Tempest Therapeutics (TPST) Proxy filing summary

Executive summary

• Special Meeting of Stockholders scheduled for June 18, 2026, to approve two key proposals related to the issuance of common stock upon exercise of warrants.

• Both proposals are required to comply with Nasdaq Rule 5635 due to the potential issuance of 20% or more of outstanding common stock at prices below the minimum price.

• Board of Directors unanimously recommends voting in favor of both proposals to support liquidity and future operations.

Voting matters and shareholder proposals

• Proposal 1: Approve issuance of up to 1,851,854 shares upon exercise of Series A and B PIPE Warrants issued in a March 2026 private placement.

• Proposal 2: Approve issuance of up to 2,344,828 shares upon exercise of Inducement Warrants issued in May 2026 at a reduced exercise price.

• Both proposals require a majority of votes cast for approval; abstentions and broker non-votes have no effect.

• If not approved, the company must call additional meetings every 90 days until approval or expiration of warrants.

Board of directors and corporate governance

• Board recommends voting in favor of both proposals and is responsible for soliciting proxies.

• Dr. Matthew Angel, CEO and director, is a majority equityholder of a key investor (Factor Bioscience Inc.) involved in the PIPE Warrants.