Business Context and Reporting Period
This Form 8-K, dated July 16, 2021, reports on the completion of a merger between the registrant (formerly Millendo Therapeutics, Inc.) and Tempest Therapeutics, Inc. (Tempest) on June 25, 2021. Following the merger, Tempest operates as a wholly owned subsidiary. The filing provides an updated business description, updated risk factors, and historical financial data for Tempest.
Key Financial Metrics
The filing text does not provide specific numerical values for revenue, profit, cash flow, margins, debt, or liquidity within the body of this report. Instead, it incorporates by reference the following documents containing financial data:
- Tempest's Management's Discussion and Analysis (MD&A) for the quarter ended March 31, 2021 (Exhibit 99.3).
- Tempest's unaudited condensed interim financial statements for the three months ended March 31, 2021 (previously filed in an 8-K/A on July 1, 2021).
- Tempest's historical audited financial statements for the years ended December 31, 2020, and 2019 (Exhibit 99.4).
- Unaudited pro forma combined financial information for the registrant and Tempest for the year ended December 31, 2020 (Exhibit 99.5).
Material Changes
The primary material change is the consummation of the merger with Tempest Therapeutics, Inc. on June 25, 2021. As a result of this transaction, the registrant has updated its business section and risk factors to reflect the combined entity's operations and profile.
Guidance, Outlook, and Risks
The filing includes a standard disclaimer regarding forward-looking statements, noting that actual results may differ materially from expectations due to risks and uncertainties. Specific updated risk factors for the combined company are provided in Exhibit 99.2. The document does not contain specific numerical guidance or management commentary on future performance metrics within the text itself.
Investor Verification Checklist
- Review Exhibit 99.4 for Tempest's audited financial statements for 2019 and 2020 to assess historical financial health.
- Examine Exhibit 99.5 for the unaudited pro forma combined financial information to understand the post-merger financial position.
- Read Exhibit 99.2 for the updated risk factors specific to the combined entity.
- Refer to the Form 8-K/A filed on July 1, 2021, for Tempest's interim financial statements for the quarter ended March 31, 2021.