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- Related Party (new) — The agreement is with a company controlled by Tempest's CEO, making it a related-party transaction requiring special approval.
- Departure of CFO (new) — The company's CFO resigned effective immediately, which is a material leadership change.
Tempest Therapeutics signs $5M/year R&D deal with CEO-controlled Factor Bioscience; CFO resigns
Filed September 28, 2026 · Period ending September 22, 2026 · ~1 min read
Key Changes
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Tempest entered a Master Services Agreement with Factor Bioscience, a company controlled by CEO Matt Angel, for R&D services including in vivo CAR-T work.
Item 1.01 verify on EDGAR → -
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The company expects to pay Factor $5.0 million per year in fees, plus reimbursements and a 10% project management fee.
Item 1.01 verify on EDGAR → -
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CFO Nicholas Rossettos resigned effective immediately; Constance Ames was appointed CFO, Principal Financial and Accounting Officer, Treasurer, and Corporate Secretary.
Item 5.02 verify on EDGAR → -
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Nancy Freda-Smith was appointed as a Class III director and will chair the Audit Committee, helping the board regain Nasdaq compliance.
Item 5.02 verify on EDGAR → -
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Either party can terminate the MSA or Work Order No. 1 with 30 days' written notice.
Item 1.01 verify on EDGAR →
Summary
Tempest Therapeutics disclosed two significant events on September 22, 2026. First, it entered a Master Services Agreement with Factor Bioscience, a company controlled by Tempest's CEO, Dr. Matt Angel. The agreement covers research and development services, including work on in vivo CAR-T therapies, and is expected to cost $5.0 million per year.
Because Factor is a related party, the transaction required review and approval by the Audit Committee, with Dr. Angel recused from deliberations. The agreement can be terminated by either party with 30 days' notice. Second, the company announced an immediate CFO transition. Nicholas Rossettos resigned from his role as Chief Financial Officer and all other positions, effective immediately.
The filing does not state a reason for his departure. Constance Ames was appointed as his replacement, taking on the roles of CFO, Principal Financial and Accounting Officer, Treasurer, and Corporate Secretary. Ames brings over 15 years of biopharma finance experience. These changes come as Tempest works to regain compliance with Nasdaq listing rules. The board also appointed Nancy Freda-Smith as a Class III director and Audit Committee Chair, and believes it is now in full compliance with Nasdaq board requirements. The related-party nature of the Factor agreement and the abrupt CFO departure are notable governance events for investors to consider.
Section-by-Section Diff
Event · Item 1.01 — Entry into a Material Definitive Agreement
Item 1.01 — Entry into a Material Definitive Agreement filed; see Key Changes for terms.
Added in current filing · verify on EDGAR →
On September 22, 2026, Tempest Therapeutics, Inc. (“Tempest”) entered into a Master Services Agreement (the “MSA”) with Factor Bioscience Inc. (“Factor”).
Tempest signed a Master Services Agreement with Factor Bioscience for research and development services, including work on in vivo CAR-T therapies under Work Order No. 1. The agreement supports Tempest's obligations under its existing license and collaboration agreement with Factor Bioscience Limited.
Added in current filing · verify on EDGAR →
Dr. Matt Angel, Ph.D., Tempest’s President and Chief Executive Officer and a member of its Board of Directors (the “Board”), is the majority owner, Chief Executive Officer, and chairman of Factor Bioscience LLC. Factor is a wholly-owned subsidiary of Factor Bioscience LLC.
Tempest's CEO, Dr. Matt Angel, is the majority owner and CEO of Factor Bioscience LLC, the parent of Factor. The Audit Committee reviewed and approved the MSA as a related-party transaction, with Dr. Angel not participating in the deliberations or vote.
Added in current filing · verify on EDGAR →
The MSA continues until terminated by either party upon 30 days’ prior written notice. Work Order No. 1 may similarly be terminated by either party upon at least 30 days’ prior written notice.
Either party can terminate the MSA or Work Order No. 1 with 30 days' written notice. Tempest can also suspend services under Work Order No. 1 for one calendar month up to three times with 14 days' notice, while remaining responsible for authorized costs.
Event · Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Compensation
Tempest appoints Nancy Freda-Smith as director/Audit Chair and Constance Ames as CFO; CFO Nicholas Rossettos resigns.
Added in current filing · verify on EDGAR →
Effective September 22, 2026, the Board appointed Ms. Nancy Freda-Smith as Class III director to fill a vacancy on the Board.
Nancy Freda-Smith was appointed as a Class III director to fill a board vacancy and will serve as Chair of the Audit Committee. She brings extensive accounting, audit, and risk management experience, including prior roles at Ralph Lauren and Deloitte.
Added in current filing · verify on EDGAR →
On September 22, 2026, Mr. Nicholas Rossettos confirmed to Tempest Therapeutics, Inc. (the “Company”) that he would be resigning from his position as Chief Financial Officer of the Company and from any and all other positions he holds with the Company, effective immediately.
Nicholas Rossettos resigned as CFO and from all other positions with the company, effective immediately. The filing does not state a reason for his departure.
Added in current filing · verify on EDGAR →
On September 22, 2026, the Board of Directors of the Company (the “Board”) appointed Ms. Constance Ames as Chief Financial Officer Principal Financial and Accounting Officer, Treasurer, and Corporate Secretary of the Company, effective immediately.
Constance Ames was appointed as CFO, Principal Financial and Accounting Officer, Treasurer, and Corporate Secretary, effective immediately. She has over 15 years of experience in public and private biopharma finance, including roles at Axsome Therapeutics and Keryx Biopharmaceuticals.
Added in current filing · verify on EDGAR →
Following the appointment of Ms. Freda-Smith, as well as the prior appointments of Dr. Yee and Mr. Richey on June 4, 2026, the Board has reconstituted its membership and committees as part of its efforts to regain compliance with the applicable Nasdaq Listing Rules, and believes it is now in full compliance with the applicable Nasdaq requirements related to its Board.
The company had previously been notified by Nasdaq that it was not in compliance with listing rules due to board vacancies. With the new appointments, the board believes it is now in full compliance with Nasdaq board requirements.
Event · Item 7.01 — Regulation FD Disclosure
Tempest Therapeutics appointed Nancy Freda-Smith to its Board of Directors, announced via press release.
Added in current filing · verify on EDGAR →
Tempest Appoints Global Finance Leader Nancy Freda-Smith to Board of Directors.
The company announced the appointment of Nancy Freda-Smith, described as a global finance leader, to its Board of Directors. The announcement was made via press release on September 23, 2026.
Event · Exhibit 99.1
Added in current filing · view on EDGAR →
Nancy Freda-Smith has been appointed to its board of directors and will serve as Chair of the Audit Committee.
Tempest Therapeutics announced the appointment of Nancy Freda-Smith to its board of directors, where she will chair the Audit Committee. She brings over 30 years of finance, audit, and governance experience, most recently as Chief Audit and Risk Officer at Ralph Lauren.
Added in current filing · view on EDGAR →
She most recently served as Chief Audit and Risk Officer at Ralph Lauren where she led internal audit, Sarbanes-Oxley Act compliance, enterprise risk management, asset protection, cybersecurity resilience, and global control transformation across operations spanning over 30 countries and more than $7 billion in revenue.
The new director's background includes leading internal audit, SOX compliance, and enterprise risk management at Ralph Lauren, a global company with over $7 billion in revenue. She also previously served as an independent director and audit committee member at Chuy's Holdings and as a Managing Director at Deloitte & Touche LLP.
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Figures/quotes linked to EDGAR · Narrative written by AI · Sep 28, 2026 · How we verify