Tempest Therapeutics (TPST) Proxy filing summary

Executive summary

• Special Meeting scheduled for June 18, 2026, to approve issuances of common stock related to PIPE and Inducement Warrants under Nasdaq Rule 5635.

• Proposals involve up to 1,851,854 shares for PIPE Warrants and up to 2,344,828 shares for Inducement Warrants.

• Approval is required to comply with Nasdaq rules due to the size and pricing of the issuances.

• Board unanimously recommends voting in favor of both proposals.

Voting matters and shareholder proposals

• Proposal 1: Approve issuance of shares upon exercise of Series A and B PIPE Warrants from a March 2026 private placement.

• Proposal 2: Approve issuance of 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, company must call additional meetings every 90 days until approval or expiration of warrants.

Board of directors and corporate governance

• Board recommends approval of both proposals and is responsible for proxy solicitation.

• Dr. Matthew Angel, CEO and director, is affiliated with Factor Bioscience, a participant in the PIPE transaction.