Tempest Therapeutics Seeks Shareholder Approval for Key Strategic Moves

TL;DR

**TPST is about to dilute shareholders massively for an asset purchase and boost executive incentives; vote 'No' on the share issuance and incentive plan if you value your current stake.**

AI Summary

Tempest Therapeutics, Inc. (TPST) is holding its Annual Meeting on January 27, 2026, where stockholders will vote on several critical proposals. Key among these is the approval of the issuance of 8,268,495 shares of common stock related to an asset purchase agreement dated November 19, 2025, with Erigen LLC and Factor Bioscience Inc., which is significant given the 4,927,161 shares currently outstanding. Stockholders will also consider approving a limited duration stockholder rights plan and an amendment to the 2023 Equity Incentive Plan to increase shares by 1,410,000. Additionally, the company seeks to elect Geoff Nichol to the Board until the 2028 Annual Meeting, approve executive compensation on an advisory basis, and ratify Ernst & Young LLP as its independent auditor for fiscal year ending December 31, 2025. The meeting will be virtual, and the record date for voting was December 4, 2025.

Why It Matters

This DEF 14A filing reveals Tempest Therapeutics' strategic direction, particularly its significant share issuance of 8,268,495 shares for an asset purchase, which could dilute existing shareholder value by over 160% if approved. The proposed limited duration stockholder rights plan could be a defensive measure against potential hostile takeovers, impacting market dynamics and competitive positioning in the biotech sector. Furthermore, increasing the equity incentive plan by 1,410,000 shares signals a focus on attracting and retaining talent, crucial for a company in the competitive pharmaceutical R&D space. Investors need to weigh these proposals carefully as they directly affect ownership, governance, and future growth prospects.

Risk Assessment

Risk Level: high — The issuance of 8,268,495 shares of common stock for an asset purchase, compared to the 4,927,161 shares outstanding on the record date, represents a potential dilution of over 160% for existing shareholders. This significant increase in share count could substantially decrease the value of current holdings. Additionally, the proposed increase of 1,410,000 shares for the 2023 Equity Incentive Plan further exacerbates potential dilution.

Analyst Insight

Investors should carefully review the details of the asset purchase agreement and the rationale behind the significant share issuance. Consider voting against Proposal 5 (Nasdaq Proposal) and Proposal 6 (Incentive Plan Proposal) if you are concerned about immediate and substantial shareholder dilution without clear, compelling value creation.

Key Numbers

• 8,268,495 — Shares of common stock to be issued (In satisfaction of obligations under an asset purchase agreement, significantly diluting existing shares.)
• 4,927,161 — Shares of common stock outstanding (As of the Record Date (December 4, 2025), indicating substantial potential dilution from the proposed issuance.)
• 1,410,000 — Additional shares for Equity Incentive Plan (Proposed increase to the Amended and Restated 2023 Equity Incentive Plan, further contributing to potential dilution.)
• January 27, 2026 — Annual Meeting Date (Date when stockholders will vote on key proposals.)
• December 4, 2025 — Record Date (Date for determining stockholders entitled to vote at the Annual Meeting.)
• 1:00 p.m. Pacific Time — Annual Meeting Time (Scheduled start time for the virtual Annual Meeting.)
• $20,000 — Proxy Solicitation Fee (Amount paid to Sodali & Co. for proxy solicitation services.)

Key Players & Entities

• Tempest Therapeutics, Inc. (company) — Registrant and issuer of common stock
• Geoff Nichol (person) — Class I nominee for the Board of Directors
• Ernst & Young LLP (company) — Independent registered public accounting firm
• Erigen LLC (company) — Party to the asset purchase agreement
• Factor Bioscience Inc. (company) — Party to the asset purchase agreement
• Nasdaq Stock Market Rules 5635(a) and 5635(b) (regulator) — Rules governing the share issuance approval
• Nicholas Maestas (person) — Corporate Secretary of Tempest Therapeutics, Inc.
• Sodali & Co. (company) — Proxy solicitation firm
• $20,000 (dollar_amount) — Fee paid to Sodali & Co. for proxy solicitation
• Computershare Trust Company, N.A. (company) — Company's transfer agent

FAQ

Risk Factors

• Significant Dilution from Share Issuance [high — financial]: The company plans to issue 8,268,495 shares of common stock under an asset purchase agreement, which represents a substantial increase compared to the 4,927,161 shares currently outstanding. This issuance could significantly dilute the ownership stake of existing shareholders.
• Increased Equity Incentive Pool [medium — financial]: A proposal seeks to increase the number of shares available under the 2023 Equity Incentive Plan by 1,410,000. This further contributes to potential dilution for existing stockholders.
• Stockholder Rights Plan Approval [medium — regulatory]: The company is seeking stockholder approval for a limited duration stockholder rights plan. The specifics and potential impact of this plan on shareholder rights and corporate governance are subject to review.
• Virtual Meeting Format [low — operational]: The Annual Meeting will be held virtually, which may limit direct interaction and engagement for some stockholders compared to an in-person meeting. Access requires a control number from proxy materials.

Industry Context

Tempest Therapeutics operates in the biotechnology sector, focusing on developing novel therapies. This industry is characterized by high R&D costs, long development cycles, and significant regulatory hurdles. Companies often rely on strategic partnerships and equity financing to fund operations and clinical trials.

Regulatory Implications

The proposed share issuance and amendments to equity plans require stockholder approval, highlighting the importance of corporate governance and shareholder rights. Compliance with SEC regulations for proxy solicitations and disclosures is critical for the company.

What Investors Should Do

1. Review the details of the asset purchase agreement with Erigen LLC and Factor Bioscience Inc. before voting on Proposal 5.
2. Evaluate the terms and potential impact of the proposed stockholder rights plan (Proposal 4).
3. Assess the proposed increase to the Equity Incentive Plan (Proposal 6) in the context of overall dilution.
4. Vote on the ratification of Ernst & Young LLP as the independent auditor (Proposal 3).

Key Dates

• 2025-12-04: Record Date — Determines which stockholders are entitled to vote at the Annual Meeting.
• 2026-01-06: Mailing of Proxy Materials — Indicates when stockholders can expect to receive information for voting.
• 2026-01-27: Annual Meeting Date — The date for crucial stockholder votes on proposals including share issuance and compensation.

Glossary

DEF 14A

A proxy statement filed with the SEC by companies with securities registered under Section 12 of the Securities Exchange Act of 1934. It contains detailed information for stockholders regarding an upcoming annual meeting. (This document provides the basis for the analysis and outlines all proposals to be voted on by shareholders.)

Asset Purchase Agreement

A contract detailing the sale and purchase of specific assets from one company to another. (The agreement with Erigen LLC and Factor Bioscience Inc. necessitates a significant share issuance, impacting existing shareholders.)

Equity Incentive Plan

A plan that allows a company to grant stock options, restricted stock, or other equity-based awards to employees and directors. (An amendment to increase the share pool for this plan is being proposed, which will affect future equity dilution.)

Stockholder Rights Plan

A defensive measure adopted by a company's board of directors to prevent hostile takeovers. It typically involves issuing new rights to existing shareholders. (The company is seeking approval for such a plan, which could influence future corporate control and shareholder actions.)

Record Date

A specific date set by a company to determine which stockholders are eligible to receive dividends, vote on corporate matters, or exercise other shareholder rights. (Sets the eligibility for voting at the January 27, 2026 Annual Meeting.)

Proxy

A document or electronic submission authorizing another person to act as one's agent or vote on one's behalf, typically in a corporate meeting. (Stockholders can vote by proxy if they cannot attend the virtual Annual Meeting.)

Quorum

The minimum number of shares that must be represented at a meeting (either in person or by proxy) for business to be legally transacted. (A quorum requires at least a majority of outstanding shares (2,463,581 shares based on 4,927,161 outstanding) to be present or represented.)

Year-Over-Year Comparison

This analysis is based on a DEF 14A filing for the 2025 Annual Meeting, dated January 6, 2026. As this is the first detailed filing reviewed in this context, a direct comparison of key metrics like revenue growth, margin changes, or specific new risks from a prior year's filing is not possible. However, the significant proposed share issuance and the introduction of a rights plan are notable developments requiring investor attention.

Key Financial Figures

• $20,000 — oxies. We expect to pay Sodali a fee of $20,000 plus reasonable expenses for these serv

Filing Documents

• edge20059672x2_def14a.htm (DEF 14A) — 2605KB
• logo_tempest.jpg (GRAPHIC) — 30KB
• sig_mtssecurities.jpg (GRAPHIC) — 17KB
• edge20059672x2_barchart01.jpg (GRAPHIC) — 171KB
• edge20059672x2_barchart02.jpg (GRAPHIC) — 184KB
• edge20059672x2_chair.jpg (GRAPHIC) — 4KB
• edge20059672x2_chairx1.jpg (GRAPHIC) — 4KB
• edge20059672x2_expert.jpg (GRAPHIC) — 4KB
• edge20059672x2_member.jpg (GRAPHIC) — 4KB
• edge20059672x2_memberx1.jpg (GRAPHIC) — 4KB
• edge20059672x2_pc01.jpg (GRAPHIC) — 663KB
• edge20059672x2_pc02.jpg (GRAPHIC) — 450KB
• 0001140361-25-047054.txt ( ) — 7335KB
• tpst-20260127.xsd (EX-101.SCH) — 3KB
• tpst-20260127_lab.xml (EX-101.LAB) — 1KB
• tpst-20260127_pre.xml (EX-101.PRE) — 2KB
• edge20059672x2_def14a_htm.xml (XML) — 91KB

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT 34 TRANSACTIONS WITH RELATED PERSONS AND INDEMNIFICATION 35 PROPOSAL 4 RIGHTS PLAN PROPOSAL 36 PROPOSAL 5 THE NASDAQ PROPOSAL 40

RISK FACTORS

RISK FACTORS 42 DESCRIPTION OF ASSETS 45 CONTEMPLATED TRANSACTIONS 48 PROPOSAL 6 THE INCENTIVE PLAN PROPOSAL 73 OTHER INFORMATION FOR STOCKHOLDERS 86 OTHER MATTERS 87 UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION 88 Appendix A – Rights Agreement A-1 Appendix B – Asset Purchase Agreement B-1 Appendix C – Fairness Opinion C-1 Appendix D – Amendment to Amended and Restated 2023 Equity Incentive Plan D-1 i TABLE OF CONTENTS PROXY STATEMENT FOR THE 2025 ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON JANUARY 27, 2026 QUESTIONS AND ANSWERS ABOUT THESE PROXY MATERIALS AND VOTING Why am I receiving these proxy materials? We have sent you these proxy materials because the Board of Directors (the " Board " or " Board of Directors ") of Tempest Therapeutics, Inc. (sometimes referred to as the " Company " or " Tempest ") is soliciting your proxy to vote at the 2025 Annual Meeting of Stockholders to be held on January 27, 2026 (the " Annual Meeting "), including at any adjournments or postponements of the meeting. You are invited to attend the Annual Meeting to vote on the proposals described in this proxy statement. However, you do not need to attend the meeting to vote your shares. Instead, you may simply complete, sign and return the enclosed proxy card , or follow the instructions below to submit your proxy over the telephone or through the internet . We intend to mail these proxy materials on or about January 6, 2026 to all stockholders of record entitled to vote at the Annual Meeting. How do I attend the Annual Meeting? The Annual Meeting will be held through a live webcast at www.virtualshareholdermeeting.com/TPST2025 . You will not be able to attend the Annual Meeting in person. Stockholders attending the virtual Annual Meeting will generally be afforded the same rights and opportunities to participate as they would at an in-person meeting. You are entitled to attend the Annual Meeting if you were

Executive Compensation Proposal

Executive Compensation Proposal "For" votes from the holders of a majority of the voting power of the votes cast by the holders of all the shares present or represented by proxy at the meeting and voting on such matter No effect No effect 3. Auditor Ratification Proposal "For" votes from the holders of a majority of the voting power of the votes cast by the holders of all the shares present or represented by proxy at the meeting and voting on such matter No effect Not applicable (1) 4. Rights Plan Proposal "For" votes from the holders of a majority of the voting power of the votes cast by the holders of all the shares present or represented by proxy at the meeting and voting on such matter No effect No effect 5. Nasdaq Proposal "For" votes from the holders of a majority of the voting power of the votes cast by the holders of all the shares present or represented by proxy at the meeting and voting on such matter No effect No effect 6. Incentive Plan Proposal "For" votes from the holders of a majority of the voting power of the votes cast by the holders of all the shares present or represented by proxy at the meeting and voting on such matter No effect No effect (1) This proposal is considered to be a "routine" matter. Accordingly, if you hold your shares in street name and do not provide voting instructions to your broker, bank or other agent that holds your shares, your broker, bank or other agent has discretionary authority to vote your shares on this proposal. What is the quorum requirement? A quorum of stockholders is necessary to hold a valid meeting. A quorum will be present if stockholders holding at least a majority of the outstanding shares entitled to vote are present at the meeting or represented by proxy. On the Record Date, there were 4,927,161 shares outstanding and entitled to vote. Thus, the holders of 2,463,581 shares must be present or represented by proxy at the meeting to have a quorum. Your shares will be counte

View Full Filing

View this DEF 14A filing on SEC EDGAR