UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 1.01 | Entry into a Material Definitive Agreement. |
The information set forth under “Item 3.03 Material Modification to Rights of Security Holders” of this Current Report on Form 8-K is incorporated into this Item 1.01 by reference.
| Item 3.03 | Material Modification to Rights of Security Holders. |
On December 5, 2024, Tempest Therapeutics, Inc., a Delaware corporation (the “Company”), entered into Amendment No. 2 (the “Amendment”) to the Rights Agreement, dated as of October 10, 2023, as amended, by and between the Company and Computershare Trust Company, N.A., as rights agent (as amended or otherwise modified prior to the date of such amendment, the “Rights Agreement”).
The Amendment makes certain technical amendments to the rights and obligations of the Company’s board of directors (the “Board”) to administer and make determinations with respect to the Rights Agreement and the rights issued thereunder. The Rights Agreement otherwise remains unmodified and in full force and effect in accordance with its terms.
The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the complete text of the Amendment, a copy of which is filed as Exhibit 4.1 to this Current Report on Form 8-K and incorporated by reference into this Item 3.03.
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
On December 3, 2024, the Company held a special meeting of stockholders (the “Special Meeting”) for the purpose of voting on the following proposal:
Approval of a series of alternate amendments to the Company’s Restated Certificate of Incorporation to effect, at the option of the Board, a reverse stock split of its common stock at a ratio in the range of 1-for-2 to 1-for-15, inclusive, with such ratio to be determined by the Board in its sole discretion.
The Company’s stockholders approved the foregoing proposal. The final voting results were as follows:
| Votes For |
Votes |
Abstentions | ||
| 12,723,707 | 9,810,591 | 415,687 |
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit No. |
Exhibit Title or Description | |
| 4.1 | Amendment No. 2, dated as of December 5, 2024, to Rights Agreement, dated as of October 10, 2023, as amended, by and between Tempest Therapeutics, Inc. and Computershare Trust Company, N.A., as rights agent. | |
| 104 | Cover Page Interactive Data File (the cover page XBRL tags are embedded within the inline XBRL document). | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Tempest Therapeutics, Inc. | ||||||
| Date: December 6, 2024 | By: | /s/ Stephen Brady | ||||
| Stephen Brady | ||||||
| President and Chief Executive Officer | ||||||