Tempest Therapeutics Adjourns Charter Amendment Vote; Reconvenes Aug 17

What Happened

• Tempest Therapeutics, Inc. (TPST) announced it convened a special meeting of stockholders on July 27, 2026 to vote on a Certificate of Amendment to its Restated Certificate of Incorporation to replace certain supermajority voting requirements and permit stockholder action by written consent.
• At the July 27 meeting, 10,031,446 shares (67.7% of the 14,806,997 shares outstanding as of the May 28, 2026 record date) were present virtually or by proxy, constituting a quorum. The proposal did not receive sufficient votes and the meeting was adjourned to give stockholders more time to vote; it will reconvene August 17, 2026 at 12:00 p.m. ET via live webcast (www.virtualshareholdermeeting.com/TPST2026SM2).
• No changes were made to the proposal. Proxies already submitted will be voted at the reconvened meeting unless properly revoked.

Key Details

• Record date for voting: close of business on May 28, 2026.
• Shares present/represented at July 27 meeting: 10,031,446 (67.7% of 14,806,997 outstanding).
• Approval threshold: affirmative vote of at least 75% of the votes that all stockholders would be entitled to cast in an annual director election.
• Company engaged Sodali & Co. as a proxy solicitation firm; directors and executive officers may be participants in the solicitation. Definitive proxy statement filed July 17, 2026 (available on SEC.gov and Tempest’s site).

Why It Matters

• The vote concerns a charter amendment that, if approved, would remove specified supermajority voting requirements and allow stockholder action by written consent—both are material governance changes described in the proxy.
• Because the proposal requires a 75% affirmative vote and was not approved at the July 27 session, the adjournment gives the company additional time to gather votes before the reconvened meeting on August 17, 2026. Proxies already submitted will be used unless revoked, so investors who wish to change their vote must take action.