{"url_path":"/sec/tpst/10-q/2026/item-5","section_key":"item-5","section_title":"Item 5 Other Information","topic":"sec","document":{"doc_type":"10-Q","doc_date":"2026-05-14","source_url":"https://www.sec.gov/Archives/edgar/data/1544227/0001193125-26-224289-index.html","accession_number":"0001193125-26-224289","cik":"0001544227","ticker":"TPST","issuer_name":"Tempest Therapeutics, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1544227/0001193125-26-224289-index.html","primary_entity_key":"0001544227","primary_entity_name":"Tempest Therapeutics, Inc."},"word_count":227,"has_tables":true,"body_markdown":"Item 5. Other Information\n\nInsider Trading Arrangements\n\nIn November 2025, Erigen entered into the Factor MSA, which was assigned to the Company on February 3, 2026 in connection with the closing of the Asset Purchase Agreement. Under the Factor MSA, we are obligated to pay Factor a service fee and all non-cancellable obligations in the amount specified in each work order associated with the agreement for the provision of services.\n\nOn May 11, 2026, we entered into the Letter Agreement with Factor relating to certain payment obligations of the Company under the Factor MSA and the Work Order. Pursuant to the Letter Agreement, Factor agreed to permanently waive its right to receive the first $2.1 million payable by the Company to Factor under the Factor MSA and the Work Order. In addition, Factor agreed to return to the Company a deposit of $0.2 million previously made by the Company under the Work Order in the interim period subject to certain conditions. The Company agreed to use its best efforts to promptly raise additional funds to further expand the Company’s cash runway.\n\nDuring our last fiscal quarter, no director or officer (as defined in Rule 16a-1(f) under the Exchange Act) adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.\n\n35\n\n[Table of Contents](#toc_page)"}