Tempest signs related-party R&D pact, reshapes leadership

Posted by Dante Gardener on Sep 30th, 2026

What happened

Tempest Therapeutics, Inc. (NASDAQ: TPST) said on September 22, 2026, that it signed a Master Services Agreement with Factor Bioscience Inc. The agreement covers research and development services under work orders that both sides approve. Tempest said Work Order No. 1 covers in vivo CAR-T therapies.

Effective September 22, 2026, the board appointed Nancy Freda-Smith as a Class III director and chair of the Audit Committee. It also named Constance Ames chief financial officer, principal financial and accounting officer, treasurer, and corporate secretary. Nicholas Rossettos resigned as chief financial officer effective immediately.

Key numbers

Metric	Latest	Source
Aggregate fees payable to Factor under the MSA	$5.0 million per year	SEC 8-K
Equal monthly installments	$416,667 per month	SEC 8-K
Project management fee	10%	SEC 8-K
Initial option award	25,000 shares	SEC 8-K
Dr. Angel ownership of outstanding common stock	34.2%	SEC 8-K

Why it matters

Tempest expects aggregate fees payable to Factor under the MSA to be $5.0 million a year, paid in equal monthly installments of $416,667. Tempest will also reimburse materials, equipment, reagents, and third-party services, plus a 10% project management fee on those amounts. That annual fee is about 38% of Tempest Therapeutics, Inc.'s market value, so the deal can move the case even without new clinical data.

The filing also says the MSA is a related person transaction. Dr. Matt Angel, Ph.D., Tempest's president and chief executive officer, is the majority owner, chief executive officer, and chairman of Factor Bioscience LLC. The Audit Committee approved the MSA, and Dr. Angel did not take part.

The main offset is that either side can end the deal on 30 days' notice, Tempest can suspend Work Order No. 1 up to three times, and the filing does not give a total maximum spend beyond the annual fee and reimbursables.

What's next

Factor must send quarterly reports that summarize the services it performed. Those reports will show how much work Tempest is buying and whether reimbursable costs stay limited.

They will also give the market a clearer read on whether the contract stays narrow or starts to scale.

Tempest also said the board believes it now meets Nasdaq board requirements after the appointments of Freda-Smith, Dr. Yee, and Mr. Richey.

Sources

SEC 8-K — Tempest Therapeutics, Inc. Form 8-K dated September 22, 2026 and signed September 28, 2026.

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