Business Context and Reporting Period
This Form 8-K Current Report was filed by Tempest Therapeutics, Inc. on May 22, 2026. The filing addresses a significant change in corporate governance involving the Board of Directors.
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 personnel changes and does not contain financial performance data.
Material Changes
- Board Resignations: On May 22, 2026, three directors—Mr. Stephen Brady, Mr. Michael Raab, and Ms. Christine Pellizzari—resigned from the Board of Directors, effective immediately.
- Reason for Departure: The Company stated it has not been informed that these resignations resulted from any disagreement with the Company regarding operations, policies, or practices.
- Compensation Waiver: In connection with their departure, each director entered into a Separation Agreement waiving all accrued and unpaid retainer fees under the non-employee director compensation program.
- Preserved Rights: The agreements do not affect the directors' rights to outstanding stock option awards or existing share ownership. Indemnification agreements remain in full force for six years post-separation.
Guidance, Outlook, and Risks
The filing contains no management commentary on future guidance, outlook, or specific business risks. The primary contingency noted is the transition of board leadership, with full Separation Agreements to be filed as exhibits to the upcoming Form 10-Q for the quarter ended June 30, 2026.
Investor Verification Checklist
- Verify the composition of the Board of Directors following the resignations of Brady, Raab, and Pellizzari.
- Review the upcoming Form 10-Q (due after June 30, 2026) for the full text of the Separation Agreements.
- Confirm whether the Company has announced plans to appoint new directors to fill the vacancies.
- Check for any subsequent filings that might clarify the strategic reasons behind the simultaneous departures.