{"filing":{"accession_number":"0001213900-26-104034","cik":"0001544227","ticker":"TPST","company_name":"Tempest Therapeutics, Inc.","form":"8-K","filing_date":"2026-09-28","report_date":"2026-09-22","primary_document":"ea0306741-8k_tempest.htm","primary_document_url":"https://www.sec.gov/Archives/edgar/data/1544227/000121390026104034/ea0306741-8k_tempest.htm"},"events":[{"id":35437,"run_id":32638,"accession_number":"0001213900-26-104034","anchor_item_number":"5.02","event_type":"exec_appointment","event_domain":"governance","is_material":true,"confidence":0.93,"summary":"Tempest appointed Nancy Freda-Smith as a Class III director and Audit Committee Chair, and Constance Ames as Chief Financial Officer, Principal Financial and Accounting Officer, Treasurer, and Corporate Secretary on September 22, 2026, as part of board reconstitution efforts to regain Nasdaq compliance.","company_name":"Tempest Therapeutics, Inc.","ticker":"TPST","filing_date":"2026-09-28","form":"8-K","submitted_at":null,"items":[{"id":39482,"accession_number":"0001213900-26-104034","item_number":"5.02","item_title":"Departure of Directors or Certain Officers; Election","event_type":"exec_appointment","event_domain":"governance","is_material":true,"confidence":0.92,"reasoning":"The filing discloses multiple executive appointments on September 22, 2026: Nancy Freda-Smith as Class III director and Audit Committee Chair, and Constance Ames as Chief Financial Officer, Principal Financial and Accounting Officer, Treasurer, and Corporate Secretary. While the CFO departure of Nicholas Rossettos is also disclosed, the principal disclosed actions center on the appointments of two new executives to fill critical governance and financial leadership roles. The filing emphasizes the board's reconstitution efforts to regain Nasdaq compliance following prior board vacancies.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-09-28T20:14:08.428047+00:00","company_name":"","ticker":null,"filing_date":""},{"id":39483,"accession_number":"0001213900-26-104034","item_number":"7.01","item_title":"Regulation FD Disclosure.","event_type":"exec_appointment","event_domain":"governance","is_material":true,"confidence":0.95,"reasoning":"Tempest announced the appointment of Nancy Freda-Smith to its board of directors and as Chair of the Audit Committee on September 23, 2026. The press release emphasizes her extensive qualifications in corporate governance, financial reporting, and enterprise risk management across Fortune 500 companies, making this a material board appointment that would affect investor assessment of the company's governance and oversight capabilities.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-09-28T20:14:08.428047+00:00","company_name":"","ticker":null,"filing_date":""}]},{"id":35438,"run_id":32638,"accession_number":"0001213900-26-104034","anchor_item_number":"1.01","event_type":"operational_other","event_domain":"operational","is_material":true,"confidence":0.75,"summary":"Tempest entered into a Master Services Agreement with Factor Bioscience Inc. on September 22, 2026, establishing terms for R\u0026D services supporting CAR-T therapy development at an expected cost of $5.0 million annually, with Audit Committee approval reflecting the related-party nature of the transaction.","company_name":"Tempest Therapeutics, Inc.","ticker":"TPST","filing_date":"2026-09-28","form":"8-K","submitted_at":null,"items":[{"id":39481,"accession_number":"0001213900-26-104034","item_number":"1.01","item_title":"Entry into a Material Definitive Agreement.","event_type":"operational_other","event_domain":"operational","is_material":true,"confidence":0.75,"reasoning":"Tempest entered into a Master Services Agreement with Factor Bioscience Inc. on September 22, 2026, establishing terms for R\u0026D services supporting the company's CAR-T therapy development. While Item 1.01 typically covers M\u0026A activity, this MSA is a material research and development services contract (expected $5.0 million annually) that supports Tempest's core business operations rather than a change of control or acquisition. The related-party nature (Dr. Angel's dual role) and Audit Committee approval underscore materiality, but the event is fundamentally an operational partnership/contract rather than M\u0026A or a specific financial event type.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-09-28T20:14:08.428047+00:00","company_name":"","ticker":null,"filing_date":""}]}],"classifications":[{"id":39481,"accession_number":"0001213900-26-104034","item_number":"1.01","item_title":"Entry into a Material Definitive Agreement.","event_type":"operational_other","event_domain":"operational","is_material":true,"confidence":0.75,"reasoning":"Tempest entered into a Master Services Agreement with Factor Bioscience Inc. on September 22, 2026, establishing terms for R\u0026D services supporting the company's CAR-T therapy development. While Item 1.01 typically covers M\u0026A activity, this MSA is a material research and development services contract (expected $5.0 million annually) that supports Tempest's core business operations rather than a change of control or acquisition. The related-party nature (Dr. Angel's dual role) and Audit Committee approval underscore materiality, but the event is fundamentally an operational partnership/contract rather than M\u0026A or a specific financial event type.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-09-28T20:14:08.428047+00:00","company_name":"Tempest Therapeutics, Inc.","ticker":"TPST","filing_date":"2026-09-28"},{"id":39482,"accession_number":"0001213900-26-104034","item_number":"5.02","item_title":"Departure of Directors or Certain Officers; Election","event_type":"exec_appointment","event_domain":"governance","is_material":true,"confidence":0.92,"reasoning":"The filing discloses multiple executive appointments on September 22, 2026: Nancy Freda-Smith as Class III director and Audit Committee Chair, and Constance Ames as Chief Financial Officer, Principal Financial and Accounting Officer, Treasurer, and Corporate Secretary. While the CFO departure of Nicholas Rossettos is also disclosed, the principal disclosed actions center on the appointments of two new executives to fill critical governance and financial leadership roles. The filing emphasizes the board's reconstitution efforts to regain Nasdaq compliance following prior board vacancies.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-09-28T20:14:08.428047+00:00","company_name":"Tempest Therapeutics, Inc.","ticker":"TPST","filing_date":"2026-09-28"},{"id":39483,"accession_number":"0001213900-26-104034","item_number":"7.01","item_title":"Regulation FD Disclosure.","event_type":"exec_appointment","event_domain":"governance","is_material":true,"confidence":0.95,"reasoning":"Tempest announced the appointment of Nancy Freda-Smith to its board of directors and as Chair of the Audit Committee on September 23, 2026. The press release emphasizes her extensive qualifications in corporate governance, financial reporting, and enterprise risk management across Fortune 500 companies, making this a material board appointment that would affect investor assessment of the company's governance and oversight capabilities.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-09-28T20:14:08.428047+00:00","company_name":"Tempest Therapeutics, Inc.","ticker":"TPST","filing_date":"2026-09-28"}]}
