Failure to Satisfy Listing Rule (Form 8-K)

Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

Stockholders' Equity Requirement

On May 19, 2026, Tempest Therapeutics, Inc. (the "Company") received a deficiency letter from the Listing Qualifications Department (the "Staff") of the Nasdaq Stock Market ("Nasdaq") notifying the Company that it is not in compliance with the minimum stockholders' equity requirement for continued listing on the Nasdaq Capital Market. Nasdaq Listing Rule 5550(b)(1) requires companies listed on the Nasdaq Capital Market to maintain stockholders' equity of at least $2,500,000 (the "Stockholders' Equity Requirement"). The Company's Quarterly Report on Form 10-Q for the period ended March 31, 2026, reported stockholders' equity of $822,000. As of the date of this Current Report on Form 8-K, the Company does not have a market value of listed securities of $35 million, or net income from continued operations of $500,000 in the most recently completed fiscal year or in two of the last three most recently completed fiscal years, the alternative quantitative standards for continued listing on the Nasdaq Capital Market.

The notification received has no immediate effect on the Company's continued listing on the Nasdaq Capital Market, subject to the Company's compliance with the other continued listing requirements. In accordance with Nasdaq rules, the Company has been provided 45 calendar days, but no later than July 6, 2026, to submit a plan to regain compliance (the "Compliance Plan"). If the Compliance Plan is acceptable to the Staff, they may grant an extension of 180 calendar days from the date of the Staff notification to regain compliance with the Stockholders' Equity Requirement.

If the Staff does not accept the Compliance Plan, the Staff will provide written notification to the Company that the Compliance Plan has been rejected. At that time, the Company may appeal the Staff's determination to a Nasdaq Hearings Panel.

The Company intends to submit the Compliance Plan on or before July 6, 2026, monitor its stockholders' equity and evaluate further available options to regain compliance with the Stockholders' Equity Requirement.

Independent Director Requirements

In addition, on May 22, 2026, Tempest Therapeutics, Inc. (the "Company") notified the Nasdaq Stock Market LLC ("Nasdaq") that the Company will not be in compliance with the majority independent director requirement under Nasdaq Listing Rule 5605(b)(1), the audit committee requirement under Nasdaq Listing Rule 5605(c)(2)(A), the compensation committee requirement under Nasdaq Listing Rule 5605(d)(2)(A), and the nominating and corporate governance requirement under Nasdaq Listing Rule 5605(e)(1), solely resulting from the resignations of Mr. Michael Raab and Ms. Christine Pellizzari from the Board as disclosed in Item 5.02 of the Company's Current Report on Form 8-K filed on May 22, 2026.

On May 22, 2026, the Company received written notice from Nasdaq stating that, as a result of the resignations described above, the Company is no longer in compliance with Nasdaq Listing Rule 5605(b)(1), which requires a majority of the Board to be comprised of independent directors as defined in Nasdaq Listing Rule 5605(a)(2), Nasdaq Listing Rule 5605(c)(2), which requires the audit committee of the Board (the "Audit Committee") to consist of at least three members, each of whom is an independent director under the Nasdaq Listing Rules and meets the heightened independence standards applicable to audit committee members, Nasdaq Listing Rule 5605(d)(2)(A), which requires the Company's compensation committee (the "Compensation Committee") to consists of at least two members, each of whom is an independent director under the Nasdaq Listing Rules, and Nasdaq Listing Rule 5605(e)(1) relating to the nominating and corporate governance committee (the "Nominating Committee"). Furthermore, the Company is not eligible for the cure period provided under Nasdaq Listing Rules 5605(b)(1)(A) and 5605(c)(4) because there is more than one vacancy on the Board, the Audit Committee, the Compensation Committee and the Nominating Committee.

Accordingly, the Company is required to submit its plan for compliance to Nasdaq with respect to these matters in writing within 45 calendar days. If the Company's plan is accepted by Nasdaq, the Company may receive an extension of up to 180 calendar days from the date hereof to evidence compliance.

The foregoing has no immediate effect on the Company's Nasdaq listing and its common stock will continue to be listed and traded on the Nasdaq Capital Market under the symbol "TPST" subject to the listing rules. However, there can be no assurance that the Panel will grant the Company's request for continued listing or that the Company will be able to regain compliance with the applicable Nasdaq Listing Rules within the required time periods.