8-K: Tempest Therapeutics Secures $8.35M in Equity Offering

Tempest Therapeutics announced a registered direct offering and concurrent private placement, raising $4.25 million upfront with potential for an additional $4.1 million.

Summary

• Tempest Therapeutics, Inc. entered into a Securities Purchase Agreement on November 24, 2025, with a single institutional investor.
• The agreement includes a registered direct offering of 487,000 shares of common stock and prefunded warrants to purchase 685,414 shares of common stock.
• A concurrent private placement involves warrants to purchase an aggregate of 1,172,414 shares of common stock.
• The combined purchase price for each share and accompanying common warrant is $3.625.
• The combined purchase price for each prefunded warrant and accompanying common warrant is $3.624 (Per Share Purchase Price minus $0.001).
• Prefunded warrants have an exercise price of $0.001 per share and are exercisable immediately until fully exercised.
• Common warrants have an exercise price of $3.50 per share, are immediately exercisable, and expire eighteen months after the resale registration statement's effective date.
• The offering is expected to generate approximately $4.25 million in gross proceeds upfront.
• An additional $4.1 million in gross proceeds is potentially available if the short-term unregistered common warrants are fully exercised on a cash basis.
• H.C. Wainwright & Co., LLC is acting as the exclusive placement agent, receiving a 6.0% cash fee of the gross proceeds plus certain expenses.
• Net proceeds are intended primarily for working capital and general corporate purposes.

Sentiment

Score: 6

Explanation: The company successfully secured immediate funding and has potential for more, which is crucial for a clinical-stage biotech. However, this comes with shareholder dilution, and the explicit mention of 'going concern' risk in the forward-looking statements indicates underlying financial pressures, balancing the positive impact of the capital infusion.

Positives

• Successfully secured $4.25 million in immediate capital, strengthening the company's financial position.
• Potential for an additional $4.1 million in gross proceeds upon full exercise of common warrants, providing future funding flexibility.
• The offering was priced 'at-the-market' under Nasdaq rules, indicating market acceptance of the offering terms.
• Involvement of a single healthcare-focused institutional investor suggests confidence from a specialized investor in the company's prospects.

Negatives

• The issuance of new shares and warrants will result in dilution for existing shareholders.
• The additional $4.1 million in potential proceeds from common warrants is not guaranteed, as their exercise depends on future market conditions and holder decisions.
• The company's ability to continue as a 'going concern' is explicitly mentioned as a risk factor in forward-looking statements, highlighting underlying financial challenges.

Risks

• Risks and uncertainties related to the satisfaction of customary closing conditions for the offering.
• Uncertainty inherent in the research and product development process for clinical-stage biotechnology companies.
• Volatility and uncertainty in the capital markets, particularly for biotechnology companies.
• The company's ability to continue to operate as a going concern.
• Potential for unexpected litigation or other disputes.
• Other risks detailed in the company's Annual Report on Form 10-K for the year ended December 31, 2024, and Quarterly Report on Form 10-Q for the quarter ended September 30, 2025.

Future Outlook

The company plans to use the net proceeds from this offering primarily for working capital and general corporate purposes. It has committed to filing a registration statement for the resale of the common warrant shares within 15 calendar days and to use commercially reasonable efforts to make it effective within 45 calendar days of the closing date.

Management Comments

• Stephen Brady, President and Chief Executive Officer, signed the Form 8-K on behalf of Tempest Therapeutics, Inc.

Industry Context

Tempest Therapeutics is a clinical-stage biotechnology company focused on developing first-in-class targeted and immune-mediated therapeutics for cancer. This capital raise is a common strategy for biotech companies to fund ongoing research and development, clinical trials, and general operations, which are typically capital-intensive endeavors with long development cycles.

Corporate Governance

Stakeholder Impact

• Shareholders will experience dilution due to the issuance of new common stock and warrants.
• The capital raise provides essential funding for the company's operations, potentially extending its runway and supporting its clinical development programs.
• The company's ability to continue as a going concern is supported by this capital infusion, which is critical for employees, suppliers, and creditors.

Next Steps

• Closing of the offering, expected on or about November 25, 2025.
• Filing of a registration statement on Form S-3 for the resale of common warrant shares within 15 calendar days of November 24, 2025.
• Using commercially reasonable efforts to cause the resale registration statement to become effective within 45 calendar days following the closing date.
• Utilizing net proceeds primarily for working capital and general corporate purposes.

Key Dates

Recommendation

The capital raise provides necessary funding for a clinical-stage biotech, addressing immediate working capital needs and potentially mitigating 'going concern' risks. However, the offering involves significant dilution, and the long-term success still hinges on the uncertain outcomes of its product development pipeline. The 'at-the-market' pricing suggests the market is absorbing the offering without a significant premium or discount, indicating a neutral to slightly positive short-term outlook, but the inherent risks of a biotech company remain.

Keywords

Tempest Therapeutics, TPST, Registered Direct Offering, Private Placement, Common Stock, Prefunded Warrants, Common Warrants, Capital Raise, Biotechnology, SEC Filing, Equity Offering, Warrants, Nasdaq