Tempest Therapeutics, Inc. 10-K

ITEM 9A. CONTROLS AND PROCEDURES Evaluation of Disclosure Controls and Procedures We maintain “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, that are designed to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and accumulated and communicated to our management, including our principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. Our management, with the participation of our Chief Executive Officer (principal executive officer) and Chief Financial Officer & Head of Corporate Strategy (principal financial officer), evaluated the effectiveness of our disclosure controls and procedures (as defined in the Securities Exchange Act of 1934 Rules 13a-15(e) or 15d-15(e)) as required by paragraph (b) of Exchange Act Rules 13a-15 or 15d-15, as of December 31, 2024. Based on the evaluation of our disclosure controls and procedures as of December 31, 2024, our Chief Executive Officer and Chief Financial Officer & Head of Corporate Strategy concluded that, as of such date, our disclosure controls and procedures were effective. Internal Control Over Financial Reporting Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rules 13a-15(f) and 15d (f) under the Exchange Act). Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external reporting purposes in accordance with GAAP. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Our management assessed the effectiveness of our internal control over financial reporting as of December 31, 2024. In making this assessment, management used the criteria set forth by the Committee of Sponsoring organizations of the Treadway Commission (COSO) in Internal Control – Integrated Framework (2013). Based on that assessment, our management concluded that, as of December 31, 2024, our internal control over financial reporting was effective. Attestation Report of the Registered Public Accounting Firm. We are a smaller reporting company, and therefore our independent registered public accounting firm has not issued a report on the effectiveness of internal control over financial reporting. Changes in Internal Control over Financial Reporting There were no changes in internal control over financial reporting during the quarter ended December 31, 2024 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. ITEM 9B. OTHER INFORMATION During the three months ended December 31, 2024 , no director or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K. 114 ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS . Not applicable. 115 PART III Certain information required by Part III is omitted from this report because we will file with the SEC a definitive proxy statement pursuant to Regulation 14A, (the “2025 Proxy Statement”), no later than 120 days after the end of our fiscal year, and certain information included therein is incorporated herein by reference. ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE Executive Officers and Directors The information required by this item will be contained in our 2025 Proxy Statement, under the captions “Information Regarding Director Nominees and Continuing Directors,” “Information Regarding the Board of Directors and Corporate Governance,” “Executive Officers” and “Delinquent Section 16(a) Reports,” if applicable, and is incorporated in this report by reference. Code of Business Conduct and Ethics We have adopted a Code of Business Conduct that applies to all officers, directors and employees. If we ever were to amend or waive any provision of our Code of Conduct that applies to our principal executive officer, principal financial officer, principal accounting officer or any person performing similar functions, we intend to promptly disclose on our website (i) the date and nature of any amendment (other than technical, administrative or other non-substantive amendments) to the Code of Conduct that relates to any element of the code of ethics definition enumerated in Item 406(b) of Regulation S-K and (ii) the nature of any waiver, including an implicit waiver, from a provision of the Code of Conduct that is granted to one of these specified individuals that relates to one or more of the elements of the code of ethics definition enumerated in Item 406(b) of Regulation S-K, the name of such person who is granted the waiver and the date of the waiver. The full text of our Code of Conduct is available at the investors section of our website at www.tempesttx.com. The reference to our website address does not constitute incorporation by reference of the information contained at or available through our website, and you should not consider it to be a part of this Annual Report. ITEM 11. EXECUTIVE COMPENSATION Information regarding our Executive Compensation required by this item will be contained in our 2025 Proxy Statement under the caption “Executive and Director Compensation,” and is hereby incorporated by reference. ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS Ownership of Securities Information regarding our Ownership of Securities required by this item will be contained in our 2025 Proxy Statement under the caption “Security Ownership of Certain Beneficial Owners and Management,” and is hereby incorporated by reference. Equity Compensation Plan Information Information regarding our Equity Compensation Plan required by this item will be contained in our 2025 Proxy Statement under the caption “Equity Compensation Plan Information,” and is hereby incorporated by reference. ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE Information regarding Related Transactions and Director Independence required by this item will be contained in our 2025 Proxy Statement under the caption “Transactions with Related Persons and Indemnification,” and “Information Regarding the 116 Board of Directors and Corporate Governance – Independence of the Board of Directors,” and is hereby incorporated by reference. ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES Information regarding Accounting Fees and Services required by this item will be contained in our 2025 Proxy Statement in Proposal 3 under the captions “—Principal Accountant Fees and Services” and “—Pre-Approval Policies and Procedures,” and is hereby incorporated by reference. 117 PART IV ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES We have filed the following documents as part of this Annual Report: (a)(1) Financial Statements The financial statements are included in Item 8. “Financial Statements and Supplementary Data.” (a)(2) Financial Statement Schedules All schedules are omitted as information required is inapplicable or the information is presented in the financial statements and the related notes. (a)(3) Exhibits Incorporation by Reference Exhibit Number Description of Exhibit Form File Number Exhibit Filing Date Filed or Furnished Herewith 2.1* Agreement and Plan of Merger, dated as of March 29, 2021, by and among Tempest Therapeutics, Inc., Mars Merger Corp. and Tempest Therapeutics, Inc. 8-K 001-35890 2.1 3/29/2021 3.1 Restated Certificate of Incorporation of the Registrant, as amended 10-Q 001-35890 3.1 5/15/2019 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 24, 2021 8-K 001-35890 3.1 6/28/2021 3.3 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 8-K 001-35890 3.2 6/28/2021 3.4 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 8-K 001-35890 3.1 10/11/2023 3.5 Amended and Restated Bylaws of the Registrant 8-K 001-35890 3.1 9/24/2021 4.1 Description of Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934 X 4.2 Form of Tempest Therapeutics, Inc. Warrant to Purchase Stock X 4.3 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 8-K 001-35890 4.1 10/11/2023 4.4 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 8-K 001-35890 4.1 10/10/2024 4.5 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. 8-K 001-35890 4.1 12/06/2024 10.1 + 2011 Equity Incentive Plan S-8 333-257727 10.2 7/7/2021 10.2 + 2017 Equity Incentive Plan S-8 333-257727 10.1 7/7/2021 10.3 + Form of Stock Option Agreement under the 2017 Equity Incentive Plan 10-K 001-35890 10.3 3/29/2022 10.13 + Amended and Restated 2019 Equity Incentive Plan 8-K 001-35890 10.1 6/21/2022 10.14 + Form of Option Grant Package under 2019 Equity Incentive Plan 10-Q 001-35890 10.7 8/12/2019 10.16 + Form of Stock Option Agreement under the Sub Plan for French Residents under 2019 Equity Incentive Plan 10-K 001-35890 10.16 3/11/2020 118 10.17 + Form of Inducement Nonqualified Stock Option Agreement subject to the terms of the 2019 Equity Incentive Plan 10-K 001-35890 10.17 3/11/2020 10.18 + Amended and Restated 2019 Employee Stock Purchase Plan 8-K 001-35890 10.2 6/21/2022 10.19 Loan and Security Agreement, dated January 15, 2021, by and among Oxford Finance LLC, the Lenders party thereto, and Tempest S-4/A 333-255198 10.3 5/4/2021 10.20 + Form of Indemnification Agreement 8-K 001-35890 10.1 7/07/2021 10.21 + Employment Agreement, dated July 7, 2021, by and between the Company and Stephen Brady 8-K 001-35890 10.2 7/07/2021 10.23 + Employment Agreement, dated July 7, 2021, by and between the Company and Samuel Whiting, M.D., Ph.D. 8-K 001-35890 10.4 7/07/2021 10.24 Lease Agreement, dated January 24, 2022, by and between HCP Life Science REIT, Inc. and Tempest Therapeutics, Inc. 10-K 001-35890 10.24 03/22/2023 10.25 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. 8-K 001-35890 10.1 12/29/2022 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 10-K 001-35890 10.26 03/19/2024 10.27 Tempest Therapeutics, Inc. Amended and Restated 2023 Equity Incentive Plan 10-Q 001-35890 10.1 8/10/2023 10.28 Form of Option Grant Package under the Amended and Restated 2023 Equity Incentive Plan 10-Q 001-35890 10.2 8/10/2023 10.29 Tempest Therapeutics, Inc. 2023 Inducement Plan 10-Q 001-35890 10.3 8/10/2023 10.30 Form of Option Grant Package under the 2023 Inducement Plan 10-Q 001-35890 10.4 8/10/2023 10.32# Roche Supply Agreement, dated October 7, 2024, by and between the Registrant and F. Hoffmann-La Roche Ltd. X 10.33 Executive Employment Agreement, dated January 1, 2025, by and between the Registrant and Nicholas Maestas X 19.1 Tempest Therapeutics, Inc. Insider Trading Policy X 21.1 Subsidiaries of the Registrant 10-K/A 001-35890 21.1 4/1/2022 23.1 Consent of Ernst & Young LLP, independent registered public accounting firm X 24.1 Power of Attorney (included on signature page) X 31.1 Certification of Principal Executive Officer pursuant to Rules 13a-14(a) and 15d-14(a) promulgated under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 X 31.2 Certification of Principal Financial Officer pursuant to Rules 13a-14(a) and 15d-14(a) promulgated under the Securities Exchange Act of 1934, as adopted pursuant to section 302 of the Sarbanes-Oxley Act of 2002 X 32.1 ^ Certification of Principal Executive Officer and Principal Financial Officer pursuant to Rules 13a-14(b) and 15d-14(b) promulgated under the Securities Exchange Act of 1934 and 18 U.S.C. Section 1350, as adopted pursuant to section 906 of The Sarbanes-Oxley Act of 2002 X 97.1+ Incentive Compensation Recoupment Policy 10-K 001-35890 97.1 03/19/2024 101.INS Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document X 101.SCH Inline XBRL Taxonomy Extension Schema With Embedded Linkbase Document X 104 Cover Page formatted as inline XBRL with applicable taxonomy extension contained in Exhibit 101. _______________________________________ * Exhibits and/or schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The registrant hereby undertakes to furnish supplementally copies of any of the omitted exhibits and schedules upon request by the SEC. + Indicates management contract or compensatory plan. ^ These certifications are being furnished solely to accompany this Annual Report pursuant to 18 U.S.C. Section 1350, and are not being filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and are not to be incorporated by 119 reference into any filing of the Registrant, whether made before or after the date hereof, regardless of any general incorporation language in such filing. # Pursuant to Item 601(b)(10)(iv) of Regulation S-K, certain portions of this exhibit (indicated by ***) have been omitted because the identified information is not material and is the type that the Registrant treats as private or confidential. ITEM 16. FORM 10-K SUMMARY Not applicable. 120 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. TEMPEST THERAPEUTICS, INC. By: /s/ Stephen Brady Stephen Brady Chief Executive Officer & President (Principal Executive Officer) By: /s/ Nicholas Maestas Nicholas Maestas Chief Financial Officer & Head of Corporate Strategy (Principal Financial Officer) Date: March 27, 2025 KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Stephen Brady and Nicolas Maestas , jointly and severally, as his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign this Annual Report on Form 10-K of Tempest Therapeutics, Inc., and any or all amendments thereto, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises hereby ratifying and confirming all that said attorneys-in-fact and agents, or his, her or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof. 121 Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. Signature Title Date /s/ Stephen Brady Chief Executive Officer, President and Director (Principal Executive Officer) March 27, 2025 Stephen Brady /s/ Nicholas Maestas Chief Financial Officer & Head of Corporate Strategy (Principal Financial Officer) March 27, 2025 Nicholas Maestas /s/ Justin Trojanowski Corporate Controller, Treasurer (Principal Accounting Officer) March 27, 2025 Justin Trojanowski /s/ Michael Raab Chairman of the Board of Directors March 27, 2025 Michael Raab /s/ Geoff Nichol Director March 27, 2025 Geoff Nichol, M.B., Ch.B., M.B.A. /s/ Christine Pellizzari Director March 27, 2025 Christine Pellizzari /s/ Ronit Simantov Director March 27, 2025 Ronit Simantov, M.D. 122