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, 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 a much wider quarterly loss as it reshaped its business around CAR‑T assets. For the three months ended March 31, 2026, net loss was $27.7 million, driven largely by $22.2 million of acquired in‑process research and development expense tied to the Erigen CAR‑T asset acquisition. Core research and development spending dropped sharply to $0.1 million as prior programs were wound down, while general and administrative costs rose to $5.4 million on deal and transaction-related expenses.
Cash and cash equivalents fell to $1.8 million from $7.7 million at year‑end, and management states there is substantial doubt about the company’s ability to continue as a going concern without new funding. Tempest completed a roughly $2.0 million private placement and has a funding commitment of up to $20.0 million from Factor Bioscience, with $13.8 million remaining, but access depends on meeting specified conditions. The company also issued 6.78 million equity warrants as a dividend and completed an 8.27 million‑share stock issuance to acquire the TPST‑2003 CAR‑T portfolio, significantly increasing its share count to 14.3 million outstanding at quarter‑end.
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 is registering 2,777,781 shares of common stock for resale by selling stockholders pursuant to registration rights granted in a March 20, 2026 private placement.
The registration covers (i) 462,964 issued shares, (ii) 925,927 shares issuable upon exercise of Series A Warrants, (iii) 925,927 shares issuable upon exercise of Series B Warrants, and (iv) 462,963 shares issuable upon exercise of Pre-Funded Warrants. The company will not receive proceeds from resale by the selling stockholders; the company will receive proceeds only from any cash exercise of the Common Warrants and nominal proceeds from cash exercise of the Pre-Funded Warrants. Shares outstanding were 14,344,034 as of March 30, 2026, and the Nasdaq closing price was $1.56 per share on April 8, 2026.
Tempest Therapeutics is registering for resale up to 8,268,495 shares of its common stock issued to sellers in the Asset Purchase Agreement. The registration covers shares issued in connection with the Acquisition and permits the named selling stockholders and their permitted transferees to offer or sell the Shares from time to time.
The prospectus states we will not receive any proceeds from resale by the selling stockholders. The percentage ownership calculations are based on 14,344,034 shares outstanding as of March 25, 2026. Sales may occur in public or private transactions, at prevailing market prices or negotiated prices.
Tempest Therapeutics, Inc. reported that Corporate Controller Justin Trojanowski received a grant of employee stock options for 22,000 shares of common stock. The options have an exercise price of $1.64 per share and expire on March 30, 2036.
According to the vesting terms, 25% of the options will vest on March 31, 2027, with the remaining options vesting in 36 equal monthly installments thereafter, contingent on his continued service. Following this grant, his reported holdings in these options total 22,000 derivative securities, all held directly.