Tempest Adopts Limited Duration Stockholder Rights Plan
11 Outubro 2023 - 9:01AM
Tempest Therapeutics, Inc. (Nasdaq: TPST), a clinical-stage
oncology company developing first-in-classi therapeutics that
combine both targeted and immune-mediated mechanisms, today
announced that its Board of Directors (the “Board”) has adopted a
limited duration stockholder rights plan, effective immediately
(the “Rights Plan”).
Stephen Brady, president and chief executive
officer of Tempest, stated: “Today we announced exciting new
randomized data in first-line HCC from our lead program, TPST-1120.
Unfortunately, Tempest, like many other biotechnology companies,
continues to experience a significant and ongoing dislocation in
the trading price of its common stock. We intend the Rights Plan to
enable all of our stockholders to realize the long-term value of
their investment. The Rights Plan should reduce the likelihood that
any person or group gains control of Tempest through open market
accumulation without paying all stockholders an appropriate control
premium or without providing the Board sufficient time to make
informed judgments and take actions that are in the best interests
of all stockholders.”
The Board did not adopt the Rights Plan in
response to a specific takeover threat. In addition, the Rights
Plan does not prevent the Board from engaging with parties or
accepting an acquisition proposal if the Board believes that it is
in the best interests of Tempest and all of its stockholders. The
Rights Plan is similar to other plans adopted by publicly held
companies in comparable circumstances, and does not contain any
dead-hand, slow-hand, no-hand or similar feature that limits the
ability of a future Board to redeem the rights.
In connection with the adoption of the Rights
Plan, the Board declared a dividend of one right for each
outstanding share of the Company’s common stock as of the close of
business on October 23, 2023, the record date. The rights will be
exercisable only if a person or group (an “acquiring person”)
acquires or launches a tender or exchange offer to acquire
beneficial ownership (which includes certain synthetic equity
interests) of 10% or more of the Company’s outstanding common stock
(15% for certain passive institutional investors as described in
the Rights Plan). Any stockholders with beneficial ownership of the
Company’s outstanding common stock above the applicable threshold
as of the time of this announcement are grandfathered at their
current ownership levels but are not permitted to increase their
ownership without triggering the Rights Plan. Once the rights
become exercisable, each right will entitle its holder (other than
the acquiring person, whose rights will become void) to purchase,
for $25.00, additional shares of the Company’s common stock having
a market value of twice such exercise price. In addition, the
Rights Plan has customary flip-over and exchange features.
The Rights Plan will expire on October 10, 2024
or, if Tempest’s stockholders approve the Rights Plan, on October
10, 2026, unless the rights are earlier redeemed by the Company.
Additional information regarding the Rights Plan will be contained
in a Form 8-K to be filed by the Company with the U.S. Securities
and Exchange Commission.
About Tempest Therapeutics
Tempest Therapeutics is a clinical-stage
oncology company advancing small molecules that combine both
tumor-targeted and immune-mediated mechanisms with the potential to
treat a wide range of tumors. The company has a diverse portfolio
of novel programs ranging from early research to investigation in a
randomized global study in first-line cancer patients. The
company’s two clinical programs, TPST-1120 and TPST-1495, target
PPARα and the prostaglandin E2 receptors, EP2/EP4, respectively,
and are advancing through trials designed to study the agents as
monotherapies and in combination with approved agents. Tempest is
also developing an orally available inhibitor of TREX1, a target
that controls activation of the cGAS/STING pathway. Tempest is
headquartered in Brisbane, California. More information about
Tempest can be found on the company’s website at
www.tempesttx.com.
Forward-looking Statements
This press release contains forward-looking
statements (including within the meaning of Section 21E of the
Exchange Act, and Section 27A of the Securities Act of 1933, as
amended (the “Securities Act”) concerning Tempest Therapeutics,
Inc. These statements may discuss goals, intentions, and
expectations as to future plans, trends, events, results of
operations or financial condition, or otherwise, based on current
beliefs of the management of Tempest Therapeutics, as well as
assumptions made by, and information currently available to,
management of Tempest Therapeutics. Forward-looking statements
generally include statements that are predictive in nature and
depend upon or refer to future events or conditions, and include
words such as “may,” “will,” “should,” “would,” “could”, “expect,”
“anticipate,” “plan,” “likely,” “believe,” “estimate,” “project,”
“intend,” and other similar expressions. All statements that are
not historical facts are forward-looking statements, including any
statements regarding the timing of data releases from the TPST-1120
program and the impact of the adoption on the Rights Plan.
Forward-looking statements are based on information available to
Tempest Therapeutics as of the date hereof and are not guarantees
of future performance. Factors that may cause actual results to
differ from those expressed or implied are discussed in greater
detail in the “Risk Factors” section of the Company’s Quarterly
Report on Form 10-Q for the quarter ended June 30, 2023 and other
documents filed by the Company from time to time with the
Securities and Exchange Commission. Except as required by
applicable law, Tempest Therapeutics undertakes no obligation to
revise or update any forward-looking statement, or to make any
other forward-looking statements, whether as a result of new
information, future events or otherwise. These forward-looking
statements should not be relied upon as representing Tempest
Therapeutics’ views as of any date subsequent to the date of this
press release and should not be relied upon as prediction of future
events. In light of the foregoing, investors are urged not to rely
on any forward-looking statement in reaching any conclusion or
making any investment decision about any securities of Tempest
Therapeutics.
Investor Contacts:
Sylvia WheelerWheelhouse Life Science
Advisorsswheeler@wheelhouselsa.com
Aljanae ReynoldsWheelhouse Life Science
Advisorsareynolds@wheelhouselsa.com
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