Tempest Therapeutics (TPST) Proxy Filing summary

Executive summary

• Annual Meeting scheduled for January 27, 2026, to vote on key proposals including a major asset acquisition, board election, executive compensation, auditor ratification, rights plan extension, and equity plan amendment.

• The centerpiece is the proposed acquisition of cell therapy assets from Erigen and Factor Bioscience, with 8,268,495 shares to be issued as consideration, representing a significant change in capital structure and control.

• The board recommends all proposals, citing strategic value, financial support, and a fairness opinion from MTS Securities.

Voting matters and shareholder proposals

• Proposals include: election of one director (Geoff Nichol), advisory vote on executive compensation, ratification of Ernst & Young as auditor, approval of a limited duration stockholder rights plan, approval of the asset purchase and share issuance, and amendment to the 2023 Equity Incentive Plan to add 1,410,000 shares.

• Shareholders will also vote on any other business properly brought before the meeting.

Board of directors and corporate governance

• Board currently consists of five members, majority independent, with regular executive sessions and committee oversight.

• If the asset purchase closes, Dr. Angel will become CEO and join the board, with Geoff Nichol expected to resign.

• Board committees (Audit, Compensation, Nominating & Governance, Science & Technology) are fully independent and meet regularly.

• Corporate governance guidelines, code of ethics, and insider trading policies are in place.