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BCS

Current Report · Items 5.07, 8.01 · 8-K

Tempest Therapeutics, Inc.

TPSTNASDAQEQUITYCurrent

Submission of Matters to a Vote of Security Holders · Other Events

Item 5.07 Submission of Matters to a Vote of Security Holders. The information disclosed in Item 8.01 of this Current Report on Form 8-K is incorporated herein by reference.

Filed Jul 28, 2026Accepted Jul 28, 2026, 4:50 PM EDTCIK 1544227Accession 0001193125-26-321176
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Company context

We are a clinical-stage biotechnology company advancing a pipeline of advanced chimeric antigen receptor T-cell (“CAR-T”) product candidates, including our lead program, TPST-4003, a dual-targeting CD19/B-cell maturation antigen (“BCMA”) in vivo CAR-T product candidate, which we are developing for indications in immunology and oncology. In February 2026, we expanded our pipeline through a strategic transaction under which we acquired rights to a dual-targeting CAR-T platform, which included product candidates with the potential to treat certain blood cancers, solid tumors and immunology indications, including TPST-2003, an autologous CD19/BCMA CAR-T therapy currently in clinical development for relapsed or refractory multiple myeloma and the rare disease, POEMS syndrome.

Current securities

Recent company filings

  1. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory ArrangementsOct 30, 2026
  2. DEF 14A filingOct 26, 2026
  3. DEFA14A filingOct 20, 2026
  4. Submission of Matters to a Vote of Security Holders · Other EventsOct 20, 2026
  5. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements · Regulation FD DisclosureOct 19, 2026

Registered securities in this filing

Tempest Therapeutics, Inc. · 8-K · Filed 2026-07-28

As filed in this accession. Current/historical status below comes from the governed listing record; the cover itself remains exact to this filing.

Common Stock, $0.001 par value

Symbol
TPST
Exchange
NASDAQ
Classification
COMMON
Status
Current
Filing context

Context: duration_2026-07-27_to_2026-07-27_us-gaap-StatementClassOfStockAxis_us-gaap-CommonStockMember

Dimensions: us-gaap:StatementClassOfStockAxis

Series A Junior Participating Preferred Purchase Rights

Symbol
Not supplied
Exchange
NASDAQ
Classification
RIGHT
Filing context

Context: duration_2026-07-27_to_2026-07-27_us-gaap-StatementClassOfStockAxis_us-gaap-SeriesAPreferredStockMember

Dimensions: us-gaap:StatementClassOfStockAxis

Accession 000119312526321176 · 2 registered-security cover members

Read the exact SEC filing ↗

Disclosure sections

Items 5.07, 8.01

Select an item to read the extracted section. The as-filed document remains the primary evidence.

Item 5.07Item 5.07 - Submission of Matters to Vote
Item 5.07 Submission of Matters to a Vote of Security Holders. The information disclosed in Item 8.01 of this Current Report on Form 8-K is incorporated herein by reference.
Item 8.01Item 8.01 - Other Events
Item 8.01 Other Events. On July 27, 2026, Tempest Therapeutics, Inc. (the “Company”) convened its special meeting of stockholders (the “Special Meeting”) for the purpose of approving a Certificate of Amendment to the Company’s Restated Certificate of Incorporation to replace specified supermajority voting requirements and permit stockholder action by written consent in the form attached as Exhibit A to the proxy statement previously distributed to the Company’s stockholders in connection with the Special Meeting (the “Proposal”). At the Special Meeting, a total of 10,031,446 shares, or 67.7% of the 14,806,997 shares of common stock outstanding as of May 28, 2026, the record date for the Special Meeting, were present virtually or represented by proxy, constituting a quorum. However, because there were not sufficient votes to approve the Proposal at the time of the Special Meeting, the Company decided to adjourn the Special Meeting to provide stockholders with additional time to vote and to facilitate broader participation. The Special Meeting will reconvene on August 17, 2026 at 12:00 p.m. Eastern Time via live webcast at the following virtual meeting link, www.virtualshareholdermeeting.com/TPST2026SM2. Stockholders can use the same access code to attend the reconvened meeting on August 17, 2026 that was used for the Special Meeting convened on July 27, 2026. The Proposal requires the affirmative vote of the holders of at least seventy-five percent (75%) of the votes that all the stockholders would be entitled to cast in any annual election of directors or class of directors. No changes have been made to the Proposal to be voted on by the stockholders at the Special Meeting. The record date for determining stockholder eligibility to vote at the Special Meeting remains the close of business on May 28, 2026. Proxies previously submitted will be voted at the reconvened Special Meeting unless properly revoked, and stockholders who have already submitted a proxy or otherwise voted and do not wish to change their vote need not take any action. Important Additional Information and Where to Find It: Tempest has filed a definitive proxy statement and other relevant documents with the U.S. Securities and Exchange Commission (“SEC”) in connection with the Special Meeting. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT AND OTHER RELEVANT DOCUMENTS FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY because they contain important information about the matters to be voted on at the Special Meeting. Stockholders may obtain copies of these documents free of charge at the SEC’s website at www.sec.gov or on Tempest’s website at https://www.tempesttx.com. Participants in the Solicitation: The Company and its directors and executive officers may be deemed to be participants in the solicitation of proxies from the Company’s stockholders in connection with the Special Meeting. Information about the Company’s directors and executive officers is outlined in Tempest’s Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC on March 30, 2026, as updated by the Company’s Current Report on Form 8-K filed with the SEC on June 4, 2026, and information about their ownership of Tempest’s common stock is outlined in the definitive proxy statement for the Special Meeting filed with the SEC on July 17, 2026. The Company has also engaged Sodali & Co., a proxy solicitation firm to assist with obtaining adequate votes to achieve the required quorum of a majority of the outstanding shares of the Company’s common stock entitled to vote at the Special Meeting.

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