Tempest Therapeutics, Inc.
For the period ended Dec 31, 2025. Filed Mar 30, 2026.
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A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2025 · Filed Mar 30, 2026
TPST$0.37+3.5%Stored close · as of Nov 10, 2026
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Item 15. Exhibit and Financial Statement Schedules
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
We have filed the following documents as part of this Annual Report:
(a)(1) Financial Statements
The financial statements are included in Item 8. “Financial Statements and Supplementary Data.”
(a)(2) Financial Statement Schedules
All schedules are omitted as information required is inapplicable or the information is presented in the financial statements and the related notes.
(a)(3) Exhibits
| Incorporation by Reference | ||||||
|---|---|---|---|---|---|---|
| Exhibit Number | Description of Exhibit | Form | File Number | Exhibit | Filing Date | Filed or Furnished Herewith |
| 2.1* | Agreement and Plan of Merger, dated as of March 29, 2021, by and among Tempest Therapeutics, Inc., Mars Merger Corp. and Tempest Therapeutics, Inc. | 8-K | 001-35890 | 2.1 | 3/29/2021 | |
| 3.1 | Restated Certificate of Incorporation of the Registrant, as amended | 10-Q | 001-35890 | 3.1 | 5/15/2019 | |
| 3.2 | Certificate of Amendment to the Restated Certificate of Incorporation of the Company, as filed with the Secretary of State of the State of Delaware on June 24, 2021 | 8-K | 001-35890 | 3.1 | 6/28/2021 | |
| 3.3 | Certificate of Amendment to the Restated Certificate of Incorporation of the Company, as filed with the Secretary of State of the State of Delaware on June 25, 2021 | 8-K | 001-35890 | 3.2 | 6/28/2021 | |
| 3.4 | Certificate of Designation of Series A Junior Participating Preferred Stock filed with the Secretary of State of the State of Delaware on October 10, 2023 | 8-K | 001-35890 | 3.1 | 10/11/2023 | |
| 3.5 | Certificate of Amendment to the Restated Certificate of Incorporation of the Company, as filed with the Secretary of State of the State of Delaware on April 4, 2025. | 8-K | 001-35890 | 3.1 | 4/7/2025 | |
| 3.6 | Amended and Restated Bylaws of the Registrant | 8-K | 001-35890 | 3.1 | 9/24/2021 | |
| 4.1 | Description of Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934 | X | ||||
| 4.2 | Form of Tempest Therapeutics, Inc. Warrant to Purchase Stock | 10-K | 001-35890 | 4.1 | 3/19/2024 | |
| 4.3 | Rights Agreement, dated as of October 10, 2023, between Tempest Therapeutics, Inc. and Computershare Trust Company, N.A., which includes the form of Certificate of Designation as Exhibit A, the form of Right Certificate as Exhibit B and the Summary of Rights to Purchase Preferred Shares as Exhibit C | 8-K | 001-35890 | 4.1 | 10/11/2023 | |
| 4.4 | Amendment No. 1, dated as of October 9, 2024, to Rights Agreement, dated as of October 10, 2023, by and between Tempest Therapeutics, Inc. and Computershare Trust Company, N.A., as rights agent | 8-K | 001-35890 | 4.1 | 10/10/2024 | |
| 4.5 | Amendment No. 2, dated as of December 5, 2024, to Rights Agreement, dated as of October 10, 2023, as amended, by and between Tempest Therapeutics, Inc. and Computershare Trust Company, N.A., as rights agent. | 8-K | 001-35890 | 4.1 | 12/06/2024 | |
| 4.6 | Form of Tempest Therapeutics, Inc. Prefunded Warrant | 8-K | 001-35890 | 4.2 | 11/26/2025 | |
| 4.7 | Form of Tempest Therapeutics, Inc. Common Stock Warrant | 8-K | 001-35890 | 4.3 | 11/26/2025 | |
| 4.8 | Warrant Agreement (including Form of Warrant), dated February 3, 2026, between the Company, Computershare Inc., a Delaware corporation, and Computershare Trust Company, N.A., as Warrant Agent | 8-K | 001-35890 | 4.1 | 2/6/2026 | |
| 10.1+ | 2011 Equity Incentive Plan | S-8 | 333-257727 | 10.2 | 7/7/2021 | |
| 10.2+ | 2017 Equity Incentive Plan | S-8 | 333-257727 | 10.1 | 7/7/2021 | |
| 10.3+ | Form of Stock Option Agreement under the 2017 Equity Incentive Plan | 10-K | 001-35890 | 10.3 | 3/29/2022 | |
| 10.4+ | Amended and Restated 2019 Equity Incentive Plan | 8-K | 001-35890 | 10.1 | 6/21/2022 | |
| 10.5+ | Form of Option Grant Package under 2019 Equity Incentive Plan | 10-Q | 001-35890 | 10.7 | 8/12/2019 | |
| 10.6+ | Form of Stock Option Agreement under the Sub Plan for French Residents under 2019 Equity Incentive Plan | 10-K | 001-35890 | 10.16 | 3/11/2020 | |
| 10.7+ | Form of Inducement Nonqualified Stock Option Agreement subject to the terms of the 2019 Equity Incentive Plan | 10-K | 001-35890 | 10.17 | 3/11/2020 | |
| 10.8+ | Amended and Restated 2019 Employee Stock Purchase Plan | 8-K | 001-35890 | 10.2 | 6/21/2022 | |
| 10.9+ | Form of Indemnification Agreement | 8-K | 001-35890 | 10.1 | 7/07/2021 | |
| 10.10 | Lease Agreement, dated January 24, 2022, by and between HCP Life Science REIT, Inc. and Tempest Therapeutics, Inc. | 10-K | 001-35890 | 10.24 | 03/22/2023 | |
| 10.11+ | Tempest Therapeutics, Inc. Amended and Restated 2023 Equity Incentive Plan | 10-Q | 001-35890 | 10.1 | 8/10/2023 | |
| 10.12+ | Amendment No. 1 to Tempest Therapeutics, Inc. Amended and Restated 2023 Equity Incentive Plan | X | ||||
| 10.13+ | Form of Option Grant Package under the Amended and Restated 2023 Equity Incentive Plan | 10-Q | 001-35890 | 10.2 | 8/10/2023 | |
| 10.14+ | Tempest Therapeutics, Inc. 2023 Inducement Plan | 10-Q | 001-35890 | 10.3 | 8/10/2023 | |
| 10.15+ | Form of Option Grant Package under the 2023 Inducement Plan | 10-Q | 001-35890 | 10.4 | 8/10/2023 | |
| 10.16# | Roche Supply Agreement, dated October 7, 2024, by and between the Registrant and F. Hoffmann-La Roche Ltd. | 10-K | 001-35890 | 10.32 | 3/27/2025 | |
| 10.17+ | Amended and Restated Offer Letter, dated August 11, 2025, by and between Tempest Therapeutics, Inc. and Justin Trojanowski. | 10-Q | 001-35890 | 10.7 | 8/11/2025 | |
| 10.18+ | Separation Agreement, dated June 13, 2025, by and between Tempest Therapeutics, Inc. and Stephen Brady | 10-Q | 001-35890 | 10.3 | 8/11/2025 | |
| 10.19+ | Separation Agreement, dated June 13, 2025, by and between Tempest Therapeutics, Inc. and Samuel Whiting | 10-Q | 001-35890 | 10.4 | 8/11/2025 | |
| 10.20+ | Separation Agreement, dated June 13, 2025, by and between Tempest Therapeutics, Inc. and Nicholas Maestas | 10-Q | 001-35890 | 10.5 | 8/11/2025 | |
| 10.21+ | Form of Consulting Agreement | 10-Q | 001-35890 | 10.2 | 8/11/2025 | |
| 10.22+ | Form of Success Bonus Agreement | 10-Q | 001-35890 | 10.6 | 8/11/2025 | |
| 10.23* | Asset Purchase Agreement, dated November 19, 2025, by and among Erigen LLC, Factor Bioscience Inc., and Tempest Therapeutics, Inc. | 8-K | 001-35890 | 10.1 | 11/19/2025 | |
| 10.24 | Lock-Up Agreement, dated November 19, 2025, by and between Erigen LLC and Tempest Therapeutics, Inc. | 8-K | 001-35890 | 10.2 | 11/19/2025 | |
| 10.25# | Exclusive License and Collaboration Agreement, dated July 18, 2025, by and between Erigen LLC and Novatim Immune Therapeutics Co., Ltd. | X | ||||
| 10.26# | Amended and Restated License and Collaboration Agreement, dated November 19, 2025, by and between Factor Bioscience Limited and Erigen LLC | X | ||||
| 10.27# | Amended and Restated Master Services Agreement, dated November 19, 2025, by and between Factor Bioscience Limited and Erigen LLC | X | ||||
| 10.28+ | Executive Employment Agreement, dated November 19, 2025, by and between the Registrant and Matthew Angel | X | ||||
| 10.29+ | Executive Employment Agreement, dated February 3, 2026 by and between the Registrant and Nicholas Maestas | X | ||||
| 19.1 | Tempest Therapeutics, Inc. Insider Trading Policy | 10-K | 001-35890 | 19.1 | 3/27/25 | |
| 21.1 | Subsidiaries of the Registrant | 10-K/A | 001-35890 | 21.1 | 4/1/2022 | |
| 23.1 | Consent of Ernst & Young LLP, independent registered public accounting firm | X | ||||
| 24.1 | Power of Attorney (included on signature page) | X | ||||
| 31.1 | Certification of Principal Executive Officer pursuant to Rules 13a-14(a) and 15d-14(a) promulgated under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | X | ||||
| 31.2 | Certification of Principal Financial Officer pursuant to Rules 13a-14(a) and 15d-14(a) promulgated under the Securities Exchange Act of 1934, as adopted pursuant to section 302 of the Sarbanes-Oxley Act of 2002 | X | ||||
| 32.1^ | Certification of Principal Executive Officer and Principal Financial Officer pursuant to Rules 13a-14(b) and 15d-14(b) promulgated under the Securities Exchange Act of 1934 and 18 U.S.C. Section 1350, as adopted pursuant to section 906 of The Sarbanes-Oxley Act of 2002 | X | ||||
| 97.1+ | Incentive Compensation Recoupment Policy | 10-K | 001-35890 | 97.1 | 03/19/2024 | |
| 101.INS | Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File as its XBRL tags are embedded within the Inline XBRL document | X |
| 101.SCH | Inline XBRL Taxonomy Extension Schema With Embedded Linkbase Document | X |
| 104 | Cover Page formatted as Inline XBRL and contained in Exhibit 101 |
- Exhibits and/or schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The registrant hereby undertakes to furnish supplementally copies of any of the omitted exhibits and schedules upon request by the SEC.
- Indicates management contract or compensatory plan.
^ These certifications are being furnished solely to accompany this Annual Report pursuant to 18 U.S.C. Section 1350, and are not being filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and are not to be incorporated by reference into any filing of the Registrant, whether made before or after the date hereof, regardless of any general incorporation language in such filing.
Pursuant to Item 601(b)(10)(iv) of Regulation S-K, certain portions of this exhibit (indicated by ***) have been omitted because the identified information is not material and is the type that the Registrant treats as private or confidential.
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