Tempest Therapeutics, Inc. 8-K

What Happened
Tempest Therapeutics, Inc. (TPST) reported on Form 8-K that Nasdaq notified the company it is not in compliance with the Nasdaq Capital Market’s minimum stockholders’ equity requirement and that the company is also noncompliant with certain independent director and committee composition rules after two directors resigned. The company’s Form 10-Q for the quarter ended March 31, 2026, reported stockholders’ equity of $822,000, below the $2,500,000 required by Nasdaq Listing Rule 5550(b)(1). The resignations of Michael Raab and Christine Pellizzari on May 22, 2026, caused noncompliance with Nasdaq Listing Rules 5605(b)(1), 5605(c)(2), 5605(d)(2)(A) and 5605(e)(1).

Key Details

• Stockholders’ equity: $822,000 reported in Form 10-Q for period ended March 31, 2026 (Nasdaq requires $2,500,000).
• Compliance deadlines: Company has 45 calendar days (no later than July 6, 2026) to submit a plan to regain equity compliance; Nasdaq may grant a further 180-day extension if the plan is accepted.
• Director/committee compliance: Company must submit a written plan within 45 days to address loss of a majority independent board and required committee memberships; more than one vacancy means the standard cure periods do not apply.
• Trading status: The notification has no immediate effect on listing; TPST common stock continues trading on the Nasdaq Capital Market under the ticker "TPST."

Why It Matters
This filing signals material listing-risk issues: Tempest currently falls short of Nasdaq’s equity threshold and temporarily lacks the independent director/committee composition required for continued listing. Both matters require prompt remedial plans to avoid escalated proceedings that could ultimately risk delisting. Investors should note the company’s low reported equity, upcoming compliance deadlines, and that the company intends to submit a plan by July 6, 2026.