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Get filing alertsRed Flags Detected
- Delisting (new) — Company received two separate Nasdaq deficiency notices for failing stockholders' equity requirements and board independence standards, creating immediate delisting risk.
- Going Concern (new) — Company disclosed substantial doubt about its ability to continue as a going concern due to capital needs and liquidity constraints.
Tempest Therapeutics faces dual Nasdaq deficiency notices for equity shortfall and board crisis
Filed May 22, 2026 · Period ending May 19, 2026 · ~1 min read
Key Changes
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high
Tempest's stockholders' equity of $822K falls $1.7M short of Nasdaq's $2.5M minimum requirement. Company has until July 6 to submit compliance plan and may receive up to 180 days to cure if accepted.
Item 3.01 verify on EDGAR → -
high
Board resignations triggered immediate Nasdaq non-compliance for lacking majority independent directors and proper audit, compensation, and nominating committee composition. Multiple vacancies make company ineligible for standard cure periods.
Item 3.01 verify on EDGAR → -
high
Company disclosed substantial doubt about ability to continue as going concern due to liquidity constraints and need for additional capital to fund operations.
8-K disclosure view on EDGAR → -
high
Tempest cannot use alternative Nasdaq listing standards because it lacks both $35M market value of listed securities and $500K net income from continuing operations.
Item 3.01 verify on EDGAR → -
medium
Stock continues trading on Nasdaq Capital Market under symbol TPST for now, but no assurance company can regain compliance or avoid delisting.
Item 3.01 verify on EDGAR →
Summary
Tempest Therapeutics disclosed a governance and financial crisis that threatens its Nasdaq listing. The biotech received two deficiency notices: one for reporting only $822K in stockholders' equity against a $2.5M minimum, and another for failing board independence requirements after two directors resigned.
The company now lacks a majority of independent directors and cannot properly staff its audit, compensation, and nominating committees. Because multiple board seats are vacant, Tempest is ineligible for standard cure periods and must submit compliance plans within 45 days. Retail investors should understand this represents existential risk.
The company has already disclosed going concern doubts due to liquidity problems and capital needs. It cannot meet alternative listing standards because it lacks both sufficient market value and profitability. While the stock continues trading for now, Tempest faces a narrow window to raise capital, recruit multiple qualified independent directors, and satisfy Nasdaq requirements simultaneously. Watch for announcements about new board appointments and any capital raising efforts. If Tempest cannot quickly fill board vacancies with independent directors or secure financing, delisting becomes likely. Shareholders should monitor whether Nasdaq accepts the company's compliance plans and whether management can execute on both governance and financial remediation within the tight timeframes.
Section-by-Section Diff
Event · Item 3.01 — Notice of Delisting or Failure to Satisfy a Continued Listing Rule
Item 3.01 — Notice of Delisting or Failure to Satisfy a Continued Listing Rule filed; see Key Changes for terms.
Added in current filing · verify on EDGAR →
on May 22, 2026, Tempest Therapeutics, Inc. (the “Company”) notified the Nasdaq Stock Market LLC (“Nasdaq”) that the Company will not be in compliance with the majority independent director requirement under Nasdaq Listing Rule 5605(b) (1), the audit committee requirement under Nasdaq Listing Rule 5605(c) (2) (A), the compensation committee requirement under Nasdaq Listing Rule 5605(d) (2) (A), and the nominating and corporate governance requirement under Nasdaq Listing Rule 5605(e) (1), solely resulting from the resignations of Mr. Michael Raab and Ms. Christine Pellizzari from the Board
Following the resignations of two board members (Michael Raab and Christine Pellizzari), Tempest notified Nasdaq it will fail to meet multiple independent director and committee composition requirements. This compounds the company's listing compliance challenges beyond the stockholders' equity issue.
Event · Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Compensation
Tempest Therapeutics received Nasdaq non-compliance notice due to board resignations causing failure to meet independence requirements.
Added in current filing · verify on EDGAR →
On May 22, 2026, the Company received written notice from Nasdaq stating that, as a result of the resignations described above, the Company is no longer in compliance with Nasdaq Listing Rule 5605(b) (1), which requires a majority of the Board to be comprised of independent directors as defined in Nasdaq Listing Rule 5605(a) (2), Nasdaq Listing Rule 5605(c) (2), which requires the audit committee of the Board (the “Audit Committee”) to consist of at least three members, each of whom is an independent director under the Nasdaq Listing Rules and meets the heightened independence standards applicable to audit committee members, Nasdaq Listing Rule 5605(d) (2) (A), which requires the Company’s compensation committee (the “Compensation Committee”) to consists of at least two members, each of whom is an independent director under the Nasdaq Listing Rules, and Nasdaq Listing Rule 5605(e) (1) relating to the nominating and corporate governance committee (the “Nominating Committee”).
Tempest received formal notice from Nasdaq that it violates multiple listing rules requiring board independence and committee composition standards. The company no longer has a majority of independent directors on its board, and its audit, compensation, and nominating committees do not meet minimum membership or independence requirements. This follows board resignations referenced in a prior 8-K filing.
Added in current filing · verify on EDGAR →
Furthermore, the Company is not eligible for the cure period provided under Nasdaq Listing Rules 5605(b) (1) (A) and 5605(c) (4) because there is more than one vacancy on the Board, the Audit Committee, the Compensation Committee and the Nominating Committee.
The company cannot use Nasdaq's standard cure period provisions because it has multiple vacancies across its board and all three key committees. This makes the compliance timeline more urgent and challenging.
Added in current filing · verify on EDGAR →
Accordingly, the Company is required to submit its plan for compliance to Nasdaq with respect to these matters in writing within 45 calendar days. If the Company’s plan is accepted by Nasdaq, the Company may receive an extension of up to 180 calendar days from the date hereof to evidence compliance.
Tempest must submit a written compliance plan to Nasdaq within 45 days. If accepted, the company could receive up to 180 days from May 22, 2026 to regain compliance. However, there is no guarantee Nasdaq will accept the plan or that the company can successfully recruit enough independent directors within the timeframe.
Added in current filing · verify on EDGAR →
The foregoing has no immediate effect on the Company’s Nasdaq listing and its common stock will continue to be listed and traded on the Nasdaq Capital Market under the symbol “TPST” subject to the listing rules. However, there can be no assurance that the Panel will grant the Company’s request for continued listing or that the Company will be able to regain compliance with the applicable Nasdaq Listing Rules within the required time periods.
The stock remains listed and trading on Nasdaq Capital Market for now, but the company acknowledges uncertainty about whether it can regain compliance or maintain its listing long-term. Delisting risk is real if the company cannot fill board vacancies with qualified independent directors.
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Figures/quotes linked to EDGAR · Narrative written by AI · May 24, 2026 · How we verify