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.

Immediately following the Share Issuance, the equityholders of the Company immediately prior to the Share Issuance owned approximately 38.7% of the outstanding shares of Common Stock immediately following the Share Issuance, and Erigen owned approximately 61.3% of the outstanding shares of Common Stock immediately following the Share Issuance. Following the Share Issuance and the concurrent distribution of the Common Stock to Matthew Angel, Ph.D. and Lotus Capital (BVI) Limited, Erigen’s memb…

President and Chief Executive Officer — Stephen Brady: Mr. Brady resigned as President and CEO, succeeded by Dr. Angel.

On February 3, 2026, the Company completed the acquisition of the Assets under the Asset Purchase Agreement (the “ Asset Acquisition ”) and issued to Erigen 8,268,495 shares of Common Stock (the “ Share Issuance ”). The foregoing description of the Asset Purchase Agreement, the Asset Acquisition and the Share Issuance does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Asset Purchase Agreement, which is filed as Exhibit 10.1 to the Company…

Material Modification to Rights of Security Holders. On January 27, 2026, the stockholders of Tempest Therapeutics, Inc., a Delaware corporation (the “ Company ”), approved the Company’s limited duration stockholder rights plan, as amended, as set forth in that certain Rights Agreement, dated as of October 10, 2023, by and between the Company and Computershare & Trust Company N.A., as rights agent (as amended or otherwise modified prior to date, the “ Rights Agreement ”). Such stockholder app…

The filing is about an equity incentive plan amendment, not a management change.

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. As previously disclosed in Tempest Therapeutics, Inc.’s (the “Company’s”) definitive proxy statement on Schedule 14A, filed with the Securities and Exchange Commission on December 31, 2025, the Company has scheduled its 2025 Annual Meeting of Stockholders to be held on January 27, 2026 (the “2025 Annual Meeting”). Although the 2025 Annual Meeting has been scheduled, on January 8, 2026, the Com…

by reference. The Common Warrants (as defined below) and the shares of Common Stock (as defined below) issuable upon exercise of the Common Warrants have not been registered under the Securities Act of 1933, as amended (the “ Securities Act ”) or the securities laws of any state, and are being offered and sold in reliance on the exemption from registration under the Securities Act, afforded by Section 4(a)(2) and/or Rule 506 promulgated thereunder.