S-1: Tempest Therapeutics Registers 1.17M Shares for Resale

Tempest Therapeutics, a clinical-stage biotechnology company, filed an S-1 registration statement for the resale of 1,172,414 common shares by a selling stockholder, issuable upon warrant exercise.

Summary

• Tempest Therapeutics, Inc. is a clinical-stage biotechnology company focused on cancer therapies, incorporated in Delaware in 2011 and headquartered in Brisbane, California.
• The company's lead program, amezalpat (TPST-1120), is a first-in-class therapeutic candidate ready to begin a pivotal study in first-line hepatocellular carcinoma (HCC), subject to additional resources.
• Another clinical-stage therapeutic candidate is TPST-1495 for Familial Adenomatous Polyposis, also believed to be a first-in-class molecule.
• This S-1 registration statement covers the offer and resale of up to 1,172,414 shares of common stock by the selling stockholder, Sabby Volatility Warrant Master Fund, Ltd., which are issuable upon the exercise of warrants.
• The company will not receive any proceeds from the sale of these specific warrant shares by the selling stockholders.
• The warrants were acquired by the selling stockholder pursuant to a securities purchase agreement dated November 24, 2025, which also included a registered direct offering of 487,000 common shares and prefunded warrants for 685,414 shares.
• The combined purchase price for each common stock share and accompanying warrant was $3.625, and for each prefunded warrant and accompanying warrant was $3.624.
• The warrants have an exercise price of $3.50 per share and are exercisable immediately for an eighteen-month period following the registration statement's effective date.
• Tempest Therapeutics is listed on The Nasdaq Capital Market under the symbol TPST, with a closing price of $3.11 per share on December 8, 2025.
• The company qualifies as a smaller reporting company and a non-accelerated filer, allowing for reduced disclosure obligations.

Sentiment

Score: 6

Explanation: The filing is primarily administrative for a secondary offering, which is neutral in itself as the company receives no direct proceeds. However, it confirms a recent capital raise and highlights the advancement of a lead clinical program (amezalpat) to pivotal study readiness, which are positive indicators for a biotech company. The explicit mention of high investment risk and the 'subject to additional resources' for the pivotal study temper the overall sentiment.

Positives

• Tempest Therapeutics is a clinical-stage biotechnology company with a diverse portfolio of targeted and immune-mediated product candidates for cancer.
• The lead program, amezalpat (TPST-1120), is ready to begin a pivotal study in first-line hepatocellular carcinoma (HCC), indicating significant progress.
• Both amezalpat and TPST-1495 are believed to be first-in-class molecules designed to inhibit their respective targets, suggesting innovative potential.
• The company recently completed a financing round on November 24, 2025, raising capital through a registered direct offering and a private placement of warrants.

Negatives

• The company will not receive any proceeds from the sale of the 1,172,414 warrant shares registered for resale in this filing.
• Investing in the company's common stock involves a high degree of risk, as explicitly stated in the filing.
• The pivotal study for amezalpat is 'subject to the need for additional resources,' indicating potential future funding requirements.
• As a smaller reporting company, the scaled-back disclosure may lead to a less active trading market and more volatile share price.

Risks

• Investing in the common stock involves a high degree of risk, and investors may lose all or part of their investment.
• The company's business, financial condition, results of operations, or prospects could be materially adversely affected by various risks detailed in its Annual and Quarterly Reports.
• Forward-looking statements contained in the prospectus and incorporated documents involve known and unknown risks, uncertainties, and other factors that may cause actual results to differ materially.
• Reliance on exemptions from certain disclosure requirements as a smaller reporting company may make the common stock less attractive to investors, potentially leading to a less active trading market and more volatile share price.

Future Outlook

The company's lead program, amezalpat, is ready to begin a pivotal study in first-line hepatocellular carcinoma, contingent on the need for additional resources. The warrants registered for resale are exercisable for an eighteen-month period following the effective date of this registration statement.

Management Comments

• Our philosophy is to build a company based upon not only good ideas and creative science, but also upon the efficient translation of those ideas into therapies that will improve patients' lives.

Industry Context

Tempest Therapeutics operates in the highly competitive and capital-intensive clinical-stage biotechnology sector, specifically focusing on oncology. The company aims to develop first-in-class targeted and immune-mediated product candidates, positioning itself within the innovative segment of cancer therapy development. Its progress with amezalpat into pivotal study readiness, while common for advanced clinical-stage biotechs, highlights the significant investment and development milestones required in this industry.

Corporate Governance

Stakeholder Impact

• Shareholders: The resale of 1,172,414 shares could lead to potential dilution and increased trading volume. The 'high degree of risk' and potential for share price volatility due to smaller reporting company status are noted.
• Investors: Provides an opportunity for investors to acquire shares from the selling stockholder in the open market.
• Company: Will not receive direct proceeds from the resale of these shares, but the underlying financing transaction provided capital for operations and development.

Next Steps

• The registration statement is expected to be declared effective as soon as practicable.
• Selling stockholders may offer and sell the registered warrant shares from time to time.
• The company's lead program, amezalpat, is ready to begin a pivotal study in first-line hepatocellular carcinoma, pending additional resources.
• The company undertakes to file post-effective amendments to the registration statement as required by the Securities Act.

Key Dates

Recommendation

This S-1 filing is primarily an administrative step to register shares for resale by a selling stockholder, stemming from a prior capital raise. While the company has positive clinical developments, including a lead program ready for pivotal study, and recently secured financing, this specific filing does not introduce new material information that would significantly alter the company's fundamental valuation or immediate prospects. The company will not receive proceeds from this resale, and the 'subject to additional resources' for the pivotal study indicates ongoing funding needs. Given the high-risk nature of clinical-stage biotech and the administrative nature of this filing, a 'hold' recommendation is appropriate, advising investors to maintain their current positions while monitoring future clinical trial results and financing activities.

Keywords

Biotechnology, Oncology, Cancer Therapeutics, Clinical-Stage, Warrants, Common Stock, S-1 Registration, Resale Offering, Private Placement, Amezalpat, TPST-1120, TPST-1495, Hepatocellular Carcinoma, Familial Adenomatous Polyposis, Nasdaq