Business Context and Reporting Period
This Form 8-K was filed by Tempest Therapeutics, Inc. on September 8, 2023, reporting an event that occurred on September 6, 2023. The Company is a Delaware corporation with its principal executive offices in Brisbane, California, and its common stock trades on The Nasdaq Stock Market LLC under the symbol "TPST".
Key Financial Metrics
The filing text does not provide specific values for revenue, profit, cash flow, margins, debt, or liquidity. The report focuses exclusively on a regulatory compliance matter regarding the Company's stock price.
Material Changes
On September 6, 2023, the Company received a notification from the Listing Qualifications Staff of Nasdaq stating that the bid price of its common stock had closed below $1.00 per share for the last 30 consecutive business days. This constitutes a failure to satisfy the minimum closing bid price requirement under Nasdaq Listing Rule 5550(a)(2).
Outlook, Risks, and Management Commentary
- Compliance Timeline: The Company has 180 calendar days, until March 4, 2024, to regain compliance with the minimum bid price requirement.
- Compliance Criteria: To regain compliance, the closing bid price must be at least $1.00 per share for a minimum of ten consecutive business days before the Compliance Date.
- Contingency Plan: If the Company fails to achieve compliance by the Compliance Date, it may be eligible for an additional 180-day period if it meets other listing standards (excluding bid price) and intends to cure the deficiency, potentially through a reverse stock split.
- Management Action: Management intends to actively monitor the stock price and evaluate available options to resolve the deficiency.
Investor Verification Checklist
- Verify the current closing bid price of TPST stock to assess proximity to the $1.00 threshold.
- Monitor Company announcements regarding the potential execution of a reverse stock split.
- Review the Company's cash position in other filings to determine if it has sufficient liquidity to support operations while addressing the listing deficiency.
- Track the stock price performance leading up to the March 4, 2024, Compliance Date.