Tempest Therapeutics (TPST) investor relations material

Executive summary

• Virtual annual meeting scheduled for November 9, 2026; October 23, 2026 record date, with 19,995,358 common shares entitled to vote.

• The Board recommends FOR all four proposals: two director nominees, auditor ratification, Lincoln Park share issuance approval and PIPE warrant share issuance approval.

Voting matters and shareholder proposals

• Elect John David Yee and William Drake Richey to three-year Class II terms ending at the 2029 annual meeting.

• Ratify Ernst & Young LLP as auditor for FY 2026; the firm has audited the financial statements since 2021.

• Approve potential Lincoln Park issuance above the 19.99% exchange cap to access up to $50 million; sales remain at management’s discretion and are subject to agreement terms.

• Approve issuance upon exercise of 3,105,591 Series C and 3,105,591 Series D warrants, plus up to 217,391 placement-agent warrants; approval enables exercise and potential proceeds.

• Proposals 1, 3 and 4 are non-routine; broker discretion applies only to auditor ratification. Each proposal requires a majority of votes cast, except director nominees receiving the most FOR votes.

Board of directors and corporate governance

• Five-member staggered Board; all directors except CEO and Chair Matthew Angel were determined independent, and committee members meet applicable independence standards.

• Angel became Board Chair in July 2026; William Richey was appointed Lead Independent Director, with authority over independent sessions, CEO evaluation and Board agendas.

• Audit, Compensation, and Nominating and Corporate Governance committees are standing committees; the Science & Technology Committee was dissolved in 2026.

• John Frederick joined the Board in October 2026; Nancy Freda-Smith joined in September 2026. Freda-Smith and Richey were designated audit committee financial experts.