Good afternoon. I am Matthew Angel, the President and Chief Executive Officer of Tempest Therapeutics Inc., and I will act as chair of this meeting. I am happy to welcome you to our 2026 Annual Meeting of Stockholders, which is being held virtually, and would like to thank everyone for taking the time to join us. Before I call the meeting to order, I would like to introduce you to Stephanie Horn-Warnock, Tempest's Chief Financial Officer, Treasurer, and Corporate Secretary, who will serve as secretary of today's meeting. The meeting will now officially come to order.
The time is 4:00 P.M. Eastern Time. If you have not yet reviewed the rules of conduct, they can be accessed via the link on the bottom right-hand corner of your screen under the heading Meeting Materials. The rules of conduct will govern how we run the meeting. In addition to myself, the other members of the board with us virtually today are John David Yee, William Drake Richey, Nancy Freda-Smith, and John W. Frederick.
I also would like to introduce Drew Jaden of Ernst & Young LLP, the company's independent registered public accounting firm, who is in attendance virtually and available to respond to questions. We will proceed with the formal business of the meeting as set forth in the notice of Annual Meeting and proxy statement. We will first present the four proposals submitted by our board for approval. If we receive pertinent questions related to the order of business of today's meeting, we will address those prior to the presentation of the proposals.
If we receive pertinent questions related to the proposals, we will address those after all of the proposals have been presented and before we close the polls, after which we will announce the preliminary results of the voting. We do not expect any technical difficulties today.
However, in the event we lose our webcast connection or otherwise experience technical difficulties, please allow for some time for it to be resolved. Our operator may also provide updates through the phone bridge. Will the secretary please report at this time with respect to the mailing of the notice of the meeting and the stockholder list?
I have at this meeting a complete list of holders of record of Tempest Therapeutics Inc.'s common stock on October 23, 2026, the record date for this meeting. A list of stockholders of record has been made available for inspection by stockholders of record during this meeting for any reason germane to this meeting. I also have an affidavit certifying that on October 26, 2026, a notice of Annual Meeting of Stockholders of Tempest Therapeutics Inc., proxy statement, and a proxy card were deposited in the U.S. mail to all stockholders of record at the close of business on October 23, 2026.
At this time, I'd like to introduce Cynthia Skoglund, a representative of American Election Services, who is present virtually. We appointed Ms. Skoglund to act as inspector of election at this meeting. Ms. Skoglund has taken and subscribed the customary oath of office to execute her duties with strict impartiality. We will file this oath with the records of the meeting. Her function is to decide upon the qualifications of voters, accept their votes, and when balloting on all matters is completed, to tally the final votes. Will the Secretary please report at this time with respect to the existence of a quorum?
I have been informed by the inspector of election that proxies have been received for 10,145,967 of the 19,995,358 shares of common stock outstanding on the record date, which represents approximately 50.7% of the aggregate voting power of the shares of common stock outstanding on the record date and entitled to vote at this meeting. This constitutes a quorum for the meeting today, and we may now carry out the official business of the meeting.
I will now describe the voting procedures. Voting is by proxy, an electronic ballot. Each share of common stock is entitled to one vote. If you intend to vote and have not already done so, you can submit your vote shortly via the online voting system in order for it to be counted. The online voting system can be accessed at the website www.virtualshareholdermeeting.com/TPST2026, as described on your proxy card.
After Dr. Angel describes the items to be voted on, and after addressing any appropriate questions that are pertinent to the proposals, we will close the polls. We will not accept ballots, proxies, revocations, or changes of votes after the closing of the polls. If you have already submitted your vote by proxy and do not wish to change your vote, you do not need to vote again, and your shares will be voted as previously instructed.
Thank you, Stephanie. We will now address any questions that pertain to the order of business for today's meeting. Stephanie, are there any questions?
There are no questions.
We will now proceed with the formal business of this meeting. The time is now 4:05 P.M. Eastern Time on Monday, November 9th, 2026, and the polls are now open for voting on all matters to be presented. The polls will be closed to voting after we go through the matters to be voted on, including any appropriate questions.
There are four proposals to be considered by the stockholders at this meeting. After all of the proposals have been described, we will answer any questions related to the proposals. The four items of business today are: the first item of business is the election of two Class II directors to serve on the board of directors until the company's 2029 Annual Meeting of Stockholders. The nominees for Class II directors are John David Yee and William Drake Richey.
The second item of business today is the ratification of the selection of Ernst & Young LLP as the independent registered public accounting firm of the company for the fiscal year ending December 31st, 2026. The third item of business today is the approval, for purposes of complying with NASDAQ Listing Rule 5635, of the potential issuance and sale of more than 20% of our outstanding common stock pursuant to our purchase agreement with Lincoln Park Capital Fund, LLC.
The fourth and final item of business today is the approval, for purposes of complying with NASDAQ Listing Rule 5635, of the issuance of up to, A, 3,105,591 shares of common stock issuable upon the exercise of outstanding Series C warrants, and 3,105,591 shares of common stock issuable upon the exercise of outstanding Series D warrants,
which warrants were issued in connection with the company's private placement pursuant to the securities purchase agreement dated September 11th, 2026, by and between the company and the investor party thereto, and B, up to 217,391 shares of our common stock issuable upon the exercise of certain placement agent warrants issued to the designees of H.C. Wainwright & Co., LLC, our placement agent, in connection with the private placement.
We will now review if there are any questions submitted about the proposals before we close the polls. As a reminder, we will only review and answer questions at this time that pertain to those proposals. Please note that our discussion today may include forward-looking statements, and our actual results may differ materially from those discussed here. Additional information concerning factors that could cause such a difference can be found in our most recently filed quarterly report on Form 10-Q. There are no questions.
Thanks, Stephanie. Any stockholder who has not voted or who wishes to change their vote may do so by clicking on the Vote Here button located in the bottom center of your screen and following the instructions provided. Stockholders who have submitted proxies or who have previously voted via the internet or by phone and who do not wish to change their vote do not need to take further action. Their votes will be counted automatically.
If you wish to vote your shares online, please do so now. The polls will be closing shortly. The inspector of election will not accept any votes once the polls close. The time is now 4:09 P.M. Eastern Time, and the polls are now closed for voting. Ms. Skoglund, may we have the results of the voting?
The report of the inspector of election covering the proposals presented at this meeting is as follows. Number one, the proposal to elect the board's Class II directors nominees, John David Yee and William Drake Richey, to the board of directors to hold office until the 2029 Annual Meeting of Stockholders is approved.
The proposal to ratify the selection of Ernst & Young LLP as the independent registered public accounting firm of the company for its fiscal year ending December 31, 2026, is approved. The proposal to approve the potential issuance and sale of more than 20% of the company's outstanding common stock pursuant to the purchase agreement with Lincoln Park is approved.
Fourth, the proposal to approve the issuance of up to, A, one, 3,105,591 shares of common stock issuable upon the exercise of outstanding Series C warrants, and two, 3,105,591 shares of common stock issuable upon the exercise of outstanding Series D warrants, which warrants were issued in connection with the company's private placement pursuant to the securities purchase agreement dated
September 11, 2026, by and between the company and the investor party thereto, and B, up to 217,391 shares of the company's common stock issuable upon the exercise of certain placement agent warrants issued to the designees of H.C. Wainwright & Co., LLC, the company's placement agent in connection with the private placement, is approved.
Thank you, Ms. Skoglund. We expect to report our final voting results on a current report on Form 8-K to be filed with the SEC within four business days.
The meeting is now concluded. Thank you again for your attendance at today's meeting and for your continued support of Tempest.
Ladies and gentlemen, you may disconnect.