Tempest Therapeutics, Inc. 8-K

What Happened

• Tempest Therapeutics (TPST) announced on May 28, 2026 that it entered a warrant exercise and inducement offer letter with a holder of existing warrants issued in November 2025. The holder agreed to cash‑exercise 1,172,414 existing warrants at a reduced price of $1.73 per share (original exercise price $3.50), and the company agreed to issue a new unregistered common stock purchase warrant (the "New Warrant") to purchase up to 2,344,828 shares at an exercise price of $1.73. The New Warrant expires May 29, 2028 and becomes exercisable upon the effective date of required Nasdaq stockholder approval.

Key Details

• Existing warrants exercised: 1,172,414 shares at $1.73 per share; gross proceeds ≈ $2.0 million (before placement agent fees and offering expenses).
• New Warrant: covers up to 2,344,828 shares, expires May 29, 2028, includes customary anti‑dilution and cashless exercise provisions and a holder election for 4.99% or 9.99% beneficial‑ownership limits.
• Placement agent: H.C. Wainwright & Co., LLC; received warrants to purchase 82,069 shares at $2.1625 and reimbursement of certain expenses. Upon cash exercise of New Warrants, Placement Agent will receive a 7% cash fee on gross exercise proceeds and warrants equal to 7% of shares underlying such exercised warrants if exercised within 24 days following issuance.
• Registration actions: Company agreed to file a resale registration statement for the New Warrant underlying shares within 30 days and to use best efforts to have it become effective within 45 days (or 75 days if the SEC reviews).

Why It Matters

• The transaction brings immediate cash (about $2.0M) to the company and extends potential future dilution via the New Warrant (up to 2.34M shares). Investors should note the reduced exercise price (from $3.50 to $1.73), the timing condition tied to Nasdaq stockholder approval for warrant exercisability, and placement agent compensation that increases potential dilution. These are material capital‑raising and financing terms that affect share count, potential future cash inflows, and ownership percentages.