Filing Analysis
Tempest Therapeutics announced the resignation of its Principal Financial Officer and Principal Accounting Officer, Justin Trojanowski, effective September 1, 2026. The company has appointed Nicholas Rossettos as the new CFO, Treasurer, and Corporate Secretary to succeed him.
🚩 Red Flags
- Departure of the Principal Financial and Accounting Officer (PFO/PAO) can sometimes signal internal friction or disagreements regarding financial reporting, though no such cause was stated here.
📋 Key Facts
- Justin Trojanowski resigned as Principal Financial Officer and Principal Accounting Officer, effective September 1, 2026.
- Nicholas Rossettos appointed as Chief Financial Officer, Principal Financial and Accounting Officer, Treasurer, and Corporate Secretary, effective September 1, 2026.
- Mr. Rossettos brings over 30 years of experience, including previous CFO roles at Egenix, Inc. and interim CFO experience at Sernova Corp.
- The appointment is not subject to any undisclosed arrangements or transactions under Item 404(a) of Regulation S-K.
Tempest Therapeutics, Inc. filed an 8-K to announce its financial results for the quarter ended June 30, 2026. The filing serves as a formal announcement of quarterly business highlights and financial performance via a press release.
📋 Key Facts
- Report date: August 13, 2026
- Reporting period: Quarter ended June 30, 2026
- The filing includes an announcement of financial results and other business highlights via Exhibit 99.1.
- Information is furnished under Item 2.02 (Results of Operations and Financial Condition) but not 'filed' for purposes of Section 18 liability.
Tempest Therapeutics entered into an equity line of credit (ELOC) with Lincoln Park Capital Fund, LLC for up to $50 million in common stock. This agreement allows the company to sell shares at a discount over a 24-month period to provide flexible financing.
🚩 Red Flags
- Equity Line of Credit (ELOC): Often used by distressed micro-cap companies as a last resort for liquidity, which can lead to significant shareholder dilution.
- Immediate Dilution: The issuance of 560,356 shares as an upfront commitment fee causes immediate dilution without immediate capital inflow.
- Price Floor/Discounted Sales: The mechanism typically results in selling shares at a discount to the current market price, creating downward pressure on the stock.
📋 Key Facts
- Total commitment: Up to $50.0 million of Common Stock ($25M initial, plus $25M additional).
- Counterparty: Lincoln Park Capital Fund, LLC.
- Term: Up to 24 months from the Commencement Date.
- Pricing mechanism: Shares are sold at a price determined by market conditions, subject to a 'floor price' threshold.
- Commitment fee: The company will issue 560,356 shares immediately and an additional 350,223 shares upon full funding of the initial $25M.
- Exchange Cap: Issuance is limited to 19.99% of outstanding shares unless stockholder approval is obtained or a specific price threshold ($1.3854) is maintained.
Tempest Therapeutics failed to secure the required 75% supermajority vote at its July 27, 2026, special meeting regarding amendments to its Certificate of Incorporation. The company has adjourned the meeting until August 17, 2026, to attempt to gather sufficient votes.
🚩 Red Flags
- Failure to pass a critical corporate governance amendment despite having a high quorum (67.7%) suggests significant shareholder opposition or lack of engagement from key stakeholders.
- The requirement for a 75% supermajority makes passing the proposal mathematically difficult if institutional holders are not aligned.
📋 Key Facts
- The Special Meeting was held on July 27, 2026, to vote on replacing supermajority voting requirements and permitting stockholder action by written consent.
- Quorum was met with 10,031,446 shares (67.7% of outstanding common stock) represented at the meeting.
- The Proposal requires a 75% affirmative vote to pass, which was not achieved during the initial meeting.
- The Special Meeting is adjourned and will reconvene on August 17, 2026, via webcast.
- The company has engaged proxy solicitation firm Sodali & Co. to assist in obtaining necessary votes.
Tempest Therapeutics entered into a collaboration agreement with Heibei Senlang Biotechnology Co., Ltd. to develop CAR-T product candidates in China, specifically focusing on TPST-4003 for myasthenia gravis or multiple sclerosis via investigator-initiated trials (IIT). The deal involves development fees and potential licensing rights for the Chinese market.
🚩 Red Flags
- Outflow of cash ($1.5M-$2.0M per product) for development activities in a foreign jurisdiction (China).
- Potential loss of Chinese market exclusivity/rights via the option granted to Senlang upon completion of data packages.
📋 Key Facts
- Collaboration agreement signed July 17, 2026, with Heibei Senlang Biotechnology Co., Ltd. (China).
- Focus is on TPST-4003 CAR-T product candidate for myasthenia gravis (MG) or multiple sclerosis (MS).
- Initial IIT to evaluate TPST-4003 in approximately 10 patients.
- First patient enrollment and dosing expected in Q4 2026.
- Development fees payable by Tempest to Senlang range from $1.5 million to $2.0 million per product, based on milestones.
- Tempest retains all rights/title to original IP; Senlang receives an exclusive option to negotiate a definitive license for China rights after data package delivery.
Tempest Therapeutics, Inc. announced that stockholders approved two proposals to issue common stock pursuant to Nasdaq Rule 5635 at a Special Meeting held on June 18, 2026. The approvals allow for the issuance of shares upon the exercise of various outstanding warrants (Series A, Series B, and Common Warrants).
🚩 Red Flags
- Significant potential dilution for existing shareholders due to the massive volume of warrants being cleared for exercise/issuance.
- The company is actively using 'Inducement Offers' and private placements (March 20, 2026) to manage its capital structure or debt/equity obligations.
📋 Key Facts
- Special Meeting held on June 18, 2026.
- Proposal 1 approved: Issuance of up to 925,927 shares upon exercise of Series A Warrants and 925,927 shares upon exercise of Series B Warrants (from March 20, 2026 private placement).
- Proposal 2 approved: Issuance of up to 2,344,828 shares upon exercise of Common Warrants issued in connection with a November 2025 Inducement Offer.
- Total potential new common stock issuance via these approvals exceeds 4.1 million shares.
Tempest Therapeutics is addressing a Nasdaq non-compliance notice regarding board vacancies by appointing two new directors and a new Principal Financial Officer following the resignation of its CFO.
🚩 Red Flags
- Nasdaq non-compliance notice: The company was notified on May 22, 2026, that it was no longer in compliance with Listing Rules 5605(b)(1)(A) and 5605(c)(4).
- CFO Departure: The resignation of the CFO (Nicholas Maestas) coincides with the board reconstitution and delisting risk.
- Multiple 8-K items: The filing covers officer departures, director appointments, and regulatory compliance issues (Items 5.02 and 7.01).
- Board instability: The company admits to having more than one vacancy on its board and committees, leading to the Nasdaq notice.
📋 Key Facts
- CFO Nicholas Maestas resigned effective June 5, 2026.
- Justin Trojanowski appointed as VP Finance, Principal Financial Officer, and Corporate Secretary effective June 5, 2026.
- Dr. John David Yee and Mr. William Drake Richey appointed as Class II directors effective June 4, 2026.
- Nasdaq notified the company on May 22, 2026, that it was out of compliance due to multiple board and committee vacancies.
- The company has reduced annual cash retainers for non-employee directors (e.g., base retainer now $20,000).
- New directors will receive initial option awards of 25,000 shares each.
Tempest Therapeutics entered into an inducement agreement on May 28, 2026, to encourage a warrant holder to exercise existing warrants at a significantly reduced price. The company raised approximately $2.0 million in gross proceeds but issued substantial new warrants as a sweetener.
🚩 Red Flags
- Significant dilution: The company issued new warrants for double the amount of shares exercised (2.34M new warrants vs 1.17M shares exercised).
- Price reduction: The exercise price was slashed by over 50% (from $3.50 to $1.73) to induce the cash infusion, signaling desperation for liquidity.
- High cost of capital: The use of a placement agent with both warrant and cash fee components increases the overall cost of this small capital raise.
📋 Key Facts
- Existing warrants originally issued in Nov 2025 with a $3.50 exercise price were induced to be exercised at a reduced price of $1.73 per share.
- The holder exercised warrants for 1,172,414 shares of common stock.
- In exchange, the company issued a 'New Warrant' to purchase up to 2,344,828 shares at $1.73 per share, expiring May 29, 2028.
- Gross proceeds from the transaction were approximately $2.0 million.
- H.C. Wainwright & Co., LLC acted as placement agent and received warrants for 82,069 shares at $2.1625 per share, plus a 7% cash fee on future New Warrant exercises.
Tempest Therapeutics reported the resignation of Ms. Simantov from its Board of Directors effective May 23, 2026. The departure includes a Separation Agreement where the director waived accrued and unpaid retainer fees.
📋 Key Facts
- Ms. Simantov resigned from the Board of Directors on May 23, 2026.
- The company stated the resignation was not the result of any disagreement regarding operations, policies, or practices.
- A Separation Agreement was executed involving the waiver of all accrued and unpaid retainer fees by Ms. Simantov.
- Existing stock option awards and capital stock ownership remain unaffected.
- Indemnification rights remain in effect for six years following the separation.
Tempest Therapeutics (TPST) received a Nasdaq deficiency letter on May 19, 2026 for failing to meet the minimum stockholders' equity requirement of $2,500,000, reporting only $822,000 as of March 31, 2026. Compounding the crisis, two independent directors resigned simultaneously (Michael Raab and Christine Pellizzari), triggering non-compliance across four additional Nasdaq governance rules. The Company has until July 6, 2026 to submit a compliance plan, with a potential 180-day extension if accepted.
🚩 Red Flags
- Stockholders' equity of $822,000 is only 32.9% of the required $2,500,000 Nasdaq minimum — a deep and severe shortfall
- Company fails ALL three alternative continued listing standards simultaneously (no path to easy cure)
- Two independent directors resigned simultaneously, triggering non-compliance across FOUR separate Nasdaq governance rules at once
- Ineligible for standard cure period due to multiple simultaneous board/committee vacancies — forced into formal compliance plan process
- Forward-looking statements explicitly cite need to 'continue to operate as a going concern,' signaling acute liquidity distress
- Forward-looking statements also cite 'current liquidity position and the need to obtain additional financing to support ongoing operations'
- Multiple 8-K items triggered in a single filing period (Item 3.01 delisting + Item 5.02 officer/director departures)
- Biotech clinical-stage company with severely depleted equity — high dilution risk if equity raise attempted to regain compliance
- No assurance language: 'there can be no assurance that the Panel will grant the Company's request for continued listing'
📋 Key Facts
- Nasdaq deficiency letter received May 19, 2026 for violation of Listing Rule 5550(b)(1) (minimum stockholders' equity of $2,500,000)
- Reported stockholders' equity of only $822,000 as of March 31, 2026 — a shortfall of approximately $1,678,000
- Company also fails all three alternative continued listing standards: no market value of listed securities ≥$35M, no net income ≥$500K in most recent or two of last three fiscal years
- Directors Michael Raab and Christine Pellizzari resigned, disclosed in a separate May 22, 2026 Form 8-K (Item 5.02)
- Board independence non-compliance triggered under Nasdaq Listing Rule 5605(b)(1) (majority independent directors)
- Audit Committee non-compliance under Nasdaq Listing Rule 5605(c)(2)(A) (requires at least 3 independent members)
- Compensation Committee non-compliance under Nasdaq Listing Rule 5605(d)(2)(A) (requires at least 2 independent members)
- Nominating and Corporate Governance Committee non-compliance under Nasdaq Listing Rule 5605(e)(1)
- Company is NOT eligible for the standard cure period because there is more than one vacancy across all committees
- Compliance Plan deadline: July 6, 2026 (45 calendar days from May 19, 2026)
- If Compliance Plan accepted, up to 180-day extension may be granted to regain compliance
- Forward-looking statements explicitly reference 'need to continue to operate as a going concern'
- Filing signed by CFO Nicholas Maestas on May 22, 2026
Tempest Therapeutics, Inc. (TPST) filed an 8-K on May 22, 2026 disclosing the simultaneous resignation of three board members — Stephen Brady, Michael Raab, and Christine Pellizzari — all effective the same day. Each resigning director entered into a Separation Agreement waiving all accrued and unpaid retainer fees. The mass departure of three directors in a single event is a significant governance red flag for a micro-cap clinical-stage therapeutics company.
🚩 Red Flags
- Simultaneous resignation of three board members on the same day is highly unusual and raises serious governance concerns, even if the boilerplate 'no disagreement' language is included.
- Mass board departure at a micro-cap clinical-stage biotech could signal strategic uncertainty, disagreement over company direction, or impending major transaction.
- Directors waiving accrued and unpaid retainer fees is atypical and may suggest financial distress or a negotiated exit under pressure.
- Reference to a previously filed 10-K/A (March 30, 2026) suggests the company has had prior financial reporting amendments, adding to governance concerns.
- No replacement directors announced in the same filing, raising questions about board continuity and governance adequacy.
- Separation Agreements details deferred to a future 10-Q filing, limiting immediate transparency.
📋 Key Facts
- Three board directors resigned simultaneously on May 22, 2026: Stephen Brady, Michael Raab, and Christine Pellizzari.
- All resignations were effective immediately on the date of notification (May 22, 2026).
- Each director executed a Separation Agreement waiving all accrued and unpaid retainer fees under the non-employee director compensation program.
- The Company stated it was not informed that the resignations resulted from any disagreement with the Company on operations, policies, or practices (per Item 5.02(a)(1) boilerplate).
- Existing stock option awards and share ownership rights of the departing directors are unaffected by the Separation Agreements.
- Indemnification agreements for each departing director remain in full force for six years from separation.
- Full text of Separation Agreements will be filed as exhibits to the 10-Q for the quarter ended June 30, 2026.
- The filing was signed by Matthew Angel, President and CEO.
- The Company references a previously filed 10-K/A (March 30, 2026), suggesting a prior restatement or amendment activity.
Tempest Therapeutics, Inc. reported its financial results for the first quarter ended March 31, 2026. The filing serves as a standard quarterly update to investors regarding the company's financial condition and business highlights.
📋 Key Facts
- The filing was made on May 14, 2026, reporting on the quarter ended March 31, 2026.
- The information was furnished under Item 2.02 (Results of Operations and Financial Condition).
- The company included a press release as Exhibit 99.1 detailing financial performance and business updates.
Tempest Therapeutics issued a clinical update at the ISCT 2026 Annual Meeting and updated its corporate presentation for investors.
📋 Key Facts
- Company issued a press release titled 'Tempest Presents Clinical Update at ISCT 2026 Annual Meeting' on May 6, 2026.
- An updated corporate presentation dated May 2026 was posted to the company's website.
- The clinical update was presented at the International Society for Cell & Gene Therapy (ISCT) 2026 Annual Meeting.
Tempest Therapeutics announced its financial results for the fiscal year ended December 31, 2025, and provided business highlights. The disclosure was made via a press release furnished to the SEC on March 30, 2026.
📋 Key Facts
- Announced financial results for the fiscal year ended December 31, 2025
- Press release issued and dated March 30, 2026
- Information furnished under Item 2.02 regarding results of operations and financial condition
Tempest Therapeutics entered into a $2.0 million private placement (PIPE) involving common stock, pre-funded warrants, and two series of common warrants with institutional and strategic investors. The deal includes participation from Factor Bioscience Inc. and requires stockholder approval for the full exercise of the issued warrants.
🚩 Red Flags
- Small raise size ($2M) relative to typical biotech burn rates may indicate urgent liquidity needs.
- High warrant coverage: The deal includes nearly 2 million warrants for a ~925k share/pre-funded warrant base, which is highly dilutive.
- The requirement for stockholder approval for warrant exercise adds execution risk and potential for future non-compliance.
📋 Key Facts
- The company raised approximately $2.0 million in gross proceeds through the sale of 462,964 shares and 462,963 pre-funded warrants.
- The combined purchase price per share/unit was $2.16.
- The offering includes Series A and Series B warrants for an aggregate of 1,851,854 additional shares of common stock.
- Factor Bioscience Inc. participated as a 'Strategic Investor' in the placement.
- The company must seek stockholder approval for the issuance of shares upon exercise of the Common Warrants within 90 days.
- H.C. Wainwright & Co. acted as the placement agent, receiving fees of 3-6% of gross proceeds.
- Registration rights agreement requires a resale registration statement to be filed within 15 days of the agreement.
Tempest Therapeutics announced interim results from its ongoing REDEEM-1 trial of TPST-2003 and updated its corporate presentation. The company is currently preparing for a potential U.S. registrational study for the candidate in 2026.
📋 Key Facts
- Interim results released for the REDEEM-1 trial evaluating TPST-2003 on February 25, 2026
- Company is preparing for a potential U.S. registrational study in 2026
- Updated corporate presentation dated February 25, 2026, was posted to the company website
- The filing includes Item 7.01 (Regulation FD Disclosure) and Item 8.01 (Other Events)
Tempest Therapeutics, Inc. has filed an 8-K to furnish an updated corporate presentation via Regulation FD disclosure. This filing is a routine update of investor materials and does not contain material financial changes or structural shifts.
📋 Key Facts
- The company intends to post an updated corporate presentation dated February 2026 to its website.
- The information was furnished under Item 7.01 (Regulation FD Disclosure) and is not considered 'filed' for purposes of Section 18 liability.
- The filing includes Exhibit 99.1, which contains the updated investor presentation.
Tempest Therapeutics completed a significant asset acquisition from Erigen LLC and Factor Bioscience, resulting in a major change of control. The transaction involved the issuance of over 8 million shares, shifting majority ownership to Erigen's members and related parties.
🚩 Red Flags
- Significant dilution: Issuance of 8.2M shares represents a massive increase in the float/equity structure.
- Change in Control: Erigen and related parties now control the majority of the company (approx. 61%).
- Executive Turnover: Simultaneous departure of CEO Stephen Brady and Board member Geoff Nichol.
- Warrant overhang: Issuance of nearly 6.8M warrants creates potential future dilution.
📋 Key Facts
- Completed acquisition of CAR T-cell therapy assets (ERI-2003, ERI-2206, ERI-3003, ERI-3206) on February 3, 2026.
- Issued 8,268,495 shares of Common Stock to Erigen LLC as consideration for the assets.
- Total outstanding shares increased to 13,481,070 following the issuance.
- Erigen's members and related parties are expected to own approximately 61.4% (combined) of the Company's Common Stock.
- Dr. Matt Angel appointed as new President and CEO; Stephen Brady resigned from all positions.
- Issued 6,784,989 warrants via a 'Warrant Dividend' with an exercise price of $18.48 per share.
- Board changes: Geoff Nichol resigned; Michael Raab transitioned to non-Chair role; Stephen Brady succeeded as Chair.
Tempest Therapeutics held its 2025 Annual Meeting of Stockholders on January 27, 2026, where shareholders approved several key items including an extension of the company's rights plan and an amendment to the equity incentive plan. Notably, stockholders also approved the issuance of over 8 million shares related to a prior asset purchase agreement.
🚩 Red Flags
- Significant dilution: Approval of the issuance of 8,268,495 shares under Nasdaq rules suggests a substantial increase in share count to satisfy debt/asset obligations.
- Contested equity plan: Proposal 6 (Equity Incentive Plan Amendment) passed with relatively low support (646,079 'For' vs 600,412 'Against'), indicating shareholder dissatisfaction or concern regarding dilution.
📋 Key Facts
- Annual Meeting held on January 27, 2026.
- Stockholders extended the expiration date of the limited duration stockholder rights plan until October 10, 2026.
- Approved Amendment No. 1 to the 2023 Equity Incentive Plan, increasing share pool by 1,410,000 shares.
- Ratified Ernst & Young LLP as independent registered public accounting firm for FY2025.
- Approved issuance of 8,268,495 common shares to satisfy obligations under an Asset Purchase Agreement with Erigen LLC and Factor Bioscience Inc. dated Nov 19, 2025.
- Geoff Nichol elected as Class I director.
Tempest Therapeutics received a notice from Nasdaq regarding non-compliance with listing rules due to failure to hold an annual meeting of stockholders within the required 12-month timeframe. The company intends to regain compliance by holding its scheduled 2025 Annual Meeting on January 27, 2026.
🚩 Red Flags
- Delisting notice/Non-compliance with Nasdaq listing rules
- Failure to meet corporate governance requirements (Annual Meeting requirement)
📋 Key Facts
- Received notice from Nasdaq Listing Qualifications Department on January 8, 2026.
- Non-compliance stems from failure to hold an annual meeting within 12 months of the Dec 31, 2024 fiscal year end (Nasdaq Rules 5620(a) and 5810(c)(2)(G)).
- The company has until February 23, 2026, to regain compliance or submit a plan.
- The 2025 Annual Meeting is scheduled for January 27, 2026.
- Compliance is expected immediately upon holding the scheduled meeting.
Tempest Therapeutics entered into a securities purchase agreement for a registered direct offering and a concurrent private placement with a single institutional investor. The offering includes common stock, prefunded warrants, and common warrants to raise approximately $4.25 million in gross proceeds.
🚩 Red Flags
- Significant dilution potential due to the issuance of over 1.8 million warrants (Prefunded and Common).
- Use of 'Prefunded Warrants' with a near-zero exercise price ($0.001) is often used to circumvent beneficial ownership thresholds, leading to rapid future dilution.
- The offering is being conducted via a single institutional investor, indicating limited access to broader capital markets.
📋 Key Facts
- The offering consists of 487,000 shares of Common Stock and 685,414 Prefunded Warrants via registered direct offering.
- A concurrent private placement includes warrants to purchase 1,172,414 shares of Common Stock.
- Combined purchase price per share/warrant unit is $3.625 for the registered portion and $3.624 for the prefunded portion.
- Common Warrants have an exercise price of $3.50 per share with an 18-month term.
- Prefunded Warrants have an initial exercise price of $0.001 per share.
- Gross proceeds are expected to be approximately $4.25 million before fees and expenses.
- H.C. Wainwright & Co., LLC is serving as the exclusive placement agent with a 6.0% cash fee.
- The company intends to use net proceeds for working capital and general corporate purposes.
Tempest Therapeutics has entered into an Asset Purchase Agreement to acquire a suite of CAR T-cell therapy assets from Erigen LLC and Factor Bioscience Inc. The transaction involves a significant restructuring of ownership, where the sellers will control approximately 65% of the company post-closing.
🚩 Red Flags
- Significant dilution: Existing shareholders will be diluted to roughly 35% ownership post-transaction.
- Concentrated control: The sellers (Matt Angel and Lotus Capital) will hold a combined ~65% stake, effectively controlling the company.
- Dependency on financing: Closing is contingent upon securing at least $5.0 million in new capital by Dec 5, 2025.
- Management overhaul: Significant leadership changes including the departure of the current CEO from active management to Chairman.
📋 Key Facts
- Acquisition of four CAR T-cell therapy assets: ERI-2003, ERI-2206, ERI-3003, and ERI-3206.
- Consideration consists of 8,268,495 shares of Company Common Stock issued to Erigen.
- Post-closing ownership: Pre-closing equityholders will own ~35.0%; Matt Angel/Erigen owners ~38.0%; Lotus Capital (BVI) Limited ~27.0%.
- Dr. Matt Angel to be appointed as CEO and President; Stephen Brady to become Chairman.
- Transaction is contingent upon stockholder approval and a minimum $5.0 million pre-closing financing by Dec 5, 2025.
- Closing expected in early 2026.
Tempest Therapeutics, Inc. filed an 8-K to announce its financial results for the quarter ended September 30, 2025. The filing serves as a formal announcement of quarterly earnings and business highlights via a press release.
📋 Key Facts
- Report date: November 05, 2025
- Reporting period: Quarter ended September 30, 2025
- The filing includes the company's quarterly financial results and business highlights via Exhibit 99.1.
- Information is furnished under Item 2.02 (Results of Operations and Financial Condition).
Tempest Therapeutics, Inc. filed an 8-K to furnish its quarterly financial results and business highlights for the period ended June 30, 2025.
📋 Key Facts
- Report date: August 11, 2025
- Reporting period: Quarter ended June 30, 2025
- The filing is made pursuant to Item 2.02 (Results of Operations and Financial Condition)
- Information furnished under Item 2.02 is not considered 'filed' for purposes of Section 18 liability.
Tempest Therapeutics entered into a securities purchase agreement for a registered direct offering of 405,000 shares of common stock and prefunded warrants to a single institutional investor. The net proceeds are expected to be approximately $4.1 million, intended to fund a strategic alternative process and working capital.
🚩 Red Flags
- Strategic alternative process mentioned as a primary use of proceeds, often indicating distress or search for a buyer/merger.
- Use of prefunded warrants which can lead to future dilution and potential downward pressure on stock price.
- Reliance on single institutional investor for capital infusion.
📋 Key Facts
- Offering size: 405,000 shares of Common Stock and 334,000 Prefunded Warrants.
- Pricing: $6.25 per share of Common Stock; $6.249 per Prefunded Warrant.
- Estimated net proceeds: Approximately $4.1 million after fees and expenses.
- Placement Agent: H.C. Wainwright & Co., LLC (6.0% cash fee).
- Use of proceeds: Supporting a 'previously announced strategic alternative process' and working capital.
- Cash runway estimate: Company expects funds to last into the second quarter of 2026.
Tempest Therapeutics, Inc. has suspended and terminated its current 'At-the-Market' (ATM) prospectus supplement related to common stock sales via Jefferies LLC. While the underlying Sales Agreement remains active, no further securities will be sold under the existing prospectus until a new registration statement or supplement is filed.
🚩 Red Flags
- Suspension of ATM program may indicate a strategic pause or a need to re-evaluate the timing/valuation of equity raises.
- Potential liquidity management signal: Companies often halt ATM programs if they wish to avoid immediate dilution or if market conditions are unfavorable for their current share price.
📋 Key Facts
- Notice delivered to Jefferies LLC on June 11, 2025.
- Termination applies specifically to the ATM Prospectus dated February 6, 2025.
- The underlying Open Market Sale Agreement (dated June 20, 2024) remains in full force and effect.
- No further sales of common stock will occur under this specific supplement until new regulatory filings are made.
Tempest Therapeutics has transitioned its top three executives—CEO, CMO, and CFO—from full-time employment to consulting agreements. This move follows a previously announced plan to explore strategic alternatives due to capital resource constraints.
🚩 Red Flags
- Mass exodus/transition of the entire C-suite (CEO, CFO, CMO) simultaneously.
- Context of 'exploring strategic alternatives' often signals potential sale, merger, or liquidation.
- Capital resource extension plan indicates liquidity concerns.
- Full acceleration of equity awards for departing executives can be dilutive and indicative of a wind-down phase.
📋 Key Facts
- On June 5, 2025, CEO Stephen Brady, CMO Samuel Whiting, and CFO Nicholas Maestas transitioned from employees to consultants.
- The executives will continue in their respective roles under one-year consulting agreements with hourly compensation.
- Separation Agreements were executed for all three executives, providing severance benefits contingent upon a general release of claims.
- All outstanding equity awards for the three executives fully vested on June 5, 2025.
- The transition is part of a broader plan to extend capital resources and explore strategic alternatives announced on April 18, 2025.
Tempest Therapeutics, Inc. filed an 8-K to announce its financial results for the quarter ended March 31, 2025. The filing serves as a formal announcement of quarterly earnings and business highlights via a press release.
📋 Key Facts
- Report date: May 13, 2025
- Reporting period: Quarter ended March 31, 2025
- The filing includes the company's quarterly financial results and business highlights in Exhibit 99.1.
- The information is furnished under Item 2.02 and is not considered 'filed' for purposes of Section 18 liability.
Tempest Therapeutics, Inc. announced that it has regained compliance with Nasdaq's minimum bid price requirement of $1.00 per share as of April 24, 2025.
🚩 Red Flags
- The company previously faced delisting risk due to falling below the $1.00 minimum bid price threshold.
📋 Key Facts
- The company received formal notification from Nasdaq confirming compliance with Listing Rule 5550(a)(2).
- Compliance was achieved regarding the minimum bid price requirement of $1.00 per share.
- Notification date: April 24, 2025.
Tempest Therapeutics is implementing a drastic workforce reduction of approximately 80% (21 out of 26 employees) to extend capital resources. This action is part of an ongoing process to explore strategic alternatives for the company.
🚩 Red Flags
- Extreme workforce reduction (80% of staff) indicates severe liquidity or operational distress.
- Company is actively exploring 'strategic alternatives', which often precedes a sale, merger, or bankruptcy.
- Significant cash burn for severance ($1.5M) in a period where the company is trying to extend capital resources.
📋 Key Facts
- Workforce reduction: 21 out of 26 full-time employees to be terminated effective April 30, 2025.
- Estimated cash expenditure: Approximately $1.5 million in severance and related costs.
- Strategic context: The reduction is intended to extend capital resources while exploring 'a full range of strategic alternatives'.
- Transition plan: Key employees from the terminated group are expected to transition to consulting agreements.
Tempest Therapeutics announced it is exploring a full range of strategic alternatives to maximize stockholder value. Additionally, the company has fully repaid its $3.5 million loan with Oxford Finance LLC, including an exit fee.
🚩 Red Flags
- Exploration of 'strategic alternatives' is often a precursor to sale, merger, or restructuring in micro-cap biotech.
- The mention of an exit fee suggests the company is moving away from its current debt structure, likely to clean up the balance sheet for a potential transaction.
📋 Key Facts
- Company is exploring 'a full range of strategic alternatives' as of April 9, 2025.
- Repaid $3.5 million in full to Oxford Finance LLC on August 8, 2025 (Note: Filing date is April 2025, implies a potential typo in filing text or future-dated reporting context).
- The repayment included an exit fee of $0.6 million.
- All liens and security interests related to the Oxford Finance loan have been released.
Tempest Therapeutics, Inc. has filed a Certificate of Amendment to effect a 1-for-13 reverse stock split effective April 8, 2025. This action aims to consolidate outstanding shares from approximately 45.76 million down to roughly 3.52 million.
🚩 Red Flags
- Reverse stock split (often used to avoid Nasdaq delisting due to minimum bid price requirements).
- Significant reduction in share count and liquidity profile.
📋 Key Facts
- Reverse stock split ratio is 1-for-13.
- Effective date of the split is April 8, 2025, at 5:00 p.m. ET.
- Trading on Nasdaq will resume on a split-adjusted basis when market opens on April 9, 2025.
- The number of outstanding shares will decrease from 45,764,184 to approximately 3,520,321.
- New CUSIP number for common stock: 87978U207.
- Fractional shares will be paid out in cash; no new fractional shares will be issued.
Tempest Therapeutics, Inc. filed an 8-K to furnish its year-end financial results for the fiscal year ended December 31, 2024, alongside other business highlights via a press release.
📋 Key Facts
- Report date: March 27, 2025
- Reporting period: Fiscal year ended December 31, 2024
- The filing is made under Item 2.02 (Results of Operations and Financial Condition)
- Information provided is furnished but not 'filed' for purposes of Section 18 liability
Tempest Therapeutics received a deficiency notice from Nasdaq because its common stock bid price closed below $1.00 for 30 consecutive business days. The company has until June 25, 2025, to regain compliance or risk delisting.
🚩 Red Flags
- Delisting notice from Nasdaq (Rule 5550(a)(2))
- Potential for reverse stock split to cure deficiency
- Persistent low share price (<$1.00) indicating market distress
📋 Key Facts
- Received Nasdaq notification on December 27, 2024, regarding a bid price deficiency under Rule 5550(a)(2).
- The stock closed below $1.00 for the last 30 consecutive business days.
- Compliance deadline is June 25, 2025 (180-day grace period).
- To regain compliance, the bid price must close at or above $1.00 for at least 10 consecutive business days before the deadline.
- Stockholders previously approved a reverse stock split ratio between 1-for-2 and 1-for-15 on December 3, 2024, as a potential remedy.
Tempest Therapeutics, Inc. announced that stockholders approved a proposal for a reverse stock split with a ratio ranging from 1-for-2 to 1-for-15. The company also entered into an amendment to its existing Rights Agreement.
🚩 Red Flags
- Reverse stock split approved (typically used to maintain Nasdaq listing compliance or improve share price).
- High level of opposition to the reverse split (9.8M votes against).
📋 Key Facts
- Stockholders approved a reverse stock split at a ratio between 1-for-2 and 1-for-15, to be determined by the Board.
- The Special Meeting of stockholders was held on December 3, 2024.
- Voting results: 12,723,707 votes for, 9,810,591 votes against, and 415,687 abstentions.
- The company entered into Amendment No. 2 to its Rights Agreement with Computershare Trust Company, N.A. on December 5, 2024.
Tempest Therapeutics, Inc. filed an 8-K to announce its third quarter 2024 financial results and provide a general business update as of November 12, 2024.
📋 Key Facts
- Reporting period: Quarter ended September 30, 2024
- Filing date: November 12, 2024
- The filing includes a press release (Exhibit 99.1) containing financial results and business highlights.
Tempest Therapeutics entered into a master clinical supply agreement with Roche to provide atezolizumab (TECENTRIQ) for use in clinical studies involving the company's compound amezalpat. Additionally, the company amended its existing Rights Agreement to extend its expiration date.
🚩 Red Flags
- The extension of a Rights Agreement (often used as a 'poison pill' to prevent hostile takeovers) suggests ongoing defensive posture or potential shareholder activism/threats.
📋 Key Facts
- Entered into a Master Clinical Supply Agreement with F. Hoffmann-La Roche Ltd. on October 7, 2024.
- Roche will supply atezolizumab (TECENTRIQ) for clinical studies involving amezalpat (TPST-1120).
- A CSA Supplement was signed to provide atezolizumab free of charge for a planned Phase 3 trial in patients with Unresectable or Metastatic Hepatocellular Carcinoma.
- The Company will solely own all data, results, and reports generated from the studies.
- Amendment No. 1 to the Rights Agreement extends the Final Expiration Date until after the 2025 Annual Meeting of Stockholders (or October 10, 2026, if approved by stockholders).
Tempest Therapeutics, Inc. filed an 8-K to furnish its second quarter 2024 financial results and a business update via press release. The filing is primarily a routine disclosure of quarterly earnings under Item 2.02.
📋 Key Facts
- Report date: August 08, 2024
- Reporting period: Quarter ended June 30, 2024
- The filing includes a press release titled 'Tempest Reports Second Quarter 2024 Financial Results and Provides Business Update' as Exhibit 99.1.
- Information is furnished under Item 2.02 and not filed for purposes of Section 18 liability.
Tempest Therapeutics has terminated its existing $100M sales agreement with Jefferies LLC and entered into a new Open Market Sale Agreement to increase its capacity to sell common stock up to $205,000,000.
🚩 Red Flags
- Significant increase in potential dilution: The company is expanding its ability to issue common stock by $105M compared to the previous agreement.
- Continuous need for capital raises, typical of micro-cap biotech companies with high burn rates.
📋 Key Facts
- Terminated Prior Sales Agreement (dated July 23, 2021) with Jefferies LLC.
- Prior agreement had a maximum aggregate offering price of $100,000,000.
- As of June 20, 2024, the company had realized $42,671,322 in gross proceeds from prior sales.
- New Open Market Sale Agreement allows for the sale of up to $205,000,000 of Common Stock.
- The filing also includes a press release regarding positive survival data for Amezalpat (TPST-1120) in an HCC study.
Tempest Therapeutics, Inc. held its 2024 Annual Meeting of Stockholders on June 13, 2024. The filing reports the final voting results for the election of directors, advisory compensation of named executive officers, and ratification of Ernst & Young LLP as independent auditors.
📋 Key Facts
- Annual Meeting held on June 13, 2024.
- Election of Class III directors: Stephen Brady, Michael Raab, and Ronit Simantov were elected to serve until the 2027 Annual Meeting.
- Stockholders approved executive compensation on an advisory basis (Say-on-Pay).
- Ratified Ernst & Young LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2024.
Tempest Therapeutics, Inc. filed an 8-K to furnish its first quarter 2024 financial results and a business update via press release. The filing is primarily a routine disclosure of quarterly earnings under Item 2.02.
📋 Key Facts
- Report date: May 9, 2024
- Reporting period: Quarter ended March 31, 2024
- The company issued a press release titled 'Tempest Reports First Quarter 2024 Financial Results and Provides Business Update' (Exhibit 99.1).
- Information was furnished under Item 2.02 and is not considered 'filed' for purposes of Section 18 liability.
Tempest Therapeutics, Inc. issued an 8-K to announce its year-end financial results for the fiscal year ended December 31, 2023, and provided a general business update via press release.
📋 Key Facts
- The filing was made on March 19, 2024.
- The report covers financial results for the year ended December 31, 2023.
- Includes a press release titled 'Tempest Reports Year End 2023 Financial Results and Provides Business Update' as Exhibit 99.1.