UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
(Exact name of Registrant as Specified in Its Charter)
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) | ||
| (Address of Principal Executive Offices) | (Zip Code) | |||
Registrant’s Telephone Number, Including Area Code:
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
|
|
Trading |
Name of each exchange | ||
| N/A |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On May 22, 2026, each of Mr. Stephen Brady, Mr. Michael Raab and Ms. Christine Pellizzari notified Tempest Therapeutics, Inc. (the “Company”) of his or her resignation from the Board of Directors of the Company (the “Board”), effective as of such date. The Company has not been informed that these resignations were the result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices described in Item 5.02(a)(1) of Form 8-K.
In connection with the transition, the Company and each of these individuals entered into a Separation Agreement (collectively, the “Separation Agreements”). Each Separation Agreement provides for the waiver by each of the directors of all accrued and unpaid retainer fees in accordance with the Company’s non-employee director compensation program, as described in the Company’s Annual Report on Form 10-K/A, filed with the SEC on March 30, 2026. The Separation Agreements shall not affect the rights of each of these individuals under their outstanding stock option awards or ownership of shares of capital stock of the Company. In addition, each of their indemnification agreements shall remain in full force and effect, with the underlying rights in the Certificate of Incorporation and Bylaws unchanged for six years from separation.
The foregoing description of the non-employee director compensation program and Separation Agreements do not purport to be complete and are qualified by reference to the full text of each agreement, copies of which will be filed as exhibits to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2026.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| TEMPEST THERAPEUTICS, INC. | ||||||
| Date: May 22, 2026 | By: | /s/ Matthew Angel | ||||
| Name: | Matthew Angel | |||||
| Title: | President and Chief Executive Officer | |||||