The company continues to fail to secure the 75% supermajority vote needed for the charter amendment, now adjourning twice. Monitor the October 14 reconvened meeting for vote results; failure to pass could signal governance friction and limit the board's flexibility on future actions.
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Executive Summary
Tempest Therapeutics adjourned its reconvened special meeting of stockholders on September 15, 2026, because it lacked sufficient votes to approve a charter amendment replacing supermajority voting requirements and permitting stockholder action by written consent. The meeting will reconvene on October 14, 2026. The proposal requires 75% of votes entitled to be cast, and only 72.7% of outstanding shares were present at the meeting.
Key Facts
- Special meeting reconvened and adjourned on September 15, 2026 due to insufficient votes for the proposal.
- Proposal requires affirmative vote of holders of at least 75% of votes entitled to be cast in any annual election of directors.
- 10,760,144 shares (72.7% of 14,806,997 outstanding) were present, constituting a quorum.
- Meeting will reconvene on October 14, 2026 at 12:00 p.m. ET via live webcast.
- No changes made to the proposal; record date remains May 28, 2026.
- Company engaged Sodali & Co. proxy solicitation firm to assist with obtaining quorum.
Financial Impact
No financial impact disclosed; the filing concerns a governance vote that remains pending.
Risk Factors
- If the proposal fails again, the company retains supermajority voting requirements, potentially impeding future governance changes or strategic transactions.
- Prolonged inability to secure votes may indicate shareholder dissatisfaction or low engagement.
Investment Themes
Documents Analyzed
This report is based on 4 SEC documents filed with EDGAR.
| Document | Accession Number |
|---|---|
| 8-K Filing (Primary) | 0001193125-26-393151 |
| Document: 0001193125-26-393151-index-headers.html | 0001193125-26-393151 |
| Document: 0001193125-26-393151-index.html | 0001193125-26-393151 |
| Document: 0001193125-26-393151.txt | 0001193125-26-393151 |
Filters
| Type | Now | ||||
|---|---|---|---|---|---|
Oct 26, 2026 1d ago | DEF 14A | $0.5102 | awaiting T+20 | — | $0.5110 (−0.16%) |
Oct 20, 2026 7d ago | DEFA14A | $0.5282 | awaiting T+20 | — | $0.5110 (−3.26%) |
Oct 20, 2026 7d ago | 8-K | $0.5282 | awaiting T+20 | — | $0.5110 (−3.26%) |
Oct 19, 2026 8d ago | 8-K | $0.5762 | awaiting T+20 | — | $0.5110 (−11.32%) |
Oct 2, 2026 25d ago | EFFECT | $0.8112 | awaiting T+20 | — | $0.5110 (+37.01%) |
Sep 25, 2026 4w ago | S-3 | $0.8316 $0.5102 | ▲ +38.65% | ▲ +38.62% | $0.5110 (+38.55%) |
Sep 17, 2026 5w ago | 8-K | $0.9680 $0.6240 | ▼ −35.54% | ▼ −35.74% | $0.5110 (−47.21%) |
Sep 16, 2026 5w ago | DEFA14A | $0.8950 $0.6350 | ▼ −29.05% | ▼ −30.51% | $0.5110 (−42.91%) |
Sep 16, 2026 5w ago | 8-K | $0.8950 $0.6350 | ▼ −29.05% | ▼ −30.51% | $0.5110 (−42.91%) |
Sep 11, 2026 6w ago | Press Release | $0.8117 $0.7601 | ▲ +6.36% | ▲ +8.23% | $0.5110 (+37.05%) |
US Market Status
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