Business Context and Reporting Period
This Form 8-K Current Report is filed by Tempest Therapeutics, Inc. (TPST) on September 15, 2026. The filing addresses the reconvened special meeting of stockholders originally scheduled for July 27, 2026, and previously adjourned on August 17, 2026. The meeting's purpose is to vote on a Certificate of Amendment to the Restated Certificate of Incorporation to replace supermajority voting requirements and permit stockholder action by written consent.
Key Financial Metrics
The filing text does not provide a clear value for revenue, profit, cash flow, margins, debt, or liquidity. This report focuses exclusively on corporate governance events and does not contain financial performance data.
Material Changes and Voting Results
- Voting Outcome: The Proposal to amend the Certificate of Incorporation was not approved at the September 15, 2026 meeting due to insufficient votes.
- Quorum Status: A quorum was established with 10,760,144 shares (72.7% of the 14,806,997 shares outstanding as of the May 28, 2026 record date) present virtually or by proxy.
- Voting Threshold: The Proposal requires the affirmative vote of at least 75% of the votes entitled to be cast.
- Adjournment: The meeting was adjourned to allow additional time for voting and broader participation.
Outlook, Management Commentary, and Risks
- Next Steps: The Special Meeting will reconvene on October 14, 2026, at 12:00 p.m. Eastern Time via live webcast.
- Proposal Status: No changes have been made to the Proposal; it remains the same as previously distributed.
- Proxy Solicitation: The Company has engaged Sodali & Co. to assist in obtaining adequate votes to achieve the required quorum and approval threshold.
- Existing Proxies: Proxies previously submitted will be voted at the reconvened meeting unless properly revoked.
- Risk Factors: The primary risk is the failure to secure the necessary 75% affirmative vote, which would prevent the amendment of the supermajority voting requirements.
Investor Verification Checklist
- Verify the reconvened meeting date and time: October 14, 2026, at 12:00 p.m. Eastern Time.
- Confirm the voting threshold requirement of 75% affirmative votes for the Proposal.
- Review the definitive proxy statement filed on July 17, 2026, for details on the Proposal and director/officer ownership.
- Check if previously submitted proxies need to be revoked or if they will automatically carry over to the October 14 meeting.
- Monitor the Company's website and SEC filings for updates on the vote count prior to the reconvened meeting.