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    SEC Form 8-K filed by Tempest Therapeutics Inc.

    6/11/25 7:41:02 AM ET
    $TPST
    Biotechnology: Pharmaceutical Preparations
    Health Care
    Get the next $TPST alert in real time by email
    8-K
    false 0001544227 0001544227 2025-06-11 2025-06-11 0001544227 us-gaap:CommonStockMember 2025-06-11 2025-06-11 0001544227 us-gaap:SeriesAPreferredStockMember 2025-06-11 2025-06-11
     
     

    UNITED STATES

    SECURITIES AND EXCHANGE COMMISSION

    WASHINGTON, D.C. 20549

     

     

    FORM 8-K

     

     

    CURRENT REPORT

    PURSUANT TO SECTION 13 OR 15(D)

    OF THE SECURITIES EXCHANGE ACT OF 1934

    Date of Report (Date of earliest event reported): June 11, 2025

     

     

    TEMPEST THERAPEUTICS, INC.

    (Exact name of Registrant as Specified in its Charter)

     

     

     

    Delaware   001-35890   45-1472564

    (State or other jurisdiction

    of incorporation)

     

    (Commission

    File Number)

     

    (IRS Employer

    Identification No.)

     

    2000 Sierra Point Parkway, Suite 400

    Brisbane, California

      94005
    (Address of principal executive offices)   (Zip Code)

    Registrant’s telephone number, including area code: (415) 798-8589

    N/A

    (Former Name or Former Address, if Changed Since Last Report)

     

     

    Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

     

    ☐

    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

     

    ☐

    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

     

    ☐

    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

     

    ☐

    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

    Securities registered pursuant to Section 12(b) of the Act:

     

    Title of each class

     

    Trading

    symbol(s)

     

    Name of each exchange

    on which registered

    Common Stock, par value $0.001 per share   TPST   The Nasdaq Stock Market LLC
    Series A Junior Participating Preferred Purchase Rights   N/A   The Nasdaq Stock Market LLC

    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).

    Emerging growth company ☐

    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 8.01

    Other Information.

    On June 11, 2025, Tempest Therapeutics, Inc. (the “Company”) delivered written notice to Jefferies LLC (“Jefferies”) that it was suspending and terminating the prospectus supplement, dated February 6, 2025, related to the Company’s common stock, $0.001 par value per share (the “ATM Prospectus”), issuable pursuant to the terms of the Open Market Sale AgreementSM, dated June 20, 2024 (the “Sales Agreement”), by and between the Company and Jefferies. The Company will not make any sales of its securities pursuant to the Sales Agreement, unless and until a new prospectus, prospectus supplement or a new registration statement is filed. Other than the termination of the ATM Prospectus, the Sales Agreement remains in full force and effect. A copy of the Sales Agreement was filed as Exhibit 1.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on June 20, 2024.

     


    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: June 11, 2025     By:  

    /s/ Stephen Brady

          Stephen Brady
          President and Chief Executive Officer
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