On March 20, 2026, we entered into the SPA with (a) two institutional investors (the “Institutional Investors”) and (b) Factor Bioscience Inc. (“Factor” and, together with the Institutional Investors, each, an “Investor” and, together, the “Investors”), pursuant to which we agreed to issue and sell in a private placement (the “Private Placement”) an aggregate of 462,964 shares of our common stock, and, in lieu of common stock, Pre-Funded Warrants to purchase up to 462,963 shares of our common stock, in each case accompanied by (i) Series A Warrants to purchase up to 925,927 shares of our common stock and (ii) Series B Warrants to purchase up to 925,927 shares of our common stock. The shares of common stock and the PIPE Warrants were immediately separable and were issued separately.

Further, Dr. Matthew Angel, who is our Chief Executive Officer and a director, is a majority equityholder of the parent of Factor and Chairman of the Board of Directors of Factor. Pursuant to the SPA, we sold an aggregate of 231,482 shares of our common stock, 231,482 Series A Warrants and 231,482 Series B Warrants to Factor in exchange for $500,001.12, before deducting placement agent fees and other offering expenses payable by us.

Pursuant to the SPA, we agreed to seek approval from our stockholders for the issuance of the shares issuable upon exercise of the PIPE Warrants within 90 days following the date of the SPA. The Company further agreed to solicit proxies from its stockholders in connection therewith in the same manner as all other management proposals in such proxy statement and all management appointed proxyholders shall vote their proxies in favor of such proposals. The Series A Warrants will become exercisable on the effective date of the PIPE Stockholder Approval Date and have a term of five years from the later of the PIPE Stockholder Approval Date and the Effectiveness Date (as defined below). The Series B Warrants will become exercisable on the PIPE Stockholder Approval Date and have a term of twenty-four months from the later of the PIPE Stockholder Approval Date and the Effectiveness Date. The PIPE Warrants have an exercise price of $2.16 per share.

Each Purchaser has agreed that, if it holds any Shares or Pre-Funded Warrant Shares as of the record date for the Special Meeting, it will not vote such Shares or Pre-Funded Warrant Shares on the proposal to approve the issuance of the shares issuable upon exercise of the PIPE Warrants.

Our common stock is listed on The Nasdaq Capital Market, and, as such, we are subject to the applicable rules of the Nasdaq Stock Market, including Nasdaq Listing Rule 5635(c), which requires stockholder approval in connection with certain equity compensation, subject to exceptions specified therein. For this purpose, “equity compensation” includes common stock (and/or securities convertible into or exercisable for common stock) issued to a company’s officers, directors, employees or consultants at a discount to the Market Value (as defined herein) of such company’s common stock. There is an exception to such requirement for plans that merely provide a convenient way to purchase shares on the open market or from a listed company at the consolidated closing bid price (as reflected on Nasdaq.net) immediately preceding the time that the listed company enters into a binding agreement with such officer, director, employee or consultant to issue the equity compensation (“Market Value”).

The issuance of our common stock underlying the PIPE Warrants may result in shares of our common stock being issued to Factor at a price below the Market Value of our common stock as of the time we entered into the SPA. Thus, the issuance of the warrants to Factor may be considered “equity compensation” under Nasdaq Listing Rule 5635(c).

In addition, Nasdaq Listing Rule 5635(d) requires stockholder approval of transactions other than a public offering involving the sale or issuance by the issuer of common stock (or securities convertible into or exercisable for common stock) equal to 20% or more of the common stock or 20% or more of the voting power outstanding before the issuance for a price that is less than the lower of: (i) the closing price of the common stock immediately preceding the signing of the binding agreement for the issuance of such securities; or (ii) the average closing price of the common stock for the five trading days immediately preceding the signing of the binding agreement for the issuance of such securities (the “Minimum Price”), regardless of whether such shares are issued to one person or

group or are more widely distributed. Accordingly, we are seeking stockholder approval of this Proposal 1 under Nasdaq Listing Rule 5635(d) because the shares issuable in the Private Placement (including the shares issuable upon exercise of the PIPE Warrants) may represent 20% or more of our outstanding common stock (or voting power) and the effective price of such issuance was below the Minimum Price.

By approving this Proposal 1, you are approving the proposal for purposes of the requirements under Nasdaq Listing Rule 5635(c) and (d), which would result in Factor being able to acquire shares of our common stock at a price of less than Market Value.

Exercise Price and Duration. The Series A and Series B Warrants will be immediately exercisable by the holders thereof upon stockholder approval of this Proposal 1 and may be exercised at any time beginning on the PIPE Stockholder Approval Date and ending on the date that is the applicable expiration date for such warrant. The Series A Warrants may be exercised for a period of five years from the date that is the later of the PIPE Stockholder Approval Date and the effectiveness date of the applicable resale registration statement (the “Effectiveness Date”), and the Series B Warrants may be exercised for a period of twenty-four months from the date that is the later of the PIPE Stockholder Approval Date and the Effectiveness Date. The exercise price of the Series A and Series B Warrants is $2.16 per share. The exercise price is subject to appropriate adjustment in the event of certain stock dividends and distributions, stock splits, stock combinations, reclassifications or similar events affecting our shares of common stock. The Series A and Series B Warrants may also be exercised by means of a “cashless exercise” as provided for in the applicable warrant.

Beneficial Ownership Limitation. The PIPE Warrants contain a beneficial ownership limitation that generally restricts a holder from exercising the warrants if, after giving effect to such exercise, the holder would beneficially own more than 4.99% (or, at the holder’s election, 9.99%) of our outstanding common stock, subject to adjustment in accordance with the terms of the warrants.

Fundamental Transactions. If a Fundamental Transaction (as defined in the PIPE Warrant, as applicable) occurs, then, upon any subsequent exercise of such warrant, the holder shall have the right to receive, for each warrant share that would have been issuable upon such exercise immediately prior to the occurrence of such Fundamental Transaction, at the option of the holder (without regard to any beneficial ownership limitation), the number of shares of common stock of the successor or acquiring corporation or of our Company, if we are the surviving corporation, and any additional consideration (the “Alternative Consideration”) receivable as a result of such Fundamental Transaction. If holders of our common stock are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then the holder of the Series A or Series B Warrant, as applicable, shall be given the same choice as to the Alternative Consideration it receives upon any exercise of such warrant following such Fundamental Transaction.

Rights as a Stockholder. Except as set forth in the PIPE Warrants, the holders of the PIPE Warrants do not have the rights or privileges of a holder of our common stock, including any voting rights, until such warrants are exercised.

Transferability. The PIPE Warrants may be offered for sale, sold, transferred or assigned without our consent, subject to compliance with applicable securities laws and the conditions set forth in the PIPE Warrants.

Fractional Shares. No fractional shares of common stock will be issued upon the exercise of the Series A or Series B Warrants. As to any fraction of a share which the holder would otherwise be entitled to purchase upon such exercise, we shall, at our election, either pay a cash adjustment in respect of such final fraction in an amount equal to such fraction multiplied by the exercise price or round up to the next whole share.

Amendment and Waiver. Each of the PIPE Warrants may be modified or amended or the provisions thereof waived with the written consent of our Company and the respective holder.

Following stockholder approval of this Proposal 1, up to 1,851,854 shares of common stock will be issuable upon exercise of the PIPE Warrants. The shares of common stock issuable upon exercise of the PIPE Warrants may not be sold or otherwise transferred for as long as a registration statement filed under the Securities Act covering the resale of such shares remains effective, or pursuant to exemption from registration under the Securities Act. The sale into the public market of the shares of common stock underlying the PIPE Warrants could materially and adversely affect the market price of our common stock.

If our stockholders do not approve this Proposal 1, the limitation on the Investors exercising the PIPE Warrants will remain in effect and neither we, nor the Investors as holders of the PIPE Warrants will be entitled to exercise the PIPE Warrants for shares of our common stock. Your approval of this Proposal 1 will assist us in meeting our obligations under the SPA. In addition, our ability to access the capital contemplated by the Private Placement is important to support our liquidity and fund our operations. The inability of the Investors to exercise the PIPE Warrants could further jeopardize our future financing prospects because prospective purchasers of securities may consider our stockholders as unsupportive of financings approved by our Board.

If our stockholders do not approve this Proposal 1 at the Meeting, pursuant to the SPA, we are required to call a meeting every ninety (90) days thereafter to seek stockholder Approval until the earlier of the date on which stockholder Approval is obtained or the PIPE Warrants are no longer outstanding. Failure to receive approval of this Proposal 1 at the Meeting will therefore increase our general and administrative expenses, funds that we believe would be better spent pursuing our business plan.

This summary is intended to provide you with basic information concerning the Private Placement. For a more complete description of the SPA and Private Placement, please see our Current Report on Form 8-K filed on March 20, 2026 and the exhibits filed therewith.

On May 28, 2026, we entered into a definitive agreement with an investor for the immediate exercise of certain outstanding warrants to purchase an aggregate of 1,172,414 shares of the Company’s common stock originally issued by the Company on November 26, 2025, having an original exercise price of $3.50 per share, at a reduced exercise price of $1.73 per share.

As consideration for the exercise of such existing warrants for cash, the Company agreed to issue the Inducement Warrants, which are new unregistered short-term warrants to purchase up to an aggregate of 2,344,828 shares of common stock at an exercise price of $1.73 per share. The Inducement Warrants will be exercisable at any time on or after the Inducement Stockholder Approval Date and expire two (2) years following the initial issuance date.

The inducement transaction closed on June 1, 2026, and on that date, we also issued the placement agent warrants (“PA Warrants”) to designees of H.C. Wainwright & Co., LLC, as partial compensation for services rendered in connection with the inducement transaction.

Pursuant to the Inducement Letter, the Company agreed to call and hold a special meeting of stockholders on or prior to July 15, 2026, with the recommendation of the Company’s Board that such proposal is approved. The Company further agreed to solicit proxies from its stockholders in connection therewith in the same manner as all other management proposals in such proxy statement and all management-appointed proxyholders shall vote their proxies in favor of such proposals.

Our common stock is listed on The Nasdaq Capital Market, and, as such, we are subject to the applicable rules of the Nasdaq Stock Market, including Nasdaq Listing Rule 5635(d), which requires stockholder approval of transactions other than a public offering involving the sale or issuance by the issuer of common stock (or securities convertible into or exercisable for common stock) equal to 20% or more of the common stock or 20% or more of the voting power outstanding before the issuance for less than the Minimum Price, regardless of whether such shares are issued to one person or group or are more widely distributed. Accordingly, we are seeking stockholder approval of this Proposal 2 under Nasdaq Listing Rule 5635(d) because the shares issuable upon exercise of the Inducement Warrants may represent 20% or more of our outstanding common stock (or voting power) and the effective price of such issuance was below the Minimum Price.

By approving this Proposal 2, you are approving the proposal for purposes of the requirements under Nasdaq Listing Rule 5635(d).

Exercise Price and Duration. The Inducement Warrants will be exercisable at any time on or after the Inducement Stockholder Approval Date and expire two (2) years following the initial issuance date. The exercise price of the Inducement Warrants is $1.73 per share. The exercise price is subject to appropriate adjustment in the event of certain stock dividends and distributions, stock splits, stock combinations, reclassifications or similar events affecting our shares of common stock. The Inducement Warrants may also be exercised by means of a “cashless exercise” as provided for in the applicable warrant.

Beneficial Ownership Limitation. The Inducement Warrants contain a beneficial ownership limitation that generally restricts a holder from exercising the warrants if, after giving effect to such exercise, the holder would beneficially own more than 4.99% (or, at the holder’s election, 9.99%) of our outstanding common stock, subject to adjustment in accordance with the terms of the warrants.

Fundamental Transactions. If a Fundamental Transaction (as defined in the Inducement Warrant, as applicable) occurs, then, upon any subsequent exercise of such warrant, the holder shall have the right to receive, for each warrant share that would have been issuable upon such exercise immediately prior to the occurrence of such

Fundamental Transaction, at the option of the holder (without regard to any beneficial ownership limitation), the number of shares of common stock of the successor or acquiring corporation or of our Company, if we are the surviving corporation, and any additional consideration (the “Alternate Consideration”) receivable as a result of such Fundamental Transaction. If holders of our common stock are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then the holder of the Inducement Warrant, as applicable, shall be given the same choice as to the Alternate Consideration it receives upon any exercise of such warrant following such Fundamental Transaction.

Rights as a Stockholder. Except as set forth in the Inducement Warrants, the holders of the Inducement Warrants do not have the rights or privileges of a holder of our common stock, including any voting rights, until such warrants are exercised.

Transferability. The Inducement Warrants may be offered for sale, sold, transferred or assigned without our consent, subject to compliance with applicable securities laws and the conditions set forth in the Inducement Warrants.

Fractional Shares. No fractional shares of common stock will be issued upon the exercise of the Inducement Warrants. As to any fraction of a share which the holder would otherwise be entitled to purchase upon such exercise, we shall, at our election, either pay a cash adjustment in respect of such final fraction in an amount equal to such fraction multiplied by the exercise price or round up to the next whole share.

Amendment and Waiver. Each of the Inducement Warrants may be modified or amended or the provisions thereof waived with the written consent of our Company and the respective holder.

Following stockholder approval of this Proposal 2, up to 2,344,828 shares of common stock will be issuable upon exercise of the Inducement Warrants, and up to 82,069 shares of common stock will be issuable upon exercise of the PA Warrants. The shares of common stock issuable upon exercise of the Inducement Warrants and PA Warrants may not be sold or otherwise transferred for as long as a registration statement filed under the Securities Act covering the resale of such shares remains effective, or pursuant to exemption from registration under the Securities Act. The sale into the public market of the shares of common stock underlying the Inducement Warrants and PA Warrants could materially and adversely affect the market price of our common stock.

If our stockholders do not approve this Proposal 2, the limitation on the investor exercising the Inducement Warrants and PA Warrant will remain in effect and neither we, nor the investor as holder of the Inducement Warrants will be entitled to exercise the Inducement Warrants or PA Warrants for shares of our common stock. Your approval of this Proposal 2 will assist us in meeting our obligations under the Inducement Letter. In addition, our ability to access the capital contemplated by the Inducement Letter is important to support our liquidity and fund our operations. The inability of the investor to exercise the Inducement Warrants or PA Warrants could further jeopardize our future financing prospects because prospective purchasers of securities may consider our stockholders as unsupportive of financings approved by our Board.

If our stockholders do not approve this Proposal 2 at the Meeting, pursuant to the Inducement Letter, we are required to call a meeting every ninety (90) days thereafter to seek stockholder approval until the earlier of the date on which stockholder approval is obtained or the Inducement Warrants are no longer outstanding. Failure to receive approval of this Proposal 2 at the Meeting will therefore increase our general and administrative expenses, funds that we believe would be better spent pursuing our business plan.

This summary is intended to provide you with basic information concerning the inducement transaction and the Inducement Warrants. For a more complete description of the Inducement Letter and Inducement Warrant, please see the Current Report on Form 8-K to be filed immediately following the closing of the transaction and the exhibits to filed therewith.

The following table sets forth information regarding beneficial ownership of our common stock as of March 31, 2026, the most recent practicable date for computing beneficial ownership, by:

We have determined beneficial ownership in accordance with the rules of the SEC. These rules generally attribute beneficial ownership of securities to persons who possess sole or shared voting or investment power with respect to those securities. Unless otherwise indicated, the persons or entities identified in this table have sole voting and investment power with respect to all shares shown as beneficially owned by them, subject to applicable community property laws.

Applicable percentage ownership is based on 14,344,034 shares of our common stock issued and outstanding as of March 31, 2026. The number of shares of common stock used to calculate the percentage ownership of each listed person includes the shares of common stock underlying options and warrants held by such persons that are currently exercisable or convertible or will be exercisable or convertible within 60 days of March 31, 2026. However, we did not deem these shares outstanding for the purpose of computing the percentage ownership of any other person.

Our Bylaws provide that, for stockholder director nominations or other proposals to be considered at an annual meeting, the stockholder must give timely notice thereof in writing to our Corporate Secretary at Tempest Therapeutics, Inc., 2000 Sierra Point Parkway, Suite 400, Brisbane, California, 94005. To be timely for the 2026 Annual Meeting of Stockholders, a stockholder’s notice must be delivered to or mailed and received by our Secretary at our principal executive offices between September 29, 2026 and October 29, 2026; provided, however, that if the date of that annual meeting of stockholders is advanced by more than 20 days or delayed by more than 60 days from the anniversary of the preceding year’s annual meeting, you must give the required notice not earlier than the 120th day prior to the meeting date and not later than the 90th day prior to the meeting date or, if later than the 90th day prior to such meeting date, the 10th day following the day on which public disclosure of that meeting date is first made. A stockholder’s notice to the Secretary must also set forth the information required by our Bylaws, including your name and address and the class and number of shares of our stock that you beneficially own.

Stockholder proposals submitted pursuant to Rule 14a-8 under the Exchange Act, and intended to be presented at the 2026 Annual Meeting of Stockholders must be received by us not later than September 8, 2026 in order to be considered for inclusion in our proxy materials for that meeting. However, if the 2026 Annual Meeting of Stockholders is advanced by more than 30 days prior to or delayed by more than 30 days after January 27, 2027, then the deadline will be a reasonable time prior to the time we begin to print and send our proxy materials. In addition, stockholders who intend to solicit proxies in support of director nominees other than our nominees must also comply with the additional requirements of Rule 14a-19 under the Exchange Act.

The SEC has adopted rules that permit companies and intermediaries, such as brokers, to satisfy the delivery requirements for proxy statement materials with respect to two or more stockholders sharing the same address by delivering a single set of these materials addressed to those stockholders. This process, which is commonly referred to as “householding,” potentially means extra convenience for stockholders and cost savings for companies.

For this meeting, a number of brokers with account holders who are our stockholders will be “householding” the Company’s proxy materials. A single set of Special Meeting materials will be delivered to multiple stockholders sharing an address unless contrary instructions have been received from the affected stockholders. Once you have received notice from your broker that they will be “householding” communications to your address, “householding” will continue until you are notified otherwise or until you revoke your consent. If, at any time, you no longer wish to participate in “householding” and would prefer to receive a separate set of Special Meeting materials, please notify your broker or us. Direct your written request to Tempest Therapeutics, Inc., Attention: Corporate Secretary, 2000 Sierra Point Parkway, Suite 400, Brisbane, CA 94005. Stockholders who currently receive multiple copies of the Special Meeting materials at their addresses and would like to request “householding” of their communications should contact their brokers.

The Board of Directors knows of no other matters that will be presented for consideration at the Special Meeting. If any other matters are properly brought before the meeting, it is the intention of the persons named in the accompanying proxy to vote on such matters in accordance with their best judgment.