Tempest Therapeutics, Inc.
For the period ended Jan 27, 2026. Filed Dec 31, 2025.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Jan 27, 2026 · Filed Dec 31, 2025
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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
Filed by the Registrant ☒
Filed by a Party other than the Registrant ☐
Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
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| ☐ | 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 |
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(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement if other than the Registrant)
Payment of Filing Fee (Check all boxes that apply):
| ☒ | No fee required. |
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| ☐ | Fee paid previously with preliminary materials |
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| ☐ | 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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Brisbane, CA 94005
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held On January 27, 2026 at 1:00 p.m. Pacific Time
Dear Stockholder:
You are cordially invited to attend the Annual Meeting of Stockholders (the “Annual Meeting”) of TEMPEST THERAPEUTICS, INC., a Delaware corporation (the “Company”). The Annual Meeting will be held on January 27, 2026 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 purposes:
| 1. | To elect the Board’s Class I nominee, Geoff Nichol, to the Board of Directors to hold office until the 2028 Annual Meeting of Stockholders; |
| 2. | To approve, on an advisory basis, the compensation paid to the Company’s named executive officers, as disclosed in this proxy statement; |
| 3. | To ratify the selection of Ernst & Young LLP as the independent registered public accounting firm of the Company for its fiscal year ending December 31, 2025; |
| 4. | To approve the Company’s limited duration stockholder rights plan, as amended; |
| 5. | To approve the issuance of 8,268,495 shares of the Company’s common stock in satisfaction of the Company’s obligations under that certain asset purchase agreement, dated November 19, 2025, by and among the Company, Erigen LLC and Factor Bioscience Inc., for purposes of Nasdaq Stock Market Rules 5635(a) and 5635(b); |
| 6. | To approve an amendment to the Company’s Amended and Restated 2023 Equity Incentive Plan to increase the number of shares of the Company’s common stock issuable under such plan by 1,410,000 shares; and |
| 7. | To conduct any other business properly brought before the meeting. |
These items of business are more fully described in the accompanying proxy statement.
The Annual Meeting can be accessed by visitingwww.virtualshareholdermeeting.com/TPST2025 and entering the control number included in the proxy card in the enclosed proxy materials. You will not be able to attend the Annual Meeting in person.
The record date for the Annual Meeting is December 4, 2025. 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 January 27, 2026 at 1:00 p.m., Pacific Time.
The proxy statement and annual report to stockholders are available atir.tempesttx.com and www.proxyvote.com.
By Order of the Board of Directors
/s/ Nicholas Maestas
Nicholas Maestas
Corporate Secretary
Brisbane, California
December 31, 2025
You are cordially invited to attend the virtual Annual Meeting. You will not be able to attend the 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 Annual 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.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.