aibioTempest Therapeutics gets Nasdaq notice on stockholders' equity, flags board independence gap
Tickers TPST
Tempest reported $822,000 of stockholders' equity against Nasdaq's $2,500,000 minimum, and two director resignations leave it short of several board rules. Its 10-K already carried a going-concern warning.
Key facts
- Company
- Tempest Therapeutics, Inc. (NASDAQ: TPST)
- News type
- Listings
- Primary source
- Tempest Therapeutics, Inc. Form 8-K filed May 22, 2026 (SEC EDGAR)
Tempest Therapeutics, Inc. (Nasdaq: TPST) disclosed two separate Nasdaq listing problems in a Form 8-K filed May 22, 2026. The company received a deficiency notice for falling below Nasdaq's minimum stockholders' equity, and it told Nasdaq it will not meet several board rules after two directors resigned. The company says neither notice has an immediate effect on its listing.
Stockholders' equity
On May 19, 2026, Tempest received a deficiency letter from the Listing Qualifications Department of Nasdaq. Nasdaq Listing Rule 5550(b)(1) requires companies on the Nasdaq Capital Market to keep stockholders' equity of at least $2,500,000. Tempest's quarterly report on Form 10-Q for the period ended March 31, 2026 showed $822,000.
The company also does not meet the alternative standards. Those are a market value of listed securities of $35 million, or net income from continued operations of $500,000 in the latest fiscal year or in two of the last three fiscal years. Tempest has 45 calendar days, and no later than July 6, 2026, to submit a plan to regain compliance. If Nasdaq staff accept the plan, they may grant up to 180 calendar days. If they reject it, the company can appeal to a Nasdaq Hearings Panel. The company says it intends to submit a plan on or before July 6, 2026.
Board independence
On May 22, 2026, Tempest told Nasdaq it would not comply with four governance rules: the majority independent director requirement in Rule 5605(b)(1), the audit committee requirement in Rule 5605(c)(2)(A), the compensation committee requirement in Rule 5605(d)(2)(A) and the nominating and corporate governance requirement in Rule 5605(e)(1). The company says this results solely from the resignations of Michael Raab and Christine Pellizzari from the board, which it disclosed under Item 5.02 of a separate 8-K filed the same day.
Nasdaq's notice of May 22, 2026 says Tempest is no longer in compliance. Because there is more than one vacancy on the board and on its committees, Tempest is not eligible for the cure period under Rules 5605(b)(1)(A) and 5605(c)(4). It must submit a written compliance plan within 45 calendar days. If Nasdaq accepts it, the company may receive up to 180 calendar days from the date of the 8-K to show compliance.
The filing says Tempest's common stock continues to trade on the Nasdaq Capital Market under the symbol TPST, subject to the listing rules. It also says there can be no assurance that a panel would grant continued listing or that the company will regain compliance within the required periods.
Cash and going-concern doubt
The 10-K for 2025, filed March 30, 2026, says there is "substantial doubt" about Tempest's ability to continue as a going concern. Its cash and cash equivalents were $7.7 million as of December 31, 2025, down from $30.3 million a year earlier, which the company expects to fund operations for less than 12 months from the date its financial statements are issued. Its accumulated deficit was $233.4 million at December 31, 2025. Chief Financial Officer Nicholas Maestas signed the 8-K.
The company describes itself as a clinical-stage biotechnology company. Amezalpat, formerly TPST-1120, has completed a Phase 2 study in first-line hepatocellular carcinoma. Tempest says the drug remains Phase 3-ready and that it plans business development talks to advance pivotal development. Its second small molecule, TPST-1495, is planned for a Phase 2 study in familial adenomatous polyposis, with first patient enrollment expected in 2026 and funding expected from the National Cancer Institute. No partner for that pivotal work has been announced.
In November 2025, Tempest signed an asset purchase agreement with Erigen LLC and Factor Bioscience Inc. for rights to dual-targeting CAR-T programs, including TPST-2003. Tempest paid for those rights with 8,268,495 shares of common stock.