What changed in this filing

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Item 9A. Controls and Procedures

2026-03-30 compared with 2025-03-27 · 527 added, 33 removed, 126 unchanged (82% of the section changed)

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Not applicable.

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.

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.

Board of Directors

The following table sets forth information regarding each member of our board of directors (the “Board”), including their ages as of March 1, 2026.

There are no family relationships among any of our directors.

Director Since

Matthew Angel (1)

Chief Executive Officer, President and Director

Stephen Brady (2)

Chair of the Board

Christine Pellizzari

Michael Raab (2)

Ronit Simantov

Angel was appointed as the Company’s Chief Executive Officer, President and director, effective immediately following the Closing of the Asset Acquisition.

Raab, Chair of the Board since 2021, in light of his other professional commitments and in consideration of our current strategic objectives, determined that it would be appropriate to transition the role of Chair of the Board to a successor.

Accordingly, Mr.

Raab proposed that Mr.

Brady succeed him, which the Board approved, effective immediately following the Closing of the Asset Acquisition.

Matthew Angel

Matthew Angel has served as our Chief Executive Officer, President and as a member of our Board since February 2026.

Angel is the Co-Founder and Chairman of the Board of Directors of Factor Bioscience Inc.

(“Factor”) and previously served as Factor’s President and Chief Executive Officer from 2011 to February 2026.

From January 2023 to December 2023, Dr.

Angel served as President and Chief Executive Officer and as a director of Ernexa Therapeutics Inc.

(f/k/a Eterna Therapeutics Inc.).

From May 2022 to December 2022, Dr.

Angel served as Interim President, Chief Executive Officer and as a director of Ernexa Therapeutics Inc.

Angel co-founded Exacis Biotherapeutics Inc.

(“Exacis”) and served as the Chief Science Officer, Secretary, Treasurer and as a director of Exacis from 2020 until the sale of Exacis in May 2023.

Angel also co-founded and served as the Chief Science Officer, Secretary and as a director of Novellus, Inc., from 2014 until the sale of Novellus in July 2021.

Angel received a Ph.D.

from the Massachusetts Institute of Technology in 2012 and a B.S.

in Engineering from Princeton University in 2003.

Angel’s role as our Chief Executive Officer, his business expertise and his prior leadership roles in biotechnology companies provides him with the qualifications and skills to serve as a member of our Board.

Stephen Brady

Stephen Brady has served as a member of our Board since June 2021.

Brady served as our Chief Executive Officer from June 2021 until February 2026 and as our President from September 2023 to February 2026.

Brady also served as President and Chief Operating Officer of our legacy company from September 2019 until June 2021.

Previously, from September 2013 until April 2019, Mr.

Brady served in various leadership positions, most recently as Executive Vice President, Strategy and Finance, at Immune Design, Inc., a biopharmaceutical company that was acquired by Merck & Co., Inc.

(“Merck”) in 2019.

At Immune Design, Mr.

Brady led the general and administrative functions at the company, including strategy, corporate development, finance and investor and public relations.

Prior to Immune Design, he held roles of increasing responsibility in multiple biopharmaceutical companies, including as Vice President of Corporate Development at Proteolix, where he had primary responsibility for the company’s business development activities and sale to Onyx Pharmaceuticals.

Brady served as a member of the board of directors of Atreca, Inc.

from July 2021 to May 2024, and has served as a member of the board of the Biotechnology Innovation Organization (BIO), Emerging Companies Section Governing Board, since 2022.

Brady received a B.A.

in English from the University of Oregon, a J.D.

from the University of the Pacific and an LL.M.

from New York University School of Law.

Brady’s prior role as our Chief Executive Officer, his business expertise and his prior leadership roles in biotechnology companies provides him with the qualifications and skills to serve as a member of our Board.

Christine Pellizzari

Christine Pellizzari has served as a member of our Board since July 2021.

Pellizzari has served as the Chief Legal Officer of Cleerly, Inc.

since September 2025 and as the Principal of CAP Strategic Advisory Services since May 2024.

previously served as the Chief Legal and Human Resources Officer of Science 37 Holdings, Inc.

(Science 37) from July 2021 to May 2024.

Pellizzari has served as a director and member of audit and compensation committees of Imunon, Inc.

(formerly Celsion Corporation) since June 2021 and a director and member of the audit and compensation committees of Neurosense Therapeutics Ltd.

since December 2021.

Pellizzari served as Chief Legal Officer of Insmed, Inc.

from 2018 to 2021 and prior to that as the General Counsel and Corporate Secretary from 2013 to 2018.

Prior to joining Insmed, Ms.

Pellizzari held various legal positions of increasing responsibility at Aegerion Pharmaceuticals, Inc., most recently as Executive Vice President, General Counsel and Secretary.

Prior to Aegerion, Ms.

Pellizzari served as Senior Vice President, General Counsel and Secretary of Dendrite International, Inc.

Pellizzari joined Dendrite from the law firm of Wilentz, Goldman & Spitzer where she specialized in health care transactions and related regulatory matters.

She previously served as law clerk to the Honorable Reginald Stanton, Assignment Judge for the Superior Court of New Jersey.

Pellizzari received her B.A.

from the University of Massachusetts, Amherst and her J.D.

from the University of Colorado, Boulder.

Pellizzari’s legal, financial and business expertise in the biotechnology industry, including her experience in the capital markets and financial and legal compliance, qualifies her to serve as a member of our Board.

Michael Raab has served as a member of our Board since June 2021, and served as Chairman of our Board from June 2021 until February 2026 and as a member and Chairman of the board of directors of our legacy company from December 2018 until June 2021.

Raab has served as Ardelyx Inc.’s President and Chief Executive Officer since March 2009 and as a member of the board of directors since 2008.

Before Ardelyx, Mr.

Raab was a partner at New Enterprise Associates (“NEA”), where he focused on the biotechnology and pharmaceutical sectors.

Prior to joining NEA, Mr.

Raab spent 15 years in commercial and operating leadership roles in the biotech and pharmaceutical industries, including serving as Senior Vice President, Therapeutics and General Manager of the Renal Division at Genzyme Corporation, or Genzyme, a biotechnology company.

Raab also spent two years with Genzyme’s diagnostic products and services division.

Before Genzyme, Mr.

Raab held business development and sales and marketing positions at Repligen Corporation, a life sciences company, and Bristol-Myers Corporation.

Raab has been the lead independent director of Amicus Therapeutics, Inc.

Raab received his B.A.

from DePauw University.

Raab’s industry and investment experience qualifies him to serve as a member of our Board.

Ronit Simantov, M.D.

has served as member of our Board since August 2021.

Simantov has served as Chief Medical Officer of Gamida Cell Ltd.

since July 2017 and as the Chief Scientific Officer since July 2021.

From July 2021 to July 2023, Dr.

Simantov served as a member of the board of directors of Clovis Oncology, Inc.

Prior to joining Gamida Cell, Dr.

Simantov served as Vice President, Oncology Global Medical Affairs at Pfizer Inc., where she was responsible for multiple oncology programs in various roles.

Prior to Pfizer, Dr.

Simantov served as Vice President of Clinical Research at OSI Pharmaceuticals, as Chief Medical Officer at CuraGen Corporation (acquired by Celldex) where she led development of small molecules and antibody-drug conjugates, and at Bayer HealthCare Pharmaceuticals, where she led the Phase 3 study of Nexavar® (sorafenib) resulting in the first approval of a tyrosine kinase inhibitor in renal cell carcinoma.

Prior to joining industry, Dr.

Simantov spent seven years on the academic faculty at Weill Medical College of Cornell University, where she directed the fellowship program and conducted angiogenesis and vascular biology research.

She has authored over 40 peer-reviewed manuscripts.

Simantov holds an M.D.

from New York University School of Medicine and a B.A.

from Johns Hopkins University.

She completed a residency in internal medicine at New York Hospital Cornell Medical Center, and a fellowship in hematology and oncology at Weill Cornell Medicine.

Simantov’s extensive clinical and scientific experience provides her with the qualifications and skills to serve as a member of our Board.

Executive Officers

The following table sets forth information regarding our executive officers who are not listed above as a member of our board of directors, including their ages as of March 1, 2026.

There are no family relationships among any of our executive officers.

Matthew Angel (1)

Chief Executive Officer, President and Director

Nicholas Maestas

Chief Financial Officer and Corporate Secretary

Angel was appointed as the Company’s Chief Executive Officer, President and director, effective immediately following the Closing.

Biographical information for Dr.

Angel is included above with the director biographies under the caption “Board of Directors.”

Nicholas Maestas

Maestas has served as our Chief Financial Officer and Head of Corporate Strategy since January 2025, having previously served as Vice President, Finance and Strategy from July 2021 through December 2024, and has served as our Corporate Secretary since September 2022.

Prior to joining us, Mr.

Maestas served as the head of FP&A and strategic finance at Alector, a biopharmaceutical company that develops therapies for the treatment of neurodegeneration diseases, from July 2019 to July 2021.

Prior to joining Alector, from November 2014 to July 2019, Mr.

Maestas served in a variety of roles at Immune Design, an oncology immunotherapy company that was acquired by Merck in 2019, including as Senior Director, Corporate Development & Operations from January to July 2019 and Director, Corporate Development & Operations from January 2017 to December 2018.

Maestas received a B.A.

in Molecular and Cell Biology from the University of California, Berkeley and an M.B.A.

from The Wharton School, University of Pennsylvania.

Corporate Governance

Audit Committee

The Board has a separately designated Audit Committee (the “Audit Committee”) established in accordance with Section 3(a)(58)(A) of the Exchange Act to oversee the Company’s corporate accounting and financial reporting processes and audits of its financial statements.

Geoff Nichol, Christine Pellizzari and Michael Raab, served as members of the Audit Committee during 2025 with Ms.

Pellizzari serving as Chair.

On February 3, 2026, Dr.

Nichol resigned from the Board and all committees thereof and Ronit Simantov was appointed to the Audit Committee to fill the vacancy created by Dr.

Nichol’s resignation.

The Board determined that each current member of the Audit Committee satisfies the independence requirements under Nasdaq listing standards and Rule 10A-3(b)(1) of the Exchange Act.

Our Board has determined that Ms.

Pellizzari is an “audit committee financial expert” within the meaning of SEC regulations.

Each member of the Audit Committee can read and understand fundamental financial statements in accordance with applicable requirements.

In arriving at these determinations, our Board has examined each Audit Committee member’s scope of experience and the nature of their employment.

The primary purpose of the Audit Committee is to discharge the responsibilities of the Board with respect to the corporate accounting and financial reporting processes, systems of internal control and financial statement audits, and to oversee the independent registered public accounting firm.

Code of Business Conduct and Ethics

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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.

Insider Trading Policy

We have adopted an insider trading policy governing the purchase, sale, and/or other dispositions of the Company’s securities by directors, officers, employees and designated consultants that is designed to promote compliance with insider trading laws, rules and regulations, as well as procedures designed to further the foregoing purposes.

A copy of our insider trading policy was

filed as an exhibit to our Annual Report on Form 10-K for our fiscal year ended December 31, 2024, originally filed with the SEC on March 27, 2025.

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.

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.

Share numbers included in the following tables and footnotes included in this Executive and Director Compensation section have been adjusted for the 1-for-13 reverse stock split (the “Reverse Stock Split”) of our common stock, on April 8, 2025, as applicable.

Summary Compensation Table

The following table sets forth information for each of the last two completed fiscal years regarding compensation awarded to or earned by our Former Chief Executive Officer and the two other most highly compensated executive officers (the “Named Executive Officers”) during the fiscal years indicated:

Name and Principal Position

Incentive Plan

Stephen Brady (5)

Former Chief Executive Officer and President

Samuel Whiting (6)

Former Chief Medical Officer

Nicholas Maestas

Chief Financial Officer

(1) For 2025, such amounts reflect (i) salary paid to our Named Executive Officers, (ii) consulting payments following the Transition (as defined below) of $576,400, $13,950 and $254,100 for Mr.

Whiting and Mr.

Maestas, respectively, and (iii) salary paid to each of Mr.

Brady and Mr.

Maestas following the Rehire Transition (as defined below).

See “— Narrative Disclosure to the Summary Compensation Table — Annual Base Salary ” below.

(1) Amounts reflect (i) the aggregate grant date fair value of the option awards granted to our Named Executive Officers during the relevant fiscal years under our equity incentive plans and (ii) the incremental value of awards accelerated pursuant to the terms of the separation agreements entered into with each of the Named Executive Officers in connection with the Transition during 2025, and related extension, each as computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718 (“ASC 718”).

The assumptions used in calculating the grant date fair value of the options are set forth in the notes to our audited consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025.

These amounts do not reflect the actual economic value that may be realized by the Named Executive Officers.

(2) See “— Narrative Disclosure to Summary Compensation Table—Equity-Based Incentive Awards ” below for a description of the material terms of the program pursuant to which this compensation was awarded.

(3) The amounts reported represent (i) severance benefits of $825,802, $444,662 and $424,946 paid to Mr.

Whiting and Mr.

Maestas, respectively, pursuant to separation agreements we entered into with each of Named Executive Officers in connection with the Transition, and (ii) matching contributions made by us to the Named Executive Officer’s 401(k) plan account in amounts of $10,292, $8,797 and $1,417 for Mr.

Whiting and Mr.

Maestas, respectively.

Brady such severance payments include $600,000, representing 12 months of base salary, a prorated 2025 bonus of $142,738, and COBRA upfront payments of $83,064.

Whiting such severance payments include $361,312, representing nine months of base salary, and a prorated 2025 bonus of $83,350.

Maestas such severance payments include $318,750, representing nine months of base salary, a prorated 2025 bonus of $73,532, and COBRA upfront payments of $32,664.

(4) On February 3, 2026, immediately following the Closing, Mr.

Brady resigned from his positions as the Company’s President and Chief Executive Officer.

Angel was appointed to serve as our President and Chief Executive Officer, succeeding Mr.

Brady in such capacities.

(5) On June 5, 2025, Dr.

Whiting transitioned to a consulting agreement with us, pursuant to which he continued to serve the Company as a consultant.

Narrative Disclosure to the Summary Compensation Table

Annual Base Salary

On June 5, 2025, each of our Named Executive Officers transitioned (collectively, the “Transition”) to consulting agreements with us, pursuant to which they received hourly compensation.

In connection with the Asset Acquisition, on November 19, 2025, we rehired each of Mr.

Brady and Mr.

Maestas on a full-time basis.

During the time period where each of our Named Executive Officers were not employed on a full-time basis, they received compensation pursuant to consulting arrangements.

See “— Consulting and Employment Arrangements ” for additional information.

Our Named Executive Officers received a base salary to compensate them for services rendered to us while employed on a full-time basis.

For 2025, such annual base salaries were $600,000, $481,749 and $425,000 for Mr.

Whiting and Mr.

Maestas, respectively.

The annual base salary payable to each Named Executive Officer was intended to provide a fixed component of compensation reflecting the executive’s skill set, experience, role and responsibilities.

None of our Named Executive Officers is currently party to an employment agreement or other agreement or arrangement that provides for automatic or scheduled increases in base salary.

Equity-Based Incentive Awards

Historically, our equity award program was the primary vehicle for offering long-term incentives to our executives.

We believe that equity awards provided our executives with a strong link to our long-term performance, created an ownership culture and helped to align the interests of our executives and our stockholders.

The use of options also can provide tax and other advantages relative to other forms of equity compensation.

We historically have awarded equity grants broadly to our employees, including our non-executive employees.

Historically, grants to our executives, including the Named Executive Officers, and other employees were made at the discretion of the Board and were generally made upon commencement of employment, promotion or annually during the first quarter of each year.

Moving forward we believe that our equity awards are an important retention tool for our Named Executive Officers, as well as for our other employees.

In connection with our annual grant process, on January 2, 2025, our Compensation Committee approved the grant to each of Mr.

Whiting and Mr.

Maestas of an option to purchase 42,307, 20,768 and 15,383 shares of our common stock, respectively, at an exercise price of $11.18 per share, under our Amended and Restated 2023 Equity Incentive Plan, as amended (the “2023 EIP”).

Each option originally vested in equal monthly installments over a four-year period, subject to the executive’s continuous service to us through each vesting date.

In addition, as described below under “— Consulting and Employment Arrangements ,” on June 5, 2025, we entered into separation agreements with each of Mr.

Whiting and Mr.

Maestas pursuant to which they became entitled to full acceleration of all outstanding unvested equity awards, which became fully vested and exercisable as of June 5, 2025.

See “— Outstanding Equity Awards at Fiscal Year End ” for further information.

Annual Performance-Based Cash Compensation

Historically we have developed a performance-based bonus program annually.

Under the 2025 annual performance-based bonus program, each Named Executive Officer was eligible for an annual performance bonus based on (1) the individual’s target bonus, as a percentage of annual base salary, and (2) the percentage attainment of our 2025 corporate goals established by our Board in its sole discretion and communicated to each officer.

Each Named Executive Officer was assigned a target performance bonus expressed as a percentage of their annual base salary, which for 2025 was 55% for Mr.

Brady, 40% for Dr.

Whiting and 40% for Mr.

As described more fully below under “— Consulting and Employment Arrangements, ” in connection with the Transition, we entered into separation agreements with each of Mr.

Whiting and Mr.

Each separation agreement provided for severance benefits resulting from a termination by us without “cause” under each of Mr.

Whiting’s and Mr.

Maestas’s respective employment agreements, each as described below in “— Change in Control and Severance Arrangements .” As a result, none of Mr.

Whiting and Mr.

Maestas were eligible to receive annual incentive compensation for 2025.

Outstanding Equity Awards at Fiscal Year End

The following table shows for the fiscal year ended December 31, 2025, certain information regarding outstanding equity awards for the Named Executive Officers.

Option Expiration Date

Unexercisable

Exercise Price

Stephen Brady

Samuel Whiting

Nicholas Maestas

(1) As described below under “— Consulting Agreement and Employment Arrangements ,” on June 5, 2025, we entered into separation agreements with each of Mr.

Whiting and Mr.

Maestas pursuant to which they became entitled to full acceleration of all outstanding unvested equity awards, which became fully vested and exercisable as of June 5, 2025.

Consulting and Employment Arrangements

On June 5, 2025, each of Mr.

Whiting and Mr.

Maestas transitioned to consulting agreements with us, pursuant to which they continued to serve the Company in their respective executive roles.

Each consulting agreement had a term of one year, unless earlier terminated by either party thereto.

On November 19, 2025, we rehired each of Mr.

Brady and Mr.

Maestas on a full-time basis, terminating the consulting agreements (collectively, the “Rehire Transition ” ).

Whiting’s consulting agreement remains in effect in a non-executive role.

In connection with the Transition, we entered into a separation agreement with each of Mr.

Whiting and Mr.

Each separation agreement provided for severance benefits resulting from a termination by us without “cause” under each of Mr.

Whiting’s and Mr.

Maestas’s respective employment agreements, as described below under “— Change in Control and Severance Arrangements .” In addition, each of Mr.

Whiting and Mr.

Maestas became entitled to full acceleration of all outstanding unvested equity awards, which became fully vested and exercisable as of June 5, 2025.

The foregoing severance benefits were contingent upon a general release of claims set forth in the separation agreement.

Each of our Named Executive Officers’ employment was “at will” and could have been terminated at any time.

Below is a description of our employment arrangements with each of our Named Executive Officers prior to the Transition.

Stephen Brady

We previously entered into an employment agreement, dated January 12, 2022, with Mr.

Brady that superseded, amended and restated all prior agreements.

Under the terms of the agreement, we agreed to an initial annual base salary, which was increased to $600,000, effective January 1, 2024.

Brady was eligible to receive an annual bonus equal to 55% of his base salary, as determined by the Board in its sole discretion, and certain change in control and severance benefits as discussed below in “— Change in Control and Severance Arrangements .” Mr.

Brady’s employment agreement was terminated in connection with the Transition.

We previously entered into an employment agreement, dated January 12, 2022, with Dr.

Whiting that superseded, amended and restated all prior agreements.

Under the terms of the agreement, we agreed to an initial annual base salary, which was increased to $481,749, effective January 1, 2024.

Whiting was eligible to receive an annual bonus equal to 40% of his base salary, as determined by the Board in its sole discretion, and to certain change in control and severance benefits as discussed

below in “— Change in Control and Severance Arrangements .” Dr.

Whiting’s employment agreement was terminated in connection with the Transition.

Nicholas Maestas

We previously entered into an employment agreement, dated January 1, 2025, with Mr.

Maestas that superseded, amended and restated all prior agreements.

Under the terms of the agreement, we agreed to an initial annual base salary of $425,000.

Maestas was eligible for an annual bonus equal to 40% of his base salary beginning in 2025, as determined by the Board in its sole discretion, and to certain change in control and severance benefits as discussed below in “— Change in Control and Severance Arrangements .” Mr.

Maestas’ employment agreement was terminated in connection with the Transition.

On February 3, 2026 entered into an employment agreement with Mr.

Maestas that superseded, amended and restated all prior agreements.

Under the terms of the agreement, we agreed to an initial annual base salary of $425,000.

Maestas is eligible for an annual bonus equal to 40% of his base salary beginning in 2026, as determined by the Board in its sole discretion, and to certain change in control and severance benefits as discussed below in “— Change in Control and Severance Arrangements .”

Change in Control and Severance Arrangements

Pursuant to the prior employment agreements with our Named Executive Officers (collectively, the “Former Employment Agreements”), if a Named Executive Officer’s employment was terminated by us without Cause or if a Named Executive Officer resigned for Good Reason (each as defined below), they would have been entitled to receive (i) semi-monthly payments equal to the sum of 12 months of the executive’s base salary for Mr.

Brady, 9 months for Dr.

Whiting and 9 months for Mr.

Maestas, plus a prorated portion of the executive’s target annual bonus for the calendar year in which termination occurred and (ii) if the executive elected to continue health insurance coverage under COBRA, the payment of the monthly premium under COBRA until the earlier of 12 months for Mr.

Brady, 9 months for Dr.

Whiting and 9 months for Mr.

Maestas following termination date or the date on which the executive commenced full-time employment or employment that provided eligibility for healthcare benefits substantially comparable to those provided by us.

Moreover, if a Named Executive Officer’s employment was terminated by us without Cause or a Named Executive Officer resigned for Good Reason within three months prior to or 12 months following a Change in Control, then in lieu of the severance benefits described above the Named Executive Officer would have been entitled to receive (i) a lump-sum amount equal to the sum of 18 months for Mr.

Brady, 12 months for Dr.

Whiting and 12 months for Mr.

Maestas of the executive’s then base salary plus the executive’s then annual target bonus at 150% for Mr.

Brady, 100% for Dr.

Whiting and 100% for Mr.

Maestas and (ii) payment of COBRA premiums as described above for up to 18 months for Mr.

Brady, 12 months for Dr.

Whiting and 12 months for Mr.

Our Named Executive Officers’ receipt of any severance benefits under the Former Employment Agreements was subject to the execution and non-revocation of a separation agreement containing, among other things, a general release of claims in favor of us and our related persons and entities, confidentiality, return of property and non-solicitation and non-disparagement covenants.

Further, if we were subject to a Change in Control prior to the termination of a Named Executive Officer’s service, then 100% of any unvested shares subject to any stock options then held by the Named Executive Officer would have vested and become exercisable in full.

Pursuant to his employment agreement with us, dated February 3, 2026, Mr.

Maestas is entitled to severance payments consistent with those provided for under his respective Former Employment Agreement as described above.

Health and Welfare Benefits;

Prior to the Transition, our Named Executive Officers were, and following the Rehire Transition, Mr.

Brady was and Mr.

Maestas is, eligible to participate in our employee benefit plans, including medical, dental, vision, disability and life insurance plans, in each case on the same basis as all of our other full-time employees.

Any part-time employees we hire would not be eligible to participate in our employee benefit plans.

We generally do not provide perquisites or personal benefits to our Named Executive Officers, except in limited circumstances, and we did not provide any perquisites or personal benefits to our Named Executive Officers in 2025.

We participate in a multiple employer tax-qualified 401(k) savings plan which allows participants to defer eligible compensation up to the maximum amount allowed under Internal Revenue Service guidelines.

Under our 401(k) plan, we currently make matching contributions of 100% on up to 4% of an employee’s eligible contributions to the plan, up to a maximum of $14,000 per year.

Clawback Policy

Our Incentive Compensation Recoupment Policy (the “Clawback Policy”), designed to comply with Rule 10D-1 of the Exchange Act and Nasdaq Listing Rule 5608, provides for recoupment of incentive compensation in the event of an accounting restatement resulting from material noncompliance with financial reporting requirements under the relevant securities laws.

The Clawback Policy applies to our current and former executive officers.

Compensation that is granted, earned or vested based wholly or in part upon attainmentof a Financial Reporting Measure (as defined in the Clawback Policy) is subject to recoupment.

Policies and Practices Related to the Grant of Certain Equity Awards Close in Time to the Release of Material Nonpublic Information

From time to time, we grant stock options to our employees, including our named executive officers.

Historically, we have granted new-hire option awards on or soon after a new hire’s employment start date and annual refresh employee option grants in the first quarter of each fiscal year, which refresh grants are typically approved at the regularly scheduled meeting of the Compensation Committee occurring in such quarter.

Also, non-employee directors receive automatic grants of initial and annual stock option awards, on the date of each annual meeting of stockholders, pursuant to the non-employee director compensation policy, as further described under the heading, “ Director Compensation— Non-Employee Director Compensation Program ” below.

We do not otherwise maintain any written policies on the timing of awards of stock options, stock appreciation rights, or similar instruments with option-like features.

The Compensation Committee considers whether there is any material nonpublic information (“MNPI”) about the Company when determining the timing of stock option grants and does not seek to time the award of stock options in relation to our public disclosure of MNPI.

We have not timed the release of MNPI for the purpose of affecting the value of executive compensation.

Director Compensation

Non-Employee Director Compensation Program

The following is a description of the standard compensation arrangements under which our non-employee directors were compensated for their service as directors for the fiscal year ended December 31, 2025, including as members of the various committees of our Board.

Cash Compensation

Each non-employee director received an annual base retainer of $40,000 with the non-executive Board Chair receiving an additional annual base retainer of $35,000.

In addition, our non-employee directors received the following cash compensation for committee services, as applicable:

• each chair of our Audit, Compensation, Nominating and Corporate Governance, and Science & Technology committees received an additional annual retainer of $15,000, $10,000, $8,000 and $8,000, respectively;

• each other non-chair member of our Audit, Compensation, Nominating and Corporate Governance, and Science & Technology committees received an additional annual retainer of $7,500, $5,000, $4,000 and $4,000, respectively.

The following reflects the retainers to be paid to non-employee directors for service on the Board and for service on each committee of the Board on which the director is a member, effective as of January 20, 2026:

• each chair of our Audit, Compensation, Nominating and Corporate Governance, and Science & Technology committees received an additional annual retainer of $20,000, $15,000, $10,000 and $12,000, respectively;

These retainers were payable in arrears in four equal quarterly installments on the last day of each quarter (each such date, a “Retainer Accrual Date”), provided that the amount of such payment will be prorated for any partial months of service.

We also reimburse each of our directors for their travel expenses incurred in connection with their attendance at Board and committee meetings.

Equity Compensation

During 2025, non-employee directors first appointed to the Board were eligible to receive an initial option to purchase 1,923 shares of our common stock (the “Initial Grant”).

Further, on the date of each annual meeting of stockholders, each non-employee director that continued to serve as a non-employee member on our Board would receive an option to purchase 1,230 shares of our common stock (the “Annual Grant”).

Effective as of January 20, 2026, the Initial Grant was increased to 25,000 shares of common stock and the Annual Grant increased to 12,500 shares of common stock.

The shares subject to each Initial Grant will vest over a three-year period, with one-third of the award vesting on the first anniversary of the grant date and the remainder of the award vesting in equal monthly installments thereafter, subject to the non-employee director’s Continuous Service (as defined in the 2023 Plan) through each such vesting date and will vest in full upon a Change in Control (as defined in the 2023 Plan).

The shares subject to the Annual Grant will vest in full on the first anniversary of the date of grant;

provided, that the Annual Grant will in any case be fully vested on the date of Company’s next annual stockholder meeting, subject to the non-employee director’s Continuous Service (as defined in the 2023 Plan) through such vesting date;

provided, further, that the Annual Grant will vest in full upon a Change in Control (as defined in the 2023 Plan).

With respect to a non-employee director who was first elected or appointed to the Board on a date other than the date of the Company’s annual stockholder meeting, upon our first annual meeting of our stockholders following such non-employee director’s first joining the Board, such non-employee director’s first Annual Grant will be pro-rated to reflect the time between such non-employee director’s election or appointment date and the date of such first annual meeting of our stockholders.

Each non-employee director may elect to convert such director’s cash compensation under the Non-Employee Director Compensation Policy into a restricted stock unit (“RSU”) award (such election, a “Retainer Grant Election”).

If a non-employee director timely makes this election, then on the first business day following the applicable Retainer Accrual Date to which the Retainer Grant Election applies, and without any further action by the Board or designated committee of the Board, such non-employee director automatically will be granted a fully vested RSU award under the 2023 Plan covering a number of shares of common stock equal to (a) the aggregate amount of cash compensation otherwise payable to such non-employee director on the Retainer Accrual Date to which the Retainer Grant Election applies divided by (b) the closing sales price per share of the common stock on the applicable Retainer Accrual Date (or, if such date is not a business day, on the first business day thereafter), rounded down to the nearest whole share.

No cash will be paid in lieu of fractional shares.

Notwithstanding the foregoing, any member of our Board that is entitled to the above compensation may elect to forego all or a portion of such compensation from time to time by giving notice to the Company.

Non-Employee Director Compensation Table

The following table sets forth information for the year ended December 31, 2025 regarding the compensation awarded to or earned by our non-employee directors.

Brady is not included in the table below, as he was an employee and received no additional compensation for his service as a director.

As a Named Executive Officer, the compensation received by Mr.

Brady is shown above in “— Executive Compensation—Summary Compensation Table .”

Fees Earned or

Geoff Nichol (3)

Christine Pellizzari

Ronit Simantov

(1) The following table provides information regarding the aggregate number of equity awards granted to our non-employee directors that were outstanding as of December 31, 2025:

Option Awards

Outstanding at

Christine Pellizzari

Ronit Simantov

(2) In connection with our 2025 Annual Meeting of Stockholders, held January 27, 2026, each of Mr.

Pellizzari, Mr.

Simantov received an Annual Grant on January 27, 2026, which is not reflected in the table above.

(3) In connection with Closing of the Asset Acquisition, Mr.

Nichol resigned from our Board effective February 3, 2026.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

Security Ownership of Certain Beneficial Owners and Management

The following table sets forth information regarding beneficial ownership of our common stock as of March 25, 2026, the most recent practicable date for computing beneficial ownership, by:

• each of our Named Executive Officers;

• each of our directors and director nominees;

• each person, or group of affiliated persons, known by us to beneficially own more than 5% of our common stock;

• all of our directors and executive officers as a group.

We have determined beneficial ownership in accordance with the rules of the SEC.

These rules generally attribute beneficial ownership of securities to persons who possess sole or shared voting or investment power with respect to those securities.

Unless otherwise indicated, the persons or entities identified in this table have sole voting and investment power with respect to all shares shown as beneficially owned by them, subject to applicable community property laws.

Applicable percentage ownership is based on 14,344,034 shares of our common stock issued and outstanding as of March 25, 2026.

The number of shares of common stock used to calculate the percentage ownership of each listed person includes the shares of common stock underlying options and warrants held by such persons that are currently exercisable or convertible or will be exercisable or convertible within 60 days of March 25, 2026.

However, we did not deem these shares outstanding for the purpose of computing the percentage ownership of any other person.

Name of Beneficial Owner (1)

Stockholders Owning Greater than 5%:

Entities affiliated with Lotus Capital BVI Limited (2)

Directors and Named Executive Officers:

Matthew Angel (3)

Stephen Brady (4)

Samuel Whiting (5)

Nicholas Maestas (6)

Christine Pellizzari (7)

Michael Raab (8)

Ronit Simantov (9)

All current directors and executive officers as a group (6 persons) (10)

* Less than one percent.

(1) The address for each director and executive officer is c/o Tempest Therapeutics, Inc., 2000 Sierra Point Parkway, Suite 400, Brisbane, California, 94005.

(2) Shares of common stock are held by Erigen LLC.

Lotus Capital BVI Limited is the beneficial owner of such shares.

The address of each of Lotus Capital BVI Limited is Mandar House, 3rd Floor Johnson's Ghut, Tortola VG1110 British Virgin Islands.

(3) Includes 4,837,070 shares of common stock held by Dr.

Angel and 231,482 shares of common stock held by Factor.

Angel is the majority stockholder and Chairman of the Board of Directors of Factor.

and exercises voting and investment power over the shares held by Factor Biosciences Inc.

The address of Factor Biosciences Inc.

is 1035 Cambridge St Ste 17B, Cambridge MA 02141.

(4) Represents (i) 3,613 shares of common stock and (ii) 170,984 shares of common stock subject to options that are exercisable within 60 days of March 25, 2026.

(5) Represents 71,666 shares of common stock subject to options that are exercisable within 60 days of March 25, 2026.

(6) Represents (i) 590 shares of common stock and (ii) 36,333 shares of common stock subject to options that are exercisable within 60 days of March 25, 2026.

(7) Represents 3,869 shares of common stock subject to options that are exercisable within 60 days of March 25, 2026.

(8) Represents 6,274 shares of common stock subject to options that are exercisable within 60 days of March 25, 2026

(9) Represents 3,869 shares of common stock subject to options that are exercisable within 60 days of March 25, 2026.

(10) Represents (i) 5,072,755 shares of common stock and (ii) 221,329 shares of common stock subject to options that are exercisable within 60 days of March 25, 2026

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.

The following table summarizes our equity compensation plan information as of December 31, 2025.

Plan Category

Number of securities to be issued upon exercise of outstanding options, warrants and rights

Weighted-average exercise price of outstanding options, warrants and rights

Number of securities remaining available for issuance under equity compensation plans (excluding securities reflected in column (a))

Equity compensation plans approved by security holders

2019 Employee Stock Purchase Plan

Equity compensation plans not approved by security holders

2023 Inducement Plan (4)

_____________

(1) The weighted-average exercise price excludes any outstanding RSU awards, which have no exercise price.

(2) Our 2019 ESPP provides that the total number of shares reserved for issuance thereunder will automatically increase on January 1 of each year beginning on January 1, 2023, and continuing through (and including) January 1, 2029, by the lesser of (a) 1.5% of the total number of shares of common stock outstanding on December 31st of the preceding calendar year, (b) 38,461 shares of our common stock, or (c) a lesser number determined by our Board prior to the applicable January 1st.

Accordingly, on January 1, 2026, the number of shares of common stock available for issuance under our 2019 ESPP increased by 38,461 shares.

This increase is not reflected in the table above.

(3) The 2023 EIP provides that the total number of shares of our common stock reserved for issuance thereunder will automatically increase on January 1st of each calendar year for a period of up to 10 years, beginning on January 1, 2024, and ending on (and including) January 1, 2033, in an amount equal to (i) 4% of the total number of shares of common stock outstanding on December 31st of the preceding calendar year, or (ii) a lesser number of shares determined by our Board prior to January 1st of a given fiscal year.

Accordingly, on January 1, 2026, the number of shares of common stock available for issuance under our 2023 EIP increased by 197,086 shares (the “Annual Increase”).

In addition, on January 27, 2026, our stockholders approved Amendment No.

1 to the 2023 EIP to increase the number of shares of our common stock issuable under such plan by 1,410,000 shares (“Amendment Increase”).

Neither of the Annual Increase or the Amendment Increase is reflected in the table above.

(4) Consists of shares underlying options granted to employees as inducement awards material to the grantees entering into employment with us pursuant to Nasdaq Rule 5635(c)(4).

Does not reflect 969 shares of common stock granted pursuant to inducement grants made outside of the 2023 Inducement Plan at a weighted average exercise-price of $28.34.

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

Board of Directors and Corporate Governance – Independence of the Board of Directors,” and is hereby incorporated by reference.

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.

Related Person Transactions Policy and Procedures

We have adopted a written Related Person Transactions Policy that sets forth our policies and procedures regarding the identification, review, consideration and approval or ratification of “related-persons transactions.” For purposes of our policy only, a “related-person transaction” is a transaction, arrangement or relationship (or any series of similar transactions, arrangements or relationships) in which we and any “related person” are participants involving an amount that exceeds or will exceed $120,000 or, during such time as we qualify as a “smaller reporting company,” the lesser of (1) $120,000 or (2) 1% of the

average of our total assets for the last two completed fiscal years.

Transactions involving compensation for services provided to us as an employee, director, consultant or similar capacity by a related person are not covered by this policy.

A related person is any executive officer, director, or a holder of more than 5% of our capital stock, including any of their immediate family members, and any entity owned or controlled by such persons.

Certain Related Person Transactions

Other than compensation arrangements for our directors and executive officers, which are described in the section titled “Executive and Director Compensation,” the following is a description of our related person transactions since January 1, 2024 to which we were a party or will be a party.

Erigen Asset Purchase Agreement

As described under “ Business — Recent Developments — Strategic Acquisition of Dual-Targeting CAR-T Programs, ” on November 19, 2025, we executed the Asset Purchase Agreement with the Sellers, pursuant to which the Sellers agreed to sell and transfer to us all right, title and interest of the Sellers in and to the Assets, in exchange for an aggregate purchase price of 8,268,495 shares of our common stock, to be issued to Erigen on behalf of both Sellers.

Erigen is a limited liability company and an affiliate of Factor with two members, Dr.

Angel and Lotus Capital BVI Limited (“Lotus”), who own 58.5% and 41.5% of Erigen, respectively.

At Closing, we issued 8,268,495 shares of our common to Erigen, resulting in Dr.

Angel and Lotus beneficially holding approximately 37% and 26% of our common stock, respectively, immediately following the Closing.

On February 3, 2026, Dr.

Angel was appointed to serve as our President and Chief Executive Officer and as a member of the Board.

Following the Closing, Erigen distributed 4,837,070 shares of common stock to Dr.

Angel, and, as of the date of this Annual Report on Form 10-K, continued to hold 3,431,425 shares of common stock beneficially owned by Lotus.

Factor Amended and Restated License and Collaboration Agreement

As described under “ Business — License and Collaboration Agreements — Factor Amended and Restated License and Collaboration Agreement, ” on February 3, 2026, the Restated Factor License Agreement was assigned to us in connection with the Closing pursuant to the Asset Purchase Agreement.

Pursuant to the Restated Factor License Agreement, we are obligated to meet certain diligence milestones by specified dates and to use commercially reasonable efforts to develop and make commercially available at least one licensed product in the licensed territory.

No upfront payment was paid pursuant to the Restated Factor License Agreement.

We are obligated to pay Factor Bioscience Limited up to $40 million in total upon achievement of certain development milestones for the programs and up to $620 million in total upon achievement of certain commercial milestones for the programs.

In addition, we are required to pay Factor Bioscience Limited mid-single digit to high-teens royalties on net sales of licensed products on a country-by-country and licensed product-by-licensed product basis until expiration of the last to expire valid claim of certain licensed patents covering such licensed product in such country, subject to certain customary reductions, and low-to-mid double digit sublicense fees.

Factor Amended and Restated Master Services Agreement

As described under “ Business — License and Collaboration Agreements — Factor Amended and Restated Master Services Agreement, ” on February 3, 2026 the Restated Factor Services Agreement was assigned to us in connection with the Closing pursuant to the Asset Purchase Agreement.

Pursuant to the Restated Factor Services Agreement, Factor will perform services requested by us on a fee-for-services basis and provide us access to Factor’s facilities as mutually agreed upon in one or more written work orders.

All deliverables developed as a result of Factor’s performance of the services or as set forth in a work order, other than specified improvements, will be our property and confidential information.

Furthermore, Factor granted us a freedom-to-operate license to its background intellectual property solely to the extent necessary or reasonably useful to use, practice or otherwise exploit the deliverables.

Private Placement and Registration Rights Agreement

As described under “ Management’s Discussion and Analysis of Financial Condition and Results of Operations — Private Placement ,” on March 20, 2026, we entered into the Purchase Agreement with (a) the Institutional Investors and (b) Factor Bioscience Inc., pursuant to which we agreed to issue and sell in a Private Placement an aggregate of 462,964 Shares of our common stock, and, in lieu of common stock, pre-funded warrants to purchase up to 462,963 shares of our common stock, in each case accompanied by (i) Series A Warrants to purchase up to 925,927 shares of our common stock and (ii) Series B Warrants to purchase up to 925,927 shares of our common stock.

Angel is the majority stockholder and Chairman of the Board of Directors of Factor Biosciences Inc.

Pursuant to the Purchase Agreement, we sold an aggregate of 231,482 Shares, 231,482 Series

A Warrants and 231,482 Series B Warrants to Factor in exchange for $462,964, before deducting placement agent fees and other offering expenses payable by us.

In connection with the Private Placement, we entered into the Registration Rights Agreement with the Investors, pursuant to which we agreed to file registration statements under the Securities Act with the SEC covering the resale of the Shares to be issued in the Private Placement and the shares of our common stock underlying the Common Warrants and Pre-Funded Warrants no later than 15 calendar days following the date of the Purchase Agreement, and to use reasonable best efforts to have the registration statement declared effective by 45 calendar days following the date of the Purchase Agreement, and in any event no later than 75 calendar days following the date of the Purchase Agreement in the event of a “full review” by the SEC.

Professional Services Agreement

On March 24, 2026, we entered into a Professional Services Agreement, effective April 1, 2026, with YQ Advisors Limited (“YQ”) pursuant to which YQ will provide various business development and corporate development activities to us at an hourly rate of (i) $1,250 for services provided by Andrew Fang and (ii) $250 for services provided by other YQ service providers, up to a maximum aggregate amount of $720,000 per year.

The agreement has a term of 12 months unless extended by mutual written agreement of the parties.

Fang is the son of Bangxia Yang, the beneficial owner of Lotus, a greater than 5% holder of our common stock.

Indemnification

We have entered into indemnification agreements with each of our current directors and officers.

These agreements provide for the indemnification of such persons for all reasonable expenses and liabilities incurred in connection with any action or proceeding brought against them by reason of the fact that they are or were serving in such capacity.

We believe that these indemnification agreements are necessary to attract and retain qualified persons as directors and officers.

Furthermore, we have obtained director and officer liability insurance to cover liabilities our directors and officers may incur in connection with their services to us.

Independence of the Board of Directors;

Executive Sessions

As required under the Nasdaq Capital Market (“Nasdaq”) listing standards, “independent” directors must comprise a majority of a listed company’s board of directors.

In addition, applicable Nasdaq rules require that, subject to specified exceptions, each member of a listed company’s audit committee, compensation committee and nominating and corporate governance committee be independent within the meaning of applicable Nasdaq rules.

Audit Committee members must also satisfy the independence criteria set forth in Rule 10A-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

Our Board undertook a review of the independence of each director and considered whether any director has a material relationship with us that could compromise his or her ability to exercise independent judgment in carrying out his or her responsibilities.

As a result of this review, our Board determined that all of our directors, other than Mr.

Brady, our former Chief Executive Officer and President, qualify as “independent” directors within the meaning of the Nasdaq rules.

Accordingly, a majority of our directors are independent, as required under applicable Nasdaq rules.

The Board also determined that each member of our Audit, Compensation and Nominating and Corporate Governance Committees satisfies the independence standards for such committees established by the SEC and the Nasdaq listing standards, as applicable.

Our non-employee directors have been meeting, and we anticipate that they will continue to meet, in regularly scheduled executive sessions at which only non-employee directors are present.

Principal Accounting Fees and Services .

The following table represents aggregate fees billed to the Company for the fiscal years ended December 31, 2025 and 2024 by Ernst & Young, the Company’s independent registered public accountant.

All fees described below were pre-approved by the Audit Committee.

Fiscal Year Ended

Audit Fees (1)

Audit-related Fees

All Other Fees

(1) Audit fees relate to the audit of our annual financial statements, review of interim financial statements and assistance with registration statements filed with the SEC.

Pre-Approval Policies and Procedures

The Audit Committee has adopted a pre-approval policy under which the Audit Committee approves in advance all audit and permissible non-audit services to be performed by the independent accountants (subject to a de minimis exception).

These services may include audit services, audit-related services, tax services, and other non-audit services.

As part of its pre-approval policy, the Audit Committee considers whether the provision of any proposed non-audit services is consistent with the SEC’s rules on auditor independence.

In accordance with its pre-approval policy, the Audit Committee has pre-approved certain specified audit and non-audit services to be provided by our independent auditor.

If there are any additional services to be provided, a request for pre-approval must be submitted to the Audit Committee for its consideration under the policy.

The Audit Committee generally pre-approves particular services or categories of services on a case-by-case basis.

Finally, in accordance with the pre-approval policy, the Audit Committee has delegated pre-approval authority to the Chair of the Audit Committee.

The Chair must report any pre-approval decisions to the Audit Committee at its next meeting.

The Audit Committee has determined that the rendering of services other than audit services by Ernst & Young is compatible with maintaining the principal accountant’s independence.

EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

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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

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.

Amended and Restated Bylaws of the Registrant

10 unchanged sentences

and Computershare Trust Company, N.A., as rights agent.

Form of Tempest Therapeutics, Inc.

Prefunded Warrant

Form of Tempest Therapeutics, Inc.

Common Stock Warrant

Warrant Agreement (including Form of Warrant), dated February 3, 2026, between the Company, Computershare Inc., a Delaware corporation, and Computershare Trust Company, N.A., as Warrant Agent

2011 Equity Incentive Plan

6 unchanged sentences

Amended and Restated 2019 Employee Stock Purchase Plan

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

Form of Indemnification Agreement

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

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

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

and Tempest Therapeutics, Inc.

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.

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

Tempest Therapeutics, Inc.

Amended and Restated 2023 Equity Incentive Plan

Amendment No.

1 to Tempest Therapeutics, Inc.

Amended and Restated 2023 Equity Incentive Plan

Form of Option Grant Package under the Amended and Restated 2023 Equity Incentive Plan

4 unchanged sentences

Hoffmann-La Roche Ltd.

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

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

and Justin Trojanowski.

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

and Stephen Brady

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

and Samuel Whiting

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

and Nicholas Maestas

Form of Consulting Agreement

Form of Success Bonus Agreement

Asset Purchase Agreement, dated November 19, 2025, by and among Erigen LLC, Factor Bioscience Inc., and Tempest Therapeutics, Inc.

Lock-Up Agreement, dated November 19, 2025, by and between Erigen LLC and Tempest Therapeutics, Inc.

Exclusive License and Collaboration Agreement, dated July 18, 2025, by and between Erigen LLC and Novatim Immune Therapeutics Co., Ltd.

Amended and Restated License and Collaboration Agreement, dated November 19, 2025, by and between Factor Bioscience Limited and Erigen LLC

Amended and Restated Master Services Agreement, dated November 19, 2025, by and between Factor Bioscience Limited and Erigen LLC

Executive Employment Agreement, dated November 19, 2025, by and between the Registrant and Matthew Angel

Executive Employment Agreement, dated February 3, 2026 by and between the Registrant and Nicholas Maestas

Tempest Therapeutics, Inc.

8 unchanged sentences

Incentive Compensation Recoupment Policy

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

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

Inline XBRL Taxonomy Extension Schema With Embedded Linkbase Document

Cover Page formatted as inline XBRL with applicable taxonomy extension contained in Exhibit 101.

Cover Page formatted as Inline XBRL and contained in Exhibit 101

_______________________________________

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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

reference into any filing of the Registrant, whether made before or after the date hereof, regardless of any general incorporation language in such filing.

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.

# 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.

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TEMPEST THERAPEUTICS, INC.

/s/ Stephen Brady

Stephen Brady

/s/ Matthew Angel

Matthew Angel

Chief Executive Officer & President (Principal Executive Officer)

3 unchanged sentences

March 30, 2026

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.

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Matthew Angel 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.

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.

/s/ Stephen Brady

/s/ Matthew Angel

Chief Executive Officer, President and Director (Principal Executive Officer)

March 30, 2026

Stephen Brady

Matthew Angel

/s/ Nicholas Maestas

8 unchanged sentences

Justin Trojanowski

/s/ Michael Raab

/s/ Stephen Brady

Chairman of the Board of Directors

March 30, 2026

/s/ Geoff Nichol

Stephen Brady

/s/ Michael Raab

March 30, 2026

Geoff Nichol, M.B., Ch.B., M.B.A.

/s/ Christine Pellizzari

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures