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Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 31, 2023



Tempest Therapeutics, Inc.

(Exact name of registrant as specified in its charter)




Delaware   001-35890   45-1472564

(State or other jurisdiction

of incorporation)



File Number)


(IRS Employer

Identification No.)


2000 Sierra Point Parkway, Suite 400

Brisbane, California

(Address of principal executive offices)   (Zip Code)

(415) 798-8589

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)



Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):


Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class




Name of each exchange

on which registered

Common Stock, par value $0.001 per share   TPST   The Nasdaq Stock Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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 13(a) of the Exchange Act. ☐




Item 8.01.

Other Events.

Tempest Therapeutics, Inc. (the “Company”) is party to various litigation matters given its predecessor, Millendo Therapeutic Inc.’s role as successor to OvaScience, Inc. (“OvaScience”). As previously disclosed, purported shareholder derivative actions were filed in Massachusetts State court (Cima v. Dipp) and federal district court for the District of Massachusetts (Chiu v. Dipp) against OvaScience and certain former officers and directors of OvaScience alleging breach of fiduciary duties, unjust enrichment, abuse of control, gross mismanagement and waste of corporate assets for purported actions related to OvaScience’s January 2015 follow-on public offering. On March 23, 2023, the Cima court preliminarily approved a settlement of the Cima action. Upon final approval of the Cima action, a motion to dismiss the Chiu action will be filed. Additional information concerning the terms of the settlement can be found in the Notice of Pendency and Proposed Settlement of Stockholder Derivative Actions, which are available on the Company’s website, at https://ir.tempesttx.com/investor-resources/notices.


Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


    Tempest Therapeutics, Inc.
Dated: March 31, 2023     By:  

/s/ Stephen Brady

      Stephen Brady
      Chief Executive Officer