As filed with the U.S. Securities and Exchange Commission on June 21, 2022
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Tempest Therapeutics, Inc.
(Exact name of Registrant as specified in its charter)
| Delaware | 45-1472564 | |
(State or other jurisdiction of Incorporation or organization) | (I.R.S. Employer Identification No.) |
7000 Shoreline Court, Suite 275,
South San Francisco, California 94080
(415) 798-8589
(Address of principal executive offices) (Zip code)
Tempest Therapeutics, Inc. Amended and Restated 2019 Equity Incentive Plan
Tempest Therapeutics, Inc. Amended and Restated 2019 Employee Stock Purchase Plan
(Full titles of the plans)
Stephen Brady
Chief Executive Officer
Tempest Therapeutics, Inc.
7000 Shoreline Court, Suite 275,
South San Francisco, California 94080
(415) 798-8589
(Name, address and telephone number, including area code, of agent for service)
Copies to:
Laura Berezin
Jaime Chase
Cooley LLP
3175 Hanover Street
Palo Alto, California 94304
(650) 843-5000
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☐ | Accelerated filer | ☐ | |||
| Non-accelerated filer | ☒ | Smaller reporting company | ☒ | |||
| Emerging growth company | ☐ | |||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
EXPLANATORY NOTE
Tempest Therapeutics, Inc. (the “Registrant”) is filing this Registration Statement on Form S-8 for the purpose of registering an additional (a) 1,132,252 shares of its common stock, par value $0.001 per share (the “Common Stock”), issuable to eligible persons under the Registrant’s Amended and Restated 2019 Equity Incentive Plan, and (b) 107,596 shares of Common Stock issuable to eligible persons under the Registrant’s Amended and Restated 2019 Employee Stock Purchase Plan.
PART II
Item 3. Incorporation of Certain Documents By Reference
The following documents filed by the Registrant with the Securities and Exchange Commission (the “SEC”) are incorporated by reference into this Registration Statement:
(a) the contents of the Registrant’s Registration Statements on Form S-8, previously filed with the Commission on December 16, 2019 (File No. 333-235515), November 10, 2020 (File No. 333-249993), April 15, 2021 (File No. 333-255261) and May 13, 2022 (File No. 333-264943);
(b) the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021, filed with the SEC on March 29, 2022 (File No. 001-35890) as amended on Form 10-K/A filed on April 1, 2022;
(c) the information specifically incorporated by reference into our Annual Report on Form 10-K for the fiscal year ended December 31, 2021 from our definitive proxy statement on Schedule 14A (other than information furnished rather than filed), which was filed with the SEC on May 2, 2022, as supplemented on May 26, 2022.
(d) the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2022, filed with the SEC on May 13, 2022 (File No. 001-35890);
(e) the Registrant’s Current Reports on Form 8-K filed with the SEC on May 2, 2022 (excluding Exhibit 99.1 thereto), May 26, 2022, June 9, 2022 and June 21, 2022 (File No. 001-35890); and
(f) the description of the Common Stock set forth in the Registrant’s registration statement on Form 8-A (File No. 001-35890), filed with the Commission on April 25, 2013, including any amendments thereto or reports filed for the purposes of updating this description, including Exhibit 4.1 to the Registrant’s Annual Report on Form 10-K/A for the fiscal year ended December 31, 2021 filed with the SEC on April 1, 2022.
All reports and documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 1f4 and 15(d) of the Exchange Act (other than Current Reports furnished under Item 2.02 or Item 7.01 of Form 8-K and exhibits furnished on such form that relate to such items) on or after the date of this Registration Statement and prior to the filing of a post-effective amendment to this Registration Statement which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be a part of this Registration Statement from the date of the filing of such reports and documents. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any subsequently filed document that also is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.
Item 8. Exhibits
| * | Filed herewith |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in South San Francisco, State of California, on June 21, 2022.
| Tempest Therapeutics, Inc. | ||
| By: | /s/ Stephen Brady | |
| Name: | Stephen Brady | |
| Title: | President and Chief Executive Officer | |
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Stephen Brady and Nicholas Maestas, and each one of them, as his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in their name, place, and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
Signature | Title | Date | ||
/s/ Stephen Brady | President, Chief Executive Officer and Director (Principal Executive Officer) | June 21, 2022 | ||
| Stephen Brady | ||||
/s/ Nicholas Maestas | Vice President, Strategy and Finance (Principal Financial Officer) | June 21, 2022 | ||
| Nicholas Maestas | ||||
/s/ Michael Rabb | Chairman of the Board of Directors | June 21, 2022 | ||
| Michael Rabb | ||||
/s/ Thomas Dubensky | President and Director | June 21, 2022 | ||
| Thomas Dubensky, Ph.D. | ||||
/s/ Geoff Nichol | Director | June 21, 2022 | ||
| Geoff Nichol, M.B., Ch.B., M.B.A. | ||||
/s/ Christine Pellizzari | Director | June 21, 2022 | ||
| Christine Pellizzari | ||||
/s/ Ronit Simantov | Director | June 21, 2022 | ||
| Ronit Simantov | ||||
/s/ Thomas Woiwode | Director | June 21, 2022 | ||
| Thomas Woiwode, Ph.D. | ||||