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NASDAQ: TPST Tempest Therapeutics, Inc. 8-K

Tempest Therapeutics adjourns special meeting again after failing to secure votes for charter amendment

Filed October 20, 2026 · Period ending October 14, 2026 · ~1 min read

5 key changes 2 high relevance 1 section

Key Changes

  • high

    The special meeting was adjourned because there were not sufficient votes to approve the charter amendment proposal.

  • high

    The proposal requires approval from holders of at least 75% of all votes stockholders would be entitled to cast in an annual election of directors.

  • medium

    The meeting will reconvene on November 12, 2026 at 2:00 p.m. Eastern Time via live webcast.

  • medium

    A quorum was present with 74.3% of outstanding shares represented, but the proposal needs 75% of all votes stockholders could cast.

  • low

    The company reported shareholder vote results from its 2026 annual meeting.

Summary

Tempest Therapeutics adjourned its special meeting for a second time after failing to secure enough votes to approve a charter amendment. The proposal requires approval from holders of at least 75% of all votes stockholders would be entitled to cast in an annual election of directors, a high threshold that makes passage difficult.

The company said it adjourned the meeting to provide stockholders with additional time to vote and to facilitate broader participation. The meeting had a quorum with 74.3% of outstanding shares represented, but the proposal needs 75% of all votes stockholders could cast, not just votes cast. The company has engaged a proxy solicitation firm to help achieve the required quorum and votes.

The special meeting will reconvene on November 12, 2026, and the record date remains May 28, 2026. Previously submitted proxies will be voted unless revoked.

Section-by-Section Diff

Event · Item 8.01 — Other Events

~900 words

Tempest adjourned its special meeting again after failing to get enough votes for a charter amendment; it reconvenes Nov 12, 2026.

2 Added
Added Special meeting adjournment high

Added in current filing · verify on EDGAR →

because there were not sufficient votes to approve the Proposal at the time of the Special Meeting, the Company decided to adjourn the Special Meeting to provide stockholders with additional time to vote and to facilitate broader participation.

The company did not receive enough votes to approve the charter amendment proposal at the reconvened special meeting on October 14, 2026, so it adjourned the meeting again. The proposal requires approval from holders of at least 75% of all votes stockholders would be entitled to cast in an annual election of directors, a high threshold that makes passage difficult.

Added Reconvened meeting date medium

Added in current filing · verify on EDGAR →

The Special Meeting will reconvene on November 12, 2026 at 2:00 p.m. Eastern Time via live webcast at the following virtual meeting link, www.virtualshareholdermeeting.com/TPST2026SM2.

The special meeting will reconvene on November 12, 2026, giving stockholders more time to vote. The record date remains May 28, 2026, and previously submitted proxies will be voted unless revoked.

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Figures/quotes linked to EDGAR · Narrative written by AI · Oct 20, 2026 · How we verify