Tempest Therapeutics, Inc. (TPST): M&A transaction — Tempest closes CAR T asset acquisition from Erigen; Erigen owns 61.3% post-closing

Tempest Therapeutics, Inc.

Acquired ERI-2003, ERI-2206, ERI-3003, ERI-3206 CAR T therapies; issued 8.27M shares to Erigen.
Erigen owns 61.3% of outstanding shares (13.48M total); its members Angel and Lotus Capital to own ~35.9% and 25.5%.
Geoff Nichol resigned from Board; Michael Raab stepped down as Chair; Stephen Brady appointed Chair.
Stephen Brady resigned as CEO; Matt Angel appointed President, CEO and Class I director; $650k salary, 50% bonus, 269,621 option.
Issued 6.78M warrants at $18.48/exercise, expiring Feb 3 2031, to existing shareholders as a dividend.

item 1.01 item 2.01 item 3.02 item 5.01 item 5.02 item 9.01

Key facts

Extracted from this filing and checked against the source text.

Equity Issuances SEC 8-K Item 3.02/3.03 confidence 0.85

Tempest Therapeutics, Inc. issued 6,784,989 Warrants of warrant to shareholders of record for issued as a dividend on each share of Common Stock outstanding on the Record Date.

Security: warrant
Shares: 6,784,989 Warrants
Purchaser: shareholders of record
Consideration: issued as a dividend on each share of Common Stock outstanding on the Record Date

Exact text from the filing

On January 20, 2026, the Company issued a press release announcing that its Board of Directors (the “ Board ”) declared a record date of January 30, 2026 (the “ Record Date ”) for the distribution of a dividend (the “ Warrant Dividend ”) in the form of a warrant to purchase a share of Common Stock (collectively, the “ Warrants ”) for each share of Common Stock outstanding on the Record Date.

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Equity Issuances SEC 8-K Item 3.02/3.03 confidence 0.8

Tempest Therapeutics, Inc. issued 8,268,495 shares of Common Stock of common stock to Erigen (on behalf of Sellers under the Asset Purchase Agreement) for aggregate purchase price included in the Asset Purchase Agreement.

Security: common stock
Shares: 8,268,495 shares of Common Stock
Purchaser: Erigen (on behalf of Sellers under the Asset Purchase Agreement)
Consideration: aggregate purchase price included in the Asset Purchase Agreement

Exact text from the filing

in exchange for an aggregate purchase price of 8,268,495 shares of common stock, par value $0.001 per share, of the Company (“ Common Stock ”), to be issued to Erigen on behalf of both Sellers.

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M&A Transactions SEC 8-K Item 2.01/5.01 confidence 0.9

Tempest Therapeutics, Inc. completed an acquisition involving Erigen LLC (on behalf of itself and Factor Bioscience Inc.) for 8,268,495 shares of common stock (closed 2026-02-03).

Action: acquisition
Counterparty: Erigen LLC (on behalf of itself and Factor Bioscience Inc.)
Consideration: 8,268,495 shares of common stock
Closing: 2026-02-03

Exact text from the filing

On February 3, 2026, the Company completed the acquisition of the Assets under the Asset Purchase Agreement (the “ Asset Acquisition ”) and issued to Erigen 8,268,495 shares of Common Stock

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32 equity issuances filed in the last 30 days. Browse all equity issuances →

Tempest Therapeutics, Inc. filing history →

Source: SEC EDGAR

accession 0001193125-26-041190

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