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Material updates from SEC filings (8-K, 10-Q, 10-K) ranked by impact, with no firehose noise.
Chief Financial Officer — Nicholas Maestas: Mr. Nicholas Maestas resigned from his position as Chief Financial Officer.
Unregistered Sales of Equity Securities. The information contained in
Entry into a Material Definitive Agreement. On May 28, 2026, Tempest Therapeutics, Inc., a Delaware corporation (the “ Company ”), entered into a warrant exercise and inducement offer letter agreement (the “ Inducement Letter ”) with a holder of certain existing warrants to purchase shares of the Company’s common stock that the Company originally issued in November 2025 at an original exercise price of $3.50 per share (the “ Existing Warrants ”). Pursuant to the Inducement Letter, the holder…
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On May 23, 2026, Ms. Simantov notified Tempest Therapeutics, Inc. (the “Company”) of her resignation from the Board of Directors of the Company (the “Board”), effective as of such date. The Company has not been informed that this resignation was the result of any disagreement with the Company on any matter relating to the Company’s operations, poli…
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On May 22, 2026, each of Mr. Stephen Brady, Mr. Michael Raab and Ms. Christine Pellizzari notified Tempest Therapeutics, Inc. (the “Company”) of his or her resignation from the Board of Directors of the Company (the “Board”), effective as of such date. The Company has not been informed that these resignations were the result of any disagreement wit…
of the Company’s Current Report on Form 8-K filed on May 22, 2026. On May 22, 2026, the Company received written notice from Nasdaq stating that, as a result of the resignations described above, the Company is no longer in compliance with Nasdaq Listing Rule 5605(b)(1), which requires a majority of the Board to be comprised of independent directors as defined in Nasdaq Listing Rule 5605(a)(2), Nasdaq Listing Rule 5605(c)(2), which requires the audit committee of the Board (the “Audit Committe…
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. Stockholders’ Equity Requirement On May 19, 2026, Tempest Therapeutics, Inc. (the “Company”) received a deficiency letter from the Listing Qualifications Department (the “Staff”) of the Nasdaq Stock Market (“Nasdaq”) notifying the Company that it is not in compliance with the minimum stockholders’ equity requirement for continued listing on the Nasdaq Capital Market. Nasdaq Listing Rule 5550(b…
Results of Operations and Financial Condition” and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended or the Exchange Act, except as expressly set forth by specific reference in such filing.
Results of Operations and Financial Condition. On March 30, 2026, Tempest Therapeutics, Inc. (the “Company”) issued a press release announcing its financial results for the year ended December 31, 2025 and other business highlights. A copy of the Company’s press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference. The foregoing information (including Exhibit 99.1 hereto) is being furnished under “
Entry into a Material Definitive Agreement. Securities Purchase Agreement On March 20, 2026, Tempest Therapeutics, Inc. (the “ Company ”) entered into a securities purchase agreement (the “ Purchase Agreement ”) with (a) two institutional investors (the “ Institutional Investors ”) and (b) Factor Bioscience Inc. (the “ Strategic Investor ” and, together with the Institutional Investors, each, an “ Investor ” and, together, the “ Investors ”), pursuant to which the Company agreed to issue and…
Based in part upon the representations of the Investors in the Purchase Agreement, the securities described above are being offered and sold in a private placement under Section 4(a)(2) of the Securities Act and Regulation D promulgated thereunder, and have not been registered under the Securities Act, or applicable state securities laws. Accordingly, such securities may not be offered or sold in the United States except pursuant to an effective registration statement or an applicable exempti…
Entry into a Material Definitive Agreement. On January 20, 2026, the Company issued a press release announcing that its Board of Directors (the “ Board ”) declared a record date of January 30, 2026 (the “ Record Date ”) for the distribution of a dividend (the “ Warrant Dividend ”) in the form of a warrant to purchase a share of Common Stock (collectively, the “ Warrants ”) for each share of Common Stock outstanding on the Record Date. The Warrants were issued on the terms and conditions descr…
Based in part upon the representations of the Sellers in the Asset Purchase Agreement, the shares of Common Stock issued pursuant to the Share Issuance was offered in a private placement under Section 4(a)(2) of the Securities Act, and have not been registered under the Securities Act. Appropriate legends were affixed to the shares of Common Stock issued pursuant to the Share Issuance.
Immediately following the Share Issuance, the equityholders of the Company immediately prior to the Share Issuance owned approximately 38.7% of the outstanding shares of Common Stock immediately following the Share Issuance, and Erigen owned approximately 61.3% of the outstanding shares of Common Stock immediately following the Share Issuance. Following the Share Issuance and the concurrent distribution of the Common Stock to Matthew Angel, Ph.D. and Lotus Capital (BVI) Limited, Erigen’s memb…
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. Board Changes On February 3, 2026, immediately following the closing of the Asset Acquisition (the “ Closing ”), Geoff Nichol resigned from the Board, effective immediately. Mr. Nichol’s resignation was not because of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices. In addition, Michael Ra…
On February 3, 2026, the Company completed the acquisition of the Assets under the Asset Purchase Agreement (the “ Asset Acquisition ”) and issued to Erigen 8,268,495 shares of Common Stock (the “ Share Issuance ”). The foregoing description of the Asset Purchase Agreement, the Asset Acquisition and the Share Issuance does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Asset Purchase Agreement, which is filed as Exhibit 10.1 to the Company…
Material Modification to Rights of Security Holders. On January 27, 2026, the stockholders of Tempest Therapeutics, Inc., a Delaware corporation (the “ Company ”), approved the Company’s limited duration stockholder rights plan, as amended, as set forth in that certain Rights Agreement, dated as of October 10, 2023, by and between the Company and Computershare & Trust Company N.A., as rights agent (as amended or otherwise modified prior to date, the “ Rights Agreement ”). Such stockholder app…
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. (e) On January 27, 2026, the Company’s stockholders approved Amendment No. 1 (the “ Plan Amendment ”) to the Company’s Amended and Restated 2023 Equity Incentive Plan (the “ 2023 EIP ”) to increase the number of shares of the Company’s common stock issuable under such plan by 1,410,000 shares. A summary of the principal features of the 2023 EIP and…
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. As previously disclosed in Tempest Therapeutics, Inc.’s (the “Company’s”) definitive proxy statement on Schedule 14A, filed with the Securities and Exchange Commission on December 31, 2025, the Company has scheduled its 2025 Annual Meeting of Stockholders to be held on January 27, 2026 (the “2025 Annual Meeting”). Although the 2025 Annual Meeting has been scheduled, on January 8, 2026, the Com…
by reference. The Common Warrants (as defined below) and the shares of Common Stock (as defined below) issuable upon exercise of the Common Warrants have not been registered under the Securities Act of 1933, as amended (the “ Securities Act ”) or the securities laws of any state, and are being offered and sold in reliance on the exemption from registration under the Securities Act, afforded by Section 4(a)(2) and/or Rule 506 promulgated thereunder.
Other Events. On November 24, 2025, Tempest Therapeutics, Inc. (the “ Company ”) entered into a securities purchase agreement (the “ Purchase Agreement ”) with a single institutional investor, pursuant to which the Company agreed to issue and sell (i) in a registered direct offering (the “ Registered Direct Offering ”) an aggregate of 487,000 shares (the “ Shares ”) of the Company’s common stock, $0.001 par value per share (the “ Common Stock ”), and prefunded warrants to purchase 685,414 sha…
Other Information. Business Overview Following the Closing of the Contemplated Transactions, the Company intends to continue to advance amezalpat and TPST-1495, as set forth below, and will begin development of TPST-2003 (currently known as ERI-2003), TPST-2206 (currently known as ERI-2206), TPST-3003 (currently known as ERI-3003) and TPST-3206 (currently known as ERI-3206). The Company’s pipeline is expected to consist of the following programs: Following the Closing, the Company plans to pu…
Based in part upon the representations of the Sellers in the Asset Purchase Agreement, the Company Common Stock described above are being offered in a private placement under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and have not been registered under the Securities Act. Accordingly, such securities may not be offered or sold in the United States except pursuant to an effective registration statement or an applicable exemption from the registration requ…
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. Matt Angel, Ph.D. In connection with the Closing of the Contemplated Transaction, Dr. Angel will be appointed to serve as the Company’s President and Chief Executive Officer, replacing Mr. Brady in such capacities, and as a member of the Company’s board of directors. Dr. Angel, age 44, has served as Co-Founder, President, Chief Executive Officer an…
Entry into a Material Definitive Agreement. Asset Purchase Agreement On November 19, 2025, Tempest Therapeutics, Inc. (the “Company”) executed an Asset Purchase Agreement (the “Asset Purchase Agreement”) with Erigen LLC, a Delaware limited liability company (“Erigen”), and Factor Bioscience Inc., a Delaware corporation (“Factor” and together with Erigen, “Sellers”). Subject to the terms and conditions of the Asset Purchase Agreement, at the closing (the “Closing”) of the transactions contempl…
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