Tempest Therapeutics, Inc. entered into a Master Services Agreement (MSA) with Factor Bioscience Inc. on September 22, 2026. The agreement establishes the terms for Factor to provide research and development services to Tempest. Concurrent with the MSA, the companies executed Work Order No. 1, which focuses on the development of in vivo CAR-T therapies. The MSA is set to remain in effect until terminated by either party with 30 days' prior written notice. Tempest retains the right to suspend services under Work Order No. 1 for one calendar month, provided it provides at least 14 days' notice, with the suspension right exercisable up to three times.
Tempest is obligated to pay Factor an aggregate of $5.0 million per year, payable in equal monthly installments of $416,667, subject to proration for the first and last months of service. Additionally, the company will reimburse Factor for materials, equipment, reagents, and third-party services, along with a 10% project management fee on those expenses. Factor is required to provide quarterly reports summarizing the services performed. The agreement was reviewed and approved by Tempest’s Audit Committee, which determined that the terms were no less favorable than those generally available from an unaffiliated third party. The Audit Committee noted that the agreement constitutes a related person transaction because Dr. Matt Angel, Tempest’s CEO and a member of its Board, is the majority owner and Chairman of Factor Bioscience LLC.
In other corporate developments, the Board of Directors appointed Ms. Nancy Freda-Smith as a Class III director to fill a vacancy, effective September 22, 2026. She will serve until the Company’s 2027 annual meeting of stockholders and has been designated as the Chair of the Audit Committee. Ms. Freda-Smith brings over 30 years of experience in corporate governance, financial reporting, and risk management, including her recent role as Chief Audit and Risk Officer at Ralph Lauren Corporation. As a non-employee director, she will receive an initial option award to purchase 25,000 shares of common stock under the Company’s 2023 Equity Incentive Plan.
Separately, the Company announced the resignation of Mr. Nicholas Rossettos as Chief Financial Officer, effective immediately. Concurrently, the Board appointed Ms. Constance Ames as Chief Financial Officer, Principal Financial and Accounting Officer, Treasurer, and Corporate Secretary, also effective immediately. Ms. Ames has over 15 years of experience in public and private biopharma companies, including her tenure as Vice President of Finance at Axsome Therapeutics, Inc.
