Tempest Therapeutics: special meeting adjourned; reconvene Nov 12, 2026

What happened Tempest Therapeutics, Inc. filed an 8-K reporting that on Oct 14, 2026 it called to order its reconvened special meeting of stockholders (the “Special Meeting”) originally convened and adjourned on Jul 27, 2026, and reconvened and adjourned on Aug 17, 2026 and Sep 15, 2026. The Special Meeting, held to 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 (the “Proposal”), had 11,004,101 shares present virtually or represented by proxy, or 74.3% of the 14,806,997 shares of common stock outstanding as of May 28, 2026. Because there were not sufficient votes to approve the Proposal, the company adjourned the Special Meeting and will reconvene on Nov 12, 2026 at 2:00 p.m. Eastern Time via live webcast at www.virtualshareholdermeeting.com/TPST2026SM2.

Key details

• 11,004,101 shares were present or represented by proxy, equal to 74.3% of 14,806,997 shares outstanding as of May 28, 2026.
• The Proposal requires the affirmative vote of at least seventy-five percent (75%) of the votes that all stockholders would be entitled to cast.
• The reconvened Special Meeting will be held Nov 12, 2026 at 2:00 p.m. Eastern Time via webcast; proxies previously submitted will be voted at the reconvened meeting unless properly revoked.
• No changes have been made to the Proposal; the record date remains May 28, 2026. The company engaged Sodali & Co. to assist with obtaining votes.

Why it may matter This filing reports Item 5.07 (submission of matters to a vote of security holders) and Item 8.01 (other events) relating to the adjournment and reconvening of the Special Meeting to vote on a Certificate of Amendment to the company’s certificate of incorporation. This filing does not show why the insider traded or why the company acted.