Tempest Therapeutics, Inc. filed a definitive proxy statement on October 26, 2026, calling stockholders to a virtual annual meeting scheduled for November 9, 2026, at 1:00 p.m. Pacific Time, with four items on the ballot including director elections and two separate share-issuance approvals.

Key Highlights

  • Meeting date: The annual meeting is set for November 9, 2026, at 1:00 p.m. Pacific Time, conducted entirely as a virtual event.
  • Record date: Only stockholders of record at the close of business on October 23, 2026, are entitled to vote.
  • Director nominees: The Board's Class II nominees are Dr. John David Yee and Mr. William Drake Richey, each standing for election to serve until the 2029 annual meeting.
  • Auditor ratification: Stockholders are asked to ratify the selection of Ernst & Young LLP as independent registered public accounting firm for the fiscal year ending December 31, 2026.
  • Lincoln Park proposal: A vote is requested to approve, under Nasdaq Listing Rule 5635(d), potential issuance and sale of 20% or more of issued and outstanding common stock pursuant to a purchase agreement with Lincoln Park Capital Fund, LLC.
  • PIPE warrant proposal: Stockholders will vote on the issuance of up to 3,105,591 shares upon exercise of Series C Warrants, 3,105,591 shares upon exercise of Series D Warrants, and up to 217,391 shares upon exercise of placement agent warrants issued to designees of H.C. Wainwright & Co., LLC, all connected to a private placement under a Securities Purchase Agreement dated September 11, 2026.

Tempest Therapeutics Puts Share Issuance and Director Votes Before Stockholders

Tempest Therapeutics, Inc. (NASDAQ:TPST), a clinical-stage biopharmaceutical company headquartered at 2000 Sierra Point Parkway, Suite 400, Brisbane, California, filed its 2026 definitive proxy statement on October 26, 2026. The filing, submitted pursuant to Section 14(a) of the Securities Exchange Act of 1934, outlines four substantive proposals to be considered at the November 9, 2026, virtual annual meeting. Proxy materials were scheduled to be mailed on or about October 26, 2026, to all stockholders of record entitled to vote.

Two of the four proposals relate to stock issuance under Nasdaq Listing Rule 5635(d), which governs transactions that could result in the issuance of 20% or more of a company's outstanding common stock without prior stockholder approval. The first of these addresses a purchase agreement with Lincoln Park Capital Fund, LLC. The second covers warrants tied to a private placement completed under a Securities Purchase Agreement dated September 11, 2026: specifically, Series C Warrants and Series D Warrants each covering 3,105,591 shares of common stock, par value $0.001 per share, along with up to 217,391 shares issuable upon exercise of placement agent warrants issued to designees of H.C. Wainwright & Co., LLC, the placement agent for the private placement, according to the filing.

The proxy statement also covers the election of Class II directors and auditor ratification, both routine annual-meeting items. According to the filing, the Board's Class II nominees, Dr. John David Yee and Mr. William Drake Richey, are proposed to hold office until the 2029 Annual Meeting of Stockholders if elected. The filing notes that the Annual Meeting is virtual only and that stockholders who cannot locate their control number may contact the company by email to obtain assistance before the meeting.

What Was Disclosed

Tempest Therapeutics filed a definitive proxy statement covering four ballot proposals for its November 9, 2026, virtual annual meeting, including two Nasdaq-required stock-issuance approvals connected to a Lincoln Park purchase agreement and a September 2026 private placement involving Series C and Series D Warrants.