DEF 14A: Tempest Therapeutics Pivots with CAR-T Asset Acquisition, New CEO

Sentiment:

Proxy Statement 31 December 2025 4:15 PM

📋All filings for Tempest Therapeutics, INC

Tempest Therapeutics announces a strategic asset acquisition of CAR-T cell therapies from Erigen and Factor Bioscience, securing new funding and appointing a new CEO, subject to stockholder approval.

Delay expectedThe exact timing of the Closing of the Contemplated Transactions cannot be predicted as it is subject to the satisfaction or waiver of closing conditions specified in the Asset Purchase Agreement, some of which are outside of the Company's direct control.The Stockholders Meeting may be postponed or adjourned if the Company reasonably believes it is necessary to ensure proper proxy statement disclosure, to obtain sufficient proxies for the Required Stockholder Vote, or to constitute a quorum, though not by more than 60 calendar days in aggregate or later than March 19, 2026.

Capital raiseOn November 24, 2025, the Company entered into a securities purchase agreement with a single institutional investor, agreeing to issue and sell 487,000 shares of common stock and prefunded warrants to purchase 685,414 shares of common stock in a registered direct offering.Concurrently, in a private placement, the Company issued warrants to purchase an aggregate of 1,172,414 shares of common stock. The combined purchase price of each share and accompanying common warrant was $3.625, and for each prefunded warrant and accompanying common warrant was $3.624.The gross proceeds from this offering were approximately $4.25 million, prior to deducting placement agent fees and other offering expenses.Factor Bioscience Inc. has committed to provide funding to the Company until the earlier of the 18-month anniversary of the closing date of the Contemplated Transactions or when the Company has raised aggregate gross proceeds of at least $20.0 million (inclusive of the $4.25 million already raised).

Summary

Tempest Therapeutics, Inc. (the "Company") will hold its Annual Meeting of Stockholders on January 27, 2026, to vote on several key proposals.
The Company proposes to acquire four CAR-T cell therapy assets (ERI-2003, ERI-2206, ERI-3003, ERI-3206) from Erigen LLC and Factor Bioscience Inc. (the "Sellers") in exchange for 8,268,495 shares of the Company's common stock.
This asset acquisition requires stockholder approval under Nasdaq rules due to the issuance of shares exceeding 20% of outstanding common stock and a potential change of control.
Dr. Matt Angel, Co-Founder, Chairman, and CEO of Factor, is expected to become the Company's new Chief Executive Officer and President upon closing of the transaction, with current CEO Stephen Brady transitioning to Chairman of the Board.
The Company recently completed a registered direct offering and concurrent private placement on November 24, 2025, raising approximately $4.25 million in gross proceeds.
Factor Bioscience has committed to provide up to $20.0 million in funding to the Company for at least 18 months post-closing, inclusive of the $4.25 million already raised.
Current stockholders will receive a special dividend of one warrant to purchase one share of common stock for each share held, with an exercise price of $18.48 per share, conditioned on the closing of the asset acquisition.
The Company is seeking approval to amend its 2023 Equity Incentive Plan to increase the number of shares available for issuance by 1,410,000 shares, which is conditioned on the approval of the Nasdaq Proposal.
Pre-closing equityholders are expected to own approximately 37.3% of the Company on a fully diluted basis (without considering the special dividend warrants), while Erigen equityholders (Dr. Angel and Lotus Capital BVI Limited) are expected to own approximately 62.7%.
With the issuance and exercise of the special dividend warrants, pre-closing equityholders would own approximately 54.4%, and Dr. Angel and Lotus would own approximately 26.7% and 18.9%, respectively.
The Company's financial advisor, MTS Securities, LLC, provided an opinion that the consideration for the asset purchase is fair from a financial point of view to the Company as of November 18, 2025.

Sentiment

Score: 6

Explanation: The filing outlines a critical strategic move to acquire new assets and secure funding, addressing the Company's 'constrained liquidity and limited strategic optionality.' While it involves significant dilution for existing shareholders and inherent risks, it provides a clear path for pipeline expansion and financial runway, which is a positive development given the challenging market context for immuno-oncology companies. The management changes and fairness opinion also lend credibility to the transaction.

Positives

Expansion of the Company's pipeline with four new CAR-T cell therapy assets (TPST-2003, TPST-2206, TPST-3003, TPST-3206), offering potential for future milestone events and value creation.
Factor Bioscience's funding commitment of up to $20.0 million provides financial support and an anticipated 18-month operating runway post-closing, enhancing liquidity and future access to capital.
Appointment of Dr. Matt Angel as the new CEO brings significant scientific background and knowledge of the acquired assets, which is instrumental for their development.
The transaction was the result of a comprehensive strategic review process, indicating a considered approach to addressing the Company's constrained liquidity and limited strategic optionality.
The issuance of Purchaser Warrants as a special dividend to pre-closing stockholders offers an opportunity for them to retain additional value following the transaction.

Negatives

Significant dilution for current stockholders, with pre-closing equityholders expected to own approximately 37.3% of the Company on a fully diluted basis (or 54.4% including special dividend warrants).
The Company will incur significant nonrecurring transaction-related costs before, at, and after closing.
A termination fee of $300,000 is payable by the Company to Factor under certain termination scenarios of the Asset Purchase Agreement.
The unaudited pro forma financial information is for illustrative purposes only and may not be indicative of actual future financial position or operational results.
Financial projections for the acquired assets are inherently uncertain and may not be achieved, potentially impacting the Company's stock price and financial position.
The Company's net loss for the year ended December 31, 2024, was $(41,843) thousand, and pro forma net loss for the same period would be $(74,377) thousand due to expensing in-process R&D.

Risks

The Contemplated Transactions may not be completed on the terms or timeline currently contemplated, or at all, due to various closing conditions, including stockholder approval.
Uncertainties during the pendency of the Contemplated Transactions could adversely affect the Company's ability to attract, retain, and motivate key personnel, and impact the trading price of its common stock.
The Company may be subject to lawsuits relating to the Contemplated Transactions, which could result in substantial costs, divert management time, and potentially delay or prevent completion.
If the Contemplated Transactions are not completed, the Company's access to capital, ongoing businesses, and financial results may be adversely affected, and a termination fee may be payable.
Material adverse changes affecting the acquired assets or the biotechnology industry may occur after the announcement but before closing, which may not permit the Company to refuse to complete the transaction.
Subsequent to the consummation of the Contemplated Transactions, the Company may discover material issues with respect to the acquired assets that could negatively affect its financial condition, results of operations, and share price.
The market price of the Company's securities may decline if the benefits of the Contemplated Transactions do not meet the expectations of investors, stockholders, or financial analysts.
There is a risk of the Company's common stock becoming delisted from Nasdaq, which would limit its liquidity and potentially lead to a further decline in price.
Sales of substantial amounts of the Company's common stock by Erigen or its permitted transferees in the open market could depress the stock price.
The fairness opinion from MTS Securities, LLC, does not reflect changes in circumstances after its November 18, 2025 date, and its conclusions may be affected by subsequent developments.
The financial projections regarding the acquired assets are based on numerous variables and assumptions that are inherently uncertain and may not be realized.

Future Outlook

The Company expects the closing of the Contemplated Transactions to occur in the first quarter of 2026, subject to satisfaction or waiver of closing conditions. Proceeds from the recent offering are planned for working capital and general corporate purposes. Following the acquisition, the Company intends to prepare an Investigational New Drug (IND) application for TPST-2003 and generate preclinical data for TPST-3003, TPST-2206, and TPST-3206, leveraging clinical data from Novatim's planned pivotal study in China. The increase in the equity incentive plan shares is expected to meet compensation needs for approximately two years, supporting anticipated growth in hiring.

Management Comments

Dr. Angel's scientific background and knowledge of the Assets was instrumental in the decision to appoint him as our Chief Executive Officer following the Contemplated Transactions.
The Board's assessment that the Asset Purchase Agreement and the Contemplated Transactions were the result of an active, months-long and comprehensive strategic review process that included outreach to numerous potential counterparties and the evaluation of a broad range of alternatives.
The Board's belief that further extending the strategic review process was unlikely to yield actionable alternatives superior to the proposed transaction with the Sellers and risked jeopardizing the Company's opportunity to consummate such transaction altogether, particularly in light of the Company's constrained liquidity and limited strategic optionality.
The Board's belief that the potential benefits of the Contemplated Transactions and the other transactions contemplated by the Asset Purchase Agreement outweighed the risks and uncertainties inherent in the Contemplated Transactions and in the Company's standalone prospects.

Industry Context

The announcement reflects a strategic pivot in the biotechnology industry, specifically within the cell and gene therapy sector, where companies often seek to expand their pipelines through acquisitions to enhance long-term value. The filing highlights a challenging capital market environment for clinical-stage immuno-oncology companies, which influenced the Company's decision to pursue this transaction. The acquisition of CAR-T assets, including both autologous and allogeneic therapies, positions the Company in a rapidly evolving and competitive area of cancer treatment. The emphasis on gene-edited allogeneic therapies (TPST-3003, TPST-3206) suggests a focus on potentially lower manufacturing costs and shorter time to treatment, aligning with broader industry efforts to make advanced therapies more accessible and cost-effective.

Comparison to Industry Standards

MTS Securities, LLC, in its fairness opinion, compared the projected operating performance of the acquired assets with publicly available information concerning early-stage (post Phase 1 Data) cell-therapy biotech companies, including Cartesian Therapeutics, Inc., Cabaletta Bio, Inc., Protara Therapeutics, Inc., Celularity, Inc., MiNK Therapeutics, Inc., and Enlivex Therapeutics, Ltd.
The analysis also reviewed precedent transactions since 2020 involving the acquisition of companies with clinical stage assets (post Phase 1 Data), such as EsoBiotec, B.V. (acquired by AstraZeneca, PLC), Poseida Therapeutics, Inc. (acquired by Roche Holding, AG), ImmPACT Bio, Inc. (acquired by Lyell Immunopharma, Inc.), Gracell Biotechnologies, Inc. (acquired by AstraZeneca, PLC), and Kiadis, N.V. (acquired by Sanofi).
The implied asset values derived from these comparisons ranged from $40 million to $45 million for enterprise value based on public trading comparables, and $125 million to $200 million for Total Enterprise Value/Unadjusted Peak Sales, applying to Factor's lead asset ERI-2003 with estimated unadjusted peak sales of $2.0 billion in 2035.
Precedent transaction analysis indicated upfront transaction values ranging from $425 million to $850 million and total transaction values from $1,000 million to $1,125 million, with Transaction Value / Unadjusted Peak Sales ranging from $1,375 million to $1,875 million for ERI-2003.

Management Changes

Role	Previous Person	New Person	Effective Date	Reason
Chief Executive Officer and President	Stephen Brady	Matt Angel, Ph.D.	Upon Closing of Contemplated Transactions	Strategic appointment in connection with the asset acquisition, leveraging Dr. Angel's knowledge of the acquired assets.
Chairman of the Board	Michael Raab	Stephen Brady	Upon Closing of Contemplated Transactions	Transition from CEO role as part of post-acquisition governance structure.
Director (Class I)	Geoff Nichol	NA	Upon Closing of Contemplated Transactions	Expected resignation in connection with the Contemplated Transactions.
Executive Vice President and Chief Medical Officer	Samuel Whiting, M.D., Ph.D.	Samuel Whiting, M.D., Ph.D. (as consultant)	June 5, 2025 (transitioned to consultant)	Transitioned to a consulting agreement, will continue to support the Company as a consultant post-acquisition.

Corporate Governance

Change Type	Description	Effective Date	Impact Assessment
Stockholder Rights Plan	Approval of the Company's limited duration stockholder rights plan, as amended, which would extend its expiration date to October 10, 2026, if approved.	Upon Stockholder Approval (January 27, 2026)	Aims to reduce the likelihood of any person or group gaining control without paying an appropriate control premium or providing the Board sufficient time for informed judgments.
Equity Incentive Plan Amendment	Approval of an amendment to the Amended and Restated 2023 Equity Incentive Plan to increase the number of shares issuable by 1,410,000 shares and establish a maximum of 7,000,000 shares for incentive stock options.	Upon Stockholder Approval (January 27, 2026)	Critical for attracting, motivating, and retaining qualified employees, non-employee directors, and consultants, especially given the competitive market for talent and anticipated growth post-acquisition. Includes good governance practices like no repricing without approval and limits on non-employee director compensation.
Board Leadership Structure	The Board has determined that the roles of Chief Executive Officer and Chairperson of the Board should be separate, with Michael Raab serving as independent, non-employee Chairperson.	Ongoing	Enhances independent oversight and corporate governance.
Risk Oversight	The Board administers risk oversight directly and through its Audit, Compensation, and Nominating and Corporate Governance Committees, covering strategic, financial, operational, and compliance risks.	Ongoing	Ensures comprehensive monitoring and assessment of the Company's risk exposure.
Clawback Policy	The Company has an Incentive Compensation Recoupment Policy designed to comply with SEC and Nasdaq rules, allowing recoupment of incentive compensation in the event of an accounting restatement.	Ongoing	Aligns executive compensation with financial reporting integrity and stockholder interests.
Hedging and Pledging Policy	The Insider Trading Policy prohibits employees, directors, and designated consultants from engaging in short sales, publicly traded options, hedging transactions, margin accounts, or pledges of common stock.	Ongoing	Prevents speculative transactions and aligns insider interests with long-term company performance.

Legal Proceedings

The Company may be subject to lawsuits relating to the Contemplated Transactions, which could result in substantial costs and divert management time and resources, potentially delaying or preventing the completion of the transactions.

Related Party Transactions

The Asset Purchase Agreement is between the Company and Erigen LLC and Factor Bioscience Inc. (the "Sellers"). Erigen is an affiliate of Factor, with Dr. Matt Angel and Lotus Capital BVI Limited as its members.
Dr. Matt Angel, Co-Founder, Chairman, and CEO of Factor, will become the Company's Chief Executive Officer and President upon closing of the Contemplated Transactions, and will receive an employment agreement including an option to purchase 2.0% of the Company's outstanding shares at Closing.
A Lock-Up Agreement has been entered into with Erigen, restricting the transfer of 50% of its shares of common stock received as Closing Consideration for 180 days post-closing.
A Commitment Letter has been entered into with Factor, where Factor agrees to provide funding to the Company up to $20.0 million under certain conditions.
The Company has a written Related Person Transactions Policy for transactions exceeding $120,000 (or 1% of average total assets for smaller reporting companies), excluding compensation for services.

Stakeholder Impact

Shareholders: Will experience significant dilution from the issuance of 8,268,495 shares for the asset acquisition and potentially from the exercise of warrants. However, they will receive a special dividend of Purchaser Warrants and benefit from the expanded pipeline and secured funding, which could lead to long-term value creation.
Employees: Key management roles will change, with Dr. Matt Angel becoming CEO and Stephen Brady becoming Chairman. The increased equity incentive plan shares are intended to attract, motivate, and retain employees in a competitive industry.
Customers/Patients: The acquisition of CAR-T cell therapy assets aims to advance new treatments for multiple cancers and rare diseases, potentially benefiting future patients.
Creditors: The funding commitment from Factor Bioscience Inc. provides financial stability and an extended operating runway, which could be favorable for creditors.
Suppliers/Partners: The Company's ability to continue and expand its development programs for the acquired assets may create new opportunities for suppliers and partners in the biotechnology ecosystem.

Next Steps

Hold the Annual Meeting of Stockholders on January 27, 2026, to vote on the proposed transactions and other corporate matters.
Close the Contemplated Transactions, including the asset acquisition and related agreements, expected in the first quarter of 2026.
Appoint Dr. Matt Angel as the new President and Chief Executive Officer, and adjust the Board composition upon closing.
Prepare and file an Investigational New Drug (IND) application to the FDA for TPST-2003 (formerly ERI-2003) in the United States.
Generate preclinical data to support an IND submission for TPST-3003 (formerly ERI-3003).
Evaluate preclinical data generated by Novatim for TPST-2206 (formerly ERI-2206) and TPST-3206 (formerly ERI-3206) to support future development decisions.
File a current report on Form 8-K within four business days after the Annual Meeting to publish final voting results.
Prepare and file a registration statement on Form S-1 with the SEC for the resale of the Purchaser Common Stock comprising the Closing Consideration as promptly as reasonably practicable after the Closing Date.

Key Dates

Date	Description
2019-12	Geoff Nichol began serving on the board of the legacy company.
2020-11	Samuel Whiting began serving as Executive Vice President and Chief Medical Officer.
2021-06	Stephen Brady began serving as Chief Executive Officer and Director.
2021-06	Geoff Nichol began serving on the Company's Board.
2021-06	Michael Raab began serving as Chairman of the Board.
2021-07	Christine Pellizzari began serving on the Company's Board.
2021-08	Ronit Simantov began serving on the Company's Board.
2022-01-12	Employment agreements with Stephen Brady and Samuel Whiting were entered into.
2022-12-31	Fiscal year end for 2022 financial metrics.
2023-01-01	Beginning of fiscal year 2023.
2023-04	2023 Equity Incentive Plan initially adopted by the Board.
2023-05-09	Confidentiality Agreement between Factor and Purchaser executed.
2023-06	2023 Equity Incentive Plan approved by stockholders.
2023-09	Stephen Brady began serving as President.
2023-10-06	Engagement letter agreement with MTS Health Partners, L.P. as financial advisor.
2023-10-10	Board adopted the Rights Plan and declared a dividend of one preferred share purchase right.
2023-10-23	Record Date for the Rights Plan dividend.
2023-12-31	Fiscal year end for 2023 financial metrics.
2024-01-01	Stephen Brady's annual base salary increased to $600,000; Samuel Whiting's annual base salary increased to $481,749.
2024-01-02	Compensation Committee approved annual option grants to Mr. Brady, Dr. Whiting, and Mr. Maestas.
2024-10-09	Amendment No. 1 to the Rights Agreement extended the expiration date.
2024-12-05	Amendment No. 2 to the Rights Agreement made technical amendments.
2024-12-31	Fiscal year end for 2024 financial metrics.
2025-01-01	Nicholas Maestas's employment agreement effective, annual base salary of $425,000.
2025-01-01	Number of shares available for issuance under 2019 ESPP increased by 38,461 shares.
2025-01-01	Number of shares available for issuance under 2023 EIP increased by 135,297 shares.
2025-01	Nicholas Maestas began serving as Chief Financial Officer and Head of Corporate Strategy.
2025-05-27	Company received a written indication of interest from Factor proposing asset sale.
2025-06-05	Stephen Brady, Samuel Whiting, and Nicholas Maestas transitioned to consulting agreements; all outstanding equity awards fully accelerated and vested.
2025-07	Erigen entered into an Exclusive License and Collaboration Agreement with Novatim.
2025-08-15	Cooley delivered initial draft of Asset Purchase Agreement to Morse.
2025-09-30	End of nine months for 2025 financial metrics.
2025-11	Erigen entered into an Amended and Restated License and Collaboration Agreement with Factor Bioscience Limited.
2025-11	Erigen entered into an Amended and Restated Master Services Agreement with Factor.
2025-11-18	MTS Securities, LLC rendered its oral fairness opinion to the Board.
2025-11-19	Asset Purchase Agreement executed by the Company, Erigen, and Factor Bioscience Inc.
2025-11-19	Stephen Brady and Nicholas Maestas rehired on a full-time basis.
2025-11-24	Company entered into a securities purchase agreement for a registered direct offering and concurrent private placement.
2025-11-26	Company received gross proceeds of approximately $4.25 million from an equity financing.
2025-11-30	Board approved Amendment No. 1 to the Amended and Restated 2023 Equity Incentive Plan.
2025-12-04	Record date for the Annual Meeting.
2025-12-05	Financing End Date for the Pre-Closing Financing condition.
2025-12-31	Date of the proxy statement.
2026-01-06	Proxy materials intended to be mailed on or about this date.
2026-01-26	Deadline for telephone or internet proxy voting (11:59 p.m. ET).
2026-01-27	Annual Meeting of Stockholders to be held at 1:00 p.m. Pacific Time.
2026-Q1	Expected closing of the Contemplated Transactions.
2026-10-10	Final Expiration Date for the Rights Plan if stockholder approval is obtained.
2026-09-08	Deadline for stockholder proposals for the 2026 Annual Meeting to be included in proxy materials.
2026-09-29	Earliest date for stockholder director nominations or other proposals for the 2026 Annual Meeting.
2026-10-29	Latest date for stockholder director nominations or other proposals for the 2026 Annual Meeting.
2027-12-31	Novatim is planning to conduct a pivotal study for ERI-2003 in rrMM, in preparation for a potential BLA application in China by the end of 2027.
2028-01-18	If Novatim does not submit a BLA for ERI-2003 in Greater China by this date, it shall be deemed a material breach of the Novatim License Agreement.
2029-01-01	2019 ESPP automatic share increase continues through this date.
2033-01-01	2023 EIP automatic share increase continues through this date.

Recommendation

hold

The filing details a transformative strategic acquisition that, while significantly dilutive to existing shareholders, is a necessary step to address the Company's 'constrained liquidity and limited strategic optionality' in a challenging capital market. The acquisition of a new CAR-T pipeline and the accompanying funding commitment from Factor Bioscience provide a crucial lifeline and a path for future growth. The appointment of a new CEO with expertise in the acquired assets is also a positive. However, the substantial dilution, inherent risks in drug development, and the speculative nature of financial projections warrant caution. For a seasoned investor, this is a 'hold' situation, as the company is undergoing a significant restructuring with both high potential upside if the new pipeline succeeds and considerable execution risk. Monitoring the integration of assets, progress in clinical trials, and the effective utilization of the new funding will be key.

Keywords

CAR-T therapy, Asset acquisition, Biotechnology, SEC filing, Proxy statement, Stockholder meeting, Equity financing, Dilution, Corporate governance, Risk factors, Nasdaq listing, Management change, Clinical development, Gene editing

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