‑1 trials showed a 100% complete response rate among 15 efficacy‑evaluable, CAR‑T‑naïve patients with relapsed/refractory multiple myeloma or POEMS syndrome, with no Grade ≥3 CRS or ICANS reported in REDEEM‑1.

The company closed a strategic asset acquisition from Factor Bioscience and Erigen, adding next‑generation dual‑targeting CAR‑T assets, and selected Cincinnati Children’s AGCTC as lead manufacturing partner, which has received the TPST‑2003 lentiviral vector ahead of a planned U.S. registrational study. Tempest also announced a private placement of up to $6 million in common stock and warrants.

Financially, Tempest ended the quarter with $1.8 million in cash and cash equivalents. Net loss was $27.7 million, driven largely by $22.1 million of acquired in‑process R&D linked to the asset acquisition, $5.4 million in general and administrative expenses, and $0.1 million in research and development spending.

Tempest Therapeutics furnished an investor presentation and press release outlining updated clinical data for its lead dual-targeting CAR-T candidate TPST-2003.

Across two ongoing Phase 1/2 trials in relapsed/refractory multiple myeloma and POEMS syndrome, all 15 CAR-T-naïve efficacy-evaluable patients achieved complete responses. In REDEEM-1, 10 of 10 CAR-T-naïve multiple myeloma patients reached complete response using standard IMWG criteria. In POEMS-1, all five efficacy-evaluable patients achieved complete VEGF-based responses within two months of treatment.

Including a prior investigator-initiated trial, 44 patients have received TPST-2003. Among 29 CAR-T-naïve evaluable multiple myeloma patients with measurable disease at baseline, the overall response rate was 100%, with a median progression-free survival of 23.1 months across 24 patients and the same median in those with extramedullary disease. The safety profile showed no grade ≥3 cytokine release syndrome or ICANS in REDEEM-1, though four deaths occurred in the IIT, including two therapy-related pneumonias and two from disease progression. Tempest states these results support its objective of meeting with the FDA to discuss a potential U.S. registrational study for TPST-2003 later in 2026.

Tempest Therapeutics reported full-year 2025 results and a broad clinical update. The company ended 2025 with $7.7 million in cash and cash equivalents, down from $30.3 million a year earlier, reflecting operating cash use partly offset by equity offerings.

Net loss for 2025 was $26.3 million, or $6.33 per share, compared with $41.8 million and $19.50 in 2024, as research and development expenses fell to $12.6 million from $28.5 million after reprioritizing efforts. General and administrative expenses were $14.0 million, slightly above $13.6 million in 2024 due to one-time separation costs.

Strategically, Tempest completed an all-stock acquisition of dual-targeting CAR‑T assets from Factor Bioscience, including lead program TPST‑2003, which showed a 100% complete response rate in six efficacy‑evaluable rrMM patients in the REDEEM‑1 Phase 1/2a trial with a favorable safety profile. The company also advanced amezalpat and TPST‑1495 with multiple orphan and Fast Track designations and outlined plans for a potential U.S. registrational study of TPST‑2003 and new Phase 2 trials in 2026.

Tempest Therapeutics, Inc. entered into a private placement with institutional and strategic investors, agreeing to sell 462,964 common shares and pre-funded warrants for up to 462,963 additional shares, each paired with Series A and Series B common stock warrants. The deal is priced at $2.16 per share-and-warrants and $2.159 per pre-funded-warrant-and-warrants, for expected gross proceeds of approximately $2.0 million, plus up to about $4.0 million more if the common warrants are exercised in cash. Tempest plans to use the net proceeds mainly for working capital and general corporate purposes, and will seek stockholder approval for warrant share issuance and register the resale of the issued and underlying shares.

Tempest Therapeutics reported promising interim data for TPST-2003, a CD19/BCMA dual-targeting CAR-T therapy for relapsed/refractory multiple myeloma from the ongoing Phase 1/2a REDEEM-1 trial and a prior IIT.

As of January 31, 2026, 36 patients had received TPST-2003. All six efficacy-evaluable patients in REDEEM-1 achieved complete responses, and among 25 evaluable patients with measurable disease across both studies, the overall response rate was 100% (25/25). Patients in REDEEM-1 had a median of four prior lines of therapy, underscoring the heavily pretreated population. A favorable safety profile was observed across dose levels.

Based on these results, Tempest plans to accelerate development, submit a U.S. IND, and, subject to clearance, initiate a U.S. registrational study of TPST-2003 in 2026, while also exploring additional indications such as large B-cell lymphoma.

Tempest Therapeutics filed an 8-K to share a new investor presentation outlining its oncology pipeline and clinical data. The deck highlights TPST-2003, a dual CD19/BCMA CAR-T for relapsed/refractory multiple myeloma with extramedullary disease, which showed a 100% hematologic objective response rate in 18 patients and 75.3% 12‑month progression-free survival, with manageable CRS and ICANS rates.

The presentation also details amezalpat (TPST‑1120), a first-in-class PPARα antagonist, which in a randomized Phase 1b/2 hepatocellular carcinoma study improved median overall survival to 21 months versus 15 months for atezolizumab plus bevacizumab alone, with a hazard ratio of 0.65 and higher confirmed response rates, while maintaining a similar safety profile. Tempest has regulatory alignment with FDA, EMA and China’s NMPA on a pivotal Phase 3 design and notes orphan drug and Fast Track designations for amezalpat. Additional programs include TPST‑1495 moving into an NCI-funded Phase 2 trial in familial adenomatous polyposis and multiple CAR‑T collaborations with Novatim, many of which are partner-funded.

Tempest Therapeutics completed an asset acquisition from Erigen and Factor Bioscience, issuing 8,268,495 shares of common stock as consideration for four CAR T-cell therapy programs. Immediately afterward, prior equityholders owned about 38.7% of the company and Erigen held about 61.3%.

The company also executed a one-time warrant distribution, issuing 6,784,989 warrants, each allowing the purchase of one share of common stock at $18.48 per share in cash until February 3, 2031, subject to an effective registration statement. As of immediately after the share issuance, 13,481,070 common shares were outstanding.

Governance shifted as Geoff Nichol resigned from the board, Michael Raab was succeeded as board chair by Stephen Brady, and Brady resigned as President and CEO. Matthew (Matt) Angel, Ph.D. became President, CEO and a Class I director under a new employment agreement that includes equity awards and severance protections.

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.

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.

Tempest Therapeutics, Inc. announced a combined registered direct and concurrent private placement offering expected to generate approximately $4.25 million in gross proceeds. The company agreed with a single institutional investor to sell 487,000 shares of common stock and prefunded warrants to purchase 685,414 shares under its existing Form S-3 shelf, along with common warrants to purchase 1,172,414 shares in the private placement. Each share plus accompanying common warrant is priced at $3.625, while each prefunded warrant plus accompanying common warrant is priced at $3.624.

The prefunded warrants have a $0.001 exercise price and are exercisable until fully used, and the common warrants have a $3.50 exercise price and are exercisable for eighteen months after the resale registration statement becomes effective. Warrant holders are generally limited to beneficial ownership of 4.99% of outstanding common stock, or 9.99% upon election, with at least 61 days’ prior notice required for an increase. Tempest will pay H.C. Wainwright & Co. a cash fee equal to 6.0% of gross proceeds and plans to use net proceeds primarily for working capital and general corporate purposes.

Tempest Therapeutics announced an Asset Purchase Agreement to acquire four CAR T-cell therapy programs (ERI-2003, ERI-2206, ERI-3003 and ERI-3206) from Erigen LLC and Factor Bioscience. In exchange, Tempest will issue 8,268,495 shares of common stock to Erigen as closing consideration. After closing and Erigen’s dissolution, pre-closing Tempest stockholders are expected to own about 35.0% of the company, with Erigen equityholders Matt Angel, Ph.D. and Lotus Capital (BVI) Limited expected to own about 38.0% and 27.0%, respectively, on a fully diluted basis.

Immediately before closing, Tempest will declare a dividend of one warrant per share of common stock, each warrant exercisable at $18.48 per share for five years. At closing, Dr. Angel will become President, Chief Executive Officer and a director, Stephen Brady is expected to become Chairman, and one director is expected to resign. Closing requires stockholder approval, completion of at least $5.0 million of equity financing, leadership changes and other customary conditions, and may be terminated under specified circumstances with a potential $300,000 termination fee.

Tempest Therapeutics (TPST) furnished an 8-K under Item 2.02 announcing it issued a press release with financial results for the quarter ended September 30, 2025 and other business highlights. The press release is attached as Exhibit 99.1 and incorporated by reference. The information is furnished, not filed, under the Exchange Act.

The filing also includes Exhibit 104, the cover page interactive data file embedded within the Inline XBRL document.

Tempest Therapeutics reported that it has issued a press release announcing its financial results for the quarter ended June 30, 2025. The press release is attached to this report as Exhibit 99.1. This Form 8-K indicates the company is furnishing the press release rather than "filing" it, meaning the release is provided for investor information in this report but is not subject to the liabilities of being formally filed or automatically incorporated by reference in other Securities Act filings. The 8-K itself does not include the numerical financial statements; those figures are contained in the attached press release.