SCHEDULE: Tempest Therapeutics CEO Boosts Stake to 35.9%

Tempest Therapeutics CEO Matthew Angel has significantly increased his beneficial ownership in the company to 35.9% following an asset purchase agreement.

Summary

• Matthew Angel, the Chief Executive Officer, President, and a director of Tempest Therapeutics, Inc., beneficially owns 4,837,070 shares of the company's Common Stock.
• This ownership represents 35.9% of the Issuer's outstanding Common Stock, calculated based on 13,481,070 shares outstanding immediately after the asset purchase.
• The shares were acquired through a membership interest in Erigen LLC, which received 8,268,495 shares of Tempest Therapeutics common stock as part of an Asset Purchase Agreement.
• The Asset Purchase Agreement, dated November 19, 2025, involved Tempest Therapeutics acquiring certain assets from Erigen LLC and Factor Bioscience Inc.
• Erigen LLC is expected to dissolve and distribute the Tempest Therapeutics shares received to its equityholders, including Matthew Angel, following the closing of the transaction on February 3, 2026.
• Matthew Angel states that the shares were acquired for investment purposes, with potential for future acquisitions as compensation or disposals.

Sentiment

Score: 8

Explanation: StockSavvy.ai views this as a highly positive development, demonstrating strong insider confidence and alignment of interests following a strategic asset acquisition, which typically bodes well for long-term company performance.

Positives

• Matthew Angel, as CEO, President, and a director, now holds a substantial 35.9% beneficial ownership, signaling strong insider confidence and alignment with shareholder interests.
• The acquisition of assets via the Asset Purchase Agreement could be a strategic move to enhance the company's capabilities or pipeline.
• The company has committed to filing a Form S-1 registration statement within 30 days of the closing to facilitate the resale of shares issued to Erigen's equityholders, potentially improving liquidity for these shares in the future.

Negatives

• A Lock-Up Agreement restricts the transfer of 50% of the shares received by Erigen (and its transferees, including potentially Matthew Angel's portion) for 180 days following the closing, which could limit immediate liquidity for a significant portion of the newly acquired shares.

Future Outlook

Matthew Angel intends to hold his shares for investment purposes and may acquire additional shares as compensation (e.g., vesting options, future equity awards) or dispose of portions of his holdings. The Issuer has committed to filing a registration statement on Form S-1 within 30 days of the closing date to allow for the resale of the shares issued to Erigen's equityholders.

Management Comments

• "The Reporting Person acquired the Common Stock for investment purposes."
• "From time to time, the Reporting Person may acquire beneficial ownership of additional shares of Issuer Common Stock as compensation, by purchase or otherwise, including pursuant to the vesting or exercise of outstanding stock options currently owned by the Reporting Person or upon receipt from the Issuer of future compensatory equity incentive awards."
• "From time to time, the Reporting Person may determine to dispose of all or a portion of the shares of Issuer Common Stock."

Industry Context

StockSavvy.ai notes that a significant increase in insider ownership, particularly by a CEO to 35.9%, is a strong indicator of management's conviction in the company's future prospects. This level of commitment is often viewed positively by the market, especially in the biotechnology sector where the success of strategic asset acquisitions and pipeline development heavily relies on leadership's belief and long-term vision.

Comparison to Industry Standards

• Matthew Angel's 35.9% beneficial ownership is substantially higher than the average insider ownership typically observed in larger, more mature public companies (e.g., S&P 500 companies often have low single-digit insider ownership).
• This level of concentrated ownership is more common in smaller, early-stage biotechnology firms or those undergoing significant strategic transformations, where founders or key executives retain substantial stakes, similar to early-stage growth companies like Moderna (MRNA) in its earlier years or privately held biotech ventures transitioning to public markets.
• The strong alignment of interests between the CEO and shareholders, driven by such a significant stake, is generally considered a positive governance factor, often exceeding benchmarks for corporate governance best practices in terms of insider commitment.

Corporate Governance

Related Party Transactions

• The Asset Purchase Agreement involves Erigen LLC, and Matthew Angel, the CEO of Tempest Therapeutics, used personal funds to acquire a membership interest in Erigen. This makes the transaction a related-party dealing as Matthew Angel is an equityholder of Erigen, which sold assets to Tempest Therapeutics in exchange for shares.

Stakeholder Impact

• Shareholders: Experience potential dilution from the issuance of new shares for the asset purchase, but benefit from increased insider alignment and confidence, and potential future liquidity from the planned registration statement.
• Erigen LLC Equityholders (including Matthew Angel): Will receive shares of Tempest Therapeutics Common Stock, subject to a 180-day lock-up on 50% of the shares, and will benefit from the Issuer's commitment to facilitate resale via a registration statement.
• Factor Bioscience Inc.: As a seller in the Asset Purchase Agreement, it has transferred assets to Tempest Therapeutics.

Next Steps

• The Issuer will prepare and file a registration statement on Form S-1 (or other available form) with the SEC within thirty (30) days of the Closing Date (February 3, 2026) for the resale of the Issuer Common Stock issued to Erigen.
• The Issuer will use reasonable best efforts to have the Registration Statement declared effective by the SEC and keep it continuously effective for resale by Erigen or its equityholders.
• Erigen LLC is expected to dissolve and distribute the Issuer Common Stock received at Closing to its equityholders.

Key Dates

Recommendation

The significant increase in CEO Matthew Angel's beneficial ownership to 35.9% following a strategic asset acquisition signals strong insider confidence and a deep alignment of management's interests with long-term shareholder value. This level of commitment, coupled with the strategic move to acquire assets, suggests a positive outlook for the company's future, making it an attractive investment opportunity.

Keywords

Tempest Therapeutics, Matthew Angel, Schedule 13D, beneficial ownership, insider ownership, asset purchase agreement, common stock, biotechnology, corporate governance