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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Item 3.03 Material Modification to Rights of Security Holders.
(a)
On April 4, 2025, Tempest Therapeutics, Inc. (the “Company”) filed a Certificate of Amendment to its Restated Certificate of Incorporation with the Secretary of State of the State of Delaware to effect a reverse stock split at a ratio of 1-for-13 (the “Charter Amendment”). The Charter Amendment was authorized by the stockholders of the Company at the Company’s Special Meeting of Stockholders held on December 3, 2024.
Pursuant to the Charter Amendment, effective at 5:00 p.m. Eastern Time on April 8, 2025 (the “Effective Time”), every 13 shares of the Company’s issued and outstanding common stock will be automatically converted into one issued and outstanding share of common stock, without any change in par value per share. As a result of the reverse stock split, proportionate adjustments will be made to the per share exercise price and the number of shares issuable upon the exercise or vesting of all stock options and warrants outstanding at the Effective Time, which will result in a proportional decrease in the number of shares of the Company’s common stock reserved for issuance upon exercise of such stock options and warrants, and a proportional increase in the exercise price of all such stock options and warrants. In addition, the number of shares reserved for issuance under the Company’s 2023 Equity Incentive Plan, 2023 Inducement Plan and 2019 Employee Stock Purchase Plan immediately prior to the Effective Time will be reduced proportionately.
No fractional shares will be issued as a result of the reverse stock split. Stockholders of record who would otherwise be entitled to receive a fractional share will receive a cash payment in lieu thereof. The reverse stock split will affect all stockholders proportionately and will not affect any stockholder’s percentage ownership of the Company’s common stock (except to the extent that the reverse stock split results in any stockholder owning only a fractional share).
The Company’s common stock will begin trading on The Nasdaq Capital Market on a split-adjusted basis when the market opens on April 9, 2025. The new CUSIP number for the Company’s common stock following the reverse stock split will be 87978U207.
As of April 4, 2025, there were 45,764,184 shares of common stock outstanding. Immediately following the reverse stock split, there will be approximately 3,520,321 shares of common stock outstanding (subject to adjustment due to the effect of cashing out fractional shares as described above).
A copy of the Charter Amendment is filed with this report as Exhibit 3.1.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. |
Exhibit Title or Description | |
| 3.1 | Certificate of Amendment of the Restated Certificate of Incorporation of Tempest Therapeutics, Inc. | |
| 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: April 7, 2025 | By: | /s/ Stephen Brady | ||||
| Stephen Brady | ||||||
| President and Chief Executive Officer | ||||||