Tempest Announces $4.6 Million Registered Direct Offering of Common Stock

Rhea-AI Summary

Tempest Therapeutics (NASDAQ: TPST), a clinical-stage biotech company focused on cancer therapeutics, has secured a registered direct offering agreement with a single institutional investor. The offering includes 739,000 shares of common stock at $6.25 per share, expected to generate gross proceeds of $4.6 million. The closing is anticipated for June 12, 2025, with H.C. Wainwright & Co. serving as the exclusive placement agent. The company plans to use the proceeds to support its previously announced strategic alternative process and for working capital purposes. The offering is being conducted under a shelf registration statement that became effective on January 27, 2025.

Positive

• Secured $4.6 million in gross proceeds through direct offering
• Single institutional investor participation indicates focused interest
• Offering is conducted through an effective shelf registration, streamlining the process

Negative

• Potential dilution for existing shareholders with 739,000 new shares
• Small offering size may indicate limited investor interest
• Funds primarily for strategic alternatives and working capital rather than direct business growth

Insights

Biotech Investment Analyst

Tempest's $4.6M offering provides short-term runway but signals potential dilution amid ongoing strategic alternatives review.

Tempest Therapeutics (NASDAQ: TPST) has secured a $4.6 million registered direct offering at $6.25 per share with a single institutional investor. This relatively modest capital raise is particularly noteworthy as it specifically mentions funding a "previously announced strategic alternative process" – typically code for exploring a potential sale, merger, or significant restructuring.

The offering's small size and structure reveals important insights about TPST's current position. The $4.6 million is likely intended as bridge financing to extend the company's operational runway while the strategic review process unfolds. The participation of only one institutional investor, rather than a broader offering, suggests limited market appetite for investment at this stage.

For existing shareholders, this offering represents a 739,000 share increase to the outstanding share count, resulting in dilution. The exclusive placement agent arrangement with H.C. Wainwright indicates a targeted approach to fundraising rather than a traditional public offering.

Most critically, this financing appears to be primarily focused on maintaining operations during the strategic alternatives review rather than advancing clinical programs, which signals the company may be prioritizing finding a partner or buyer over independently developing its pipeline of "first-in-class targeted and immune-mediated therapeutics." This tactical capital raise suggests TPST is focused on creating sufficient financial flexibility to navigate through its strategic options while maintaining negotiating leverage.

BRISBANE, Calif., June 11, 2025 (GLOBE NEWSWIRE) -- Tempest Therapeutics, Inc. (Nasdaq: TPST), a clinical-stage biotechnology company with a pipeline of first-in-class¹ targeted and immune-mediated therapeutics to fight cancer, today announced that it has entered into a definitive agreement with a single institutional investor for the purchase and sale in a registered direct offering of 739,000 shares of its common stock (or common stock equivalents), at an offering price of $6.25 per share of common stock (or common stock equivalent). The closing of the offering is expected to occur on or about June 12, 2025, subject to the satisfaction of customary closing conditions.

H.C. Wainwright & Co. is acting as the exclusive placement agent for the offering.

The aggregate gross proceeds to the Company from the offering are expected to be approximately $4.6 million, before deducting the placement agent’s fees and other offering expenses payable by the Company. The Company intends to use the net proceeds from this offering primarily for supporting the previously announced strategic alternative process and for working capital and general corporate purposes.

The securities described above are being offered and sold by the Company in a registered direct offering pursuant to a “shelf” registration statement on Form S-3 (File No. 333- 280918) that was filed with the Securities and Exchange Commission (the SEC), on July 19, 2024, as amended on January 24, 2025, which was declared effective by the SEC on January 27, 2025. The offering of the securities in the registered direct offering is being made only by means of a base prospectus and prospectus supplement that forms a part of the effective registration statement. A final prospectus supplement and the accompanying base prospectus relating to the registered direct offering will be filed with the SEC and will be available on the SEC’s website at www.sec.gov. Electronic copies of the final prospectus supplement and the accompanying base prospectus, when available, may also be obtained from H.C. Wainwright & Co., LLC at 430 Park Avenue, 3rd Floor, New York, NY 10022, by phone at (212) 856-5711 or e-mail at placements@hcwco.com.

This press release shall not constitute an offer to sell or a solicitation of an offer to buy any of the securities described herein, nor shall there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or other jurisdiction.

About Tempest Therapeutics

Tempest Therapeutics is a clinical-stage biotechnology company advancing a diverse portfolio of small molecule product candidates containing tumor-targeted and/or immune-mediated mechanisms with the potential to treat a wide range of tumors. The company’s novel programs range from early research to later-stage investigation in a randomized global study in first-line cancer patients. Tempest is headquartered in Brisbane, California.

Forward-Looking Statements

This press release contains forward-looking statements (including within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, and Section 27A of the Securities Act of 1933, as amended (the “Securities Act”)) concerning Tempest Therapeutics, Inc. These statements may discuss goals, intentions, and expectations as to future plans, trends, events, results of operations or financial condition, or otherwise, based on current beliefs of the management of Tempest Therapeutics, as well as assumptions made by, and information currently available to, management of Tempest Therapeutics. Forward-looking statements generally include statements that are predictive in nature and depend upon or refer to future events or conditions, and include words such as “may,” “will,” “should,” “would,” “could”, “expect,” “anticipate,” “plan,” “likely,” “believe,” “estimate,” “project,” “intend,” and other similar expressions. Forward-looking statements contained in this press release include but are not limited to statements relating to: the consummation of the offering and the satisfaction of customary closing conditions related to the offering; the expected gross proceeds and anticipated closing date of the offering and the use of proceeds therefrom; and Tempest Therapeutics’ evaluation of strategic alternatives available to the company to maximize stockholder value and anticipated therapeutic benefit. Any forward-looking statements in this press release are based on Tempest Therapeutics’ current expectations, estimates and projections about its industry as well as management’s current beliefs and expectations of future events only as of today and are subject to a number of risks and uncertainties that could cause actual results to differ materially and adversely from those set forth in or implied by such forward-looking statements. These risks and uncertainties include, but are not limited to, market and other conditions, risks relating to volatility and uncertainty in the capital markets for biotechnology companies; Tempest Therapeutics’ ability to continue to operate as a going concern; availability of suitable third parties with which to conduct contemplated strategic transactions; whether Tempest Therapeutics will be able to pursue a strategic transaction, or whether any transaction, if pursued, will be completed on attractive terms or at all; unexpected safety or efficacy data observed during preclinical or clinical trials; clinical trial site activation or enrollment rates that are lower than expected; changes in expected or existing competition; changes in the regulatory environment; and unexpected litigation or other disputes. These and other factors that may cause actual results to differ from those expressed or implied are discussed in greater detail in the “Risk Factors” section of the company’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission (SEC) on May 13, 2025, as well as in other filings the company may make with the SEC in the future. Except as required by applicable law, Tempest Therapeutics undertakes no obligation to revise or update any forward-looking statement, or to make any other forward-looking statements, whether as a result of new information, future events or otherwise. These forward-looking statements should not be relied upon as representing Tempest Therapeutics’ views as of any date subsequent to the date of this press release and should not be relied upon as prediction of future events. In light of the foregoing, investors are urged not to rely on any forward-looking statement in reaching any conclusion or making any investment decision about any securities of Tempest Therapeutics.

Investor & Media Contacts:

Sylvia Wheeler
Wheelhouse Life Science Advisors
swheeler@wheelhouselsa.com

Aljanae Reynolds
Wheelhouse Life Science Advisors
areynolds@wheelhouselsa.com

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1} If approved by the FDA

FAQ

What is the size and price of Tempest Therapeutics (TPST) June 2025 stock offering?

Tempest Therapeutics is offering 739,000 shares at $6.25 per share, totaling approximately $4.6 million in gross proceeds.

How will Tempest Therapeutics use the proceeds from its $4.6M offering?

The company plans to use the net proceeds primarily for supporting its previously announced strategic alternative process and for working capital and general corporate purposes.

Who is the placement agent for TPST's June 2025 registered direct offering?

H.C. Wainwright & Co. is acting as the exclusive placement agent for the offering.

When is the expected closing date for Tempest Therapeutics' direct offering?

The offering is expected to close on or about June 12, 2025, subject to customary closing conditions.

What type of registration is TPST using for this stock offering?

The offering is being conducted under a shelf registration statement on Form S-3 that was declared effective by the SEC on January 27, 2025.