CFO — Constance Ames: The CFO resigned for personal reasons, but the company immediately appointed a qualified external successor, mitigating the negative impact of the departure.

Director — John Frederick: The filing discloses the appointment of a new independent director, which is a routine board composition change and not the departure of a senior executive.

Entry into a Material Definitive Agreement. On September 22, 2026, Tempest Therapeutics, Inc. (“Tempest”) entered into a Master Services Agreement (the “MSA”) with Factor Bioscience Inc. (“Factor”). The MSA establishes the terms under which Factor will provide research and development services requested by Tempest pursuant to mutually agreed work orders. The MSA supports Tempest’s development activities, including its obligations under the Amended and Restated License and Collaboration Agreem…

Director — Nancy Freda-Smith: The filing announces the appointment of a new director to fill a vacancy and restore Nasdaq compliance, which is a board composition change rather than the departure of a senior executive.

Entry into a Material Definitive Agreement. On September 14, 2026, Tempest Therapeutics, Inc. entered into an exclusive collaboration, option and license agreement with Heibei Senlang Biotechnology Co., Ltd., a PRC company, under which Senlang granted the Company an exclusive option, exercisable within four months, to obtain an exclusive, royalty-bearing, sublicensable license to develop and commercialize Senlang’s in vivo CAR-T technology worldwide excluding Greater China. If exercised (upon…

Based in part upon the representations of the Investor in the Purchase Agreement, the securities described above are being offered and sold in a private placement exempt from registration under the Securities Act pursuant to Section 4(a)(2) thereof and Regulation D promulgated thereunder. Accordingly, such securities may not be offered or sold in the United States except pursuant to an effective registration statement or an applicable exemption from the registration requirement of the Securit…

Entry into a Material Definitive Agreement. Securities Purchase Agreement On September 11, 2026, Tempest Therapeutics, Inc. (the “ Company ”) entered into a securities purchase agreement (the “ Purchase Agreement ”) with an institutional investor (the “ Investor ”), pursuant to which the Company issued and sold in a private placement (the “ Private Placement ”) pre-funded warrants (the “ Pre-Funded Warrants ”) to purchase up to 3,105,591 shares of the Company’s common stock, par value $0.001…

CFO — Justin Trojanowski: The Principal Financial and Accounting Officer resigned but was immediately succeeded by an experienced external hire, indicating an orderly transition rather than a sudden loss of leadership.

Entry into a Material Definitive Agreement. On August 13, 2026, Tempest Therapeutics, Inc., a Delaware corporation (the “ Company ”), entered into a purchase agreement (the “ Purchase Agreement ”) and a registration rights agreement (the “ Registration Rights Agreement ”) with Lincoln Park Capital Fund, LLC (“ Lincoln Park ”), pursuant to which Lincoln Park has committed to purchase up to $50.0 million of the Company’s common stock, par value $0.001 per share (the “ Common Stock ”), such that…

Unregistered Sales of Equity Securities. The information contained in

Results of Operations and Financial Condition. On [August 13], 2026, Tempest Therapeutics, Inc. (the “Company”) issued a press release announcing its financial results for the quarter ended June 30, 2026 and other business highlights. A copy of the Company’s press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference. The foregoing information (including Exhibit 99.1 hereto) is being furnished under “

Entry into a Material Definitive Agreement. On July 17, 2026, Tempest Therapeutics, Inc., a Delaware corporation (the “ Company ” or “Tempest”), entered into a product development and investigator-initiated trial (“ IIT ”) collaboration agreement (“ Collaboration Agreement ”) with Heibei Senlang Biotechnology Co., Ltd., a company organized under the laws of the People’s Republic of China (“ Senlang ”). Pursuant to the Collaboration Agreement, the Company and Senlang agreed to collaborate with…

Chief Financial Officer — Nicholas Maestas: Mr. Nicholas Maestas resigned from his position as Chief Financial Officer.

Unregistered Sales of Equity Securities. The information contained in

Entry into a Material Definitive Agreement. On May 28, 2026, Tempest Therapeutics, Inc., a Delaware corporation (the “ Company ”), entered into a warrant exercise and inducement offer letter agreement (the “ Inducement Letter ”) with a holder of certain existing warrants to purchase shares of the Company’s common stock that the Company originally issued in November 2025 at an original exercise price of $3.50 per share (the “ Existing Warrants ”). Pursuant to the Inducement Letter, the holder…

Director — Ms. Simantov: Ms. Simantov resigned from the Board of Directors without any disagreement with the Company.

Director — Mr. Stephen Brady, Mr. Michael Raab, Ms. Christine Pellizzari: Three directors resigned from the Board of Directors without any stated disagreement with the company.

The company is no longer in compliance with Nasdaq's listing rules due to multiple director resignations.

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. Stockholders’ Equity Requirement On May 19, 2026, Tempest Therapeutics, Inc. (the “Company”) received a deficiency letter from the Listing Qualifications Department (the “Staff”) of the Nasdaq Stock Market (“Nasdaq”) notifying the Company that it is not in compliance with the minimum stockholders’ equity requirement for continued listing on the Nasdaq Capital Market. Nasdaq Listing Rule 5550(b…

Results of Operations and Financial Condition” and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended or the Exchange Act, except as expressly set forth by specific reference in such filing.

Results of Operations and Financial Condition. On March 30, 2026, Tempest Therapeutics, Inc. (the “Company”) issued a press release announcing its financial results for the year ended December 31, 2025 and other business highlights. A copy of the Company’s press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference. The foregoing information (including Exhibit 99.1 hereto) is being furnished under “

Entry into a Material Definitive Agreement. Securities Purchase Agreement On March 20, 2026, Tempest Therapeutics, Inc. (the “ Company ”) entered into a securities purchase agreement (the “ Purchase Agreement ”) with (a) two institutional investors (the “ Institutional Investors ”) and (b) Factor Bioscience Inc. (the “ Strategic Investor ” and, together with the Institutional Investors, each, an “ Investor ” and, together, the “ Investors ”), pursuant to which the Company agreed to issue and…

Based in part upon the representations of the Investors in the Purchase Agreement, the securities described above are being offered and sold in a private placement under Section 4(a)(2) of the Securities Act and Regulation D promulgated thereunder, and have not been registered under the Securities Act, or applicable state securities laws. Accordingly, such securities may not be offered or sold in the United States except pursuant to an effective registration statement or an applicable exempti…

Entry into a Material Definitive Agreement. On January 20, 2026, the Company issued a press release announcing that its Board of Directors (the “ Board ”) declared a record date of January 30, 2026 (the “ Record Date ”) for the distribution of a dividend (the “ Warrant Dividend ”) in the form of a warrant to purchase a share of Common Stock (collectively, the “ Warrants ”) for each share of Common Stock outstanding on the Record Date. The Warrants were issued on the terms and conditions descr…

Based in part upon the representations of the Sellers in the Asset Purchase Agreement, the shares of Common Stock issued pursuant to the Share Issuance was offered in a private placement under Section 4(a)(2) of the Securities Act, and have not been registered under the Securities Act. Appropriate legends were affixed to the shares of Common Stock issued pursuant to the Share Issuance.