Business Context and Reporting Period
This Form 8-K Current Report was filed by Tempest Therapeutics, Inc. on June 4, 2026, covering events occurring on May 29, 2026, and June 4, 2026. The filing addresses significant changes in executive leadership and the Board of Directors, as well as regulatory compliance efforts with Nasdaq Listing Rules.
Key Financial Metrics
The filing text does not provide specific values for revenue, profit, cash flow, margins, debt, or liquidity. This report focuses exclusively on corporate governance and personnel changes rather than financial performance.
Material Changes
- Departure of CFO: Nicholas Maestas resigned as Chief Financial Officer and Principal Financial Officer, effective June 5, 2026.
- Appointment of Principal Financial Officer: Justin Trojanowski was appointed Vice President, Finance, Principal Financial Officer, and Corporate Secretary, effective June 5, 2026. He previously served as Corporate Controller, Treasurer, and Principal Accounting Officer since September 2022.
- Board Appointments: Dr. John David Yee and Mr. William Drake Richey were appointed as Class II directors on June 4, 2026, to fill vacancies. Both were appointed to the Audit, Compensation, and Nominating and Corporate Governance Committees.
- Director Compensation Policy: The Board amended the Non-Employee Director Compensation Policy, reducing annual cash retainers. The new base retainer is $20,000, with specific reductions for committee chair and member retainers compared to the prior policy.
Outlook, Risks, and Contingencies
- Nasdaq Compliance Risk: On May 22, 2026, Nasdaq notified the Company of non-compliance with Listing Rules due to multiple Board vacancies. The Company was not eligible for standard cure periods and was required to submit a compliance plan.
- Remediation Status: Following the appointment of Dr. Yee and Mr. Richey, the Company believes it has only one remaining vacancy to fill to become eligible for the cure period under Nasdaq Listing Rules 5605(b)(1)(A) and 5605(c)(4).
- Future Actions: The Company intends to appoint an additional independent director to complete the reconstitution of the Audit Committee and restore full compliance with Nasdaq requirements.
Investor Verification Checklist
- Verify the effective date of Nicholas Maestas' resignation and the transition of financial duties to Justin Trojanowski.
- Confirm the timeline for appointing the final independent director required to fully satisfy Nasdaq Listing Rule 5605(d)(2)(A).
- Review the full text of the Amended Non-Employee Director Compensation Policy to be filed in the upcoming Form 10-Q for the quarter ended June 30, 2026.
- Monitor subsequent filings for confirmation of the Company's restored compliance status with Nasdaq.