Tempest Therapeutics Announces R&D Agreement, Board and CFO Changes

What Happened
Tempest Therapeutics (TPST) filed an 8-K reporting that on September 22, 2026 it entered a Master Services Agreement (MSA) with Factor Bioscience Inc. and simultaneously executed Work Order No. 1 for development of in vivo CAR‑T therapies. The MSA supports Tempest’s development activities under its separate license/collaboration arrangement with Factor’s Irish subsidiary and was reviewed and approved by the Audit Committee as a related‑person transaction because Factor is controlled by Tempest CEO Dr. Matt Angel. Also effective September 22, 2026, the Board appointed Nancy Freda‑Smith as a Class III director and Chair of the Audit Committee, accepted the resignation of CFO Nicholas Rossettos, and appointed Constance Ames as Chief Financial Officer and Principal Financial and Accounting Officer.

Key Details

• MSA dated September 22, 2026; expected aggregate fees to Factor approximately $5.0 million per year, paid monthly ($416,667/mo), plus reimbursement of materials/third‑party costs and a 10% project management fee on reimbursables.
• Termination/suspension terms: MSA or Work Order No. 1 terminable by either party with 30 days’ written notice; Tempest may suspend services under Work Order No. 1 for one calendar month (with 14 days’ notice) up to three times, but remains responsible for performed services and non‑cancellable costs.
• Related‑party facts: Dr. Matt Angel (Tempest CEO and board member) is majority owner and chairman of Factor Bioscience LLC and controlled shares held by Factor; Audit Committee reviewed and approved the MSA with Dr. Angel recused.
• Corporate changes: Nancy Freda‑Smith (former Ralph Lauren audit leader) joins the board and will receive standard non‑employee director pay including an initial option for 25,000 shares; Nicholas Rossettos resigned as CFO and Constance Ames (experienced biopharma finance executive) was named CFO and Principal Financial and Accounting Officer.

Why It Matters
The MSA represents a multi‑year outsourcing commitment tied to Tempest’s CAR‑T development and will increase recurring R&D cash outflows (about $5.0M/year plus reimbursables). Because the provider is controlled by the company’s CEO, governance and disclosure were addressed through Audit Committee review and approval; investors should note the related‑party nature and monitoring steps taken. The board and senior finance changes (addition of an audit committee chair with deep accounting experience and a new CFO) are material for governance, Nasdaq compliance, and financial leadership; investors should watch future updates on program progress, cash burn, and any further governance disclosures.