TPST / Tempest Therapeutics, Inc. - Pemfailan SEC, Laporan Tahunan, Penyata Proksi

Tempest Therapeutics, Inc.

Statistik Asas
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CIK 1544227
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis. These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Tempest Therapeutics, Inc.
SEC Filings (Chronological Order)
Halaman ini menyediakan senarai kronologi lengkap bagi Pemfailan SEC, tidak termasuk pemfailan pemilikan yang kami sediakan di tempat lain.
August 11, 2025 EX-10.7

Amended and Restated Offer Letter, dated August 11, 2025, by and between Tempest Therapeutics, Inc. and Justin Trojanowski.

Exhibit 10.7 August 8, 2025 Justin Trojanowski Re: Tempest Employment Terms Dear Justin, You are currently employed by Tempest Therapeutics, Inc. ("Tempest" or the "Company") pursuant to the terms of the offer letter you entered into with the Company on May 19, 2022 (the “Offer Letter”). The terms and conditions set forth in this amended offer letter (this “Amended Offer Letter”) shall become effe

August 11, 2025 EX-10.6

Form of Success Bonus Agreement

Exhibit 10.6 Tempest Therapeutics, Inc. Success Bonus Agreement This Success Bonus Agreement (this “Agreement”) is entered into by Tempest Therapeutics, Inc. (the “Company”) and [NAME] (“Participant” or “you”), as of [], 2025. 1. Purpose. The purpose of this Agreement is to provide a cash bonus as an incentive for Participant to continue to provide services to the Company through the consummation

August 11, 2025 EX-10.2

Form of Consulting Agreement

Exhibit 10.2 FORM OF CONSULTING AGREEMENT This Consulting Agreement (“Agreement”) is entered into effective as of [ ], 2025 (the “Effective Date”) by and between Tempest Therapeutics, Inc., a Delaware corporation having its principal place of business located at 2000 Sierra Point Parkway, Suite 400, Brisbane, CA 94005 (“Company”), and [ ], an individual with a principal address set forth below (“C

August 11, 2025 EX-10.5

Separation Agreement, dated June 13, 2025, by and between Tempest Therapeutics, Inc. and Nicholas Maestas.

Exhibit 10.5 June 13, 2025 Nicholas Maestas Re: Separation Agreement Dear Nic: This letter sets forth the substance of the separation agreement (the “Agreement”) that Tempest Therapeutics, Inc. (the “Company”) is offering to you to aid in your employment transition. 1. Separation. Your employment termination date will be effective as of June 5, 2025 (the “Separation Date”). You understand and agre

August 11, 2025 EX-10.4

Separation Agreement, dated June 13, 2025, by and between Tempest Therapeutics, Inc. and Samuel Whiting.

Exhibit 10.4 June 13, 2025 Sam Whiting, M.D., Ph.D. Re: Separation Agreement Dear Sam: This letter sets forth the substance of the separation agreement (the “Agreement”) that Tempest Therapeutics, Inc. (the “Company”) is offering to you to aid in your employment transition. 1. Separation. Your employment termination date will be effective as of June 5, 2025 (the “Separation Date”). You understand

August 11, 2025 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File No. 001-35890 Tempe

August 11, 2025 8-K

FORM 8-K Item 2.02 Results of Operations and Financial Condition. Item 9.01 Financial Statements and Exhibits.

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): August 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) (Commiss

August 11, 2025 EX-10.3

Separation Agreement, dated June 13, 2025, by and between Tempest Therapeutics, Inc. and Stephen Brady.

Exhibit 10.3 June 13, 2025 Stephen R. Brady Re: Separation Agreement Dear Steve: This letter sets forth the substance of the separation agreement (the “Agreement”) that Tempest Therapeutics, Inc. (the “Company”) is offering to you to aid in your employment transition. 1. Separation. Your employment termination date will be June 5, 2025 (the “Separation Date”). You understand and agree that you are

August 11, 2025 EX-99.1

Tempest Reports Second Quarter 2025 Financial Results and Provides Business Update

Exhibit 99.1 Tempest Reports Second Quarter 2025 Financial Results and Provides Business Update • Received clearance to proceed with pivotal trial of amezalpat combination therapy for first-line hepatocellular carcinoma (HCC) in China • Granted orphan drug designation from the European Medicines Agency (EMA) for amezalpat for the treatment of patients with HCC • Presented new amezalpat mechanism-o

June 12, 2025 EX-4.1

Form of Prefunded Warrant

Exhibit 4.1 PREFUNDED COMMON STOCK PURCHASE WARRANT TEMPEST THERAPEUTICS, INC. Warrant Shares:            Issue Date: June 12, 2025 THIS PREFUNDED COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the

June 12, 2025 EX-10.1

Form of Securities Purchase Agreement between Tempest Therapeutics, Inc. and the purchaser party thereto

Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of June  , 2025, between Tempest Therapeutics, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”). WHEREAS, subject to the terms and condition

June 12, 2025 424B5

405,000 Shares of Common Stock Prefunded Warrants to Purchase up to 334,000 Shares of Common Stock

Filed Pursuant to Rule 424(b)(5) Registration No. 333-280918 PROSPECTUS SUPPLEMENT (To Prospectus Dated January 27, 2025) 405,000 Shares of Common Stock Prefunded Warrants to Purchase up to 334,000 Shares of Common Stock We are offering to certain investors 405,000 shares of our common stock, par value $0.001 per share (the “Common Stock”) and prefunded warrants to purchase up to 334,000 shares of

June 12, 2025 8-K

Regulation FD Disclosure

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) (Commissio

June 11, 2025 8-K

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 THERAPEUTIC

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) (Commissio

June 6, 2025 8-K

Current Report

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 5, 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

May 13, 2025 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): May 13, 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

May 13, 2025 EX-99.1

Tempest Reports First Quarter 2025 Financial Results and Provides Business Update

Exhibit 99.1 Tempest Reports First Quarter 2025 Financial Results and Provides Business Update • Presented new amezalpat mechanism-of-action data reinforcing its potential as a novel cancer treatment at the 2025 AACR Annual Meeting • Granted Orphan Drug designation by FDA for TPST-1495 for the treatment of familial adenomatous polyposis (FAP) • Received FDA “Study May Proceed” letter for Phase 2 t

May 13, 2025 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File No. 001-35890 Temp

April 30, 2025 EX-10.11

Employment Agreement, dated January 12, 2022, by and between the Company and Stephen Brady

Exhibit 10.11 TEMPEST THERAPEUTICS, INC. 7000 Shoreline Court, Suite 275 South San Francisco, California 94080 January 12, 2022 Via Email Only [email protected] Mr. Stephen R. Brady Chief Executive Officer RE: EXECUTIVE EMPLOYMENT AGREEMENT Dear Steve: On behalf of Tempest Therapeutics, Inc. (“Tempest”, or the “Company”), it is my pleasure to confirm the terms and conditions of your continued e

April 30, 2025 10-K/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-K/A (Amendment No. 1) (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 OR ☐ TRA

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-K/A (Amendment No.

April 30, 2025 EX-10.12

Employment Agreement, dated January 12, 2022, by and between the Company and Samuel Whiting, M.D., Ph.D.

Exhibit 10.12 TEMPEST THERAPEUTICS, INC. 7000 Shoreline Court, Suite 275 South San Francisco, California 94080 January 12, 2022 Via Email Only [email protected] Sam Whiting, M.D., Ph.D. RE: EXECUTIVE EMPLOYMENT AGREEMENT Dear Sam: On behalf of Tempest Therapeutics, Inc. (“Tempest”, or the “Company”), it is my pleasure to confirm the terms and conditions of your continued employment as Tempest

April 28, 2025 8-K

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): April 24, 2025 Tempest Therapeuti

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): April 24, 2025 Tempest Therapeutics, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-35890 45-1472564 (State or Other Jurisdiction of Incorporation) (Commissi

April 18, 2025 8-K

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): April 17, 2025 TEMPEST THERAPEUTI

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): April 17, 2025 TEMPEST THERAPEUTICS, INC. (Exact name of Registrant as Specified in its Charter) Delaware 001-35890 45-1472564 (State or other jurisdiction of incorporation) (Commissi

April 9, 2025 EX-99.1

Tempest Announces Plan to Explore Strategic Alternatives to Advance Promising Pipeline of Clinical Oncology Assets and Maximize Stockholder Value

Exhibit 99.1 Tempest Announces Plan to Explore Strategic Alternatives to Advance Promising Pipeline of Clinical Oncology Assets and Maximize Stockholder Value • Amezalpat (TPST-1120) is Phase 3-ready: completed FDA and EMA interactions for first-line pivotal study in hepatocellular carcinoma (HCC); global investigator support in place • Awarded both Orphan Drug & Fast Track designations for amezal

April 9, 2025 8-K

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): April 8, 2025 TEMPEST THERAPEUTIC

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): April 8, 2025 TEMPEST THERAPEUTICS, INC. (Exact name of Registrant as Specified in its Charter) Delaware 001-35890 45-1472564 (State or other jurisdiction of incorporation) (Commissio

April 7, 2025 8-K

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): April 4, 2025 TEMPEST THERAPEUTIC

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): April 4, 2025 TEMPEST THERAPEUTICS, INC. (Exact name of Registrant as Specified in its Charter) Delaware 001-35890 45-1472564 (State or other jurisdiction of incorporation) (Commissio

April 7, 2025 EX-3.1

Certificate of Amendment to the Restated Certificate of Incorporation of the Company, as filed with the Secretary of State of the State of Delaware on April 4, 2025

Exhibit 3.1 CERTIFICATE OF AMENDMENT OF THE RESTATED CERTIFICATE OF INCORPORATION OF TEMPEST THERAPEUTICS, INC. (Pursuant to Section 242 of the General Corporation Law of the State of Delaware) Tempest Therapeutics, Inc. (the “Corporation”), a corporation organized and existing under and by virtue of the provisions of the General Corporation Law of the State of Delaware (the “General Corporation L

March 27, 2025 8-K

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

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): March 27, 2025 Tempest Therapeutics, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-35890 45-1472564 (State or Other Jurisdiction of Incorporation) (Commissi

March 27, 2025 EX-4.2

Form of Tempest Therapeutics, Inc. Warrant to Purchase Stock

Exhibit 4.2 THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AS SET FORTH IN SECTIONS 5.3 AND 5.4 BELOW, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND LAWS OR, IN THE OPINION OF LEGAL COUNSEL IN FORM AND SUBSTAN

March 27, 2025 EX-10.32

Roche Supply Agreement, dated October 7, 2024, by and between the Registrant and F. Hoffmann-La Roche Ltd.

Exhibit 10.32 [***] = Certain confidential information contained in this document, marked by brackets, has been omitted because it is both (a) not material and (b) is the type that the registrant treats as private or confidential Master Clinical Supply Agreement This MASTER CLINICAL SUPPLY AGREEMENT (“Agreement”), effective as of the date of last signature on the signature page below (“Effective D

March 27, 2025 EX-19.1

Tempest Therapeutics, Inc. Insider Trading Policy

Exhibit 19.1 Tempest Therapeutics, Inc. Insider Trading Policy (Adopted March 25, 2025) Introduction During the course of your relationship with Tempest Therapeutics, Inc. (“Tempest”), you may receive material information that is not yet publicly available (“material nonpublic information”) about Tempest or other publicly traded companies. Material nonpublic information may give you, or someone yo

March 27, 2025 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-35890 Tempest Therapeutics, Inc.

March 27, 2025 EX-99.1

Tempest Reports Year End 2024 Financial Results and Provides Business Update

Exhibit 99.1 Tempest Reports Year End 2024 Financial Results and Provides Business Update • Granted Both Orphan Drug & Fast Track designations for Amezalpat (TPST-1120) for the treatment of patients with Hepatocellular Carcinoma (HCC) • Announced Agreement with Roche to Support Advancement of Amezalpat Combination Therapy into First-Line HCC Pivotal Trial • Received FDA “Study May Proceed” letter

March 27, 2025 EX-10.33

Executive Employment Agreement, dated January 1, 2025, by and between the Registrant and Nicholas Maestas

Exhibit 10.33 Tempest Therapeutics, Inc. 2000 Sierra Point Parkway, Suite 400 Brisbane, California 94005 January 1, 2025 Nicholas Maestas RE: EXECUTIVE EMPLOYMENT AGREEMENT Dear Nic: On behalf of Tempest Therapeutics, Inc. (“Tempest”, or the “Company”), it is my pleasure to confirm the terms and conditions of your continued employment as Tempest’s Chief Financial Officer and Head of Corporate Stra

March 27, 2025 S-8

As filed with the U.S. Securities and Exchange Commission on March 27, 2025

S-8 As filed with the U.S. Securities and Exchange Commission on March 27, 2025 Registration No. 333-    UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Tempest Therapeutics, Inc. (Exact name of Registrant as specified in its charter) Delaware 45-1472564 (State or other jurisdiction of Incorporation or organiz

March 27, 2025 EX-4.1

Description of Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934

Exhibit 4.1 DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 Tempest Therapeutics, Inc. (the “Company,” or “we,” “us,” and “our”) has two classes of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended: (a) our common stock and (b) Series A junior participating preferred purchase rights (“Series

March 27, 2025 EX-FILING FEES

Filing Fee Table

EX-FILING FEES Exhibit 107 Calculation of Filing Fee Tables Form S-8 (Form Type) Tempest Therapeutics, Inc.

February 6, 2025 424B5

Up to $14,500,000 Common Stock

Table of Contents Filed Pursuant to Rule 424(b)(5) Registration File No. 333-280918 PROSPECTUS SUPPLEMENT (to Prospectus dated January 27, 2025) Up to $14,500,000 Common Stock We have entered into an Open Market Sale AgreementSM, dated June 20, 2024, or the sales agreement, with Jefferies LLC, or Jefferies, relating to the offer and sale of shares of our common stock, par value $0.001 per share, f

January 24, 2025 S-3/A

As filed with the Securities and Exchange Commission on January 24, 2025

S-3/A As filed with the Securities and Exchange Commission on January 24, 2025 Registration No.

January 24, 2025 EX-FILING FEES

Filing Fee Table.

Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) Tempest Therapeutics, Inc.

January 24, 2025 CORRESP

TEMPEST THERAPEUTICS, INC. 2000 Sierra Point Parkway, Suite 400 Brisbane, California, 94005 (415) 798-8589

TEMPEST THERAPEUTICS, INC. 2000 Sierra Point Parkway, Suite 400 Brisbane, California, 94005 (415) 798-8589 January 24, 2025 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attn: Gary Guttenberg RE: Tempest Therapeutics, Inc. Registration Statement on Form S-3 File No. 333-280918 Acceleration Request Requested Date

December 31, 2024 8-K

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): December 27, 2024 Tempest Therape

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): December 27, 2024 Tempest Therapeutics, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-35890 45-1472564 (State or Other Jurisdiction of Incorporation) (Commi

December 6, 2024 8-K

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): December 3, 2024 TEMPEST THERAPEU

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): December 3, 2024 TEMPEST THERAPEUTICS, INC. (Exact name of Registrant as Specified in its Charter) Delaware 001-35890 45-1472564 (State or other jurisdiction of incorporation) (Commis

December 6, 2024 EX-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

EX-4.1 Exhibit 4.1 AMENDMENT NO. 2 TO RIGHTS AGREEMENT This AMENDMENT NO. 2 TO RIGHTS AGREEMENT, dated as of December 5, 2024 (this “Amendment”), is made and entered into by and between Tempest Therapeutics, Inc., a Delaware corporation (the “Company”), and Computershare Trust Company, N.A., a federally chartered trust company, as Rights Agent (the “Rights Agent”). Except as otherwise provided her

November 12, 2024 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.)

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.) Filed by the Registrant ☒ Filed by a Party other than the Registrant  ☐ Check the appropriate box:  ☐ Preliminary Proxy Statement  ☐ Confidential, for Use of the Commission Only (as permitted by Rule

November 12, 2024 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File No. 001-35890

November 12, 2024 8-K

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

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): November 12, 2024 Tempest Therapeutics, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-35890 45-1472564 (State or Other Jurisdiction of Incorporation) (Commi

November 12, 2024 EX-99.1

Tempest Reports Third Quarter 2024 Financial Results and Provides Business Update

Exhibit 99.1 Tempest Reports Third Quarter 2024 Financial Results and Provides Business Update - Building upon a successful end-of-Phase 2 meeting, received FDA “Study May Proceed” letter for pivotal Phase 3 trial of amezalpat (TPST-1120) combination therapy to treat first-line HCC - Announced agreement with Roche to support advancement of amezalpat into first-line HCC pivotal Phase 3 trial - Rece

October 29, 2024 PRE 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.)

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.) Filed by the Registrant ☒ Filed by a Party other than the Registrant  ☐ Check the appropriate box: ☒ Preliminary Proxy Statement  ☐ Confidential, for Use of the Commission Only (as permitted by Rule 1

October 10, 2024 EX-99.1

Tempest Extends Limited Duration Stockholder Rights Plan

EX-99.1 Exhibit 99.1 Tempest Extends Limited Duration Stockholder Rights Plan BRISBANE, Calif., October 10, 2024 —Tempest Therapeutics, Inc. (Nasdaq: TPST) (“Tempest” or the “Company”), a clinical-stage biotechnology company developing first-in-classi targeted and immune-mediated therapeutics to fight cancer, today announced that its Board of Directors (the “Board”) has adopted an amendment to its

October 10, 2024 8-A12B/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A/A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 TEMPEST THERAPEUTICS, INC. (Exact name of Reg

8-A12B/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A/A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 TEMPEST THERAPEUTICS, INC. (Exact name of Registrant as specified in its charter) Delaware 45-1472564 (State of other jurisdiction of incorporation or organization) (I.R.S. Employer I.D.

October 10, 2024 EX-4.1

Amendment No. 1, dated as of October 9, 2024, to Rights Agreement, dated as of October 10, 2023, by and between Tempest Therapeutics, Inc. and Computershare Trust Company, N.A., as rights agent

EX-4.1 Exhibit 4.1 AMENDMENT NO. 1 TO RIGHTS AGREEMENT This AMENDMENT NO. 1 TO RIGHTS AGREEMENT, dated as of October 9, 2024 (this “Amendment”), is made and entered into by and between Tempest Therapeutics, Inc., a Delaware corporation (the “Company”), and Computershare Trust Company, N.A., a federally chartered trust company, as Rights Agent (the “Rights Agent”). Except as otherwise provided here

October 10, 2024 8-K

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): October 7, 2024 TEMPEST THERAPEUT

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): October 7, 2024 TEMPEST THERAPEUTICS, INC. (Exact name of Registrant as Specified in its Charter) Delaware 001-35890 45-1472564 (State or other jurisdiction of incorporation) (Commiss

August 12, 2024 SC 13D/A

TPST / Tempest Therapeutics, Inc. / Versant Venture Capital VI, L.P. - SC 13D/A Activist Investment

SC 13D/A 1 d879964dsc13da.htm SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-l(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) (Amendment No. 4)* Tempest Therapeutics, Inc. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities

August 8, 2024 EX-99.1

Tempest Reports Second Quarter 2024 Financial Results and Provides Business Update

Exhibit 99.1 Tempest Reports Second Quarter 2024 Financial Results and Provides Business Update - Unveiled new positive survival data for amezalpat (TPST-1120) in randomized first-line hepatocellular carcinoma (“HCC)” study demonstrating: • Survival benefit maintained across key subpopulations • a six-month improvement over control arm in median survival • a strong 0.65 hazard ratio, maintained si

August 8, 2024 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File No. 001-35890 Tempe

August 8, 2024 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): August 08, 2024 Tempest Therapeutics, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-35890 45-1472564 (State or Other Jurisdiction of Incorporation) (Commiss

July 19, 2024 EX-FILING FEES

Filing Fee Table.

Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) Tempest Therapeutics, Inc.

July 19, 2024 S-3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-3 REGISTRATION STATEMENT THE SECURITIES ACT OF 1933 TEMPEST THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 45-1472564 (State or other j

S-3 Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

July 19, 2024 EX-4.4

Form of Debt Indenture.

Exhibit 4.4 TEMPEST THERAPEUTICS, INC. Issuer AND [TRUSTEE], Trustee INDENTURE Dated as of [•], 20 Debt Securities TABLE OF CONTENTS PAGE ARTICLE 1 DEFINITIONS 1 Section 1.01 Definitions of Terms 1 ARTICLE 2 ISSUE, DESCRIPTION, TERMS, EXECUTION, REGISTRATION AND EXCHANGE OF SECURITIES 5 Section 2.01 Designation and Terms of Securities 5 Section 2.02 Form of Securities and Trustee’s Certificate 8 S

June 20, 2024 EX-99.1

Tempest Unveils New Survival Data for Amezalpat (TPST-1120) in Randomized First-Line HCC Study Demonstrating a Six-Month Improvement over Control Arm

EX-99.1 Exhibit 99.1 Tempest Unveils New Survival Data for Amezalpat (TPST-1120) in Randomized First-Line HCC Study Demonstrating a Six-Month Improvement over Control Arm • 21 months median OS in amezalpat arm vs. 15 in control arm • 50% (20/40) of patients on amezalpat arm remain in survival follow up • 0.65 hazard ratio, maintained since 0.59 observed in primary analysis 10 months earlier • Earl

June 20, 2024 8-K

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 20, 2024 TEMPEST THERAPEUTIC

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 20, 2024 TEMPEST THERAPEUTICS, INC. (Exact name of Registrant as Specified in its Charter) Delaware 001-35890 45-1472564 (State or other jurisdiction of incorporation) (Commissio

June 20, 2024 EX-1.1

Sales Agreement, dated June 20, 2024, between the Company and Jefferies LLC (incorporated by reference to Exhibit 1.1 of the Registrant’s Current Report on Form 8-K (File No. 001-35890), filed with the SEC on June 20, 2024).

Exhibit 1.1 OPEN MARKET SALE AGREEMENTSM June 20, 2024 JEFFERIES LLC 520 Madison Avenue New York, New York 10022 Ladies and Gentlemen: Tempest Therapeutics, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell from time to time through Jefferies LLC, as sales agent and/or principal (the “Agent”), shares of the Company’s common

June 20, 2024 424B5

Up to $205,000,000 Common Stock

424B5 Table of Contents Filed Pursuant to Rule 424(b)(5) Registration File No. 333-257990 PROSPECTUS SUPPLEMENT NO. 2 (to Prospectus dated July 23, 2021) Up to $205,000,000 Common Stock We have entered into an Open Market Sale AgreementSM, dated June 20, 2024, or the sales agreement, with Jefferies LLC, or Jefferies, relating to the offer and sale of shares of our common stock, par value $0.001 pe

June 14, 2024 8-K

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 13, 2024 TEMPEST THERAPEUTIC

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 13, 2024 TEMPEST THERAPEUTICS, INC. (Exact name of Registrant as Specified in its Charter) Delaware 001-35890 45-1472564 (State or other jurisdiction of incorporation) (Commissio

May 13, 2024 SC 13D/A

TPST / Tempest Therapeutics, Inc. / Versant Venture Capital VI, L.P. - SC 13D/A Activist Investment

SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-l(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) (Amendment No. 3)* Tempest Therapeutics, Inc. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 87978U108 (CUSIP Number) Ver

May 9, 2024 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File No. 001-35890 Temp

May 9, 2024 EX-99.1

Tempest Reports First Quarter 2024 Financial Results and Provides Business Update

Exhibit 99.1 Tempest Reports First Quarter 2024 Financial Results and Provides Business Update - Advancing TPST-1120 into a pivotal Phase 3 trial in first-line HCC and TPST-1495 into a Phase 2 in FAP - Reported new preclinical data for TPST-1120 in kidney cancer at the AACR Annual Meeting - Published positive data from the Phase 1 Trial of TPST-1120 in patients with advanced solid tumors in the Jo

May 9, 2024 8-K

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

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): May 09, 2024 Tempest Therapeutics, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-35890 45-1472564 (State or Other Jurisdiction of Incorporation) (Commission

April 23, 2024 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.  )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.  ) Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defi

April 23, 2024 DEF 14A

United States Securities and Exchange Commission Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

DEF 14A Table of Contents United States Securities and Exchange Commission Washington, D.

March 19, 2024 S-8

As filed with the U.S. Securities and Exchange Commission on March 19, 2024

As filed with the U.S. Securities and Exchange Commission on March 19, 2024 Registration No. 333-    UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Tempest Therapeutics, Inc. (Exact name of Registrant as specified in its charter) Delaware 45-1472564 (State or other jurisdiction of Incorporation or organizatio

March 19, 2024 EX-10.26

Second Amendment to Loan and Security Agreement, dated November 3, 2023, by and among Oxford Finance LLC, Tempest Therapeutics, Inc., Tempest TX, Inc. and Millendo Therapeutics US, Inc

Exhibit 10.26 Certain information has been excluded from this agreement (indicated by “[***]”) because such information (i) is not material and (ii) is the type that the registrant treats as private or confidential. SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENT THIS SECOND AMENDMENT to Loan and Security Agreement (this “Amendment”) is entered into as of November 3, 2023 (the “Second Amendment Da

March 19, 2024 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-35890 Tempest Therapeutics, Inc.

March 19, 2024 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): March 19, 2024 Tempest Therapeutics, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-35890 45-1472564 (State or Other Jurisdiction of Incorporation) (Commissi

March 19, 2024 EX-4.1

Exhibit 4.1

Exhibit 4.1 DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 Tempest Therapeutics, Inc. (the “Company,” or “we,” “us,” and “our”) has one class of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended: our common stock. The following descriptions of our capital stock, provisions of our restated c

March 19, 2024 EX-97.1

Incentive Compensation Recoupment Policy

Exhibit 97.1 Tempest Therapeutics, Inc. Incentive Compensation Recoupment Policy 1. Introduction The Compensation Committee (the “Compensation Committee”) of the Board of Directors (the “Board”) of Tempest Therapeutics, Inc., a Delaware corporation (the “Company”), has determined that it is in the best interests of the Company and its stockholders to adopt this Incentive Compensation Recoupment Po

March 19, 2024 EX-FILING FEES

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Table Form S-8 Tempest Therapeutics, Inc. Table 1 — Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered(1) Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity Common stock, $0.001 par value per share, 2023 Equity Incentive Plan Rule 457(c) and (h)

March 19, 2024 EX-99.1

Tempest Reports Year End 2023 Financial Results and Provides Business Update

Exhibit 99.1 Tempest Reports Year End 2023 Financial Results and Provides Business Update - Announced positive randomized first-line HCC data showing superiority of TPST-1120 combination therapy across multiple study endpoints compared to standard of care - Reported new biomarker data in two important subpopulations, PD-L1 negative and b-catenin mutant patients, consistent with MoA of TPST-1120 -

February 14, 2024 SC 13G/A

TPST / Tempest Therapeutics, Inc. / EcoR1 Capital, LLC Passive Investment

SC 13G/A 1 tpst13ga.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1) Tempest Therapeutics Inc. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 87978U108 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropr

February 14, 2024 SC 13G/A

TPST / Tempest Therapeutics, Inc. / Rock Springs Capital Management LP Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No.

February 8, 2024 SC 13D/A

TPST / Tempest Therapeutics, Inc. / Versant Venture Capital VI, L.P. - SC 13D/A Activist Investment

SC 13D/A 1 d768185dsc13da.htm SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-l(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) (Amendment No. 2)* Tempest Therapeutics, Inc. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities

November 17, 2023 S-8 POS

As filed with the U.S. Securities and Exchange Commission on November 17, 2023

S-8 POS As filed with the U.S. Securities and Exchange Commission on November 17, 2023 Registration No. 333-265718 Registration No. 333-264943 Registration No. 333-255261 Registration No. 333-249993 Registration No. 333-235515 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Post-Effective Amendment No. 1 to Form S-8 Registration No. 333-265718 Post-Effective Amendment No. 1

November 17, 2023 S-8 POS

As filed with the U.S. Securities and Exchange Commission on November 17, 2023

S-8 POS As filed with the U.S. Securities and Exchange Commission on November 17, 2023 Registration No. 333-265718 Registration No. 333-264943 Registration No. 333-255261 Registration No. 333-249993 Registration No. 333-235515 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Post-Effective Amendment No. 1 to Form S-8 Registration No. 333-265718 Post-Effective Amendment No. 1

November 17, 2023 S-8

As filed with the U.S. Securities and Exchange Commission on November 17, 2023

S-8 As filed with the U.S. Securities and Exchange Commission on November 17, 2023 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Tempest Therapeutics, Inc. (Exact name of Registrant as specified in its charter) Delaware 45-1472564 (State or other jurisdiction of Incorporation or organiz

November 17, 2023 S-8 POS

As filed with the U.S. Securities and Exchange Commission on November 17, 2023

S-8 POS As filed with the U.S. Securities and Exchange Commission on November 17, 2023 Registration No. 333-265718 Registration No. 333-264943 Registration No. 333-255261 Registration No. 333-249993 Registration No. 333-235515 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Post-Effective Amendment No. 1 to Form S-8 Registration No. 333-265718 Post-Effective Amendment No. 1

November 17, 2023 S-8 POS

As filed with the U.S. Securities and Exchange Commission on November 17, 2023

S-8 POS As filed with the U.S. Securities and Exchange Commission on November 17, 2023 Registration No. 333-265718 Registration No. 333-264943 Registration No. 333-255261 Registration No. 333-249993 Registration No. 333-235515 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Post-Effective Amendment No. 1 to Form S-8 Registration No. 333-265718 Post-Effective Amendment No. 1

November 17, 2023 EX-FILING FEES

Filing Fee Table

EX-FILING FEES Exhibit 107 Calculation of Filing Fee Table Form S-8 Tempest Therapeutics, Inc.

November 17, 2023 S-8 POS

As filed with the U.S. Securities and Exchange Commission on November 17, 2023

S-8 POS As filed with the U.S. Securities and Exchange Commission on November 17, 2023 Registration No. 333-265718 Registration No. 333-264943 Registration No. 333-255261 Registration No. 333-249993 Registration No. 333-235515 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Post-Effective Amendment No. 1 to Form S-8 Registration No. 333-265718 Post-Effective Amendment No. 1

November 9, 2023 SC 13D/A

TPST / Tempest Therapeutics Inc / Versant Venture Capital VI, L.P. - SC 13D/A Activist Investment

SC 13D/A 1 d582597dsc13da.htm SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-l(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) (Amendment No. 1)* Tempest Therapeutics, Inc. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities

November 8, 2023 EX-99.1

Tempest Reports Third Quarter 2023 Financial Results and Provides Business Update

Exhibit 99.1 Tempest Reports Third Quarter 2023 Financial Results and Provides Business Update - TPST-1120 demonstrates superiority compared to standard of care across multiple study endpoints in randomized first-line HCC study - New capital strengthens balance sheet and extends cash runway into 2025 Brisbane, CA, November 8, 2023 – Tempest Therapeutics, Inc. (Nasdaq: TPST), a clinical-stage oncol

November 8, 2023 EX-10.1

Separation and Consulting Agreement by and between the Registrant and Thomas Dubensky, Ph.D., dated September 15, 2023

Exhibit 10.1 Tempest Therapeutics, Inc. 2000 Sierra Point Parkway, Suite 400 Brisbane, CA 94005 September 15, 2023 Via Email Only [Redacted] Tom Dubensky, Ph.D. RE: SEPARATION AND CONSULTING AGREEMENT Dear Tom: This letter sets forth the substance of the separation and consulting agreement (the “Agreement”) that Tempest Therapeutics, Inc. (the “Company”) is offering to you to aid in your employmen

November 8, 2023 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): November 08, 2023 Tempest Therapeutics, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-35890 45-1472564 (State or Other Jurisdiction of Incorporation) (Commi

November 8, 2023 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File No. 001-35890

October 30, 2023 8-K

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): October 26, 2023 Tempest Therapeu

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): October 26, 2023 Tempest Therapeutics, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-35890 45-1472564 (State or Other Jurisdiction of Incorporation) (Commis

October 12, 2023 424B5

TEMPEST THERAPEUTICS, INC. Up to $100,000,000 Common Stock

424B5 Filed Pursuant to Rule 424(b)(5) Registration No. 333-257990 AMENDMENT NO. 1 DATED OCTOBER 12, 2023 (To Prospectus Supplement dated July 23, 2021 To Prospectus dated July 23, 2021) TEMPEST THERAPEUTICS, INC. Up to $100,000,000 Common Stock This Amendment No. 1 to Prospectus Supplement (this “Amendment”) amends our prospectus supplement dated April 14, 2022 (the “Prospectus Supplement”) and t

October 11, 2023 EX-99.1

Tempest Releases New Data Demonstrating Superiority of TPST-1120 Arm Across Multiple Study Endpoints in Randomized First-Line HCC Study

EX-99.1 Exhibit 99.1 Tempest Releases New Data Demonstrating Superiority of TPST-1120 Arm Across Multiple Study Endpoints in Randomized First-Line HCC Study • New data package reveals improvements in multiple categories for TPST-1120 combined with atezolizumab + bevacizumab versus standard of care atezolizumab + bevacizumab in a global Phase 1b/2 study • 30% confirmed ORR achieved in TPST-1120 arm

October 11, 2023 8-A12B

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 TEMPEST THERAPEUTICS, INC. (Exact name of Regis

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 TEMPEST THERAPEUTICS, INC. (Exact name of Registrant as specified in its charter) Delaware 45-1472564 (State of other incorporation or organization) (I.R.S. Employer I.D. No.) 2000 Sierra Point Par

October 11, 2023 EX-99.2

Tempest Adopts Limited Duration Stockholder Rights Plan

EX-99.2 Exhibit 99.2 Tempest Adopts Limited Duration Stockholder Rights Plan BRISBANE, Calif., October 11, 2023 —Tempest Therapeutics, Inc. (Nasdaq: TPST), a clinical-stage oncology company developing first-in-classi therapeutics that combine both targeted and immune-mediated mechanisms, today announced that its Board of Directors (the “Board”) has adopted a limited duration stockholder rights pla

October 11, 2023 EX-4.1

Rights Agreement, dated as of October 10, 2023, between Tempest Therapeutics, Inc. and Computershare Trust Company, N.A., which includes the form of Certificate of Designation as Exhibit A, the form of Right Certificate as Exhibit B and the Summary of Rights to Purchase Preferred Shares as Exhibit C

EX-4.1 Exhibit 4.1 RIGHTS AGREEMENT October 10, 2023 TABLE OF CONTENTS Page SECTION 1. CERTAIN DEFINITIONS 1 SECTION 2. APPOINTMENT OF RIGHTS AGENT 8 SECTION 3. ISSUANCE OF RIGHTS 8 SECTION 4. FORM OF RIGHT CERTIFICATES 11 SECTION 5. COUNTERSIGNATURE AND REGISTRATION 12 SECTION 6. TRANSFER, SPLIT UP, COMBINATION AND EXCHANGE OF RIGHT CERTIFICATES; MUTILATED, DESTROYED, LOST OR STOLEN RIGHT CERTIFI

October 11, 2023 8-K

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): October 10, 2023 Tempest Therapeu

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): October 10, 2023 Tempest Therapeutics, Inc. (Exact name of registrant as specified in its charter) Delaware 001-35890 45-1472564 (State or other jurisdiction of incorporation) (Commis

October 11, 2023 EX-3.1

Certificate of Designation of Series A Junior Participating Preferred Stock filed with the Secretary of State of the State of Delaware on October 10, 2023

EX-3.1 Exhibit 3.1 CERTIFICATE OF DESIGNATION OF RIGHTS, PREFERENCES AND PRIVILEGES OF SERIES A JUNIOR PARTICIPATING PREFERRED STOCK OF TEMPEST THERAPEUTICS, INC. The undersigned, Stephen Brady, does hereby certify: 1. That he is duly elected and acting Chief Executive Officer of Tempest Therapeutics, Inc., a Delaware corporation (the “Corporation”). 2. That pursuant to the authority conferred upo

September 8, 2023 8-K

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): September 6, 2023 Tempest Therape

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): September 6, 2023 Tempest Therapeutics, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-35890 45-1472564 (State or Other Jurisdiction of Incorporation) (Commi

September 7, 2023 8-K

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): September 2, 2023 Tempest Therape

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): September 2, 2023 Tempest Therapeutics, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-35890 45-1472564 (State or Other Jurisdiction of Incorporation) (Commi

August 10, 2023 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File No. 001-35890 Tempe

August 10, 2023 EX-10.2

Form of Stock Option Grant Notice under Amended and Restated 2023 Equity Incentive Plan.

Exhibit 10.2 TEMPEST THERAPEUTICS, INC. STOCK OPTION GRANT NOTICE (AMENDED AND RESTATED 2023 EQUITY INCENTIVE PLAN) Tempest Therapeutics, Inc. (the “Company”), pursuant to its Amended and Restated 2023 Equity Incentive Plan (the “Plan”), hereby grants to Optionholder an option to purchase the number of shares of the Company’s Common Stock set forth below. This option is subject to all of the terms

August 10, 2023 EX-10.3

Tempest Therapeutics, Inc. 2023 Inducement Plan

Exhibit 10.3 TEMPEST THERAPEUTICS, INC. 2023 INDUCEMENT PLAN Adopted by the Board of Directors: June 21, 2023 1. GENERAL. (a) Eligible Award Recipients. The only persons eligible to receive grants of Awards under this Plan are individuals who satisfy the standards for inducement grants under Nasdaq Marketplace Rule 5635(c)(4) or 5635(c)(3), if applicable, and the related guidance under Nasdaq IM 5

August 10, 2023 8-K

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

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): August 10, 2023 Tempest Therapeutics, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-35890 45-1472564 (State or Other Jurisdiction of Incorporation) (Commiss

August 10, 2023 EX-99.1

Tempest Reports Second Quarter 2023 Financial Results and Provides Business Update

Exhibit 99.1 Tempest Reports Second Quarter 2023 Financial Results and Provides Business Update Brisbane, CA, August 10, 2023 – Tempest Therapeutics, Inc. (Nasdaq: TPST), a clinical-stage oncology company developing first-in-classi therapeutics that combine both targeted and immune-mediated mechanisms, today reported financial results for the quarter ended June 30, 2023 and provided a corporate up

August 10, 2023 EX-10.1

Tempest Therapeutics, Inc. Amended and Restated 2023 Equity Incentive Plan.

Exhibit 10.1 TEMPEST THERAPEUTICS, INC. AMENDED AND RESTATED 2023 EQUITY INCENTIVE PLAN Approved by the Board of Directors: April 28, 2023 (the “Adoption Date”) Approved by the Stockholders: June 15, 2023 1. GENERAL. (a) Successor to and Continuation of the 2019 Plan. The Plan is intended as the successor to and continuation of the Tempest Therapeutics, Inc., Amended and Restated 2019 Equity Incen

August 10, 2023 EX-10.4

Form of Option Grant Package under the 2023 Inducement Plan

Exhibit 10.4 Tempest Therapeutics, Inc. Inducement Grant Outside of Amended and Restated 2019 Equity Incentive Plan Tempest Therapeutics, Inc. (the “Company”), hereby grants to Optionholder an option to purchase the number of shares of the Company’s Common Stock set forth below, outside of, but subject to the terms of, the Company’s Amended and Restated 2019 Equity Incentive Plan, as may be amende

June 16, 2023 8-K

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 15, 2023 TEMPEST THERAPEUTIC

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 15, 2023 TEMPEST THERAPEUTICS, INC. (Exact name of Registrant as Specified in its Charter) Delaware 001-35890 45-1472564 (State or other jurisdiction of incorporation) (Commissio

May 10, 2023 EX-99

Tempest Reports First Quarter 2023 Financial Results and Provides Business Update

Exhibit 99.1 Tempest Reports First Quarter 2023 Financial Results and Provides Business Update Brisbane, CA, May 10, 2023 – Tempest Therapeutics, Inc. (Nasdaq: TPST), a clinical-stage oncology company developing first-in-classi therapeutics that combine both targeted and immune-mediated mechanisms, today reported financial results for the quarter ended March 31, 2023 and provided a corporate updat

May 10, 2023 8-K

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

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): May 10, 2023 Tempest Therapeutics, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-35890 45-1472564 (State or Other Jurisdiction of Incorporation) (Commission

May 10, 2023 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File No. 001-35890 Temp

May 1, 2023 DEF 14A

United States Securities and Exchange Commission Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

DEF 14A Table of Contents United States Securities and Exchange Commission Washington, D.

May 1, 2023 DEFA14A

United States Securities and Exchange Commission Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

DEFA14A United States Securities and Exchange Commission Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Pro

April 28, 2023 8-K

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): April 28, 2023 TEMPEST THERAPEUTI

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): April 28, 2023 TEMPEST THERAPEUTICS, INC. (Exact name of Registrant as Specified in its Charter) Delaware 001-35890 45-1472564 (State or other jurisdiction of incorporation) (Commissi

April 28, 2023 EX-99.1

Tempest Announces Positive Early Results from Global Randomized Phase 1b/2 Combination Study of TPST-1120 in First-Line Hepatocellular Carcinoma

EX-99.1 Exhibit 99.1 Tempest Announces Positive Early Results from Global Randomized Phase 1b/2 Combination Study of TPST-1120 in First-Line Hepatocellular Carcinoma • Positive randomized data with TPST-1120 combined with atezolizumab + bevacizumab compared head-to-head with atezolizumab + bevacizumab • The addition of TPST-1120 resulted in a clinically-meaningful improvement in both confirmed and

March 31, 2023 8-K

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): March 31, 2023 Tempest Therapeuti

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): March 31, 2023 Tempest Therapeutics, Inc. (Exact name of registrant as specified in its charter) Delaware 001-35890 45-1472564 (State or other jurisdiction of incorporation) (Commissi

March 22, 2023 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-K

mal UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-35890 Tempest Therapeutics, Inc.

March 22, 2023 8-K

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

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): March 22, 2023 Tempest Therapeutics, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-35890 45-1472564 (State or Other Jurisdiction of Incorporation) (Commissi

March 22, 2023 EX-10

Lease Agreement, dated January 24, 2022, by and between HCP Life Science REIT, Inc. and Tempest Therapeutics, Inc.

Exhibit 10.24 THE TOWERS AT SIERRA POINT LEASE This Lease (the " XE "Lease" Lease"), dated as of the date set forth in Section 1 of the Summary of Basic Lease Information (the " XE "Summary" Summary"), below, is made by and between HCP LIFE SCIENCE REIT, INC., a Maryland corporation (" XE "Landlord" Landlord"), and TEMPEST THERAPEUTICS, INC., a Delaware corporation (" XE "Tenant" Tenant"). SUMMARY

March 22, 2023 EX-99

Tempest Reports Year End 2022 Financial Results and Provides Business Update

Exhibit 99.1 Tempest Reports Year End 2022 Financial Results and Provides Business Update • Positive monotherapy and combination therapy data from Phase 1 trial of first clinical program, TPST-1120, announced in an oral presentation at ASCO 2022 • TPST-1120 randomized combination study in first-line HCC patients with partner Roche is fully enrolled, with initial data expected in the first half of

February 14, 2023 SC 13G

TPST / Tempest Therapeutics, Inc. / EcoR1 Capital, LLC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. ) Tempest Therapeutics Inc. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 87978U108 (CUSIP Number) April 29, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the ru

February 14, 2023 SC 13G/A

TPST / Tempest Therapeutics, Inc. / Rock Springs Capital Management LP Passive Investment

SC 13G/A 1 rocksprings-tpst123122a1.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Tempest Therapeutics, Inc. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 87978U108 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement)

December 29, 2022 EX-10.1

First Amendment to Loan and Security Agreement, dated December 23, 2022, by and among Oxford Finance LLC, Tempest Therapeutics, Inc., Tempest TX, Inc. and Millendo Therapeutics US, Inc.

Exhibit 10.1 FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENT THIS FIRST AMENDMENT to Loan and Security Agreement (this ?Amendment?) is entered into as of December 23, 2022 (the ?First Amendment Date?), by and among OXFORD FINANCE LLC, a Delaware limited liability company with an office located at 115 South Union Street, Suite 300, Alexandria, Virginia 22314 (in its individual capacity, ?Oxford?; an

December 29, 2022 8-K

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): December 23, 2022 TEMPEST THERAPE

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): December 23, 2022 TEMPEST THERAPEUTICS, INC. (Exact name of Registrant as Specified in its Charter) Delaware 001-35890 45-1472564 (State or other jurisdiction of incorporation) (Commi

November 8, 2022 8-K

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): November 8, 2022 TEMPEST THERAPEU

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): November 8, 2022 TEMPEST THERAPEUTICS, INC. (Exact name of Registrant as Specified in its Charter) Delaware 001-35890 45-1472564 (State or other jurisdiction of incorporation) (Commis

November 8, 2022 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 ☐ TRANSITION REPORT PURSUANT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File No. 001-35890 Tempest Therapeuti

November 8, 2022 EX-10.1

Written Agreement & Consent of Warrant Holders and Tempest Therapeutics, Inc.

EX-10.1 2 ex101-writtenagreementcons.htm EX-10.1 Exhibit 10.1 WRITTEN AGREEMENT & CONSENT OF WARRANT HOLDERS AND TEMPEST THERAPEUTICS, INC. This Warrant Amendment Agreement (this “Agreement”), by and among Tempest Therapeutics, Inc., a Delaware corporation (the “Company”) and the undersigned holders (the “Holders”), as the sole and original holders of the Pre-Funded Common Stock Purchase Warrants

November 8, 2022 EX-99.1

Tempest Reports Third Quarter 2022 Financial Results and Provides Business Update

Tempest Reports Third Quarter 2022 Financial Results and Provides Business Update South San Francisco, CA, November 8, 2022 – Tempest Therapeutics, Inc.

September 23, 2022 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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): September 19, 2022 TEMPEST THERAPEUTICS, INC. (Exact name of Registrant as Specified in its Charter) Delaware 001-35890 45-1472564 (State or other jurisdiction of incorporation) (Comm

August 15, 2022 EX-99.1

Tempest Reports Second Quarter 2022 Financial Results and Provides Business Update

Tempest Reports Second Quarter 2022 Financial Results and Provides Business Update South San Francisco, CA, August 15, 2022 ? Tempest Therapeutics, Inc.

August 15, 2022 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 ☐ TRANSITION REPORT PURSUANT TO S

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File No. 001-35890 Tempest Therapeutics, I

August 15, 2022 EX-10.5

Agreement for Termination of Lease and Voluntary Surrender of Premises

AGREEMENT FOR TERMINATION OF LEASE AND VOLUNTARY SURRENDER OF PREMISES This Agreement for Termination of Lease and Voluntary Surrender of Premises (this ?Agreement?) is made and entered into as of May 12, 2022, by and between ARE-SAN FRANCISCO NO.

August 15, 2022 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): August 15, 2022 TEMPEST THERAPEUTICS, INC. (Exact name of Registrant as Specified in its Charter) Delaware 001-35890 45-1472564 (State or other jurisdiction of incorporation) (Commiss

June 21, 2022 EX-10.1

Amended and Restated 2019 Equity Incentive Plan

Exhibit 10.1 TEMPEST THERAPEUTICS, INC. AMENDED AND RESTATED 2019 EQUITY INCENTIVE PLAN AS AMENDED AND RESTATED BY THE BOARD OF DIRECTORS: APRIL 22, 2022 APPROVED BY THE STOCKHOLDERS: JUNE 17, 2022 1. GENERAL. (a) Successor to and Continuation of Prior Plan. The Plan is intended as the successor to and continuation of the Millendo Therapeutics, Inc. 2012 Stock Plan and the Ovascience, Inc. 2012 St

June 21, 2022 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

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 17, 2022 TEMPEST THERAPEUTICS, INC. (Exact name of Registrant as Specified in its Charter) Delaware 001-35890 45-1472564 (State or other jurisdiction of incorporation) (Commissio

June 21, 2022 S-8

As filed with the U.S. Securities and Exchange Commission on June 21, 2022

As filed with the U.S. Securities and Exchange Commission on June 21, 2022 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Tempest Therapeutics, Inc. (Exact name of Registrant as specified in its charter) Delaware 45-1472564 (State or other jurisdiction of Incorporation or organization) (

June 21, 2022 EX-10.2

Amended and Restated 2019 Employee Stock Purchase Plan

Exhibit 10.2 TEMPEST THERAPEUTICS, INC. AMENDED AND RESTATED 2019 EMPLOYEE STOCK PURCHASE PLAN AS AMENDED AND RESTATED BY THE BOARD OF DIRECTORS: APRIL 22, 2022 APPROVED BY THE STOCKHOLDERS: JUNE 17, 2022 1. GENERAL; PURPOSE. (a) The Plan provides a means by which Eligible Employees of the Company and certain designated Related Corporations may be given an opportunity to purchase shares of Common

June 21, 2022 EX-FILING FEES

Filing Fee Table

EX-FILING FEES 5 d307046dexfilingfees.htm EX-FILING FEES Exhibit 107 Calculation of Filing Fee Table Form S-8 Tempest Therapeutics, Inc. Table 1 — Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered(1) Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Fees to be Paid Equity Common stock, $

June 9, 2022 EX-99.1

Tempest Provides ASCO KOL Feedback on TPST-1120 Clinical Results and Updated Financial Guidance

Exhibit 99.1 Tempest Provides ASCO KOL Feedback on TPST-1120 Clinical Results and Updated Financial Guidance ? TPST-1120 demonstrated monotherapy clinical benefit in patients with late-line advanced, poor-prognosis cancers where responses would be unexpected ? RECIST responses observed with TPST-1120 combined with anti-PD1 therapy in patients who previously progressed on anti-PD1/PDL1 therapy ? Po

June 9, 2022 8-K

Financial Statements and Exhibits, Other Events

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 9, 2022 TEMPEST THERAPEUTICS, INC. (Exact name of Registrant as Specified in its Charter) Delaware 001-35890 45-1472564 (State or other jurisdiction of incorporation) (Commission

May 27, 2022 424B3

6,355,932 Shares Common Stock

Table of Contents Filed Pursuant to Rule 424(b)(3) Registration Statement No. 333-264989 PROSPECTUS 6,355,932 Shares Common Stock This prospectus relates to the proposed resale from time to time of up to 6,355,932 shares of our common stock, par value $0.001 per share, (the ?Resale Shares?), of which 3,149,912 shares are issued and outstanding and 3,206,020 shares (the ?Warrant Shares?) are issuab

May 26, 2022 EX-99.1

Tempest Reports Positive TPST-1120 Clinical Data from Phase 1 Trial in Patients with Advanced Solid Tumors at 2022 ASCO Annual Meeting

Exhibit 99.1 Tempest Reports Positive TPST-1120 Clinical Data from Phase 1 Trial in Patients with Advanced Solid Tumors at 2022 ASCO Annual Meeting ? RECIST responses observed in IO-refractory patients and in IO-resistant indications ? 30% ORR in patients treated at the two highest TPST-1120 doses in combination with nivolumab (3/10); 20% ORR in all evaluable combination patients (3/15) ? 53% DCR

May 26, 2022 DEFA14A

United States Securities and Exchange Commission Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

United States Securities and Exchange Commission Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy State

May 26, 2022 8-K

Financial Statements and Exhibits, Other Events

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): May 26, 2022 TEMPEST THERAPEUTICS, INC. (Exact name of Registrant as Specified in its Charter) Delaware 001-35890 45-1472564 (State or other jurisdiction of incorporation) (Commission

May 24, 2022 CORRESP

TEMPEST THERAPEUTICS, INC. 7000 Shoreline Court, Suite 275 South San Francisco, CA 94080

TEMPEST THERAPEUTICS, INC. 7000 Shoreline Court, Suite 275 South San Francisco, CA 94080 May 24, 2022 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attn: Gary Guttenberg RE: Tempest Therapeutics, Inc. Registration Statement on Form S-3 File No. 333-264989 Acceleration Request Requested Date: Friday, May 27, 2022

May 16, 2022 S-3

Power of Attorney (see signature page to this registration statement)

Table of Contents As filed with the Securities and Exchange Commission on May 16, 2022 Registration No.

May 16, 2022 EX-FILING FEES

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) Tempest Therapeutics, Inc.

May 13, 2022 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): May 13, 2022 TEMPEST THERAPEUTICS, INC. (Exact name of Registrant as Specified in its Charter) Delaware 001-35890 45-1472564 (State or other jurisdiction of incorporation) (Commission

May 13, 2022 EX-10.1

Executive Employment Agreement, dated January 12, 2022, by and between the Company and Stephen Brady

Tempest Therapeutics, Inc. 7000 Shoreline Court, Suite 275 South San Francisco, California 94080 January 12, 2022 Via Email Only [email protected] Mr. Stephen R. Brady Chief Executive Officer RE: EXECUTIVE EMPLOYMENT AGREEMENT Dear Steve: On behalf of Tempest Therapeutics, Inc. (?Tempest?, or the ?Company?), it is my pleasure to confirm the terms and conditions of your continued employment as T

May 13, 2022 EX-FILING FEES

Filing Fee Table

EX-FILING FEES 5 d312473dexfilingfees.htm EX-FILING FEES Exhibit 107 Calculation of Filing Fee Table Form S-8 Tempest Therapeutics, Inc. Table 1 – Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered(1) Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Fees to be Paid Equity Common stock, $

May 13, 2022 EX-99.1

Tempest Reports First Quarter 2022 Financial Results and Provides Corporate Highlights

Exhibit 99.1 Tempest Reports First Quarter 2022 Financial Results and Provides Corporate Highlights ?Announced oral presentation of TPST-1120 Phase 1 monotherapy and combination therapy data at ASCO ?Presented positive preclinical data for TPST-1495 at AACR ?Presented positive preclinical data with proprietary small molecule TREX1 inhibitors at AACR South San Francisco, CA, May 13, 2022 ? Tempest

May 13, 2022 S-8

As filed with the U.S. Securities and Exchange Commission on May 13, 2022

As filed with the U.S. Securities and Exchange Commission on May 13, 2022 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Tempest Therapeutics, Inc. (Exact name of Registrant as specified in its charter) Delaware 45-1472564 (State or other jurisdiction of Incorporation or organization) (I

May 13, 2022 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 ☐ TRANSITION REPORT PURSUANT TO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File No. 001-35890 Tempest Therapeutics,

May 13, 2022 EX-10.3

Executive Employment Agreement, dated January 12, 2022, by and between the Company and Samuel Whiting, M.D., Ph.D.

Tempest Therapeutics, Inc. 7000 Shoreline Court, Suite 275 South San Francisco, California 94080 January 12, 2022 Via Email Only [email protected] Sam Whiting, M.D., Ph.D. RE: EXECUTIVE EMPLOYMENT AGREEMENT Dear Sam: On behalf of Tempest Therapeutics, Inc. (?Tempest?, or the ?Company?), it is my pleasure to confirm the terms and conditions of your continued employment as Tempest?s Chief Medic

May 13, 2022 EX-10.2

Executive Employment Agreement, dated January 12, 2022, by and between the Company and Thomas Dubensky

Tempest Therapeutics, Inc. 7000 Shoreline Court, Suite 275 South San Francisco, California 94080 January 12, 2022 Via Email Only [email protected] Tom Dubensky, Ph.D. RE: EXECUTIVE EMPLOYMENT AGREEMENT Dear Tom: On behalf of Tempest Therapeutics, Inc. (?Tempest?, or the ?Company?), it is my pleasure to confirm the terms and conditions of your continued employment as Tempest?s President, repo

May 13, 2022 EX-10.4

Executive Employment Agreement, dated January 12, 2022, by and between the Company and Nicholas Maestas

Tempest Therapeutics, Inc. 7000 Shoreline Court, Suite 275 South San Francisco, California 94080 January 12, 2022 Via Email Only [email protected] Nicholas M. Maestas RE: EXECUTIVE EMPLOYMENT AGREEMENT Dear Nic: On behalf of Tempest Therapeutics, Inc. (?Tempest?, or the ?Company?), it is my pleasure to confirm the terms and conditions of your continued employment as Tempest?s vice president,

May 9, 2022 DEFA14A

United States Securities and Exchange Commission Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

United States Securities and Exchange Commission Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy State

May 9, 2022 SC 13D

TPST / Tempest Therapeutics, Inc. / Versant Venture Capital VI, L.P. - SC 13D Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-l(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) (Amendment No. )* Tempest Therapeutics, Inc. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 87978U108 (CUSIP Number) Versant Ventu

May 9, 2022 EX-99.1

JOINT FILING AGREEMENT

Exhibit 1 JOINT FILING AGREEMENT The undersigned hereby agree that the foregoing statement on Schedule 13D is filed on behalf of each of the undersigned, and any amendments thereto executed by the undersigned shall be filed on behalf of each of the undersigned without the necessity of filing any additional joint filing agreement.

May 9, 2022 DEFA14A

United States Securities and Exchange Commission Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

United States Securities and Exchange Commission Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy State

May 2, 2022 EX-4.1

Form of Pre-Funded Warrant

Exhibit 4.1 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR

May 2, 2022 DEF 14A

United States Securities and Exchange Commission Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

DEF 14A 1 d342375ddef14a.htm DEF 14A Table of Contents United States Securities and Exchange Commission Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as

May 2, 2022 EX-10.1

Securities Purchase Agreement, dated April 26, 22, by and among Tempest Therapeutics, Inc. and the persons party thereto

Exhibit 10.1 SECURITIES PURCHASE AGREEMENT THIS SECURITIES PURCHASE AGREEMENT (the ?Agreement?), dated as of April 26, 2022, by and among Tempest Therapeutics, Inc., a Delaware corporation (the ?Company?), and each purchaser identified on Schedule 1 hereto (each, including its successors and assigns, a ?Purchaser? and collectively, the ?Purchasers?). In the event that there is only a single Purcha

May 2, 2022 DEFA14A

United States Securities and Exchange Commission Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

United States Securities and Exchange Commission Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy State

May 2, 2022 EX-99.2

Tempest Announces Oral and Poster Presentations at the Upcoming 2022 ASCO Annual Meeting

Exhibit 99.2 Tempest Announces Oral and Poster Presentations at the Upcoming 2022 ASCO Annual Meeting ? Oral presentation for TPST-1120 completed Phase 1 trial results ? Poster presentation for TPST-1495 trial in progress South San Francisco, CA, April 27, 2022 ? Tempest Therapeutics, Inc. (Nasdaq: TPST), a clinical-stage oncology company developing therapeutics that combine both targeted and immu

May 2, 2022 EX-99.1

Tempest Announces Private Placement Financing of $15 Million

Exhibit 99.1 Tempest Announces Private Placement Financing of $15 Million South San Francisco, Calif., April 27, 2022 (GLOBE NEWSWIRE) ? Tempest Therapeutics, Inc. (Nasdaq: TPST), a clinical-stage oncology company developing novel therapeutics that combine both targeted and immune-mediated mechanisms, today announced a $15 million private investment in public equity (PIPE) financing from the sale

May 2, 2022 EX-10.2

Registration Rights Agreement, dated April 26, 22, by and among Tempest Therapeutics, Inc. and the persons party thereto

Exhibit 10.2 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this ?Agreement?), dated as of April 26, 2022, by and among Tempest Therapeutics, Inc., a Delaware corporation (the ?Company?), and the purchasers set forth on Schedule 1 hereto (each, a ?Purchaser?, and collectively, the ?Purchasers?), and shall become effective as of the Closing (as defined in the Purchase Agreement,

May 2, 2022 8-K

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Other Events

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): April 26, 2022 TEMPEST THERAPEUTICS, INC. (Exact name of Registrant as Specified in its Charter) Delaware 001-35890 45-1472564 (State or other jurisdiction of incorporation) (Commissi

April 22, 2022 PRE 14A

United States Securities and Exchange Commission Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

Table of Contents United States Securities and Exchange Commission Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Defi

April 14, 2022 424B5

TEMPEST THERAPEUTICS, INC. Up to $6,600,000 Common Stock

Filed Pursuant to Rule 424(b)(5) Registration No. 333-257990 PROSPECTUS SUPPLEMENT (To Prospectus Supplement dated July 23, 2021 To Prospectus dated July 23, 2021) TEMPEST THERAPEUTICS, INC. Up to $6,600,000 Common Stock This prospectus supplement amends and supplements the information in the prospectus, dated July 23, 2021, filed with the Securities and Exchange Commission as a part of our regist

April 1, 2022 10-K/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-K/A (Amendment No. 1) (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 OR ☐ TRA

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-K/A (Amendment No.

April 1, 2022 EX-4.1

Description of Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934

Exhibit 4.1 DESCRIPTION OF THE REGISTRANT?S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 Tempest Therapeutics, Inc. (the ?Company,? or ?we,? ?us,? and ?our?) has one class of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended: our common stock. The following descriptions of our capital stock, provisions of our restated c

April 1, 2022 EX-21.1

Subsidiaries of the Registrant

Exhibit 21.1 Subsidiaries of Tempest Therapeutics, Inc. Name of Subsidiary Jurisdiction of Organization TempestTx, Inc. Delaware, United States Millendo Therapeutics US, Inc. Delaware, United States

March 29, 2022 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-K (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-35890 Tempest Therapeutics, Inc.

March 29, 2022 EX-99.1

Tempest Reports Year End 2021 Financial Results and Provides Corporate Highlights

Exhibit 99.1 Tempest Reports Year End 2021 Financial Results and Provides Corporate Highlights ?First clinical data presentation planned for ASCO: TPST-1120 Phase 1 monotherapy and combination dose escalation and optimization arms ?TPST-1120 randomized study in first-line HCC patients with partner Roche is ongoing, with initial data expected by YE22/early 2023 ?TPST-1495 Phase 1 monotherapy and co

March 29, 2022 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): March 29, 2022 TEMPEST THERAPEUTICS, INC. (Exact name of Registrant as Specified in its Charter) Delaware 001-35890 45-1472564 (State or other jurisdiction of incorporation) (Commissi

March 29, 2022 EX-10.3

Form of Stock Option Agreement under the 2017 Equity Incentive Plan

Tempest - Form of Stock Option Agreement (1-48 Monthly, 1 yr. Cliff) TEMPEST THERAPEUTICS, INC. 2017 EQUITY INCENTIVE PLAN STOCK OPTION AGREEMENT Unless otherwise defined herein, the terms defined in the 2017 Equity Incentive Plan (the ?Plan?) shall have the same defined meanings in this Stock Option Agreement (the ?Option Agreement?). I. NOTICE OF STOCK OPTION GRANT Name: Address: The undersigned

February 17, 2022 SC 13G

TPST / Tempest Therapeutics, Inc. / LAV Regulus Ltd - SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Tempest Therapeutics, Inc. (Name of Issuer) Common Stock, $0.001 par value per share (Title of Class of Securities) 87978U108 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant t

February 14, 2022 EX-99.1

JOINT FILING AGREEMENT February 14, 2022

EX-99.1 2 d287200dex991.htm EX-99.1 EXHIBIT 99.1 JOINT FILING AGREEMENT February 14, 2022 Pursuant to and in accordance with the Securities Exchange Act of 1934, as amended (the “Act”), and the rules and regulations thereunder, each party hereto hereby agrees to the joint filing, on behalf of each of them, of any filing required by such party under Section 13 or Section 16 of the Act or any rule o

February 14, 2022 SC 13G/A

TPST / Tempest Therapeutics, Inc. / ROCHE FINANCE LTD - SC 13G/A Passive Investment

SC 13G/A 1 tm226482d4sc13ga.htm SC 13G/A CUSIP No. 87978U108 SCHEDULE 13G/A Page 1 of 7 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 3)* Tempest Therapeutics, Inc. (Name of Issuer) Common Stock, par value $0.001 (Title of Class of Securities) 87978U108 (CUSIP Number) December 31, 2021 (Date of Event Wh

February 14, 2022 SC 13G/A

TPST / Tempest Therapeutics, Inc. / CITADEL ADVISORS LLC - TEMPEST THERAPEUTICS, INC. Passive Investment

SC 13G/A 1 tm222598d38sc13ga.htm TEMPEST THERAPEUTICS, INC. UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G* (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2 (Amendment No. 1)* Tempest Therapeutics, Inc. (Name of Issuer) Common Stock, $0.001 par value per

February 14, 2022 SC 13G/A

TPST / Tempest Therapeutics, Inc. / Ikarian Capital, LLC - SC 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Tempest Therapeutics, Inc. (Name of Issuer) Common Stock, $0.001 par value (Title of Class of Securities) 60040X103 (CUSIP Number) December 31, 2021 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule p

February 11, 2022 SC 13G

TPST / Tempest Therapeutics, Inc. / Versant Venture Capital VI, L.P. - SC 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1 (b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2 (b) (Amendment No. ) Tempest Therapeutics, Inc. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 87978U108 (CUSIP Number) Dec

February 11, 2022 EX-99.1

JOINT FILING AGREEMENT

EX-99.1 2 d287785dex991.htm EX-99.1 Exhibit 1 JOINT FILING AGREEMENT The undersigned hereby agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned, and any amendments thereto executed by the undersigned shall be filed on behalf of each of the undersigned without the necessity of filing any additional joint filing agreement. The undersigned acknowledge that

January 3, 2022 SC 13G

TPST / Tempest Therapeutics, Inc. / Rock Springs Capital Management LP Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.

December 23, 2021 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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): December 20, 2021 TEMPEST THERAPEUTICS, INC. (Exact name of Registrant as Specified in its Charter) Delaware 001-35890 45-1472564 (State or other jurisdiction of incorporation) (Commi

November 10, 2021 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): November 10, 2021 TEMPEST THERAPEUTICS, INC. (Exact name of Registrant as Specified in its Charter) Delaware 001-35890 45-1472564 (State or other jurisdiction of incorporation) (Commi

November 10, 2021 EX-99.1

Tempest Reports Third Quarter 2021 Financial Results and Provides Corporate Highlights

EX-99.1 2 exhibit991.htm EX-99.1 Exhibit 99.1 Tempest Reports Third Quarter 2021 Financial Results and Provides Corporate Highlights •First patients dosed in first line, randomized, global Phase 1b/2 hepatocellular carcinoma ("HCC") study of TPST-1120 combination regimen, in collaboration with F. Hoffmann La Roche •Exclusive rights to novel oncology target in-licensed from the lab of Russell Vance

November 10, 2021 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 ☐ TRANSITION REPORT PURSUANT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File No. 001-35890 Tempest Therapeuti

September 30, 2021 8-K/A

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 12, 2021 TEMPEST THERAPEUTICS, INC. (Exact name of Registrant as Specified in its Charter) Delaware 001-35890 45-1472564 (State or other jurisdiction of incor

September 24, 2021 8-K

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits

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): September 21, 2021 TEMPEST THERAPEUTICS, INC. (Exact name of Registrant as Specified in its Charter) Delaware 001-35890 45-1472564 (State or other jurisdiction of incorporation) (Comm

September 24, 2021 EX-3.1

Amended and Restated Bylaws of the Registrant

EX-3.1 2 d222030dex31.htm EX-3.1 Exhibit 3.1 THIRD AMENDED AND RESTATED BY-LAWS OF TEMPEST THERAPEUTICS, INC. AS AMENDED TABLE OF CONTENTS Page ARTICLE I STOCKHOLDERS 1.1 Place of Meetings 1 1.2 Annual Meeting 1 1.3 Special Meetings 1 1.4 Notice of Meetings 1 1.5 Voting List 2 1.6 Quorum 2 1.7 Adjournments 3 1.8 Voting and Proxies 3 1.9 Action at Meeting 3 1.10 Nomination of Directors 4 1.11 Notic

August 12, 2021 EX-99.1

Tempest Reports Second Quarter 2021 Financial Results and Provides Corporate Highlights

Exhibit 99.1 Tempest Reports Second Quarter 2021 Financial Results and Provides Corporate Highlights ? Closed merger transaction resulting in public listing (TPST) ? Closed $30M PIPE, extending runway into Q1?23 ? Advancing TPST-1495 and TPST-1120 into targeted patient populations ? Advanced TREX-1 program to potent lead series with in vivo efficacy South San Francisco, CA, August 12, 2021 ? Tempe

August 12, 2021 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 OR ☐ TRANSITION REPORT PURSUANT T

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-35890 Tempest

August 12, 2021 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Results of Operations and Financial Condition

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): August 12, 2021 TEMPEST THERAPEUTICS, INC. (Exact name of Registrant as Specified in its Charter) Delaware 001-35890 45-1472564 (State or other jurisdiction of incorporation) (Commiss

July 23, 2021 424B5

Up to $100,000,000 Common Stock

424B5 1 d180826d424b5.htm 424B5 Table of Contents Filed Pursuant to rule 424(b)(5) Registration File No. 333-257990 PROSPECTUS SUPPLEMENT (to Prospectus dated July 23, 2021) Up to $100,000,000 Common Stock We have entered into Open Market Sale AgreementSM agreement, or the sales agreement, with Jefferies LLC, or Jefferies, dated July 23, 2021, relating to shares of our common stock offered by this

July 23, 2021 8-K

Financial Statements and Exhibits, Other Events

8-K 1 d170353d8k.htm 8-K 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): July 23, 2021 TEMPEST THERAPEUTICS, INC. (Exact name of Registrant as Specified in its Charter) Delaware 001-35890 45-1472564 (State or other jurisdiction of

July 23, 2021 EX-1.1

Sales Agreement, dated July 23, 2021, between the Company and Jefferies LLC

EX-1.1 2 d170353dex11.htm EX-1.1 Exhibit 1.1 OPEN MARKET SALE AGREEMENTSM July 23, 2021 JEFFERIES LLC 520 Madison Avenue New York, New York 10022 Ladies and Gentlemen: Tempest Therapeutics, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell from time to time through Jefferies LLC, as sales agent and/or principal (the “Agent”

July 22, 2021 CORRESP

July 22, 2021

July 22, 2021 Via EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549-3720 Attention: Jessica Ansart Re: Acceleration Request for Tempest Therapeutics, Inc. Registration Statement on Form S-3 (File No. 333-257990) Ladies and Gentlemen: Pursuant to Rule 461 under the Securities Act of 1933, as amended, Tempest Therapeutics, Inc. (t

July 16, 2021 EX-99.5

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

EX-99.5 7 d138850dex995.htm EX-99.5 Exhibit 99.5 UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION On March 29, 2021, Millendo Therapeutics, Inc., a Delaware corporation (“Millendo”), Tempest Therapeutics, Inc., a Delaware corporation (“Tempest”), and Mars Merger Sub, a Delaware corporation and a wholly-owned subsidiary of Millendo (“Merger Sub”) entered into an agreement and plan of me

July 16, 2021 8-K

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): July 16, 2021 TEMPEST THERAPEUTIC

8-K 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): July 16, 2021 TEMPEST THERAPEUTICS, INC. (Exact name of Registrant as Specified in its Charter) Delaware 001-35890 45-1472564 (State or other jurisdiction of incorporation) (Commi

July 16, 2021 EX-99.3

TEMPEST MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

EX-99.3 5 d138850dex993.htm EX-99.3 Exhibit 99.3 TEMPEST MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS You should read the following discussion of our financial condition and results of operations in conjunction with our unaudited Interim Financial Statements and the notes thereto included on the Current Report on Form 8-K/A filed with the Securities and Exc

July 16, 2021 EX-99.4

INDEX TO FINANCIAL STATEMENTS TEMPEST THERAPEUTICS, INC. REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 2 FINANCIAL STATEMENTS AS OF AND FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019: Balance Sheets 5 Statements of Operations 6 Statements o

Exhibit 99.4 INDEX TO FINANCIAL STATEMENTS TEMPEST THERAPEUTICS, INC. REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 2 FINANCIAL STATEMENTS AS OF AND FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019: Balance Sheets 5 Statements of Operations 6 Statements of Convertible Preferred Stock and Stockholders? Deficit 7 Statements of Cash Flows 8 Notes to Financial Statements 9 REPORT OF INDEPENDEN

July 16, 2021 S-3

As filed with the Securities and Exchange Commission on July 16, 2021

S-3 1 d180826ds3.htm S-3 Table of Contents As filed with the Securities and Exchange Commission on July 16, 2021 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 TEMPEST THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 45-1472564 (State or other jurisdicti

July 16, 2021 EX-99.1

TEMPEST’S BUSINESS

Exhibit 99.1 TEMPEST?S BUSINESS Overview Tempest is a clinical-stage oncology company focused on leveraging its deep scientific understanding of cancer biology and medicinal chemistry to develop and advance novel, orally available therapies for the treatment of solid tumors. Tempest?s philosophy is to build a company based upon not only creative science and thoughtful management, but also upon the

July 16, 2021 EX-99.2

RISK FACTORS

Exhibit 99.2 RISK FACTORS You should carefully consider the risks described below. The occurrence of any of the following risks could have a material adverse effect on our business, financial condition, results of operations and future growth prospects or cause our actual results to differ materially from those contained in forward-looking statements we have made or may make from time to time. In

July 16, 2021 EX-4.4

TEMPEST THERAPEUTICS, INC., Dated as of [●], 20[●] Debt Securities

EX-4.4 2 d180826dex44.htm EX-4.4 Exhibit 4.4 TEMPEST THERAPEUTICS, INC., Issuer AND [TRUSTEE], Trustee INDENTURE Dated as of [●], 20[●] Debt Securities TABLE OF CONTENTS Page ARTICLE 1 DEFINITIONS 1 Section 1.01 Definitions of Terms. 1 ARTICLE 2 ISSUE, DESCRIPTION, TERMS, EXECUTION, REGISTRATION AND EXCHANGE OF SECURITIES 4 Section 2.01 Designation and Terms of Securities. 4 Section 2.02 Form of S

July 15, 2021 SC 13G/A

TPST / Tempest Therapeutics, Inc. / Rock Springs Capital Management LP Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No.

July 12, 2021 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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): July 12, 2021 TEMPEST THERAPEUTICS, INC. (Exact name of Registrant as Specified in its Charter) Delaware 001-35890 45-1472564 (State or other jurisdiction of incorporation) (Commissio

July 8, 2021 SC 13G

TPST / Tempest Therapeutics, Inc. / Rock Springs Capital Management LP Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.

July 7, 2021 EX-10.1

Form of Indemnification Agreement

Exhibit 10.1 DIRECTOR AND OFFICER INDEMNIFICATION AGREEMENT THIS INDEMNIFICATION AGREEMENT (this ?Agreement?) is entered into as of the day of , , by and between Tempest Therapeutics, Inc., a Delaware corporation (the ?Company?), and (?Indemnitee?). RECITALS A. The Company is aware that competent and experienced persons are increasingly reluctant to serve or continue serving as directors or office

July 7, 2021 EX-10.1

2017 Equity Incentive Plan

EX-10.1 3 d184348dex101.htm EX-10.1 Exhibit 10.1 TEMPEST THERAPEUTICS, INC. 2017 EQUITY INCENTIVE PLAN 1. Purposes of the Plan. The purposes of this Plan are: • to attract and retain the best available personnel for positions of substantial responsibility, • to provide additional incentive to Employees, Directors and Consultants, and • to promote the success of the Company’s business. The Plan per

July 7, 2021 S-8

As filed with the Securities and Exchange Commission on July 6, 2021

As filed with the Securities and Exchange Commission on July 6, 2021 Registration No.

July 7, 2021 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

8-K 1 d69289d8k.htm 8-K 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): July 1, 2021 TEMPEST THERAPEUTICS, INC. (Exact name of Registrant as Specified in its Charter) Delaware 001-35890 45-1472564 (State or other jurisdiction of in

July 7, 2021 EX-10.2

2011 Equity Incentive Plan

EX-10.2 4 d184348dex102.htm EX-10.2 Exhibit 10.2 INCEPTION 2, INC. 2011 EQUITY INCENTIVE PLAN ADOPTED BY THE BOARD OF DIRECTORS: October 5, 2011 APPROVED BY THE STOCKHOLDERS: October 5, 2011 TERMINATION DATE: October 5, 2021 1. GENERAL. (a) Eligible Stock Award Recipients. The persons eligible to receive Stock Awards are Employees, Directors and Consultants. (b) Available Stock Awards. The Plan pr

July 7, 2021 EX-10.4

Employment Agreement, dated July 7, 2021, by and between the Company and Samuel Whiting, M.D., Ph.D.

EXHIBIT 10.4 TEMPEST THERAPEUTICS, INC. 7000 Shoreline Court, Suite 275 South San Francisco, California 94080 July 7, 2021 Via Email Only [email protected] Sam Whiting, M.D., Ph.D. RE: EXECUTIVE EMPLOYMENT AGREEMENT Dear Sam: On behalf of Tempest Therapeutics, Inc. (?Tempest?, or the ?Company?), it is my pleasure to confirm the terms and conditions of your continued employment as Tempest?s Ch

July 7, 2021 EX-10.3

Employment Agreement, dated July 7, 2021, by and between the Company and Thomas Dubensky, Ph.D.

EX-10.3 4 d69289dex103.htm EX-10.3 EXHIBIT 10.3 TEMPEST THERAPEUTICS, INC. 7000 Shoreline Court, Suite 275 South San Francisco, California 94080 July 7, 2021 Via Email Only [email protected] Tom Dubensky, Ph.D. RE: EXECUTIVE EMPLOYMENT AGREEMENT Dear Tom: On behalf of Tempest Therapeutics, Inc. (“Tempest”, or the “Company”), it is my pleasure to confirm the terms and conditions of your conti

July 7, 2021 EX-10.2

Employment Agreement, dated July 7, 2021, by and between the Company and Stephen Brady

EXHIBIT 10.2 TEMPEST THERAPEUTICS, INC. 7000 Shoreline Court, Suite 275 South San Francisco, California 94080 July 7, 2021 Via Email Only [email protected] Mr. Stephen R. Brady Chief Executive Officer RE: EXECUTIVE EMPLOYMENT AGREEMENT Dear Steve: On behalf of Tempest Therapeutics, Inc. (?Tempest?, or the ?Company?), it is my pleasure to confirm the terms and conditions of your continued employ

July 1, 2021 EX-99.1

Total Equity (Deficit)

Exhibit 99.1 The following information relates to Tempest?s financial results as of March 31, 2021 and the three month period then ended. Tempest Therapeutics, Inc. Interim Financial Information TEMPEST THERAPEUTICS, INC. BALANCE SHEETS (in thousands except share and per share amounts) (Unaudited) March 31, 2021 December 31, 2020 ASSETS CURRENT ASSETS: Cash and cash equivalents $ 27,440 $ 18,820 P

July 1, 2021 EX-99.2

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

EX-99.2 4 d12343dex992.htm EX-99.2 Exhibit 99.2 UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION On March 29, 2021, Millendo Therapeutics, Inc., a Delaware corporation (“Millendo”), Tempest Therapeutics, Inc., a Delaware corporation (“Tempest”), and Mars Merger Sub, a Delaware corporation and a wholly-owned subsidiary of Millendo (“Merger Sub”) entered into an agreement and plan of mer

July 1, 2021 EX-16.1

Letter dated July 1, 2021 from Deloitte & Touche LLP to the Securities and Exchange Commission.

EX-16.1 2 d12343dex161.htm EX-16.1 Exhibit 16.1 July 1, 2021 Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549-7561 Dear Sirs/Madams: We have read Item 4.01 of Tempest Therapeutics, Inc. Form 8-K/A dated July 1, 2021, and have the following comments: 1. We are in agreement with the statements made in part (a) Dismissal of Independent Registered Public Accounting Firm. 2.

July 1, 2021 8-K/A

Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant

8-K/A 1 d12343d8ka.htm 8-K/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A (AMENDMENT No. 1) 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 25, 2021 TEMPEST THERAPEUTICS, INC. (Exact name of Registrant as Specified in its Charter) Delaware 001-35890 45-1472564 (State o

June 28, 2021 EX-3.2

Certificate of Amendment to the Restated Certificate of Incorporation of the Company, as filed with the Secretary of State of the State of Delaware on June 25, 2021

EX-3.2 3 d196630dex32.htm EX-3.2 CERTIFICATE OF AMENDMENT OF THE RESTATED CERTIFICATE OF INCORPORATION OF MILLENDO THERAPEUTICS, INC. (Pursuant to Section 242 of the General Corporation Law of the State of Delaware) Millendo Therapeutics, Inc. (the “Corporation”), a corporation organized and existing under and by virtue of the provisions of the General Corporation Law of the State of Delaware (the

June 28, 2021 8-K

Regulation FD Disclosure, Changes in Control of Registrant, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Material Modification to Rights of Security Holders, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Completion of Acquisition or Disposition of Assets

8-K 1 d196630d8k.htm 8-K 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 25, 2021 Tempest Therapeutics, Inc. (Exact name of registrant as specified in its charter) Delaware 45-1472564 (State or other jurisdiction of incorporat

June 28, 2021 EX-3.1

Certificate of Amendment to the Restated Certificate of Incorporation of the Company, as filed with the Secretary of State of the State of Delaware on June 24, 2021

EX-3.1 2 d196630dex31.htm EX-3.1 Exhibit 3.1 CERTIFICATE OF AMENDMENT TO THE RESTATED CERTIFICATE OF INCORPORATION OF MILLENDO THERAPEUTICS, INC. (Pursuant to Section 242 of the General Corporation Law of the State of Delaware) Millendo Therapeutics, Inc. (the “Corporation”), a corporation organized and existing under and by virtue of the provisions of the General Corporation Law of the State of D

June 28, 2021 EX-99.1

Tempest Closes Merger with Millendo and Completes PIPE Financing

EX-99.1 4 d196630dex991.htm EX-99.1 Exhibit 99.1 Tempest Closes Merger with Millendo and Completes PIPE Financing South San Francisco, CA, June 28, 2021 –Tempest Therapeutics, Inc. (Nasdaq: TPST) (“Tempest”), a clinical-stage oncology company developing potentially first-in-class therapeutics that combine both targeted and immune-mediated mechanisms, announced today the closing of its merger with

June 23, 2021 8-K

Financial Statements and Exhibits, Other Events, Submission of Matters to a Vote of Security Holders

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 22, 2021 MILLENDO THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-35890 45-1472564 (State or other jurisdiction of incorporation) (Commissi

June 23, 2021 EX-99.1

Tempest and Millendo Announce Stockholder Approval of Merger

Exhibit 99.1 Tempest and Millendo Announce Stockholder Approval of Merger ? Tempest to Trade on Nasdaq Public Markets Under Ticker ?TPST? South San Francisco, CA, and Ann Arbor, Mich. June 22, 2021 ?Tempest Therapeutics, Inc. (?Tempest?), a clinical-stage oncology company developing potentially first-in-class therapeutics that combine both targeted and immune-mediated mechanisms, and Millendo Ther

June 11, 2021 425

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, 2021 MILLENDO THERAPEUTI

425 1 d165428d8k.htm 8-K 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, 2021 MILLENDO THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-35890 45-1472564 (State or other jurisdiction of

June 11, 2021 8-K

Other Events

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, 2021 MILLENDO THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-35890 45-1472564 (State or other jurisdiction of incorporation) (Commissi

May 13, 2021 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q _____________________________________________________________________ ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-35890 Millen

May 11, 2021 424B3

PROPOSED MERGER YOUR VOTE IS VERY IMPORTANT

Table of Contents Filed Pursuant to Rule 424(b)(3) Registration No. 333-255198 PROPOSED MERGER YOUR VOTE IS VERY IMPORTANT To the Stockholders of Millendo Therapeutics, Inc. and Tempest Therapeutics, Inc., Millendo Therapeutics, Inc., a Delaware corporation, or Millendo, and Tempest Therapeutics, Inc., a Delaware corporation, or Tempest, entered into an Agreement and Plan of Merger, or the Merger

May 10, 2021 S-4/A

- S-4/A

As filed with the Securities and Exchange Commission on May 10, 2021 Registration No.

May 10, 2021 EX-99.1

Form of Preliminary Proxy Card of Millendo Therapeutics, Inc.

Exhibit 99.1 VOTE BY INTERNET?www.proxyvote.com Use the Internet to transmit your voting instructions and for electronic delivery of information. Vote by 11:59 P.M. ET on 06/21/2021. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form. During The Meeting?Go to www.virtualshareholdermeeting.

May 7, 2021 CORRESP

[Remainder of Page Intentionally Left Blank]

Millendo Therapeutics, Inc. 110 Miller Avenue, Suite 100 Ann Arbor, Michigan 48104 May 7, 2021 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Jeffrey Gabor Re: Millendo Therapeutics, Inc. Registration Statement on Form S-4 File No. 333-255198 Request for Acceleration Ladies and Gentlemen: Pursuant to Rule 461 promul

May 4, 2021 EX-10.3

Loan and Security Agreement, dated January 15, 2021, by and among Oxford Finance LLC, the Lenders party thereto, and Tempest

EX-10.3 6 d150774dex103.htm EX-10.3 Exhibit 10.3 LOAN AND SECURITY AGREEMENT THIS LOAN AND SECURITY AGREEMENT (as the same may from time to time be amended, modified, supplemented or restated, this “Agreement”) dated as of January 15, 2021 (the “Effective Date”) among OXFORD FINANCE LLC, a Delaware limited liability company with an office located at 115 South Union Street, Suite 300, Alexandria, V

May 4, 2021 EX-10.1

Lease Agreement, dated February 22, 2019, by and between ARE-San Francisco No. 17, LLC and Tempest Therapeutics, Inc.

Exhibit 10.1 LEASE AGREEMENT THIS LEASE AGREEMENT (this “Lease”) is made this 22nd day of February 2019, between ARE-SAN FRANCISCO NO. 17, LLC, a Delaware limited liability company (“Landlord”), and TEMPEST THERAPEUTICS, INC., a Delaware corporation (“Tenant”). Building: 7000 Shoreline Court, South San Francisco, California Premises: That portion of second floor of the Building commonly known as S

May 4, 2021 EX-10.2

First Amendment to Lease, dated June 28, 2019, by and between ARE-San Francisco No. 17, LLC and Tempest Therapeutics, Inc.

Exhibit 10.2 FIRST AMENDMENT TO LEASE This First Amendment to Lease (this ?First Amendment?) is made as of June 28, 2019, by and between ARE-SAN FRANCISCO NO. 17, LLC, a Delaware limited liability company (?Landlord?), and TEMPEST THERAPEUTICS, INC., a Delaware corporation (?Tenant?). RECITALS A. Landlord and Tenant are now parties to that certain Lease Agreement dated as of February 22, 2019 (the

May 4, 2021 EX-4.2

Form of Tempest Therapeutics, Inc. Warrant to Purchase Stock

Exhibit 4.2 THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AS SET FORTH IN SECTIONS 5.3 AND 5.4 BELOW, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND LAWS OR, IN THE OPINION OF LEGAL COUNSEL IN FORM AND SUBSTAN

May 4, 2021 S-4/A

- S-4/A

Table of Contents As filed with the Securities and Exchange Commission on May 3, 2021 Registration No.

April 29, 2021 10-K/A

Annual Report - 10-K/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-K/A (Amendment No.

April 15, 2021 S-8

- S-8

As filed with the Securities and Exchange Commission on April 15, 2021 Registration No.

April 13, 2021 S-4

Power of Attorney (included in the signature page hereto)

Table of Contents As filed with the Securities and Exchange Commission on April 13, 2021 Registration No.

April 13, 2021 EX-99.6

Consent of Tom Woiwode to be named as director

EX-99.6 9 d150774dex996.htm EX-99.6 Exhibit 99.6 CONSENT OF TOM WOIWODE Pursuant to Rule 438 promulgated under the Securities Act of 1933, as amended, the undersigned hereby consents to be named in the Registration Statement on Form S-4 of Millendo Therapeutics, Inc., a Delaware corporation (the “Company”), and any amendments or supplements thereto, including the prospectus contained therein, as a

April 13, 2021 EX-99.2

Consent of Stephen Brady to be named as director

Exhibit 99.2 CONSENT OF STEPHEN BRADY Pursuant to Rule 438 promulgated under the Securities Act of 1933, as amended, the undersigned hereby consents to be named in the Registration Statement on Form S-4 of Millendo Therapeutics, Inc., a Delaware corporation (the “Company”), and any amendments or supplements thereto, including the prospectus contained therein, as an individual who has agreed to ser

April 13, 2021 SC 13D/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)* Millendo Therapeutics, Inc. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of

Schedule 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)* Millendo Therapeutics, Inc. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 60040X103 (CUSIP Number) Louis S. Citron, Esq. New Enterprise Associates 1954 Greenspring Drive, Suite 600, Timonium, MD 210

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