TEMPEST THERAPEUTICS INC

Company Overview

Tempest Therapeutics (TPST) is a clinical‑stage biotechnology company focused on orally available small‑molecule oncology therapies, with lead program amezalpat (TPST‑1120) advancing toward a potential pivotal Phase 3 in first‑line unresectable/metastatic HCC and a second program TPST‑1495 entering an NCI‑funded Phase 2 in FAP. The company has no product revenue, relies on Roche for certain trial supply and on third‑party CROs/CMOs for development and manufacturing, and retains global rights to its programs while holding multiple issued and pending patents. Recent financials show widening operating losses, material cash burn to support trial preparations, a reverse stock split, workforce reductions with executives shifted to consulting, and a shrinking cash balance that management says funds operations for less than 12 months absent new financing.

Executive Compensation Practices

Compensation at Tempest is likely equity‑heavy and milestone‑oriented given the absence of product revenue and constrained cash — management already reports meaningful stock‑based compensation and uses equity financings (ATM, RDO) to raise capital. Pay packages are expected to tie materially to clinical and regulatory milestones (e.g., FDA Study‑May‑Proceed, Phase 3 initiation, trial readouts, partnership deals) and to include option/RSU grants that vest on time‑ or event‑based triggers; Black‑Scholes assumptions and accrual judgments have a notable impact on reported G&A and R&D expense. The recent RIF and transition of key executives to consulting suggest a shift toward consulting fees plus equity to preserve cash, and potential one‑time separation/acceleration items have already increased near‑term compensation expense.

Insider Trading Considerations

Insider trading patterns at TPST will be heavily influenced by financing events, corporate milestones and limited cash pay — expect more frequent insider sales tied to financing windows (ATM/RDO) and occasional option exercises, while outright buys may be rare given personal liquidity needs. Material clinical/regulatory events (pre‑specified interim looks, Phase 3 start, regulatory designations, partnership announcements) create natural blackout periods and high information asymmetry; watch Form 4 filings closely around those events, the RIF/consulting transitions, and following reverse‑split or S‑3/public‑float changes that constrain ATM usage. Regulatory considerations are significant: SEC Section 16 reporting, 10b5‑1 plan usage, and strict confidentiality around nonpublic clinical data (and Regulation FD implications for partner communications such as with Roche/NCI) all affect timing and legal permissibility of insider trades.