Tempest Therapeutics Adjourns Special Stockholder Meeting; Reconvenes Sept 15

What Happened
Tempest Therapeutics, Inc. announced on Aug 17, 2026 that its reconvened special meeting (originally convened and adjourned on July 27, 2026) was called to order but adjourned because there were not sufficient votes to approve a proposed Certificate of Amendment to its Restated Certificate of Incorporation. The proposal would replace certain supermajority voting requirements and permit stockholder action by written consent. At the meeting, 10,601,849 shares (71.6% of 14,806,997 shares outstanding as of the May 28, 2026 record date) were present or represented by proxy, constituting a quorum. The Special Meeting will reconvene on September 15, 2026 at 12:00 p.m. ET via live webcast at www.virtualshareholdermeeting.com/TPST2026SM2.

Key Details

• Proposal: approve a Certificate of Amendment to replace specified supermajority voting requirements and permit written stockholder consents. No changes have been made to the Proposal.
• Vote requirement: affirmative vote of at least 75% of the votes entitled to be cast for an annual election/class of directors.
• Meeting participation: 10,601,849 shares (71.6% of 14,806,997 outstanding as of May 28, 2026) were present or represented by proxy at the adjourned meeting.
• Logistics and proxies: reconvened meeting set for Sept 15, 2026 at 12:00 p.m. ET (same virtual access code as the July 27 meeting). Previously submitted proxies will be voted at the reconvened meeting unless revoked. Tempest engaged Sodali & Co. to assist with vote solicitation.

Why It Matters
The vote would change Tempest’s charter governance rules by altering supermajority requirements and allowing written consents, which can affect how quickly and easily stockholders can take certain actions. Because the Proposal requires a very high (75%) approval threshold, the company adjourned the meeting to seek additional votes. Investors should review the definitive proxy statement and related materials (filed with the SEC) before the reconvened meeting if they want to understand the governance implications or change their proxy instructions.