06/23/2026 | Press release | Distributed by Public on 06/23/2026 14:56
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FORM 4
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) | ||
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1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) |
4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Series A Warrant (right to buy) | $2.16 | 03/24/2026 | P(1) | 231,482 | (4) | (4) | Common Stock | 231,482 | (2) | 231,482 | I | By Factor Bioscience Inc.(3) | |||
| Series B Warrant (right to buy) | $2.16 | 03/24/2026 | P(1) | 231,482 | (5) | (5) | Common Stock | 231,482 | (2) | 231,482 | I | By Factor Bioscience Inc.(3) | |||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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Angel Matthew C/O TEMPEST THERAPEUTICS, INC. 2000 SIERRA POINT PARKWAY, SUITE 400 BRISBANE, CA 94005 |
X | X | CEO and President | |
| /s/ Matthew Angel | 06/23/2026 | |
| **Signature of Reporting Person | Date |
| * | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
| ** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| (1) | On March 24, 2026, Factor Biosciences Inc. ("Factor") acquired 231,482 shares of common stock, par value $0.001 per share, of Tempest Therapeutics, Inc. ("Common Stock") and warrants to purchase 462,964 shares of Common Stock (the "Warrants"), pursuant to a Securities Purchase Agreement by and between the Issuer, Factor and two institutional investors, dated as of March 20, 2026. |
| (2) | The combined purchase price per one share of Common Stock and accompanying one warrant to purchase one share of Common Stock was $2.16. |
| (3) | The Reporting Person 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. |
| (4) | The Series A Warrants are subject to the approval of the Company's stockholders. The Series A Warrants will become exercisable on the effective date of the stockholder approval and have a term of five years from the effective date of the stockholder approval. |
| (5) | The Series B Warrants are subject to the approval of the Company's stockholders. The Series B Warrants will become exercisable on the effective date of the stockholder approval and have a term of twenty-four months from the effective date of the stockholder approval. |
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Remarks: This transaction is being reported late due to an inadvertent administrative oversight. |
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