Business Context and Reporting Period
This Form 8-K filing by Tempest Therapeutics, Inc. (TPST) reports a material corporate action dated April 4, 2025. The company, incorporated in Delaware and headquartered in Brisbane, California, is implementing a reverse stock split to adjust its capital structure.
Key Financial Metrics
This filing does not contain financial performance data such as revenue, profit, cash flow, margins, debt, or liquidity metrics. The document focuses exclusively on the mechanics of a capital structure adjustment.
Material Changes
- Reverse Stock Split: The Company filed a Certificate of Amendment to effect a 1-for-13 reverse stock split.
- Effective Date: The split is effective at 5:00 p.m. Eastern Time on April 8, 2025.
- Share Count Reduction: Outstanding shares will decrease from 45,764,184 (as of April 4, 2025) to approximately 3,520,321 immediately following the split.
- Trading Adjustments: Common stock will begin trading on a split-adjusted basis on The Nasdaq Capital Market on April 9, 2025, under new CUSIP number 87978U207.
- Derivative Adjustments: Exercise prices and share counts for outstanding stock options, warrants, and equity incentive plans will be proportionately adjusted.
- Fractional Shares: No fractional shares will be issued; holders entitled to fractions will receive cash payments in lieu thereof.
Guidance, Outlook, and Risks
The filing does not provide forward-looking guidance, management commentary on future operations, or specific risk factors beyond the standard mechanics of the stock split. The primary contingency noted is the potential adjustment to the final share count due to the cashing out of fractional shares.
Investor Verification Checklist
- Verify the new CUSIP number (87978U207) for trading purposes starting April 9, 2025.
- Confirm the adjusted exercise prices and share quantities for any held stock options or warrants.
- Check brokerage account statements for cash payments in lieu of fractional shares if applicable.
- Review the Company's subsequent filings for updated financial statements reflecting the new share count.