Tempest Therapeutics, Inc. 10-Q

Item 5. Other Information Success Bonus Agreements On August 11, 2025, we entered into success bonus agreements (each, a “Success Bonus Agreement” and, together, the “Success Bonus Agreements”), with certain individuals, including Stephen Brady, our Chief Executive Officer and President, Samuel Whiting, our Executive Vice President and Chief Medical Officer, Nicholas Maestas, our Chief Financial Officer and Corporate Secretary, and Justin Trojanowski, our Corporate Controller, Treasurer and principal accounting officer. Pursuant to the Success Bonus Agreements, each of Messrs. Brady, Whiting, Maestas and Trojanowski will be eligible to receive cash bonuses of $333,000, $100,000, $170,000 and $75,000, respectively (each, a “Success Bonus”), in each case, payable in a lump sum upon the consummation (the “Closing Date”) of a Change In Control, as such term is defined in our 2017 Equity Incentive Plan (the “2017 Plan”), that occurs prior to January 31, 2026. Payment of the Success Bonuses will be subject to the applicable executive’s continued employment with the Company through the Closing Date, and will be paid within thirty (30) days following the Closing Date. The foregoing description of the Success Bonus Agreements does not purport to be complete and is qualified in its entirety by reference to the full text of the form of Success Bonus Agreement, a copy of which is filed as Exhibit 10.6 hereto and is incorporated herein by reference. Amended and Restated Offer Letter On August 11, 2025, we entered into an amended and restated offer letter with Mr. Trojanowski (the “A&R Offer Letter”). Pursuant to his A&R Offer Letter, Mr. Trojanowski will receive an annual base salary of $266,680 and will be eligible to receive an annual discretionary bonus of 25% of his base salary. In the event that Mr. Trojanowski employment is terminated by us without Cause or he resigns for Good Reason (as such terms are defined in the A&R Offer Letter), within six months following a Change in Control (as such term is defined in the A&R Offer Letter), then, provided that he executes and makes effective a release of claims against the Company and its affiliates, Mr. Trojanowski will be entitled to receive (i) a lump-sum amount equal to the sum of (a) three months of his base salary, plus (b) an amount equal to any annual bonus for any completed calendar year, to the extent earned but not yet paid at the time of such termination, plus (c) a prorated target annual bonus for the fiscal year in which the termination occurs; and (ii) if elected, three months of health insurance coverage under COBRA, subject to normal COBRA termination rules. The foregoing description of the A&R Offer Letter does not purport to be complete and is qualified in its entirety by reference to the full text of the A&R Offer Letter, a copy of which is filed as Exhibit 10.7 hereto and are incorporated herein by reference. Insider Trading Arrangements During our last fiscal quarter, no director or officer (as defined in Rule 16a-1(f) under the Exchange Act) 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. 81 Table of Contents Item 6. Exhibits The following exhibits are incorporated by reference or filed as part of this report. Incorporation by Reference Exhibit Number Description of Exhibit Form File Number Exhibit Filing Date Filed or Furnished Herewith 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 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 8-K 001-35890 3.1 4/7/2025 3.6 Amended and Restated Bylaws of the Registrant 8-K 001-35890 3.1 9/24/2021 4.1 Form of Pre-Funded Warrant 8-K 001-35890 4.1 6/12/2025 10.1 Securities Purchase Agreement, dated June 11, 2025, by and among Tempest Therapeutics, Inc. and the purchaser party thereto. 8-K 001-35890 10.1 6/12/2025 10.2 Form of Consulting Agreement X 10.3* Separation Agreement, dated June 13, 2025, by and between Tempest Therapeutics, Inc. and Stephen Brady. X 10.4* Separation Agreement, dated June 13, 2025, by and between Tempest Therapeutics, Inc. and Samuel Whiting. X 10.5* Separation Agreement, dated June 13, 2025, by and between Tempest Therapeutics, Inc. and Nicholas Maestas. X 10.6 Form of Success Bonus Agreement X 10.7 Amended and Restated Offer Letter, dated August 11, 2025, by and between Tempest Therapeutics, Inc. and Justin Trojanowski. 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 101.INS Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File as its XBRL tags are embedded within the Inline XBRL document X 101.SCH Inline XBRL Taxonomy Extension Schema With Embedded Linkbase Documents X 104 Cover Page formatted as inline XBRL and contained in Exhibit 101 X 82 Table of Contents * 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. ^ These certifications are being furnished solely to accompany this Quarterly 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 reference into any filing of the Registrant, whether made before or after the date hereof, regardless of any general incorporation language in such filing. 83 Table of Contents SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned 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: August 11, 2025 84