Tempest Therapeutics, Inc. 8-K

What Happened

• On January 27, 2026 (the Company’s 2025 Annual Meeting), Tempest Therapeutics, Inc. announced that its stockholders approved multiple governance and corporate actions. Stockholders approved extending the Company’s limited-duration stockholder rights plan (Rights Agreement dated October 10, 2023 with Computershare & Trust Company N.A.) so the final expiration date is now October 10, 2026, unless earlier redeemed or exchanged.
• At the same meeting, stockholders approved Amendment No. 1 to the Amended and Restated 2023 Equity Incentive Plan, increasing the number of shares available under the plan by 1,410,000 shares. Other votes included the election of Geoff Nichol as a Class I director and ratification of Ernst & Young LLP as the Company’s independent auditor.

Key Details

• Rights plan extension: final expiration extended to October 10, 2026; Rights Agreement originally dated October 10, 2023 (agent: Computershare & Trust Co. N.A.).
• 2023 Equity Incentive Plan increase: +1,410,000 shares approved (Amendment No. 1).
• Approved issuance of 8,268,495 shares in satisfaction of obligations under an Asset Purchase Agreement (for Nasdaq Rules 5635(a) and (b)).
• Voting highlights (Jan 27, 2026 Annual Meeting):
  • Director Geoff Nichol: For 1,003,845; Withheld 599,242; Broker non-votes 1,075,928.
  • Advisory “say-on-pay”: For 816,856; Against 428,524; Abstain 357,707; Broker non-votes 1,075,928.
  • Ratification of Ernst & Young LLP: For 1,908,927; Against 395,747; Abstain 374,341.
  • Rights plan approval: For 707,924; Against 541,271; Abstain 353,892; Broker non-votes 1,075,928.
  • Equity plan amendment (Proposal 6): For 646,079; Against 600,412; Abstain 356,596; Broker non-votes 1,075,928.

Why It Matters

• The rights plan extension maintains a shareholder-rights framework designed to protect the company and its stockholders from potential hostile takeover attempts through October 2026.
• Increasing the equity incentive share pool by 1,410,000 shares provides the company additional capacity to grant stock-based compensation, which can support hiring, retention and acquisition-related awards—but it can also increase potential dilution to existing shareholders when grants are issued.
• Approval to issue 8,268,495 shares under the Asset Purchase Agreement is a material issuance that will increase the company’s outstanding shares and was expressly approved for Nasdaq compliance.
• Governance items—director election and auditor ratification—reflect shareholder votes on leadership and oversight. The advisory approval of executive compensation indicates shareholder support on pay as disclosed, though vote counts show notable opposition/abstentions.