Tempest Therapeutics, Inc.

Tempest Therapeutics, Inc. has filed a definitive proxy statement (DEF 14A) for a Special Meeting of Stockholders scheduled for June 18, 2026. The meeting will address two key proposals requiring stockholder approval under Nasdaq rules: 1) the issuance of shares upon exercise of Series A and Series B Warrants related to a private placement, and 2) the issuance of shares upon exercise of Inducement Warrants related to an offer to exercise existing warrants. The company is seeking approval to comply with Nasdaq Listing Rule 5635(d), as the potential share issuances could represent 20% or more of outstanding stock at a price below the Minimum Price. The record date for the meeting is May 28, 2026.

Tempest Therapeutics announced significant changes to its management and Board of Directors. Nicholas Maestas resigned as Chief Financial Officer, effective June 5, 2026. Concurrently, Justin Trojanowski was promoted to Vice President, Finance, Principal Financial Officer, and Corporate Secretary. Additionally, Dr. John David Yee and Mr. William Drake Richey were appointed as new independent Class II directors, bringing extensive experience in biopharmaceutical and financial sectors, respectively. They will both serve on key board committees and receive equity compensation.

Tempest Therapeutics announced the appointment of Drake Richey and John Yee, MD, MPH, as independent directors to its Board of Directors, effective June 4, 2026. Mr. Richey brings extensive experience in corporate finance, while Dr. Yee contributes decades of expertise in therapeutic product development. The company's President and CEO, Matt Angel, Ph.D., stated that their addition would further enable Tempest to achieve its vision of providing meaningful treatment options to cancer patients and support the company's focus on growth and capital allocation.

Tempest Therapeutics, Inc. announced an agreement to induce a holder to exercise existing warrants for approximately $2.0 million in cash. In exchange for exercising warrants at a reduced price, Tempest issued new warrants to purchase up to 2,344,828 shares of common stock. The company also engaged H.C. Wainwright & Co. as a placement agent for the transaction.

Ms. Simantov resigned from the Board of Directors of Tempest Therapeutics, Inc. on May 23, 2026. The company stated that her resignation was not due to any disagreement regarding its operations, policies, or practices. In connection with her departure, a Separation Agreement was executed, under which Ms. Simantov waived all accrued and unpaid retainer fees. Her rights related to stock options, share ownership, and indemnification remain intact.

Tempest Therapeutics announced the immediate exercise of 1,172,414 outstanding warrants at a reduced price of $1.73 per share, down from the original $3.50. This transaction is expected to generate approximately $2 million in gross proceeds for the company. Additionally, Tempest will issue 2,344,828 new unregistered short-term warrants, also exercisable at $1.73 per share, which could provide an additional $4 million if fully exercised. The company plans to use the net proceeds for working capital and general corporate purposes.

Tempest Therapeutics, Inc. received a deficiency letter from Nasdaq for failing to meet the minimum stockholders' equity requirement, reporting $822,000 against a $2,500,000 threshold as of March 31, 2026. The company also does not meet alternative listing standards. Additionally, due to recent director resignations, Tempest is non-compliant with Nasdaq's independent director, audit committee, compensation committee, and nominating and corporate governance committee requirements. The company has 45 days to submit compliance plans for both issues, with no immediate effect on its Nasdaq listing, but no assurance of regaining compliance.

Tempest Therapeutics announced the resignation of three directors, Mr. Stephen Brady, Mr. Michael Raab, and Ms. Christine Pellizzari, from its Board of Directors, effective May 22, 2026. The company stated that these resignations were not due to any disagreement with the company's operations, policies, or practices. In connection with their departure, separation agreements were executed, under which the directors waived accrued and unpaid retainer fees, while their outstanding stock option awards, share ownership, and indemnification rights remain unaffected.

Tempest Therapeutics reported a significant net loss of $27.7 million for Q1 2026, compared to $10.9 million in Q1 2025, with cash and cash equivalents falling to $1.8 million. The company explicitly stated substantial doubt about its ability to continue as a going concern for the next 12 months. Strategic actions included the completion of an Asset Acquisition on February 3, 2026, involving the issuance of 8.3 million shares valued at $19.9 million, and a funding commitment of up to $20.0 million from Factor Bioscience, with $13.8 million remaining. Additionally, the company raised approximately $2.0 million from a private placement and declared a warrant dividend.

Tempest Therapeutics reported positive interim data from its TPST-2003 clinical trials, showing a 100% complete response rate in CAR-T-naïve patients and a favorable safety profile. The company also announced Cincinnati Children’s AGCTC as its lead manufacturing partner and plans to initiate a U.S. registrational study for TPST-2003 in relapsed/refractory multiple myeloma later this year. Financially, Tempest reported a Q1 2026 net loss of $(27.7) million, primarily due to $22.1 million in acquired in-process R&D expenses from a recent asset acquisition, and ended the quarter with $1.8 million in cash.