Tempest Therapeutics, Inc. 8-K

What Happened
Tempest Therapeutics (TPST) filed an 8‑K reporting that CFO Nicholas Maestas notified the company of his resignation effective June 5, 2026. Effective June 5, 2026, the Board appointed Justin Trojanowski (age 37) as Vice President, Finance, Principal Financial Officer and Corporate Secretary, in addition to his current roles as Corporate Controller, Treasurer and Principal Accounting Officer. The Board also appointed Dr. John David Yee (age 63) and William Drake Richey (age 43) as Class II non‑employee directors effective June 4, 2026; both join the Audit, Compensation and Nominating & Corporate Governance Committees. The company issued a press release on June 4, 2026 announcing the director appointments (Exhibit 99.1).

Key Details

• CFO resignation: Nicholas Maestas notified the company on May 29, 2026; resignation effective June 5, 2026.
• Principal Financial Officer appointment: Justin Trojanowski appointed effective June 5, 2026; Trojanowski has served as Corporate Controller, Treasurer and Principal Accounting Officer since Sept 2022 and is a CPA. Employment agreement to be filed with the 10‑Q for the quarter ended June 30, 2026.
• New directors: Dr. John David Yee and William Drake Richey appointed June 4, 2026; each will serve until the 2026 annual meeting and each received an initial option award of 25,000 shares under the 2023 Equity Incentive Plan.
• Nasdaq compliance: On May 22, 2026 Nasdaq notified the company it was non‑compliant due to multiple board vacancies; the Board has taken steps to reconstitute committees and believes it now has one remaining vacancy to fill before eligibility for Nasdaq cure periods and has regained compliance with Listing Rule 5605(d)(2)(A).

Why It Matters
These changes affect Tempest’s leadership and board composition, which are material to corporate governance and regulatory standing. Appointing Trojanowski—who already holds the company’s principal accounting roles—provides continuity in financial oversight while the Board fills director vacancies. The director additions and amended director compensation terms (including a 25,000‑share initial option each and revised cash retainers) are part of the company’s effort to restore compliance with Nasdaq listing rules; investors should monitor further filings for completion of the Board reconstitution and for the filed employment and compensation documents.