Tempest Therapeutics, Inc. 8-K

What Happened
Tempest Therapeutics, Inc. (TPST) filed an 8-K disclosing that on March 20, 2026 it entered a Securities Purchase Agreement to sell an aggregate economic position consisting of 462,964 shares (or pre-funded warrants in lieu of shares) together with detachable Series A and Series B common warrants in a private placement. The private placement is expected to close on or about March 23, 2026 and to produce approximately $2.0 million in gross proceeds, excluding up to about $4.0 million that could be received if the detachable warrants are exercised for cash.

Key Details

• Investors: two institutional investors and strategic investor Factor Bioscience Inc.; H.C. Wainwright & Co. is the placement agent.
• Pricing and securities: combined purchase price of $2.16 per share plus accompanying common warrants (or $2.159 for a pre-funded warrant plus warrants); pre-funded warrant exercise price $0.001. Common warrants exercise price $2.16.
• Warrant terms: Series A warrants become exercisable upon stockholder approval and have a five‑year term; Series B warrants become exercisable upon stockholder approval and have a 24‑month term.
• Proceeds, filings and restrictions: ~ $2.0M gross now, plus up to ~$4.0M on cash exercise of warrants; Company will file registration statements within 15 days and use best efforts to have them effective within 45 days (75 days if SEC full review); securities sold in a private placement under Section 4(a)(2)/Reg D (unregistered). Placement agent fees: 6% on institutional proceeds and 3% on strategic investor proceeds.

Why It Matters
This transaction provides Tempest with near-term capital (primarily for working capital and general corporate purposes) and creates potential additional funding if warrants are exercised. The offering is private and unregistered, so holders get registration rights but the shares underlying the warrants are not immediately tradable until the registration statement is effective. Investors should note dilution potential from the issued shares and from up to ~925,927 detachable warrants of each series and the company’s required stockholder approval to enable warrant exercise.