Tempest Therapeutics Files DEFA14A

TL;DR

Tempest Therapeutics (TEMPT) filed its DEFA14A, shareholders vote soon.

AI Summary

Tempest Therapeutics, Inc. filed a DEFA14A on November 19, 2025, reporting on matters related to its annual meeting. The company, formerly known as Millendo Therapeutics, Inc. and OvaScience, Inc., is incorporated in Delaware and headquartered in Brisbane, California. The filing is a public document related to the Securities Exchange Act of 1934.

Why It Matters

This filing provides important information to shareholders regarding corporate governance and voting matters, which can influence the company's strategic direction and future performance.

Risk Assessment

Risk Level: low — This filing is a routine disclosure document for a public company and does not contain immediate financial or operational risks.

Key Players & Entities

• Tempest Therapeutics, Inc. (company) — Filer of the DEFA14A
• Millendo Therapeutics, Inc. (company) — Former name of Tempest Therapeutics
• OvaScience, Inc. (company) — Former name of Tempest Therapeutics
• 2000 Sierra Point Parkway, Suite 400, Brisbane, California 94005 (location) — Principal executive offices address
• November 19, 2025 (date) — Date of report

FAQ

Key Financial Figures

• $0.001 — ch registered Common Stock, par value $0.001 per share TPST The Nasdaq Stock Mar
• $18.48 — ny Common Stock at an exercise price of $18.48 per share (the "Warrants"). The Warrant
• $5.0 million — oss proceeds to the Company of at least $5.0 million (the "Pre-Closing Financing") and certa
• $300,000 — to pay to Sellers a termination fee of $300,000. The foregoing description of the Ass
• $650,000 — led to receive an annual base salary of $650,000 and will be eligible to receive an annu
• $600,000 — hich Mr. Brady will receive a salary of $600,000 per year. Mr. Maestas will receive comp

Filing Documents

• d97617ddefa14a.htm (DEFA14A) — 498KB
• g97617g1119113813486.jpg (GRAPHIC) — 40KB
• 0001193125-25-287188.txt ( ) — 554KB

Forward-Looking Statements

Forward-Looking Statements This Form 8-K contains forward-looking statements, including, without limitation, statements relating to the Company's expectations regarding the consummation of the Contemplated Transactions pursuant to the Asset Purchase Agreement and the expected timing for the Closing, the Company's plans to research, develop and commercialize its current and future product candidates, including the Assets, and the Company's expectations regarding changes to its management and board of directors. These forward-looking statements are based upon the Company's current expectations. Actual results could differ materially from these forward-looking statements as a result of certain factors, including risks and uncertainties related to the satisfaction of customary closing conditions related to the consummation of the Contemplated Transactions; risks that the Company's stockholder may not approve the Contemplated Transactions; risks that the Contemplated Transactions disrupt the current plans or operations of the Company; risks that the Company isn't able to obtain adequate financing to fund its operations on a timely basis or at all; competitive responses to the Contemplated Transactions; unexpected costs, charges or expenses resulting from the Contemplated Transactions; potential adverse reactions or changes to relationships with commercial or other business partners resulting from the announcement or completion of the Contemplated Transactions; the requirement for additional capital to continue to advance the Company's product candidates, which may not be available on favorable terms or at all; the Company's ability to attract, hire, and retain skilled executive officers and employees; the Company's ability to protect its intellectual property and proprietary technologies; the Company's ability to achieve the benefits expected from the Contemplated Transactions, as well as delays, challenges and expenses associated with integrating the Assets; the Com

Financial Statements and Exhibits

Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 10.1* Asset Purchase Agreement, dated November 19, 2025, by and among Erigen LLC, Factor Bioscience Inc., and Tempest Therapeutics, Inc. 10.2 Lock-Up Agreement, dated November 19, 2025, by and between Erigen LLC and Tempest Therapeutics, Inc. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) * Exhibits and/or schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The registrant hereby undertakes to furnish supplementally copies of any of the omitted exhibits and schedules upon request by the SEC; provided, however, that the registrant may request confidential treatment pursuant to Rule 24b-2 under the Exchange Act for any exhibits or schedules so furnished.

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Tempest Therapeutics, Inc. Date: November 19, 2025 By: /s/ Stephen Brady Stephen Brady President and Chief Executive Officer Exhibit 10.1 ASSET PURCHASE AGREEMENT by and between Erigen LLC, Factor Bioscience Inc. and Tempest Therapeutics, Inc. dated as of November 19, 2025 TABLE OF CONTENTS Page 1.DEFINITIONS 2 1.1Defined Terms 2 1.2Construction 17 2.PURCHASE AND SALE 18 2.1Purchase and Sale of Assets 18 2.2Excluded Assets 19 2.3Assumed Liabilities 20 2.4Excluded Liabilities 20 2.5Consents and Waivers; Further Assurances 20 2.6Closing 21 2.7Delivery of Purchased Assets 22 3.REPRESENTATIONS AND WARRANTIES OF SELLERS 22 3.1Organization and Qualification 22 3.2Authority 22 3.3No Conflict; Required Filings and Consents 23 3.4Title to Assets; Sufficiency of Assets 23 3.5Compliance with Law; Permits 24 3.6Absence of Changes 24 3.7Litigation 25 3.8Intellectual Property 25 3.9Regulatory Compliance 28 3.10Pre-Clinical and Clinical Trials 29 3.11Taxes 30 3.12Material Contracts 30 3.13Certain Liabilities 32 3.14Solvency 32 3.15Inventory 32 3.16Affiliate Interests and Transactions 32 3.17Brokers 32 3.18Environmental Matters 33 3.19Reorganization Qualification 34 4.REPRESENTATIONS AND WARRANTIES OF PURCHASER 34 -i- TABLE OF CONTENTS (continued) Page 4.1Organization 34 4.2Authority 34 4.3No Conflict; Required Filings and Consents 35 4.4Capitalization 35 4.5SEC Filings; Financial Statements 36 4.6No Undisclosed Liabilities 38 4.7Vote Required 38 4.8Valid Issuance 38 4.9Affiliate Transactions 38 4.10Brokers 38 4.11Opinion of Financial Advisor 38 4.12Litigation 38 4.13Reorganization Qualification 38 5.COVENANTS 39

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