Tempest Therapeutics files preliminary proxy for November 9, 2026 Annual Meeting; seeks approvals for Lincoln Park equity line and PIPE warrant share issuance
Tempest Therapeutics filed a preliminary proxy statement for its 2026 Annual Meeting of Stockholders to be held virtually on November 9, 2026 at 1:00 p.m. Pacific Time, with a record date of October 23, 2026. Stockholders are being asked to elect two Class II directors (Dr. John David Yee and Mr. William Drake Richey), ratify Ernst & Young LLP as the auditor for fiscal 2026, approve the issuance of common stock under the August 13, 2026 Lincoln Park Capital purchase agreement (up to $50.0 million), and approve t...
Key takeaways
Annual Meeting logistics: The 2026 Annual Meeting will be held virtually at www.virtualshareholdermeeting.com/TPST2026 on November 9, 2026 at 1:00 p.m. Pacific Time, with a record date of October 23, 2026.
Director election: Stockholders will vote on the election of two Class II nominees, Dr. John David Yee (age 63) and Mr. William Drake Richey (age 44), each first appointed to the Board in June 2026, to serve until the 2029 Annual Meeting.
Auditor ratification: The Board recommends ratification of Ernst & Young LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2026; E&Y has audited Tempest since 2021, with audit fees of $930,000 for 2025 versus $755,000 for 2024.
Lincoln Park equity line approval (Proposal 3): Stockholder approval is sought under Nasdaq Listing Rule 5635(d) for the issuance and sale of 20% or more of outstanding common stock under the August 13, 2026 Purchase Agreement with Lincoln Park Capital Fund, which provides for up to $50.0 million of common stock sales (initial $25.0 million commitment, with an additional $25.0 million available after the initial commitment is fully drawn), subject to a...
PIPE warrant share approval (Proposal 4): Stockholder approval is sought for the issuance of up to 6,428,573 shares of common stock under the September 11, 2026 SPA, comprising 3,105,591 shares from Series C Warrants, 3,105,591 shares from Series D Warrants (each with a $0.805 exercise price), and 217,391 shares from placement agent warrants at $1.0063, with H.C. Wainwright & Co. serving as placement agent pursuant to a May 26, 2026 engagement letter.
Leadership changes disclosed in the proxy: Matthew Angel, Ph.D. was appointed President, CEO and director on February 3, 2026 (and Chair on July 9, 2026); Stephen Brady resigned as President and CEO on February 3, 2026; Constance Ames was appointed CFO, Principal Financial and Accounting Officer, Treasurer and Corporate Secretary in September 2026; Nicholas Maestas resigned as CFO effective June 5, 2026; and four new independent directors were appointed...
Related-party and asset acquisition disclosures: The proxy describes the February 3, 2026 closing of the Erigen Asset Purchase Agreement (8,268,495 shares issued to Erigen, comprising approximately 37% to Dr. Angel and 26% to Lotus Capital BVI Limited) and a Factor funding commitment of up to $20.0 million (with $11.8 million remaining availability as of June 30, 2026).
Key metrics
Disclosure changes
- Leadership and board composition
Matthew Angel, Ph.D. was appointed President, CEO and director on February 3, 2026 and Chair on July 9, 2026; Stephen Brady resigned as President and CEO on February 3, 2026; Constance Ames was appointed CFO, Principal Financial and Accounting Officer, Treasurer and Corporate Secretary in September 2026; Nicholas Maestas resigned as CFO effective June 5, 2026; four new independent directors (Dr. Yee, Mr. Richey, Ms. Freda-Smith and Mr. Frederick) were appointed during 2026; the Board dissolved the Science & Tech...
Material leadership refresh reflects a substantial change in the Company's executive and board composition during 2026, including a new CEO/CFO and reconstituted Board committees. - Erigen Asset Purchase
On November 19, 2025, the Company executed an Asset Purchase Agreement with Erigen LLC and Factor Bioscience Inc. for the in vivo CAR-T assets (TPST-2003, TPST-2206, TPST-3003 and TPST-3206) outside of China, Russia, India and Turkey for 8,268,495 shares of common stock (closed February 3, 2026); the Company also assumed Erigen's rights under the Novatim and Factor Restated License and Collaboration Agreements; Dr. Angel and Lotus Capital BVI Limited beneficially held approximately 37% and 26% of the common stoc...
Related-party acquisition materially changes the Company's pipeline focus to in vivo CAR-T therapies and results in substantial ownership concentration with the new CEO and a strategic partner. - Factor funding commitment and Master Services Agreement
Factor made a funding commitment to provide the Company financial support up to $20.0 million (inclusive of amounts raised after the Asset Purchase Agreement) for the earlier of 18 months following Closing or until the Company raised at least $20.0 million in gross proceeds; $11.8 million remained available as of June 30, 2026. The September 22, 2026 MSA with Factor provides research and development services for an expected $5.0 million per year ($416,667 per month), subject to proration, plus a 10% project mana...
Related-party financial and operational support from Factor (an entity controlled by the new CEO) provides liquidity and operational continuity but creates ongoing related-party dependence. - Private Placement (March 2026) and PIPE (September 2026) financings
On March 20, 2026, the Company entered into a Purchase Agreement for a private placement of 462,964 shares, pre-funded warrants for 462,963 shares, Series A Warrants for 925,927 shares and Series B Warrants for 925,927 shares; Factor purchased 231,482 shares, 231,482 Series A Warrants and 231,482 Series B Warrants for $0.5 million. On September 11, 2026, the Company entered into an SPA for pre-funded warrants covering 3,105,591 shares with accompanying Series C and Series D Warrants for an additional 3,105,591 s...
Two recent capital-raising transactions, including the September PIPE Warrants that require stockholder approval (Proposal 4) before they become exercisable, materially affect the Company's share count, capital structure, and potential dilution. - Lincoln Park Capital equity line
On August 13, 2026, the Company entered into the Lincoln Park Purchase Agreement for up to $50.0 million of common stock ($25.0 million initial commitment with an automatic increase to $50.0 million upon full drawdown of the initial amount); the Company issued 560,356 Initial Commitment Shares and may issue 350,223 Additional Commitment Shares; the Exchange Cap is 3,195,881 shares (19.99%) and the LP Minimum Price is $1.3854 per share.
Establishes an at-the-market equity line that may be drawn over time; approval of Proposal 3 is required to permit issuances above the 19.99% Exchange Cap at prices below the Minimum Price. - Related-party transactions and YQ Advisors Professional Services Agreement
On March 24, 2026, the Company entered into a Professional Services Agreement with YQ Advisors Limited, effective April 1, 2026, for business and corporate development services at $1,250/hour for Andrew Fang and $250/hour for other YQ providers, capped at $720,000 per year; Mr. Fang is the son of Bangxia Yang, the beneficial owner of Lotus (a greater than 5% holder). The Company also settled approximately $0.4 million of Erigen pre-closing legal fees with Wilson Sonsini Goodrich & Rosati in June 2026.
New related-party commitments and assumption of Erigen-related expenses warrant disclosure given the related-party nature of the engagements.
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