Tempest Therapeutics, Inc. 8-K

What Happened Tempest Therapeutics, Inc. (TPST) filed an 8-K reporting the results of its June 18, 2026 Special Meeting of Stockholders. Stockholders approved two proposals under Nasdaq Rule 5635 authorizing the issuance of common stock upon exercise of outstanding warrants tied to recent financings and inducement arrangements. The company reported final vote counts in the filing on June 23, 2026.

Key Details

• Proposal 1 (Nasdaq Rule 5635): Approved issuance of (i) 925,927 shares for Series A Warrants and (ii) 925,927 shares for Series B Warrants issued in connection with the March 20, 2026 securities purchase agreement. Vote: 9,090,763 For; 398,678 Against; 18,310 Abstentions.
• Proposal 2 (Nasdaq Rule 5635): Approved issuance of up to 2,344,828 shares for Common Warrants issued in connection with an inducement offer under a May 28, 2026 letter agreement. Vote: 9,091,165 For; 398,276 Against; 18,310 Abstentions.
• Both proposals received strong support (about 95.6% of votes cast in favor).

Why It Matters Approval clears the Nasdaq-related shareholder consent required for these warrant exercises, meaning the company can issue the specified common shares if and when the holders exercise the warrants. This may increase the number of outstanding shares and dilute existing shareholders if warrants are exercised. The approvals relate to financings completed or agreed earlier in 2026 (March 20 and May 28 agreements), so investors should monitor warrant exercise activity and any disclosures about timing or conversion that could affect share count and per‑share metrics.