Tempest Therapeutics Announces $50M Equity Purchase Agreement with Lincoln Park

What Happened
Tempest Therapeutics, Inc. (Nasdaq: TPST) announced on August 13, 2026 that it entered into a Purchase Agreement and Registration Rights Agreement with Lincoln Park Capital Fund, LLC under which Lincoln Park committed to purchase up to $50.0 million of the company’s common stock. The arrangement provides an initial available amount of $25.0 million that is automatically increased by an additional $25.0 million, subject to the Purchase Agreement’s conditions. The company must file a registration statement with the SEC within 10 days of signing, and sales to Lincoln Park may occur at the company’s discretion over a period of up to 24 months after the agreement’s Commencement Date (which follows satisfaction of certain conditions, including effectiveness of the registration statement).

Key Details

• Agreement date: August 13, 2026; maximum commitment: $50.0 million (initial $25.0M, automatic $25.0M increase).
• Mechanics: Company may direct regular purchases (initial cap 60,000 shares per purchase; can increase to 70k/80k depending on price), but Lincoln Park’s maximum purchase in any regular purchase is $500,000. Accelerated purchases are also allowed once regular purchase limits are used.
• Nasdaq and ownership limits: Aggregate issuances to Lincoln Park cannot exceed 19.99% of outstanding shares immediately prior to the agreement (unless stockholder approval or average sale price condition met). Lincoln Park may not beneficially own more than 4.99% of outstanding shares.
• Fees/consideration: Company issued 560,356 shares to Lincoln Park immediately as a commitment fee and agreed to issue 350,223 additional shares upon full funding of the initial $25.0M.
• Other terms: Company controls timing/amounts of sales; Lincoln Park cannot short or create a net short position; company can terminate the agreement with one business day’s notice; sales rely on private placement exemptions (Section 4(a)(2) and Rule 506(b)) until registered.

Why It Matters
This agreement gives Tempest a flexible, on-demand source of equity capital up to $50M, which can help fund operations without negotiating a traditional priced financing. For existing shareholders, the arrangement can cause dilution—both immediately (560,356 commitment shares issued) and over time if the company sells additional shares—subject to Nasdaq limits and the company’s control over timing. Because the company controls when shares are sold, the impact on the trading market will depend on how and when Tempest uses this facility, the resale registration, and prevailing stock prices.