Tempest Therapeutics, Inc.

For the period ended Nov 9, 2026. Filed Oct 26, 2026.

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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.

Nov 9, 2026 · Filed Oct 26, 2026

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TPST$0.38+1.4%Stored close · as of Nov 6, 2026

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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
☐	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☒	Definitive Proxy Statement
☐	Definitive Additional Materials
☐	Soliciting Material under § 240.14a-12

Tempest Therapeutics, Inc.

(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.
☐	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

2000 Sierra Point Parkway, Suite 400

Brisbane, CA 94005

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To Be Held On November 9, 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 November 9, 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 II nominees, Dr. John David Yee and Mr. William Drake Richey, to the Board of Directors to hold office until the 2029 Annual Meeting of Stockholders and until their respective successors are duly elected and qualified;

2.	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, 2026;

3.	To approve, for purposes of complying with Nasdaq Listing Rule 5635(d), the potential issuance and sale of 20% or more of our issued and outstanding common stock, par value $0.001 per share of the Company (the “common stock”), pursuant to our purchase agreement with Lincoln Park Capital Fund, LLC;

To approve, pursuant to Nasdaq Listing Rule 5635(d), the issuance of up to (A) (i) 3,105,591 shares of common stock issuable upon the exercise of outstanding Series C Warrants and (ii) 3,105,591 shares of common stock issuable upon the exercise of outstanding Series D Warrants, which warrants were issued in connection with the Company’s private placement pursuant to the Securities Purchase Agreement, dated September 11, 2026, by and between the Company and the investor party thereto (the “SPA”) and (B) up to 217,391 shares of our common stock issuable upon the exercise of certain placement agent warrants issued to designees of H.C. Wainwright & Co., LLC, our placement agent in connection with the private placement; and

5.	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/TPST2026 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 October 23, 2026. 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 November 9, 2026, at 1:00 p.m. Pacific Time.

The proxy statement and annual report to stockholders are available atir.tempesttx.com andwww.proxyvote.com.

By Order of the Board of Directors

/s/ Stephanie Horn-Warnock

Stephanie Horn-Warnock

Corporate Secretary

Brisbane, California

October 26, 2026

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 virtually, 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.

TABLE OF CONTENTS

QUESTIONS AND ANSWERS ABOUT THESE PROXY MATERIALS AND VOTING	1
PROPOSAL 1 ELECTION OF DIRECTORS	8
INFORMATION REGARDING DIRECTOR NOMINEES AND CONTINUING DIRECTORS	9
INFORMATION REGARDING THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE	11
PROPOSAL 2 RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	19
EXECUTIVE OFFICERS	20
EXECUTIVE AND DIRECTOR COMPENSATION	21
EQUITY COMPENSATION PLAN INFORMATION	31
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT	32
TRANSACTIONS WITH RELATED PERSONS AND INDEMNIFICATION	33
PROPOSAL 3 LINCOLN PARK STOCK ISSUANCE PROPOSAL	37
PROPOSAL 4 APPROVAL OF THE ISSUANCE OF SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THE PIPE WARRANTS	39
OTHER INFORMATION FOR STOCKHOLDERS	42
OTHER MATTERS	43

ContentsView on SEC.gov

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