Proxy Statement - Form DEF 14A

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Preliminary Proxy Statement

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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

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Definitive Proxy Statement

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Definitive Additional Materials

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Soliciting Material under §240.14a-12

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No fee required.

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Fee paid previously with preliminary materials

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Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

1.

To approve a series of alternate amendments to our Restated Certificate of Incorporation to effect, at the option of our Board of Directors, a reverse stock split of our common stock at a ratio in the range of 1-for-2 to 1-for-15, inclusive, with such ratio to be determined by our Board of Directors in its sole discretion. We refer to this proposal as the "Reverse Stock Split Proposal" or "Proposal 1."

 

 

 

 

 

 

Page

QUESTIONS AND ANSWERS ABOUT THESE PROXY MATERIALS AND VOTING

 

 

1

PROPOSAL 1 APPROVAL OF THE REVERSE STOCK SPLIT PROPOSAL

 

 

6

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

 

 

13

HOUSEHOLDING OF PROXY MATERIALS

 

 

15

OTHER MATTERS

 

 

15

 

 

 

 

•

Approval of a series of alternate amendments to our Restated Certificate of Incorporation to effect, at the option of our Board of Directors, a reverse stock split of our common stock at a ratio in the range of 1-for-2 to 1-for-15, inclusive, with such ratio to be determined by our Board of Directors in its sole discretion ("Reverse Stock Split Proposal" or "Proposal 1").

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To vote online during the meeting, access the Special Meeting materials by following the instructions you will receive in your email and submit an electronic ballot during the meeting.

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To vote using the proxy card, simply complete, sign and date the enclosed proxy card and return it promptly in the envelope provided. If you return your signed proxy card to us before the Special Meeting, we will vote your shares as you direct.

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To vote over the telephone, dial toll-free 1-800-690-6903 using a touch-tone phone and follow the recorded instructions. You will be asked to provide the company number and control number from the enclosed proxy card. To ensure your vote is counted, your telephone vote must be received before 11:59 p.m., Eastern Time on December 2, 2024.

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To vote through the internet, go to www.proxyvote.com to complete an electronic proxy card. You will be asked to provide the company number and control number from the enclosed proxy card. To ensure your vote is counted, your internet vote must be received before 11:59 p.m., Eastern Time on December 2, 2024.

•

submit another properly completed proxy card with a later date;

•

grant a subsequent proxy by telephone or through the internet;

•

send a written notice that you are revoking your proxy to our Corporate Secretary at 2000 Sierra Point Parkway, Suite 400, Brisbane, CA 94005; or

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attend the Special Meeting and vote online. Simply attending the meeting will not, by itself, revoke your proxy.

 

 

 

 

 

 

 

 

 

 

 

 

 

Proposal

Number

 

 

Proposal Description

 

 

Vote Required for Approval

 

 

Effect of

Abstentions

 

 

Effect of

Broker Non-

Votes

1.

 

 

Reverse Stock Split Increase Proposal

 

 

"For" votes from the holders of a majority of the voting power of the votes cast by the holders of all the shares present or represented by proxy at the meeting and voting on such matter

 

 

No effect

 

 

Not

applicable⁽¹⁾

 

 

 

 

 

 

 

 

 

 

 

 

 

(1)

This proposal is considered to be a "routine" matter. Accordingly, if you hold your shares in street name and do not provide voting instructions to your broker, bank or other agent that holds your shares, your broker, bank or other agent has discretionary authority to vote your shares on this proposal.

•

effect a reverse stock split ("Reverse Stock Split") of all issued and outstanding shares of our common stock, at a ratio ranging from 1-for-2 to 1-for-15, inclusive.

•

Stock Price Requirements: We understand that many brokerage houses, institutional investors and funds have internal policies and practices that either prohibit them from investing in low-priced stocks or tend to discourage individual brokers from recommending low-priced stocks to their customers or by restricting or limiting the ability to purchase such stocks on margin. Additionally, a Reverse Stock Split could help increase analyst and broker interest in our common stock as their internal policies might discourage them from following or recommending companies with low stock prices.

•

Stock Price Volatility: Because of the trading volatility often associated with low-priced stocks, many brokerage houses and institutional investors have internal policies and practices that either prohibit them from investing in low-priced stocks or tend to discourage individual brokers from recommending low-priced stocks to their customers. Some of those policies and practices may make the processing of trades in low-priced stocks economically unattractive to brokers.

•

Transaction Costs: Investors may be dissuaded from purchasing stocks below certain prices because brokers' commissions, as a percentage of the total transaction value, can be higher for low-priced stocks.

•

the historical trading price and trading volume of our common stock;

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the then-prevailing trading price and trading volume of our common stock and the expected impact of the Reverse Stock Split on the trading market for our common stock in the short- and long-term;

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our ability to maintain our listing on the Nasdaq Capital Market;

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which Reverse Stock Split ratio would result in the least administrative cost to us;

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prevailing general market and economic conditions; and

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whether and when our Board of Directors desires to have the additional authorized but unissued shares of common stock that will result from the implementation of a Reverse Stock Split available to provide the flexibility to use our common stock for business and/or financial purposes, as well as to accommodate the shares of our common stock to be authorized and reserved for future equity awards.

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depending on the Reverse Stock Split ratio selected by the Board, each two (2) to fifteen (15) shares of our common stock owned by a stockholder will be combined into one new share of our common stock;

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no fractional shares of common stock will be issued in connection with any Reverse Stock Split; instead, holders of common stock who would otherwise receive a fractional share of common stock pursuant to the Reverse Stock Split will receive cash in lieu of the fractional share as explained more fully below;

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the total number of authorized shares of our common stock will not be reduced proportionally to the Reverse Stock Split and, therefore, the Reverse Stock Split will result in an effective increase in the authorized number of shares of our common stock;

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based upon the Reverse Stock Split ratio selected by the Board, proportionate adjustments will be made to the per share exercise price and/or the number of shares issuable upon the exercise or vesting of all then outstanding stock options, restricted stock units and warrants (if any), which will result in a proportional decrease in the number of shares of our common stock reserved for issuance upon exercise or vesting of such stock options, restricted stock units and warrants, and, in the case of stock options and warrants, a proportional increase in the exercise price of all such stock options and warrants; and

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the number of shares then reserved for issuance under our equity compensation plans will be reduced proportionately based upon the Reverse Stock Split ratio selected by the Board.

 

 

 

 

 

 

 

 

 

 

 

 

 

Status

 

 

Number of

Shares of

Common Stock

Authorized

 

 

Number of

Shares of

Common Stock

Issued and

Outstanding

 

 

Number of

Shares of

Common Stock

Reserved for

Future Issuance

 

 

Number of

Shares of

Common Stock

Authorized

but Unissued and

Unreserved

Pre-Reverse Stock Split

 

 

100,000,000

 

 

43,579,693

 

 

6,148,052

 

 

50,272,255

Post-Reverse Stock Split 1:2

 

 

100,000,000

 

 

21,789,846

 

 

3,074,026

 

 

75,136,128

Post-Reverse Stock Split 1:3

 

 

100,000,000

 

 

14,526,564

 

 

2,049,350

 

 

83,424,086

Post-Reverse Stock Split 1:4

 

 

100,000,000

 

 

10,894,923

 

 

1,537,013

 

 

87,568,064

Post-Reverse Stock Split 1:5

 

 

100,000,000

 

 

8,715,938

 

 

1,229,610

 

 

90,054,452

Post-Reverse Stock Split 1:6

 

 

100,000,000

 

 

7,263,282

 

 

1,024,675

 

 

91,712,043

Post-Reverse Stock Split 1:7

 

 

100,000,000

 

 

6,225,670

 

 

878,293

 

 

92,896,037

Post-Reverse Stock Split 1:8

 

 

100,000,000

 

 

5,447,461

 

 

768,506

 

 

93,784,033

Post-Reverse Stock Split 1:9

 

 

100,000,000

 

 

4,842,188

 

 

683,116

 

 

94,474,696

Post-Reverse Stock Split 1:10

 

 

100,000,000

 

 

4,357,969

 

 

614,805

 

 

95,027,226

Post-Reverse Stock Split 1:11

 

 

100,000,000

 

 

3,961,790

 

 

558,913

 

 

95,479,297

Post-Reverse Stock Split 1:12

 

 

100,000,000

 

 

3,631,641

 

 

512,337

 

 

95,856,022

Post-Reverse Stock Split 1:13

 

 

100,000,000

 

 

3,352,284

 

 

472,927

 

 

96,174,789

Post-Reverse Stock Split 1:14

 

 

100,000,000

 

 

3,112,835

 

 

439,146

 

 

96,448,019

Post-Reverse Stock Split 1:15

 

 

100,000,000

 

 

2,905,312

 

 

409,870

 

 

96,684,818

 

 

 

 

 

 

 

 

 

 

 

 

 

•

an individual who is a citizen or resident of the United States or someone treated as a U.S. citizen or resident for U.S. federal income tax purposes;

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a corporation (or other entity treated as a corporation for U.S. federal income tax purposes) created or organized in or under the laws of the United States, any state thereof, or the District of Columbia;

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an estate, the income of which is subject to U.S. federal income taxation regardless of its source; or

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a trust if (i) a U.S. court can exercise primary supervision over the trust's administration and one or more "United States persons" (within the meaning of Section 7701(a)(30) of the Code) are authorized or have the authority to control all substantial decisions of the trust or (ii) it has a valid election in effect under applicable U.S. Treasury Regulations to be treated as a United States person for U.S. federal income tax purposes.

 

 

 

 

 

 

Beneficial Ownership⁽¹⁾

Name of Beneficial Owner⁽¹⁾

 

 

Number of Shares

Beneficially

Owned

 

 

Percentage

of Shares

Beneficially

Owned

Greater than 5% stockholders

 

 

 

 

Entities affiliated with Versant Venture Capital⁽²⁾

 

 

3,507,056

 

 

13.20%

Named Executive Officers and Directors )

 

 

 

 

Stephen Brady⁽³⁾

 

 

790,442

 

 

2.89%

Samuel Whiting⁽⁴⁾

 

 

284,108

 

 

1.06

Michael Raab⁽⁵⁾

 

 

49,206

 

 

*

Nicholas Maestas⁽⁶⁾

 

 

125,838

 

 

*

Geoff Nichol⁽⁷⁾

 

 

20,735

 

 

*

Christine Pellizzari⁽⁸⁾

 

 

18,335

 

 

*

Ronit Simantov⁽⁹⁾

 

 

18,335

 

 

*

All current executive officers and directors as a group (7 persons)

 

 

1,306,999

 

 

4.70%

 

 

 

 

 

 

 

*

Represents ownership of less than one percent.

(1)

The address for each director and executive officer is c/o Tempest Therapeutics, Inc., 2000 Sierra Point Parkway, Suite 400, Brisbane, California, 94005.

(2)

The indicated ownership is based solely on a Schedule 13D/A filed with the SEC by Versant Venture Capital IV, L.P. ("Versant IV"), Versant Side Fund IV, L.P. ("Side Fund IV"), Versant Ventures IV, LLC ("LLC IV"), Versant Venture Capital VI, L.P. ("Versant VI"), Versant Ventures VI GP, L.P. ("GP VI"), Versant Ventures VI GP-GP, LLC ("LLC VI"), Versant Vantage II, L.P. ("Vantage II LP"), Versant Vantage II GP, L.P. ("Vantage II GP"), Versant Vantage II GP-GP, LLC ("Vantage II LLC" and, with Versant IV, Side Fund IV, LLC IV, Versant VI, GP VI, LLC VI, Vantage II LP and Vantage II GP, collectively, the "Versant Reporting Persons"). LLC IV is the general partner of Versant IV and Side Fund IV, and LLC IV has voting and dispositive power over the shares held by Versant IV and Side Fund IV. LLC VI is the general partner of GP VI, which is the general partner of Versant VI. Each of LLC VI and GP VI share voting and dispositive power over the shares held by Versant VI. Vantage II LLC is the general partner of Vantage II GP, which is the general partner of Vantage II LP. Each of Vantage II LLC and Vantage II GP share voting and dispositive power over the shares held by Vantage II LP. Represents (i) 209,941 shares of common stock held by Versant VI, (ii) 2,118,644 shares of common stock held by Vantage II LP, (iii) 1,171,094 shares of common stock held by Versant IV, and (iv) 7,377 shares of common stock held by Side Fund IV, as reported on Schedule 13D filed with the SEC on May 9, 2022, as amended by Schedule 13D/A filed with the SEC on November 9, 2023, Schedule 13D/A filed with the SEC on February 8, 2024, Schedule 13D/A filed with the SEC on May 13, 2024 and Schedule 13D/A filed with the SEC on August 12, 2024. Thomas Woiwode, Kirk Nielsen, Bradley Bolzon, Robin Praeger, William Link, Samuel Colella, Rebecca Robertson, Brian Atwood, Ross Jaffe and Charles Warden, the managing members of LLC IV, may be deemed to possess voting and dispositive control over the shares held by Versant IV and Side Fund IV, and may be deemed to have indirect beneficial ownership of the shares held by such entities but disclaims beneficial ownership of such securities, except to the extent of their respective pecuniary interest therein, if any, and except for purposes of determining their obligations under Section 13(d) of the Securities Exchange Act of 1934, as amended ("Section 13(d)"). Thomas Woiwode, Bradley Bolzon, Jerel Davis, Kirk Nielsen, Clare Ozawa and Robin Praeger, the managing directors of LLC VI, may be deemed to possess voting and dispositive

(3)

Represents (i) 46,376 shares of common stock and (ii) 744,066 shares of common stock subject to options that are exercisable within 60 days of October 1, 2024.

(4)

Represents (i) 9,573 shares of common stock and (ii) 274,535 shares of common stock subject to options that are exercisable within 60 days of October 1, 2024.

(5)

Represents 49,206 shares of common stock subject to options that are exercisable within 60 days of October 1, 2024.

(6)

Represents (i) 8,668 shares of common stock and (ii) 117,170 shares of common stock subject to options that are exercisable within 60 days of October 1, 2024.

(7)

Represents 20,735 shares of common stock subject to options that are exercisable within 60 days of October 1, 2024.

(8)

Represents 18,335 shares of common stock subject to options that are exercisable within 60 days of October 1, 2024.

(9)

Represents 18,335 shares of common stock subject to options that are exercisable within 60 days of October 1, 2024.

 

 

 

 

By Order of the Board of Directors,

 

 

 

 

/s/ Nicholas Maestas

 

 

 

 

Nicholas Maestas

 

 

Corporate Secretary

 

 

 

 

 

 

3.

Thereafter pursuant to a resolution of the Board of Directors, this Certificate of Amendment was submitted to the stockholders of the Corporation for their approval, and was duly adopted at a special meeting of the stockholders of the Corporation, in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.

 

 

 

 

 

 

Tempest Therapeutics, Inc.

 

 

 

 

 

 

By:

 

 

 

 

 

 

Name:

 

 

 

 

Title: