Amendment No.6: Versant Reports Dilution-Adjusted Holdings in TPST
Filing Impact
Filing Sentiment
Form Type
SCHEDULE 13D/A
Versant-affiliated funds filed Amendment No.6 to their Schedule 13D for Tempest Therapeutics (TPST) to update reported holdings after the issuer sold additional shares, causing dilution. The Amendment lists holdings including 162,972 shares (3.7%) held by Versant Vantage II, 90,084 shares (2.0%) held by Versant Venture Capital IV, 16,149 shares (0.4%) held by Versant Venture Capital VI, and 567 shares (0.0%) held by Versant Side Fund IV, with percentages based on 4,440,161 shares outstanding as of August 4, 2025.
The filing notes a one-for-thirteen reverse stock split effective April 8, 2025, states the aggregate ownership reported by the Reporting Persons decreased by over 1% due to the Issuer's additional share sales, and expressly disclaims status as a "group".
Positive
- None.
Negative
- None.
Insights
TL;DR: Neutral ownership update reflecting dilution; specific holdings and percentages revised but no new acquisition or grouping disclosed.
The Amendment primarily updates beneficial ownership figures for several Versant-affiliated entities to reflect dilution from Tempest Therapeutics' additional share issuances. Reported figures include 162,972 shares (3.7%) for Versant Vantage II, 90,084 shares (2.0%) for Versant Venture Capital IV and 16,149 shares (0.4%) for Versant Venture Capital VI, based on 4,440,161 shares outstanding as of August 4, 2025. The filing also accounts for a 1:13 reverse stock split effective April 8, 2025. For investors, this is an update on position sizing and disclosure; the Amendment does not assert any coordinated group action.
TL;DR: Governance disclosure intact; Reporting Persons reaffirm independence and update post-split ownership after dilution.
The filing maintains transparency by disclosing granular holdings and the basis for percentages, including the issuer's reported outstanding share count and the effective reverse split date. Importantly, the Reporting Persons "expressly disclaim status as a 'group'," which preserves their individual reporting stance. The material change disclosed is a >1% decline in aggregate ownership caused by the Issuer's share sales; the Amendment does not propose governance changes or new arrangements among the filers.
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 6)
|
Tempest Therapeutics, Inc. (Name of Issuer) |
Common Stock, par value $0.001 per share (Title of Class of Securities) |
87978U108 (CUSIP Number) |
Max Eisenberg One Sansome Street, Suite 1650 San Francisco, CA, 94104 415-801-8100 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
08/11/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the
Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
|
| CUSIP No. | 87978U108 |
| 1 |
Name of reporting person
Versant Venture Capital VI, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
16,149.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.4 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person:
Comment to Row 2: This Schedule 13D is filed by Versant Venture Capital IV, L.P. ("Versant IV"), Versant Side Fund IV, L.P. ("Side Fund IV"), Versant Ventures IV, LLC ("LLC IV"), Versant Venture Capital VI, L.P. ("Versant VI"), Versant Ventures VI GP, L.P. ("GP VI"), Versant Ventures VI GP-GP, LLC ("LLC VI"), Versant Vantage II, L.P. ("Vantage II LP"), Versant Vantage II GP, L.P. ("Vantage II GP"), Versant Vantage II GP-GP, LLC ("Vantage II LLC" and, with Versant IV, Side Fund IV, LLC IV, Versant VI, GP VI, LLC VI, Vantage II LP and Vantage II GP, collectively, the "Reporting Persons"). LLC IV is the general partner of Versant IV and Side Fund IV, and LLC IV has voting, investment and dispositive power over the shares held by each of Versant IV and Side Fund IV. LLC VI is the general partner of GP VI, which is the general partner of Versant VI. Each of LLC VI and GP VI share voting, investment and dispositive power over the shares held by Versant VI. Vantage II LLC is the general partner of Vantage II GP, which is the general partner of Vantage II LP. Each of Vantage II LLC and Vantage II GP share voting, investment and dispositive power over the shares held by Vantage II LP. The Reporting Persons expressly disclaim status as a "group" for purposes of this Schedule 13D.
The shares reported on this cover page are held by Versant VI. LLC VI is the general partner of GP VI, which is the general partner of Versant VI. Each of LLC VI and GP VI share voting, investment and dispositive power over the shares held by Versant VI and as a result may be deemed to have beneficial ownership over such securities.
The percentage in Row 13 is based on 4,440,161 shares of Common Stock (as defined in Item 1 of the Original Schedule 13D (as defined in Item 1 below)) outstanding as of August 4, 2025, as set forth in the Issuer's quarterly report on Form 10-Q for the quarter ended June 30, 2025, filed with the United States Securities and Exchange Commission (the "Commission") on August 11, 2025 (the "Form 10-Q").
SCHEDULE 13D
|
| CUSIP No. | 87978U108 |
| 1 |
Name of reporting person
Versant Ventures VI GP, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
16,149.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.4 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person:
Comment to Row 2: This Schedule 13D is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a "group" for purposes of this Schedule 13D.
The shares reported on this cover page are held by Versant VI. LLC VI is the general partner of GP VI, which is the general partner of Versant VI. Each of LLC VI and GP VI share voting, investment and dispositive power over the shares held by Versant VI and as a result may be deemed to have beneficial ownership over such securities.
The percentage in Row 13 is based on 4,440,161 shares of Common Stock outstanding as of August 4, 2025, as set forth in the Form 10-Q.
SCHEDULE 13D
|
| CUSIP No. | 87978U108 |
| 1 |
Name of reporting person
Versant Ventures VI GP-GP, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
16,149.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.4 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
Comment to Row 2: This Schedule 13D is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a "group" for purposes of this Schedule 13D.
The shares reported on this cover page are held by Versant VI. LLC VI is the general partner of GP VI, which is the general partner of Versant VI. Each of LLC VI and GP VI share voting, investment and dispositive power over the shares held by Versant VI and as a result may be deemed to have beneficial ownership over such securities.
The percentage in Row 13 is based on 4,440,161 shares of Common Stock outstanding as of August 4, 2025, as set forth in the Form 10-Q.
SCHEDULE 13D
|
| CUSIP No. | 87978U108 |
| 1 |
Name of reporting person
Versant Vantage II, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
162,972.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
3.7 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person:
Comment to Row 2: This Schedule 13D is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a "group" for purposes of this Schedule 13D.
The shares reported on this cover page are held by Vantage II LP. Vantage II LLC is the general partner of Vantage II GP, which is the general partner of Vantage II LP. Each of Vantage II LLC and Vantage II GP share voting, investment and dispositive power over the shares held by Vantage II LP and as a result may be deemed to have beneficial ownership over such securities.
The percentage in Row 13 is based on 4,440,161 shares of Common Stock outstanding as of August 4, 2025, as set forth in the Form 10-Q.
SCHEDULE 13D
|
| CUSIP No. | 87978U108 |
| 1 |
Name of reporting person
Versant Vantage II GP, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
162,972.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
3.7 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person:
Comment to Row 2: This Schedule 13D is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a "group" for purposes of this Schedule 13D.
The shares reported on this cover page are held by Vantage II LP. Vantage II LLC is the general partner of Vantage II GP, which is the general partner of Vantage II LP. Each of Vantage II LLC and Vantage II GP share voting, investment and dispositive power over the shares held by Vantage II LP and as a result may be deemed to have beneficial ownership over such securities.
The percentage in Row 13 is based on 4,440,161 shares of Common Stock outstanding as of August 4, 2025, as set forth in the Form 10-Q.
SCHEDULE 13D
|
| CUSIP No. | 87978U108 |
| 1 |
Name of reporting person
Versant Vantage II GP-GP, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
162,972.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
3.7 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
Comment to Row 2: This Schedule 13D is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a "group" for purposes of this Schedule 13D.
The shares reported on this cover page are held by Vantage II LP. Vantage II LLC is the general partner of Vantage II GP, which is the general partner of Vantage II LP. Each of Vantage II LLC and Vantage II GP share voting, investment and dispositive power over the shares held by Vantage II LP and as a result may be deemed to have beneficial ownership over such securities.
The percentage in Row 13 based on 4,440,161 shares of Common Stock outstanding as of August 4, 2025, as set forth in the Form 10-Q.
SCHEDULE 13D
|
| CUSIP No. | 87978U108 |
| 1 |
Name of reporting person
Versant Venture Capital IV, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
90,084.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
2.0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person:
Comment to Row 2: This Schedule 13D is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a "group" for purposes of this Schedule 13D.
The shares reported on this cover page are held by Versant IV. LLC IV is the general partner of Versant IV and has voting, investment and dispositive power over the shares held by Versant IV and as a result may be deemed to have beneficial ownership over such securities.
The percentage in Row 13 is based on 4,440,161 shares of Common Stock outstanding as of August 4, 2025, as set forth in the Form 10-Q.
SCHEDULE 13D
|
| CUSIP No. | 87978U108 |
| 1 |
Name of reporting person
Versant Side Fund IV, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
567.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person:
Comment to Row 2: This Schedule 13D is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a "group" for purposes of this Schedule 13D.
The shares reported on this cover page are held by Side Fund IV. LLC IV is the general partner of Side Fund IV and has voting, investment and dispositive power over the shares held by Side Fund IV and as a result may be deemed to have beneficial ownership over such securities.
The percentage in Row 13 is based on 4,440,161 shares of Common Stock outstanding as of August 4, 2025, as set forth in the Form 10-Q.
SCHEDULE 13D
|
| CUSIP No. | 87978U108 |
| 1 |
Name of reporting person
Versant Ventures IV, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
90,651.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
2.0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
Comment to Row 2: This Schedule 13D is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a "group" for purposes of this Schedule 13D.
The shares reported on this cover page includes (i) 90,084 shares held by Versant IV; and (ii) 567 shares held by Side Fund IV. LLC IV is the general partner of Versant IV and Side Fund IV, and LLC IV has voting, investment and dispositive power over the shares held by each of Versant IV and Side Fund IV and as a result may be deemed to have beneficial ownership over such securities.
The percentage in Row 13 is based on 4,440,161 shares of Common Stock outstanding as of August 4, 2025, as set forth in the Form 10-Q.
SCHEDULE 13D
|
| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Stock, par value $0.001 per share | |
| (b) | Name of Issuer:
Tempest Therapeutics, Inc. | |
| (c) | Address of Issuer's Principal Executive Offices:
2000 Sierra Point Parkway, Suite 400, Brisbane,
CALIFORNIA
, 94005. | |
Item 1 Comment:
This Amendment No. 6 (this "Amendment") amends and supplements the Schedule 13D originally filed by the Reporting Persons with the Commission on May 9, 2022, as amended by Amendment No. 1 filed with the Commission on November 9, 2023, Amendment No. 2 filed with the Commission on February 8, 2024, Amendment No. 3 filed with the Commission on May 13, 2024, Amendment No. 4 filed with the Commission on August 12, 2024 and Amendment No. 5 filed with the Commission on February 11, 2025 ("Amendment No. 5") (collectively, the "Original Schedule 13D"). Only those items that are hereby reported are amended; all other items reported in the Original Schedule 13D remain unchanged; provided, however, that all references in the Original Schedule 13D to the number of shares of the Issuer's Common Stock held by each Reporting Person and the number of shares of the Issuer's Common Stock outstanding on each such Reporting Person's cover page to this Amendment are updated to reflect a one-for-thirteen (1:13) reverse stock split of the Issuer's outstanding Common Stock that was effective as of April 8, 2025. Information given in response to each item shall be deemed incorporated by reference in all other items, as applicable. Capitalized terms not defined in this Amendment have the meanings ascribed to them in the Original Schedule 13D. This Amendment is being filed to update the aggregate percentage of Common Stock owned by the Reporting Persons due to dilution caused by the Issuer's sales of additional shares of its Common Stock from time to time since the date of the filing of Amendment No. 5. Such transactions resulted in a decrease of over one percent (1%) in the aggregate percentage ownership reported by the Reporting Persons in Amendment No. 5. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | See Items 7-11 and 13 of the cover pages of this Amendment for each Reporting Person and the corresponding comments. | |
| (b) | See Items 7-11 and 13 of the cover pages of this Amendment for each Reporting Person and the corresponding comments. | |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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