8-K
filed March 23, 2026, 7:59 PM ET
ticker TPST
CIK 0001544227
other material
confidence high
sentiment neutral
materiality 0.60
Tempest Therapeutics raises ~$2M in private placement of stock and warrants
Tempest Therapeutics, Inc.
- Raised ~$2M gross from private placement of 462,964 shares + pre-funded warrants at $2.16 per unit.
- Issued Series A (5-yr) and Series B (24-mo) warrants exercisable at $2.16; exercisable upon stockholder approval.
- Proceeds to be used for working capital; closing expected March 23, 2026.
- Registration rights agreement requires filing resale registration within 15 days.
- H.C. Wainwright served as placement agent; fees of 6% (institutional) and 3% (strategic).
Key facts
Extracted from this filing and checked against the source text.
Equity Issuances
SEC 8-K Item 3.02/3.03
confidence 0.98
Tempest Therapeutics, Inc. issued Series A warrants to purchase up to 925,927 shares of common stock and Series B warrants to purchase up to 925,927 shares of common stock of warrant to two institutional investors and Factor Bioscience Inc. for Included in the combined purchase price of $2.16 per share or $2.159 per pre-funded warrant.
- Security
- warrant
- Shares
- Series A warrants to purchase up to 925,927 shares of common stock and Series B warrants to purchase up to 925,927 shares of common stock
- Purchaser
- two institutional investors and Factor Bioscience Inc.
- Consideration
- Included in the combined purchase price of $2.16 per share or $2.159 per pre-funded warrant
Exact text from the filing
”). The Shares and the Common Warrants are immediately separable and will be issued separately. The combined purchase price per Share and accompanying Common Warrants is $2.16 and the combined purchase price per Pre-Funded Warrant and accompanying Common Warrants is $2.159. The gross proceeds to the Company from the Private Placement are expected to be
View on SEC.gov
Equity Issuances
SEC 8-K Item 3.02/3.03
confidence 0.98
Tempest Therapeutics, Inc. issued 462,964 shares of common stock of common stock to two institutional investors and Factor Bioscience Inc. for $2.16 per share and accompanying common warrants, aggregate gross proceeds approximately $2.0 million.
- Security
- common stock
- Shares
- 462,964 shares of common stock
- Purchaser
- two institutional investors and Factor Bioscience Inc.
- Consideration
- $2.16 per share and accompanying common warrants, aggregate gross proceeds approximately $2.0 million
Exact text from the filing
”). The Shares and the Common Warrants are immediately separable and will be issued separately. The combined purchase price per Share and accompanying Common Warrants is $2.16 and the combined purchase price per Pre-Funded Warrant and accompanying Common Warrants is $2.159. The gross proceeds to the Company from the Private Placement are expected to be
View on SEC.gov
Equity Issuances
SEC 8-K Item 3.02/3.03
confidence 0.98
Tempest Therapeutics, Inc. issued Pre-funded warrants to purchase 462,963 shares of common stock of warrant to two institutional investors and Factor Bioscience Inc. for $2.159 per pre-funded warrant and accompanying common warrants.
- Security
- warrant
- Shares
- Pre-funded warrants to purchase 462,963 shares of common stock
- Purchaser
- two institutional investors and Factor Bioscience Inc.
- Consideration
- $2.159 per pre-funded warrant and accompanying common warrants
Exact text from the filing
”). The Shares and the Common Warrants are immediately separable and will be issued separately. The combined purchase price per Share and accompanying Common Warrants is $2.16 and the combined purchase price per Pre-Funded Warrant and accompanying Common Warrants is $2.159. The gross proceeds to the Company from the Private Placement are expected to be
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.9
Tempest Therapeutics, Inc. entered into Securities Purchase Agreement with Institutional Investors and Factor Bioscience Inc. valued at Aggregate gross proceeds of approximately $2.0 million from the sale of 462,964 shares and pre-funde (effective 2026-03-20).
- Action
- entry
- Agreement
- equity purchase
- Counterparty
- Institutional Investors and Factor Bioscience Inc.
- Value
- Aggregate gross proceeds of approximately $2.0 million from the sale of 462,964 shares and pre-funde
- Effective
- 2026-03-20
Exact text from the filing
On March 20, 2026, Tempest Therapeutics, Inc. (the “ Company ”) entered into a securities purchase agreement (the “ Purchase Agreement ”) with (a) two institutional investors (the “ Institutional Investors ”) and (b) Factor Bioscience Inc. (the “ Strategic Investor ” and, together with the Institutional Investors, each, an “ Investor ” and, together, the “ Investors ”), pursuant to which the Company agreed to issue and sell in a private placement (the “ Private Placement ”) an aggregate of 462,964 shares (the “ Shares ”) of the Company’s common stock, $0.001 par value per share (the “ Common Stock ”), and, in lieu of Common Stock, pre-funded warrants to purchase up to 462,963 shares of Common Stock (the “ Pre-Funded Warrants ”), in each case accompanied by (i) Series A warrants to purchase up to 925,927 shares of Common Stock (the “ Series A Warrants ”) and (ii) Series B warrants to purchase up to 925,927 shares of Common Stock (the “ Series B Warrants ” and, together with the Series A
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.9
Tempest Therapeutics, Inc. entered into Registration Rights Agreement with Institutional Investors and Factor Bioscience Inc. valued at Obligation to file resale registration statement within 15 calendar days and use best efforts to hav (effective 2026-03-20).
- Action
- entry
- Agreement
- equity purchase
- Counterparty
- Institutional Investors and Factor Bioscience Inc.
- Value
- Obligation to file resale registration statement within 15 calendar days and use best efforts to hav
- Effective
- 2026-03-20
Exact text from the filing
On March 20, 2026, the Company also entered into a registration rights agreement with the Investors (the “ Registration Rights Agreement ”), pursuant to which the Company agreed to file registration statements under the Securities Act, with the Securities and Exchange Commission (the “ SEC ”), covering the resale of the Shares to be issued in the Private Placement and the shares of Common Stock underlying the Common Warrants and Pre-Funded Warrants no later than 15 calendar days following the date of the Purchase Agreement, and to use reasonable best efforts to have the registration statement declared effective by 45 calendar days following the date of the Purchase Agreement, and in any event no later than 75 calendar days following the date of the Purchase Agreement in the event of a “full review” by the SEC (the “ Effectiveness Date ”).
View on SEC.gov
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