Tempest Therapeutics, Inc. — Form 8-K Summary
Reporting context: Current report dated September 22, 2026 (filed September 28, 2026). It reports a related-party research services agreement and changes to the Board and executive leadership. This is not a periodic financial report.
Financial and business terms
- Tempest entered into a Master Services Agreement with Factor Bioscience Inc. for research and development services under mutually agreed work orders. Work Order No. 1 covers development of in vivo CAR-T therapies.
- Tempest currently expects aggregate fees of $5.0 million per year, payable in equal monthly installments of $416,667, with proration for the first and last months of service.
- Tempest will also reimburse materials, equipment, reagents, and third-party service costs, plus a 10% project management fee on those amounts. The filing does not provide an estimate or cap for these additional costs.
- The MSA and Work Order No. 1 may generally be terminated on 30 days’ prior written notice. Tempest may suspend Work Order services for one calendar month, up to three times, with at least 14 days’ notice; it remains liable for completed services and authorized, non-cancellable costs.
- The filing provides no revenue, profit, cash flow, margin, debt, or liquidity figures, and no comparable-period financial data.
Related-party transaction and governance
- Factor is controlled through Factor Bioscience LLC, whose majority owner, CEO, and chairman is Tempest CEO and director Dr. Matt Angel. The filing says Dr. Angel owned 34.2% of Tempest’s outstanding common shares as of May 28, 2026, including shares held by Factor, and exercises voting and investment power over Factor-held shares.
- Tempest’s Audit Committee approved the MSA as a related-person transaction. Dr. Angel did not participate in the committee’s deliberations or vote. The committee considered whether the terms were no less favorable than those generally available from an unaffiliated third party.
- Nancy Freda-Smith was appointed a Class III director and Audit Committee Chair, effective September 22, 2026. She will serve until the 2027 annual meeting and was granted an initial option to purchase 25,000 shares, subject to the applicable plan and award terms.
- Tempest says the Board and committees have been reconstituted, including prior appointments on June 4, 2026, and that it believes it is now in compliance with applicable Nasdaq Board requirements. Nasdaq had notified Tempest on May 22, 2026 of noncompliance following Board resignations and required a compliance plan.
Executive changes and outlook
- Nicholas Rossettos resigned as CFO and from all other Company positions, effective immediately on September 22, 2026.
- Constance Ames was appointed CFO, Principal Financial and Accounting Officer, Treasurer, and Corporate Secretary, effective immediately. The filing describes her experience but does not disclose compensation terms.
- The filing contains no financial guidance or broader operating outlook. Management commentary is limited to the expected MSA fees and the Company’s stated belief that it has regained Nasdaq Board-related compliance.
Key facts for investors to verify
- Whether the MSA’s expected $5.0 million annual fee and additional reimbursable costs remain within Tempest’s available resources, and how the costs are recognized and reported.
- Work Order No. 1’s scope, milestones, deliverables, and any changes or termination, including the full agreement filed as Exhibit 10.1.
- Related-party oversight and whether actual pricing and terms continue to be comparable to unaffiliated-provider alternatives.
- Nasdaq’s confirmation of compliance and any continuing Board or committee requirements.
- Transition details following the CFO departure, including any subsequent disclosures about finance leadership or compensation.