Business Context and Reporting Period
This Form 8-K Current Report is filed by Tempest Therapeutics, Inc. (TPST) on May 22, 2026, covering events occurring on May 19, 2026, and May 22, 2026. The Company is a biotechnology firm incorporated in Delaware with principal executive offices in Brisbane, California. The filing addresses critical compliance issues regarding its continued listing on the Nasdaq Capital Market.
Key Financial Metrics
The filing references specific financial data from the Company's Quarterly Report on Form 10-Q for the period ended March 31, 2026:
- Stockholders' Equity: $822,000 (Significantly below the $2,500,000 Nasdaq requirement).
- Market Value of Listed Securities: The filing states the Company does not meet the $35 million alternative standard.
- Net Income: The filing states the Company does not meet the $500,000 net income from continued operations standard for the most recent fiscal year or two of the last three fiscal years.
- Revenue, Cash Flow, and Debt: The filing text does not provide specific values for revenue, operating cash flow, or total debt.
Material Changes and Listing Deficiencies
The Company has received two distinct deficiency notices from Nasdaq:
- Stockholders' Equity Deficiency (May 19, 2026): Nasdaq notified the Company of non-compliance with Listing Rule 5550(b)(1) due to stockholders' equity of $822,000, which is below the required $2,500,000. The Company also fails to meet alternative quantitative standards for market value or net income.
- Corporate Governance Deficiencies (May 22, 2026): Following the resignations of Mr. Michael Raab and Ms. Christine Pellizzari, the Company is no longer in compliance with rules requiring a majority of independent directors, a three-member independent audit committee, a two-member independent compensation committee, and a nominating and corporate governance committee. The Company is ineligible for a standard cure period due to multiple vacancies.
Outlook, Risks, and Management Commentary
Compliance Plan and Timeline:
- The Company has 45 calendar days (until July 6, 2026) to submit a plan to regain compliance with the Stockholders' Equity Requirement.
- If the plan is accepted, the Company may receive an extension of up to 180 calendar days to regain compliance.
- Similarly, the Company must submit a written plan to Nasdaq within 45 days regarding the independent director and committee vacancies.
Risks and Contingencies:
- Delisting Risk: There is no assurance that the Nasdaq Hearings Panel will grant continued listing or that the Company will regain compliance within required timeframes.
- Liquidity and Going Concern: The filing highlights risks related to the Company's current liquidity position, the need for additional financing to support operations, and the ability to continue as a going concern.
- Operational Risks: Risks include unexpected safety/efficacy data in trials, lower-than-expected enrollment rates, loss of key personnel, and capital market volatility.
Current Status: The notifications have no immediate effect on the Company's listing; common stock will continue to trade on the Nasdaq Capital Market under the symbol "TPST" subject to the listing rules.
Investor Verification Checklist
- Verify the Company's ability to raise capital to increase stockholders' equity above $2.5 million by July 6, 2026.
- Monitor the submission and acceptance of the Compliance Plan by Nasdaq.
- Track the appointment of new independent directors to fill the vacancies on the Board and its committees.
- Review the most recent Form 10-Q (ended March 31, 2026) and Form 10-K (ended December 31, 2025) for detailed liquidity and cash burn analysis.
- Assess the risk of delisting if the Company fails to meet the 180-day extension deadline.