Tempest Therapeutics Announces Up To $6 Million Private Placement

Rhea-AI Summary

Tempest Therapeutics (Nasdaq: TPST) announced a private placement expected to close on or about March 23, 2026 to raise up to $6 million in aggregate proceeds: approximately $2 million upfront and up to $4 million if warrants are fully exercised.

The offering covers 925,927 shares (or pre-funded warrants) and accompanying series A and short-term series B warrants priced at $2.16 per share; warrants require stockholder approval and have defined expiry periods. Proceeds are for working capital and general corporate purposes.

Positive

• $2.0M upfront gross proceeds expected at close
• Up to $4.0M additional proceeds if warrants fully exercised
• Placement agent H.C. Wainwright & Co. engaged

Negative

• Potential issuance of 925,927 shares could dilute existing shareholders
• Warrants require stockholder approval and a registration effectiveness date
• No assurance warrants will be exercised; exercise proceeds are uncertain

News Market Reaction – TPST

-19.65% 2.2x vol

25 alerts

-19.65% News Effect

-20.0% Trough in 5 hr 18 min

-$8M Valuation Impact

$31M Market Cap

2.2x Rel. Volume

On the day this news was published, TPST declined 19.65%, reflecting a significant negative market reaction. Argus tracked a trough of -20.0% from its starting point during tracking. Our momentum scanner triggered 25 alerts that day, indicating elevated trading interest and price volatility. This price movement removed approximately $8M from the company's valuation, bringing the market cap to $31M at that time. Trading volume was elevated at 2.2x the daily average, suggesting increased selling activity.

Data tracked by StockTitan Argus on the day of publication.

Key Figures

Private placement size: up to $6 million Upfront proceeds: $2 million Warrant proceeds potential: up to $4 million +5 more

8 metrics

Private placement size up to $6 million Total potential gross proceeds from upfront and warrant exercise

Upfront proceeds $2 million Expected gross proceeds at closing before fees

Warrant proceeds potential up to $4 million Additional gross proceeds if all series A and B warrants exercised

Securities issued 925,927 shares Common stock (or pre-funded warrants) sold in placement

Series A warrants 925,927 warrants Series A warrants to purchase common stock

Series B warrants 925,927 warrants Short-term series B warrants to purchase common stock

Purchase price $2.16 per share Combined price per share and accompanying warrants

Pre-funded warrant price $2.159 per warrant Combined price per pre-funded warrant and accompanying warrants

Market Reality Check

Price: $1.75 Vol: Volume 291,852 is about 3...

high vol

$1.75 Last Close

Volume Volume 291,852 is about 3.0x the 20-day average of 97,622, indicating elevated pre-news trading interest. high

Technical Price at $2.29 is trading below the 200-day MA of $3.39, reflecting a longer-term downtrend despite the latest bounce.

Peers on Argus

TPST gained 6.02% while peers were mixed: RADX +6.32%, PSTV +3.29%, TELO +2.33%,...

TPST gained 6.02% while peers were mixed: RADX +6.32%, PSTV +3.29%, TELO +2.33%, but BRNS -1.56% and ACRV -1.78%. This pattern points to a stock-specific move around the financing news rather than a uniform biotech sector rotation.

Historical Context

5 past events · Latest: Mar 11 (Positive)

Pattern 5 events

Date	Event	Sentiment	Move	Catalyst
Mar 11	Partnership update	Positive	+0.0%	Selected AGCTC to support TPST-2003 manufacturing and IND-enabling work.
Feb 25	Clinical data update	Positive	-6.4%	Reported 100% ORR and all CRs in efficacy-evaluable REDEEM-1 patients.
Feb 11	Strategy outline	Positive	-3.7%	Detailed capital-efficient plan for newly acquired dual-targeting CAR-T assets.
Feb 04	Asset acquisition	Positive	-6.3%	Closed all-stock CAR-T acquisition with added funding and new CEO appointment.
Jan 20	Warrant dividend	Positive	+1.2%	Announced dividend of warrants with $18.48 exercise price and set record date.

Pattern Detected

Recent positive strategic and clinical updates have often been followed by negative price reactions, suggesting a pattern of selling into good news and financing/structure-related complexity.

Recent Company History

Over recent months, Tempest has reshaped its story around dual‑targeting CAR‑T assets and broader oncology programs. An all‑stock acquisition added TPST‑2003 and extended runway to mid‑2027, followed by strategic plans, interim REDEEM‑1 data showing 100% ORR in 25/25 evaluable patients, and a partnership with Cincinnati Children’s to support a potential U.S. IND in Q4 2026. A warrant dividend with a $18.48 exercise price further altered the capital structure. Today’s private placement adds another capital-raising layer to that sequence.

Market Pulse Summary

The stock dropped -19.6% in the session following this news. A negative reaction despite the funding...

Analysis

The stock dropped -19.6% in the session following this news. A negative reaction despite the funding raise would fit prior patterns where TPST often traded lower following positive operational updates. The private placement adds new equity and a sizeable warrant overhang, which can pressure perception of per‑share value, especially with the stock already 62.55% below its 52‑week high and under its $3.39 200‑day MA. Historical divergence between upbeat news and price suggests investors have remained cautious on capital structure complexity.

Key Terms

private placement, pre-funded warrant, warrants, Regulation D, +3 more

7 terms

private placement financial

"Tempest Therapeutics Announces Up To $6 Million Private Placement"

A private placement is a way for companies to raise money by selling securities directly to a small group of investors instead of through a public offering. This process is often quicker and less regulated, making it similar to offering a special, exclusive investment opportunity to select individuals or institutions. For investors, it can provide access to unique investment options that are not available on public markets.

pre-funded warrant financial

"shares of common stock (or pre-funded warrant in lieu thereof), series A warrants"

A pre-funded warrant is a financial instrument that gives the holder the right to buy shares of a company's stock at a set price, with most of the purchase cost already paid upfront. It functions like a nearly fully paid option, allowing investors to secure shares quickly while minimizing the amount of additional money they need to invest later. This helps investors gain ownership rights efficiently, often used to avoid certain regulatory restrictions or to prepare for future stock purchases.

warrants financial

"series A warrants to purchase up to 925,927 shares of common stock and short-term series B warrants"

Warrants are special documents that give you the right to buy a company's stock at a set price before a certain date. They are often used as a way for companies to attract investors or raise money, and their value can increase if the company's stock price goes up.

Regulation D regulatory

"and/or Regulation D promulgated thereunder and, along with the shares of common stock"

Regulation D is a set of rules that govern how companies can raise money from investors without going through the full process required for public stock offerings. It provides simplified options for private placements, making it easier for companies to seek investments from a smaller group of investors. For investors, it offers opportunities to invest in private companies, often with fewer restrictions, but also with different levels of risk and disclosure.

registration rights agreement regulatory

"Pursuant to a registration rights agreement with the investors, the Company has agreed"

A registration rights agreement is a contract that gives investors the option to have their ownership stakes officially registered with the government, making it easier to sell their shares later. This agreement matters because it provides investors with a clearer path to cash out their investments if they choose, offering more liquidity and confidence in their ability to sell their holdings when desired.

resale registration statement regulatory

"has agreed to file a resale registration statement covering the securities described above"

A resale registration statement is a document filed with regulators that allows existing shareholders to sell their shares to the public. It provides the necessary legal approval and information for these shares to be resold on the market, helping to increase the availability of shares for trading. For investors, it signals that shares held by current owners can be offered for sale, potentially affecting share prices and market liquidity.

Effectiveness Date regulatory

"such date of effectiveness of the resale registration statement, the “Effectiveness Date”"

The effectiveness date is the moment a regulatory approval, filing, contract, or policy officially takes effect and becomes actionable. For investors, it signals when legal permissions, obligations, or financial changes start to apply—similar to the exact minute a new law or warranty begins—so it often triggers trading actions, revenue recognition, or required disclosures and helps investors know when anticipated business or regulatory impacts will actually begin.

AI-generated analysis. Not financial advice.

$2 million upfront with up to approximately $4 million of potential aggregate gross proceeds upon the exercise in full of warrants

BRISBANE, Calif., March 23, 2026 (GLOBE NEWSWIRE) -- Tempest Therapeutics, Inc. (Nasdaq: TPST) (the “Company”), a clinical-stage biotechnology company developing a pipeline of advanced CAR-T cell therapy product candidates to treat cancer, today announced that it has entered into definitive agreements for the purchase and sale of an aggregate of 925,927 shares of common stock (or pre-funded warrant in lieu thereof), series A warrants to purchase up to 925,927 shares of common stock and short-term series B warrants to purchase up to 925,927 shares of common stock, at a combined purchase price of $2.16 per share of common stock (or $2.159 per pre-funded warrant in lieu thereof) and accompanying warrants in a private placement. The series A warrants and the short-term series B warrants will have an exercise price of $2.16 per share and will be exercisable beginning on the effective date of stockholder approval of the issuance of the shares issuable upon exercise of the warrants (the “Stockholder Approval Date”). The series A warrants will expire five years from the later of the Stockholder Approval Date and the Effectiveness Date (as defined below) and the short-term series B warrants will expire twenty-four months from the later of the Stockholder Approval Date and the Effectiveness Date. The private placement is expected to close on or about March 23, 2026, subject to the satisfaction of customary closing conditions.

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

The gross proceeds from the offering are expected to be approximately $2 million, prior to deducting placement agent fees and other offering expenses payable by the Company. The potential additional gross proceeds to the Company from the series A warrants and the short-term series B warrants, if fully exercised on a cash basis, will be approximately $4 million. No assurance can be given that any of the series warrants will be exercised, or that the Company will receive cash proceeds from the exercise of the series warrants. The Company intends to use the net proceeds from the offering for working capital and other general corporate purposes.

The securities described above are being offered in a private placement under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and/or Regulation D promulgated thereunder and, along with the shares of common stock underlying the warrants, have not been registered under the Securities Act, or applicable state securities laws. Accordingly, the securities issued in the private placement and shares of common stock underlying the warrants may not be offered or sold in the United States except pursuant to an effective registration statement or an applicable exemption from the registration requirements of the Securities Act and such applicable state securities laws. Pursuant to a registration rights agreement with the investors, the Company has agreed to file a resale registration statement covering the securities described above (such date of effectiveness of the resale registration statement, the “Effectiveness Date”).

This press release shall not constitute an offer to sell or a solicitation of an offer to buy these securities, 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 developing a pipeline of advanced CAR-T cell therapy product candidates to treat cancer. 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. All statements that are not historical facts are forward-looking statements, including but not limited to, statements regarding: the consummation of the offering and the satisfaction of customary closing conditions related to the offering, the use of proceeds therefrom, the potential exercise of the series warrants and the receipt of Stockholder Approval. 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 Tempest Therapeutics’ need for additional capital to fund its planned programs and operations and to continue to operate as a going concern; unexpected safety or efficacy data observed during preclinical or clinical trials; the possibility that results from prior clinical trials and preclinical studies may not necessarily be predictive of future results; past results may not be indicative of future results; clinical trial site activation or enrollment rates that are lower than expected; loss of key personnel; changes in expected or existing competition; changes in the regulatory environment; risks relating to volatility and uncertainty in the capital markets for biotechnology companies; 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 Tempest Therapeutics’ Quarterly Report on Form 10-Q for the quarter ended September 30, 2025, filed with the Securities and Exchange Commission (“SEC”) on November 5, 2025, and the “Risk Factors” section under Proposal 5 contained in Tempest Therapeutics’ definitive proxy statement on Schedule 14A, filed with the SEC on December 31, 2025, and in other documents filed by Tempest Therapeutics from time to time with the SEC. 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

FAQ

What is Tempest Therapeutics (TPST) raising in the March 23, 2026 private placement?

Tempest Therapeutics is raising approximately $2.0 million upfront with potential additional gross proceeds of $4.0 million if warrants are fully exercised. According to the company, total aggregate gross proceeds could reach $6.0 million if all warrants are exercised for cash.

How many shares and what price per share are included in TPST's private placement?

The offering covers 925,927 shares (or pre-funded warrants) at a combined purchase price of $2.16 per share. According to the company, purchasers also receive series A and short-term series B warrants exercisable at $2.16 per share.

When can TPST warrants be exercised and what are their expiry periods?

Series A and short-term series B warrants become exercisable after the stockholder approval date and have different expirations: series A expires in five years, series B in 24 months. According to the company, expiry runs from the later of stockholder approval and the registration effectiveness date.

What conditions must TPST satisfy before closing the March 23, 2026 private placement?

Closing is subject to customary closing conditions and stockholder approval for issuance of shares underlying the warrants. According to the company, the offering is expected to close on or about March 23, 2026, contingent on those conditions.

How will Tempest Therapeutics use the proceeds from the TPST private placement?

The company intends to use net proceeds for working capital and general corporate purposes. According to the company, proceeds will fund ongoing operations while registration rights were agreed for resale of the securities.