Welcome to our dedicated page for Tempest Therapeutics SEC filings (Ticker: TPST), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
Tempest Therapeutics, Inc. filings document material-event disclosures for a clinical-stage biotechnology company developing CAR-T cell therapy and small-molecule product candidates. The company’s 8-K filings include Regulation FD presentations, press releases on TPST-2003 clinical data, annual financial results, business updates, and exhibits describing corporate presentations and pipeline activity.
The filing record also covers capital-structure and governance matters, including Nasdaq-listed common stock, Series A Junior Participating Preferred Purchase Rights, a limited-duration stockholder rights plan, equity incentive plan amendments, and listing-compliance notices. Material agreement disclosures include the completed acquisition of dual-targeting CAR-T assets and related common stock consideration.
Tempest Therapeutics CEO and President Matthew Angel, who also serves as a director and 10% owner of Tempest Therapeutics, Inc., filed an initial Form 3. The filing reports 8,268,495 shares of common stock held indirectly through Erigen LLC.
The shares are owned by Erigen LLC, where Angel is a member, and he disclaims beneficial ownership of these securities except for his proportionate pecuniary interest. This filing establishes his indirect ownership position under Section 16 reporting rules.
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 director Ronit Simantov received a stock option grant for 1,230 shares on January 27, 2026. The option has an exercise price of $2.94 per share and was granted at no cost. It will vest in full on the earlier of January 27, 2027, or the company’s 2026 annual stockholder meeting, provided Simantov continues serving through that date.
Tempest Therapeutics director receives stock option grant. Director Michael Raab was granted a stock option to purchase 1,230 shares of Tempest Therapeutics, Inc. common stock at an exercise price of $2.94 per share on January 27, 2026.
The option vests in full on the earlier of January 27, 2027 or the date of the company’s 2026 annual stockholder meeting, contingent on his continuous service through that date. Following this grant, he beneficially owns 1,230 derivative securities directly, with the option expiring on January 26, 2036.
Tempest Therapeutics director Nichol Geoffrey received a grant of stock options on January 27, 2026. The award covers 1,230 options to buy Tempest common stock at an exercise price of $2.94 per share, all held directly.
These options will vest in full on the earlier of January 27, 2027, or the day of Tempest’s 2026 annual stockholder meeting, if Geoffrey continues to serve through that date. Following this grant, he beneficially owns 1,230 derivative securities linked to Tempest shares.
Tempest Therapeutics director Christine A. Pellizzari reported a new stock option grant. On January 27, 2026, she was awarded an option to buy 1,230 shares of Tempest Therapeutics common stock at an exercise price of $2.94 per share, held directly.
The option vests in full on the earlier of January 27, 2027 or the day of Tempest Therapeutics' 2026 annual stockholder meeting, as long as she continues serving through that date. The option expires on January 26, 2036, and represents 1,230 derivative securities beneficially owned following the grant.
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.
Sabby Volatility Warrant Master Fund, Sabby Management, and Hal Mintz report a sizable position in Tempest Therapeutics. They collectively report beneficial ownership of 492,223 shares of Tempest Therapeutics common stock, representing 9.9% of the outstanding class as of the event date. All three reporting persons state they have shared power to vote and dispose of these shares and no sole voting or dispositive power. They also certify that the securities were not acquired and are not held for the purpose of changing or influencing control of Tempest Therapeutics, indicating a passive investment intent.
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.