Tempest Therapeutics Inc
For the period ended Dec 3, 2024. Filed Nov 12, 2024.
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Dec 3, 2024 · Filed Nov 12, 2024
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DEF 14A 1 ny20036455x2_def14a.htm DEF 14A
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No.)
Filed by the Registrant ☒
Filed by a Party other than the Registrant ☐
Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
|---|
| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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| ☒ | Definitive Proxy Statement |
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| ☐ | Definitive Additional Materials |
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| ☐ | Soliciting Material under §240.14a-12 |
|---|
Tempest Therapeutics, Inc.
(Name of Registrant as Specified In Its Charter)
N/A
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check all boxes that apply):
| ☒ | No fee required. |
|---|
| ☐ | Fee paid previously with preliminary materials |
|---|
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 |
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2000 Sierra Point Parkway, Suite 400
Brisbane, CA 94005
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
To Be Held On December 3, 2024
Dear Stockholder:
You are cordially invited to attend a Special Meeting of Stockholders (the “Special Meeting”) of TEMPEST THERAPEUTICS, INC., a Delaware corporation (the “Company”). The Special Meeting will be held on December 3, 2024 at 1:00 p.m., Pacific Time and will be a virtual stockholder meeting through which you can listen to the meeting, submit questions and vote online, for the following purpose:
| 1. | To approve a series of alternate amendments to our Restated Certificate of Incorporation to effect, at the option of our Board of Directors, a reverse stock split of our common stock at a ratio in the range of 1-for-2 to 1-for-15, inclusive, with such ratio to be determined by our Board of Directors in its sole discretion. We refer to this proposal as the “Reverse Stock Split Proposal” or “Proposal 1.” |
This item of business is more fully described in the Proxy Statement accompanying this Notice.
The meeting can be accessed by visitingwww.virtualshareholdermeeting.com/TPST2024SMand entering the control number included in the proxy card in the enclosed proxy materials. You will not be able to attend the meeting in person.
The record date for the Special Meeting is November 1, 2024. Only stockholders of record at the close of business on that date may vote at the meeting or any adjournment thereof.
Important Notice Regarding the Availability of Proxy Materials for the Virtual Stockholders’ Meeting
to Be Held on December 3, 2024 at 1:00 p.m., Pacific Time.
The proxy statement is available atir.tempesttx.com.
By Order of the Board of Directors,
/s/ Nicholas Maestas
Nicholas Maestas
Corporate Secretary
Brisbane, CA
November 12, 2024
You are cordially invited to attend the virtual Special Meeting. You will not be able to attend the Special Meeting in person. Whether or not you expect to attend the meeting, please complete, date, sign and return the enclosed proxy, or vote over the telephone or the internet as instructed in these materials, as promptly as possible in order to ensure your representation at the meeting. A return envelope (which is postage prepaid if mailed in the United States) has been provided for your convenience. Even if you have voted by proxy, you may still vote online if you attend the virtual Special Meeting. Please note, however, that if your shares are held of record by a broker, bank or other nominee and you wish to vote at the meeting, you must obtain a proxy issued in your name from that record holder.
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