Tempest Therapeutics Inc 2024年度报告

(Mark One) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For thefiscal yearendedDecember 31,2024 ☒ OR ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934Commission File Number:001-35890________________________________________________________________________________________________________________ Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes¨No☒ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act.Yes☐No☒ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during thepreceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past90 days.Yes☒No¨ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of RegulationS-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).Yes☒No¨ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerginggrowth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2of the Exchange Act. 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 revisedfinancial accounting standards provided pursuant to Section 13(a) of the Exchange Act.¨ Indicated by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control overfinancial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its auditreport.¨ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflectthe correction of an error to previously issued financial statements.¨ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any ofthe registrant’s executive officers during the relevant recovery period pursuant to § 240.10D-1(b).¨ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).Yes¨No☒ The aggregate market value of the voting and non-voting common equity of the registrant held by non-affiliates as of June 28, 2024 (the last business day of theregistrant’s most recently completed second fiscal quarter), based on a closing price of $2.19 per share of the registrant’s common stock as reported on The NasdaqStock Market LLC on June 28, 2024, was approximately $53.6million. For purposes of this computation, all officers, directors, and stockholders that the registranthas concluded are affiliates of the registrant are deemed to be affiliates. This calculation does not reflect a determination that certain holders are affiliates of theRegistrant for any other purpose. As of March 21, 2025, the registrant had45,483,384shares of common stock, $0.001 par value per share, outstanding. DOCUMENTS INCORPORATED BY REFERENCE Portions of the registrant’s definitive Proxy Statement for its2025Annual Meeting of Stockholders to be filed with the Securities and Exchange Commissionpursuant to Regulation 14A not later than 120 days after the end of the fiscal year covered by this Annual Report on Form 10-K are incorporated by reference intoPart III of this Annual Report on Form 10-K. TABLE OF CONTENTS SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS PART I BusinessRisk FactorsUnresolved Staff CommentsCybersecurityPropertiesLegal ProceedingsMine Safety Disclosures Item 1.Item 1A.Item 1B.Item 1C.Item 2.Item 3.Item 4. PART IIItem 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of EquitySecurities81[Reserved]81Management’s Discussion and Analysis of Financial Condition and Results of Operations82Quantitative and Qualitative Disclosures About Market Risk92Financial Statements and Supplementary Data93Changes in and Disagreements with Accountants on Accounting and Financial Disclosure114Controls and Procedures114Other Information114Disclosure Regarding Foreign Jurisdictions that Prevent Inspections115 Item 6.Item 7.Item 7A.Item 8.Item 9.Item 9A.Item 9B.Item 9C. PART III Directors, Executive Officers and Corporate Governance116Executive Compensation116Security Owners