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Tempest Therapeutics special meeting adjourned again without sufficient votes on charter amendment proposal

On October 14, 2026, Tempest Therapeutics reconvened its special meeting of stockholders to vote on a proposed Certificate of Amendment to replace supermajority voting requirements and permit stockholder action by written consent, but lacked sufficient votes to approve the proposal. The Company again adjourned the meeting; the meeting will reconvene on November 12, 2026 at 2:00 p.m. Eastern Time via live webcast. The Proposal requires the affirmative vote of at least 75% of votes entitled to be cast.

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Key takeaways

  • Meeting status: Special meeting originally convened on July 27, 2026 has been adjourned four times (August 17, 2026; September 15, 2026; October 14, 2026) due to lack of sufficient votes to approve the charter amendment proposal.

  • Quorum: 11,004,101 shares, or 74.3% of 14,806,997 shares of common stock outstanding as of the May 28, 2026 record date, were present or represented, constituting a quorum; however, the 75% supermajority required to approve the Proposal was not achieved.

  • Proposal detail: Certificate of Amendment to the Restated Certificate of Incorporation to replace specified supermajority voting requirements and permit stockholder action by written consent.

  • Reconvened meeting: Scheduled for November 12, 2026 at 2:00 p.m. Eastern Time via virtual webcast at www.virtualshareholdermeeting.com/TPST2026SM2; record date remains May 28, 2026 and previously submitted proxies remain valid unless revoked.

  • Proxy solicitor: Sodali & Co. has been engaged to assist with obtaining adequate votes.

  • Filing structure: Item 5.07 incorporates by reference the Item 8.01 disclosure describing the adjournment.

Key metrics

Shares present or represented at Special MeetingOctober 14, 2026
11,004,101
Shares of common stock outstanding (record date)May 28, 2026 record date
14,806,997
Required vote threshold for Proposal
75% supermajority

Primary source

TickerStar generated this brief from an official company, investor-relations, earnings-call, or regulatory source. Review the primary material before making an investment decision.

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