UNITED STATES
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WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On May 23, 2026, Ms. Simantov notified Tempest Therapeutics, Inc. (the “Company”) of her resignation from the Board of Directors of the Company (the “Board”), effective as of such date. The Company has not been informed that this resignation was the result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices described in Item 5.02(a)(1) of Form 8-K.
In connection with the transition, the Company and Ms. Simantov entered into a Separation Agreement (the “Separation Agreement”). The Separation Agreement provides for the waiver by Ms. Simantov of all accrued and unpaid retainer fees in accordance with the Company’s non-employee director compensation program, as described in the Company’s Annual Report on Form 10-K/A, filed with the SEC on March 30, 2026. The Separation Agreement shall not affect the rights of Ms. Simantov under her outstanding stock option awards or ownership of shares of capital stock of the Company. In addition, her indemnification agreement shall remain in full force and effect, with the underlying rights in the Certificate of Incorporation and Bylaws unchanged for six years from separation.
The foregoing descriptions of the non-employee director compensation program and Separation Agreement do not purport to be complete and are qualified by reference to the full text of each agreement, copies of which will be filed as exhibits to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2026.
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: May 29, 2026 | By: | /s/ Matthew Angel | ||||
| Name: | Matthew Angel | |||||
| Title: | President and Chief Executive Officer | |||||