Tempest Therapeutics Adjourns Special Meeting; Reconvenes Oct 14 for Charter Vote

What Happened

• Tempest Therapeutics, Inc. (filed 8‑K on Sept 16, 2026) announced that on September 15, 2026 it called to order a reconvened special meeting of stockholders originally convened July 27, 2026 (and reconvened Aug 17, 2026), but adjourned the meeting because there were not sufficient votes to approve the Proposal. The Proposal would approve a Certificate of Amendment to the company’s Restated Certificate of Incorporation to replace specified supermajority voting requirements and permit stockholder action by written consent (as described in the proxy).
• At the September 15 session, 10,760,144 shares (72.7% of 14,806,997 shares outstanding as of the May 28, 2026 record date) were present or represented by proxy, constituting a quorum, but the Proposal requires an affirmative vote of at least 75% of the votes entitled to be cast. The meeting is reconvened for October 14, 2026 at 12:00 p.m. Eastern via live webcast: www.virtualshareholdermeeting.com/TPST2026SM2. Previously submitted proxies will be voted at the reconvened meeting unless revoked.

Key Details

• Quorum: 10,760,144 shares present = 72.7% of 14,806,997 shares outstanding (record date May 28, 2026).
• Approval threshold: Proposal requires ≥75% affirmative vote of votes entitled to be cast for an annual director election/class.
• Reconvened meeting: October 14, 2026 at 12:00 p.m. ET (same virtual access code as original meeting).
• Proxy solicitation: Company engaged Sodali & Co. to assist in obtaining votes; proxies already submitted remain valid unless revoked.

Why It Matters

• The vote would amend Tempest’s charter to change supermajority rules and allow stockholder action by written consent — a governance change that affects how major corporate actions and stockholder-initiated actions could be approved in the future.
• The adjournment signals the company has not yet secured the high (75%) level of stockholder support required, and is seeking additional votes ahead of the October 14 reconvened meeting; investors should be aware that outcomes remain undecided and that submitted proxies will be counted unless revoked.
• Investors can review the definitive proxy and related filings (filed with the SEC) for full details and may obtain documents at www.sec.gov or https://www.tempesttx.com.