Tempest Therapeutics Announces $2.5M Private Placement of Warrants

What Happened Tempest Therapeutics, Inc. (TPST) announced it entered a securities purchase agreement on September 11, 2026 and closed a private placement on September 15, 2026 selling pre-funded warrants (to purchase up to 3,105,591 shares) each paired with Series C and Series D common warrants. The private placement generated approximately $2.5 million in gross proceeds (excluding up to ~ $5.0 million that could be received if the common warrants are later exercised for cash). The company also signed a registration rights agreement requiring it to file a resale registration statement within 15 days and to use best efforts to have that statement declared effective within 45 days (or up to 75 days if the SEC conducts a full review). The Purchase Agreement includes customary covenants, indemnities, and short standstill/no-issuance and variable-rate transaction restrictions for limited periods after the Effective Date.

Key Details

• Securities sold: pre-funded warrants to buy up to 3,105,591 common shares, plus Series C and Series D warrants each covering up to 3,105,591 shares.
• Price/terms: combined purchase price per pre-funded warrant and accompanying common warrants = $0.804; common warrant exercise price = $0.805; pre-funded warrant exercise price = $0.001.
• Exercisability & terms: Pre-funded warrants exercisable immediately; Series C and D become exercisable on the stockholder approval date (company to seek approval within 90 days). Series C term = 6 years from later of stockholder approval date and Effectiveness Date; Series D term = 3 years from that later date.
• Potential additional capital: up to approximately $5.0M in cash proceeds if common warrants are exercised.
• Placement agent: H.C. Wainwright & Co. acted as placement agent, receiving a 7.0% cash fee and warrants to purchase up to 217,391 shares at $1.0063 per share.
• Ownership caps: holder (with affiliates) cannot exercise to own more than 9.99% (pre-funded) or 4.99% (common warrants) of outstanding shares post-exercise, with limited ability to elect 9.99% for common warrants subject to notice.

Why It Matters This filing signals a near-term capital raise that provides roughly $2.5M of additional liquidity for Tempest, primarily for working capital and general corporate purposes, and the potential for more funding if warrants are exercised. However, the issuance creates potential future dilution if the common warrants are exercised (and the company must obtain stockholder approval before Series C/D warrants become exercisable). Investors should note the registration timeline (15/45/75 days) that will enable resale of the underlying shares once effective, the placement agent fees and warrants, and the ownership limits that constrain large single-holder conversions.