Form 8-K

8-K — Tempest Therapeutics, Inc.

Accession: 0001213900-26-110669

Filed: 2026-10-19

Period: 2026-10-13

CIK: 0001544227

SIC: 2834 (PHARMACEUTICAL PREPARATIONS)

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

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — ea0309028-8k_tempest.htm (Primary)

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):

October 13, 2026

Tempest Therapeutics, Inc.

(Exact name of Registrant as Specified in Its

Charter)

Delaware

001-35890

45-1472564

(State or Other Jurisdiction

of Incorporation)

(Commission File Number)

(IRS Employer

Identification No.)

2000 Sierra Point Parkway, Suite 400

Brisbane, California

94005

(Address of Principal Executive Offices)

(Zip Code)

Registrant’s Telephone Number, Including

Area Code: (415) 798-8589

(Former Name or Former Address, if Changed

Since Last Report)

Check the appropriate box below if the Form 8-K

filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b)

of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on

which registered

Common Stock, $0.001 par value

TPST

The Nasdaq Stock Market LLC

Series A Junior Participating Preferred Purchase Rights

N/A

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant

is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2

of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check

mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting

standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02. Departure of Directors or Certain Officers; Election

of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Appointment of Director

Effective October 13, 2026, the Board of Directors

(the “Board”) of Tempest Therapeutics, Inc. (the “Company”) appointed Mr. John Frederick as a Class III director

of the Board. Mr. Frederick will serve until the Company’s 2027 annual meeting of stockholders and until his successor is duly elected

and qualified, or until his earlier death, resignation or removal.

John Frederick, age 62, is a retired senior financial

and operating executive with more than three decades of leadership experience across public, private equity-backed and venture-backed

companies, principally in technology and technology-enabled businesses. From May 2025 to September 2026, he served as Chief Financial

Officer of Skillsoft Corp. (NYSE: SKIL) (“Skillsoft”) and previously, beginning in August 2024, he served as Skillsoft’s

Chief Transformation Officer, a position in which he oversaw Skillsoft’s business planning. From September 2021 to February

2024, prior to his employment at Skillsoft, Mr. Frederick also held strategic leadership positions of increasing responsibility at Indigo

Ag, Inc., an agriculture technology company, including Global Head of Carbon Commercial Operations and Chief Financial Officer, where

he helped scale the business through a considerable growth phase while reducing core costs and deleveraging the business. Mr. Frederick

acted as an advisor to Indigo Ag, Inc. from March 2021 through September 2021. Mr. Frederick previously held senior positions at a predecessor

Skillsoft entity, serving as Chief Administrative Officer from November 2018 to June 2021 and simultaneously serving as Chief Executive

Officer of SumTotal Systems LLC, a former subsidiary of that entity, from September 2019 to June 2021. In those roles, he led Skillsoft’s

transformation efforts. Among other roles, he has previously held senior finance and administrative roles in several consumer product

and technology companies as well as a predecessor company to a prominent “Big 4” public accounting firm. Mr. Frederick has

served as a member of the Board of Directors of SenSanna, Inc., an early-stage sensor technology business, since August 2016. He has more

than twenty years of experience leading financial, operational and administrative functions within private and public companies ranging

from start-ups through companies with revenue of more than $2 billion. Mr. Frederick holds a Bachelor of Arts in Economics from the University

of Maryland Baltimore County.

As a non-employee director, Mr. Frederick will

be compensated in accordance with the Company’s Non-Employee Director Compensation Policy (the “Compensation Policy”).

Pursuant to the Compensation Policy, Mr. Frederick will receive compensation in connection with his service as a non-employee director,

including an initial option award to purchase 25,000 shares of the Company’s common stock under the Company’s 2023 Equity

Incentive Plan, subject to the terms and conditions of the applicable award agreement and the Compensation Policy. Mr. Frederick has entered

into the Company’s standard form of indemnification agreement, the form of which was previously filed by the Company.

There are no arrangements or understandings between

Mr. Frederick and any other person pursuant to which he was appointed as a director of the Company, there are no family relationships

between Mr. Frederick and any of the Company’s directors or executive officers, and there are no transactions involving Mr. Frederick

requiring disclosure under Item 404(a) of Regulation S-K.

Item 7.01. Regulation FD Disclosure.

On October 14, 2026, the Company issued a press

release entitled “Tempest Appoints John W. Frederick to Board of Directors, Strengthening Financial and Capital Markets Expertise.”

A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

The information furnished in this Item 7.01 (including

Exhibit 99.1) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended

(the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference

in any filing under the Securities Act or the Exchange Act, except as expressly provided by specific reference in such a filing.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Number

Description

99.1

Press Release, dated October 14, 2026, furnished herewith.

104

Cover Page Interactive Data File (embedded within the

Inline XBRL document).

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 hereunto duly authorized.

TEMPEST THERAPEUTICS, INC.

Date: October 19, 2026

By:

/s/

Matthew Angel

Name:

Matthew Angel

Title:

President and Chief Executive Officer

EX-99.1 — PRESS RELEASE, DATED OCTOBER 14, 2026, FURNISHED HEREWITH

EX-99.1

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Exhibit 99.1

Tempest Appoints John W. Frederick to Board

of Directors, Strengthening Financial and Capital Markets Expertise

Brisbane, CA, October 14, 2026 –

Tempest Therapeutics, Inc. (Nasdaq: TPST) (“Tempest”), a clinical-stage biotechnology company developing in vivo CAR-T

therapies designed to reset dysfunctional immunity in cancer and autoimmune disease, today announced that John W. Frederick has been appointed

to its board of directors. Mr. Frederick brings extensive executive leadership experience spanning financial strategy, capital markets,

corporate governance and operational transformation across public and private companies.

“We are delighted to welcome John to our

board as we enter an important phase in Tempest’s evolution,” said Matt Angel, Ph.D., President and Chief Executive Officer

of Tempest. “His extensive experience leading public companies, optimizing capital structures and navigating complex financial environments

will bring valuable perspective to our board. We believe his financial acumen and strategic leadership will be particularly valuable as

we prioritize disciplined capital deployment, achieve key development milestones with our in vivo CAR-T programs and position the

company for long-term success.”

Mr. Frederick added, “I am excited to join

Tempest’s board of directors at such a pivotal time in its development. The Company’s innovative approach to in vivo

CAR-T therapy represents a compelling opportunity to transform treatment for patients with significant unmet needs across multiple disease

types. I look forward to working alongside the board and leadership team to support the company’s strategic priorities, advance

its promising pipeline and help build a strong foundation for sustainable, long-term growth and shareholder value.”

Mr. Frederick brings more than three decades of

executive leadership experience spanning corporate finance, capital markets, operations and strategic transformation across public and

private companies ranging from emerging businesses to enterprises generating more than $2 billion in annual revenue.

Most recently, he served as Chief Financial Officer

of Skillsoft, where he was responsible for financial reporting, investor relations, capital markets and liquidity strategy. He previously

served as Skillsoft’s Chief Transformation Officer and, during an earlier tenure, as Chief Administrative Officer and Chief Executive

Officer of its former subsidiary, SumTotal Systems. His experience also includes serving as Chief Financial Officer and Global Head of

Carbon Commercial Operations at Indigo Ag, where he helped scale the business through a considerable growth phase while meaningfully reducing

its cost structure, and as Chief Operating and Financial Officer of Snagajob, a leading technology platform serving the hourly employment

market.

Mr. Frederick currently serves on the board of

directors of MutualOne Bank and has served on the board of SenSanna, Inc. since 2016. He holds a B.A. in Economics from the University

of Maryland.

About Tempest Therapeutics

Tempest is a clinical-stage biotechnology company

developing next-generation in vivo CAR-T therapies for cancer and autoimmune disease. Tempest’s lead product candidate, TPST-4003,

combines a clinically supported dual-targeting CD19/BCMA CAR structure with an advanced CD7-targeting delivery system to support broad

immune reset across multiple indications. Tempest envisions a world in which immune reset therapies bring safe, effective, and broadly

accessible therapeutic options to patients in need. For additional information, visit Tempest’s website at https://www.tempesttx.com.

Forward-Looking Statements

This press release contains forward-looking statements

(including within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, and Section 27A of the Securities Act

of 1933, as amended), concerning Tempest. These statements may discuss goals, intentions, and expectations as to future plans, trends,

events, results of operations or financial condition, or otherwise, based on current beliefs of the management of Tempest, as well as

assumptions made by, and information currently available to, management of Tempest. Forward-looking statements generally include statements

that are predictive in nature and depend upon or refer to future events or conditions, and include words such as “may,” “will,”

“should,” “would,” “could”, “expect,” “anticipate,” “plan,” “likely,”

“believe,” “estimate,” “project,” “intend,” “goal”, “suggest”,

“target” and other similar expressions. All statements that are not historical facts are forward-looking statements, including

but not limited to, statements regarding: the anticipated contribution of the newly appointed director; the strategic growth, capital

allocation and long-term success of Tempest; and Tempest’s ability to achieve its operational plans. All forward-looking statements

in this press release are based on Tempest’s current expectations, estimates and projections about its industry as well as management’s

current beliefs and expectations of future events only as of today and are subject to a number of risks and uncertainties that could cause

actual results to differ materially and adversely from those set forth in or implied by such forward-looking statements. These risks and

uncertainties include, but are not limited to Tempest’s need for additional capital to fund its planned programs and operations

and to continue to operate as a going concern; unexpected safety or efficacy data observed during preclinical or clinical trials; the

possibility that results from prior clinical trials and preclinical studies may not necessarily be predictive of future results; past

results may not be indicative of future results; clinical trial site activation or enrollment rates that are lower than expected; loss

of key personnel; changes in expected or existing competition; changes in the regulatory environment; risks relating to volatility and

uncertainty in the capital markets for biotechnology companies; and unexpected litigation or other disputes. These and other factors that

may cause actual results to differ from those expressed or implied are discussed in greater detail in the “Risk Factors” section

of Tempest’s Annual Report on Form 10-K for the year ended December 31, 2025, filed with the Securities and Exchange Commission

(“SEC”) on March 30, 2026, and in other documents filed by Tempest from time to time with the SEC. Except as required by applicable

law, Tempest undertakes no obligation to revise or update any forward-looking statement, or to make any other forward-looking statements,

whether as a result of new information, future events or otherwise. These forward-looking statements should not be relied upon as representing

Tempest’s views as of any date subsequent to the date of this press release and should not be relied upon as prediction of future

events. In light of the foregoing, investors are urged not to rely on any forward-looking statement in reaching any conclusion or making

any investment decision about any securities of Tempest.

Investor Contacts:

Sylvia Wheeler

Wheelhouse Life Science Advisors

swheeler@wheelhouselsa.com

Aljanae Reynolds

Wheelhouse Life Science Advisors

areynolds@wheelhouselsa.com

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