Tempest Therapeutics, Inc. 8-K

What Happened

• Tempest Therapeutics (TPST) announced a Warrant Distribution declared with a Record Date of January 30, 2026 and issued on February 3, 2026 under a Warrant Agreement with Computershare. In total, the company issued 6,784,989 Warrants, each exercisable for one share of common stock at $18.48 per share (cash exercise), expiring at 5:00 p.m. NY time on February 3, 2031. The Warrants cannot be exercised until there is an effective registration statement; the company intends to file a registration statement covering up to 6,784,989 shares.
• Also effective February 3, 2026 immediately following the closing of an asset acquisition, the company announced board and executive changes: Geoff Nichol resigned from the Board; Michael Raab proposed that Stephen Brady succeed him as Chair (the Board approved); Stephen Brady resigned as President & CEO; Dr. Matt Angel was appointed President & CEO and as a Class I director and entered into an employment agreement with the company.

Key Details

• 6,784,989 Warrants issued in the Warrant Distribution; exercise price $18.48 per share; expiration February 3, 2031; cash payment required on exercise.
• Record Date: January 30, 2026; Warrant Agreement dated February 3, 2026 with Computershare Inc. and Computershare Trust Company, N.A. as Warrant Agent. Registration required before exercise; company intends to register up to 6,784,989 shares.
• Executive compensation for Dr. Matt Angel: $650,000 annual base salary, target annual bonus 50% of base, and a stock option to purchase 269,621 shares vesting over four years.
• Severance protections: if terminated without Cause (or for Good Reason) Dr. Angel is eligible for 12 months salary + 100% target bonus (prorated); during a Change in Control Period severance increases to 18 months salary + 150% target bonus and full equity acceleration.

Why It Matters

• The Warrant Distribution creates potential future dilution: if all Warrants are exercised, up to 6,784,989 new shares could be issued and would generate approximately $125.4 million in cash proceeds (6,784,989 × $18.48), but exercise is contingent on an effective registration statement and holder payment in cash.
• Leadership and governance changed immediately after the asset acquisition closing: a new CEO (Dr. Matt Angel) and board shifts were announced, along with his compensation and equity award—items investors typically watch for strategy, execution, and potential cultural shifts at the company.
• Investors should monitor the company’s registration filing for the Warrant shares, any future exercise activity, and additional disclosures about the asset acquisition and how the new management plans to deploy proceeds or advance corporate strategy.