Tempest Therapeutics Announces Up to $7.5 Million Private Placement

Tempest raises $2.5 million upfront and issues warrants that could add about $5 million more, increasing potential future share dilution.

Rhea-AI Summary

Tempest Therapeutics (TPST) entered definitive agreements for a private placement of 3,105,591 shares of common stock (or pre-funded warrants) plus series C and series D warrants, at a combined purchase price of $0.805 per share and accompanying warrants.

The deal is expected to generate approximately $2.5 million in upfront gross proceeds at closing, anticipated on or about September 14, 2026, before fees and expenses. Series C and D warrants to purchase up to an additional 3,105,591 shares each have an exercise price of $0.805 per share and could provide about $5 million of additional gross proceeds if fully exercised in cash, although there is no assurance of exercise. The warrants become exercisable upon stockholder approval of the underlying shares and expire six years (series C) and three years (series D) from the later of that approval date and the effectiveness of a resale registration statement. Net proceeds are intended for working capital and general corporate purposes.

Positive

• $2.5 million expected gross proceeds from the private placement before fees
• Additional potential gross proceeds of about $5 million if all warrants are exercised in cash
• Exercise price of $0.805 for both warrant series matches the placement price, aligning investor terms

Negative

• Issuance of 3,105,591 shares (or pre-funded warrants) plus warrants for up to 6,211,182 additional shares creates dilution risk
• Access to the extra $5 million depends on warrant exercises that are explicitly not assured
• Warrant exercisability is contingent on stockholder approval and registration effectiveness, adding timing uncertainty

News Explained

The financing is not yet closed; only $2.5 million is expected upfront, while warrant proceeds are conditional and issued shares can reduce existing ownership percentages.

Tempest Therapeutics has entered definitive agreements for a private placement expected to close around September 14, 2026, subject to customary closing conditions.

If completed, the transaction would issue 3,105,591 shares or a pre-funded warrant, plus two warrant series each covering 3,105,591 shares; issuing the shares would increase the potential share count and can reduce existing holders’ percentage ownership as shares are issued.

Only $2.5 million is expected at closing; the additional approximately $5 million is potential cash proceeds if the warrants are fully exercised, not a committed amount.

The release’s maximum $7.5 million gross proceeds equal 245.6 days of the last reported quarterly operating cash use, while June 30, 2026 cash of $779,000 equals 25.5 days at that rate.

Sources and calculations

• Tempest Therapeutics Announces Up to $7.5 Million Private Placement (2026-09-11)
• Dilution (2026-07-17)
• Tempest Therapeutics second-quarter 2026 financial results (2026Q2)

• Offering gross against the last reported quarterly operating outflow, in days at that rate $7,500,000 / ($2,779,000 / 91) = 245.6 days
• Available liquidity against the last reported quarterly operating outflow, in days at that rate $779,000 / ($2,779,000 / 91) = 25.5 days

Argus 15 min delay

-6.40% vs previous close $0.75 last price 72.2x rel. volume Open Argus

Details

Market reaction after private placement: TPST -6.40%

+5.5% Peak Tracked

-44.8% Trough Tracked

$0.48 $0.93 Day Range

$12.42M Market Cap

Following this news, TPST has declined 6.40%, reflecting a notable negative market reaction. Argus tracked a peak move of +5.5% during the session. Argus tracked a trough of -44.8% from its starting point during tracking. Our momentum scanner has triggered 15 alerts so far, indicating notable trading interest and price volatility. The stock is currently trading at $0.75. Trading volume is exceptionally heavy at 72.2x the average, suggesting significant selling pressure.

Data tracked by StockTitan Argus (15 min delayed). Upgrade to Gold for real-time data.

Market Context

The stock is down -6.4% following this news. TPST had fallen 11.7% before publication; its March 23 ...

Analysis

The stock is down -6.4% following this news. TPST had fallen 11.7% before publication; its March 23 private placement was followed by a 19.65% decline, providing relevant context for today’s similarly structured financing announcement.

Key Figures

Upfront gross proceeds: $2.5 million Potential warrant proceeds: Up to approximately $5 million Shares offered: 3,105,591 shares +5 more

Upfront gross proceeds

$2.5 million

Private placement

Potential warrant proceeds

Up to approximately $5 million

If series C and series D warrants are fully exercised for cash

Shares offered

3,105,591 shares

Common stock or pre-funded warrant in lieu thereof

Combined purchase price

$0.805 per share

Common stock or pre-funded warrant plus accompanying warrants

Warrant exercise price

$0.805 per share

Series C and series D warrants

Series C warrant term

Six years

From the later of the Stockholder Approval Date and Effectiveness Date

Series D warrant term

Three years

From the later of the Stockholder Approval Date and Effectiveness Date

Expected closing date

September 14, 2026

Subject to customary closing conditions

Previous Private placement Reports

1 past event · Latest: Mar 23

Same Type 1 event

1. Mar 23

   Private placement

   24h Move

   -19.6%

   Prior private placement disclosed upfront and warrant proceeds, followed by a 19.65% price decline

24h Move is the share-price change in the day after each event; other market factors may also have contributed.

Key Terms

private placement, pre-funded warrant, regulation d, registration statement, +1 more

5 terms

private placement financial

"entered into definitive agreements for the purchase and sale"

A private placement is a sale of securities directly to a selected group of investors, typically institutions or accredited investors, instead of through a public offering. It lets a company raise money faster and with fewer regulatory steps; for existing shareholders it matters because the newly issued shares, often sold at a discount, increase the share count and can dilute their ownership.

pre-funded warrant financial

"or pre-funded warrant in lieu thereof"

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.

regulation d regulatory

"and/or Regulation D promulgated thereunder"

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 statement regulatory

"agreed to file a registration statement covering the resale"

A registration statement is a formal document that companies file with a government agency to offer new shares of stock to the public. It provides essential information about the company's finances, operations, and risks, helping investors make informed decisions. Think of it as a detailed product description that ensures transparency and trust before buying into a company.

securities act regulatory

"exempt from registration under the Securities Act of 1933"

A securities act is a law that governs the offering, sale and disclosure of stocks, bonds and other investment products to the public. It requires companies to provide clear, truthful information—like a product label for an investment—so buyers can understand risks and value before they invest. For investors, these rules reduce fraud, promote transparency, and help ensure fair access to market information.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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$2.5 million upfront with up to approximately $5 million of potential aggregate gross proceeds upon the exercise in full of warrants

BRISBANE, Calif. , Sept. 11, 2026 (GLOBE NEWSWIRE) -- Tempest Therapeutics, Inc. (Nasdaq: TPST) (the “Company”), a clinical-stage biotechnology company pioneering the development of advanced in vivo CAR-T therapies for cancer and autoimmune disease, today announced that it has entered into definitive agreements for the purchase and sale of an aggregate of 3,105,591 shares of common stock (or pre-funded warrant in lieu thereof), series C warrants to purchase up to 3,105,591 shares of common stock and series D warrants to purchase up to 3,105,591 shares of common stock, at a combined purchase price of $0.805 per share of common stock (or per pre-funded warrant in lieu thereof) and accompanying warrants in a private placement. The series C warrants and the series D warrants will have an exercise price of $0.805 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 C warrants will expire six years from the later of the Stockholder Approval Date and the Effectiveness Date (as defined below) and the series D warrants will expire three years from the later of the Stockholder Approval Date and the Effectiveness Date. The private placement is expected to close on or about September 14, 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 $2.5 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 C warrants and the series D warrants, if fully exercised on a cash basis, will be approximately $5 million. No assurance can be given that any of the warrants will be exercised, or that the Company will receive cash proceeds from the exercise of the 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 exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to Section 4(a)(2) thereof 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, the Company has agreed to file a registration statement covering the resale of the common stock (or the shares of common stock issuable upon exercise of the pre-funded warrant in lieu thereof) issued in the private placement and the shares of common stock issuable upon exercise of the warrants issued in the private placement (the date of effectiveness of such 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 next-generation in vivo CAR-T therapies for cancer and autoimmune disease. Tempest's lead product candidate, TPST-4003, combines a clinically supported dual-targeting CD19/BCMA CAR structure with an advanced CD7-targeting delivery system to support broad immune reset across multiple indications. Tempest envisions a world in which immune reset therapies bring safe, effective, and broadly accessible therapeutic options to patients in need. For additional information, visit Tempest's website at https://www.tempesttx.com.

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, concerning Tempest. 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, as well as assumptions made by, and information currently available to, management of Tempest. 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," "goal", "suggest", "target" 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 private placement, the use of proceeds therefrom, the potential exercise of the warrants and the receipt of Stockholder Approval. All forward-looking statements in this press release are based on Tempest's 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 the market and other conditions, Tempest's 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's Annual Report on Form 10-K for the year ended December 31, 2025, filed with the Securities and Exchange Commission ("SEC") on March 30, 2026, and in other documents filed by Tempest from time to time with the SEC. Except as required by applicable law, Tempest 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's 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.

Investor Contacts:

Sylvia Wheeler
Wheelhouse Life Science Advisors
swheeler@wheelhouselsa.com

Aljanae Reynolds
Wheelhouse Life Science Advisors
areynolds@wheelhouselsa.com

FAQ

What securities is Tempest issuing in this private placement?

The company is selling an aggregate of 3,105,591 shares of common stock, or pre-funded warrants in lieu of common stock, together with series C warrants to purchase up to 3,105,591 shares of common stock and series D warrants to purchase up to 3,105,591 shares of common stock, all at a combined purchase price of $0.805 per share (or pre-funded warrant) and accompanying warrants.

When do the series C and series D warrants become exercisable and when do they expire?

The series C and series D warrants become exercisable on the effective date of stockholder approval of the issuance of the underlying shares. Series C warrants expire six years and series D warrants expire three years from the later of that stockholder approval date and the date the resale registration statement becomes effective.

How will Tempest use the net proceeds from this financing?

The company intends to use the net proceeds from the offering for working capital and other general corporate purposes.

How is this offering being conducted from a regulatory standpoint?

The securities are being offered in a private placement exempt from registration under the Securities Act of 1933 pursuant to Section 4(a)(2) and/or Regulation D. The securities, including the shares underlying the warrants, are not registered and may only be resold in the United States under an effective registration statement or an applicable exemption. Under a registration rights agreement, the company has agreed to file a registration statement covering resales of the common stock and warrant shares issued in the private placement.

Who is acting as placement agent and when is closing expected?

H.C. Wainwright & Co. is acting as the exclusive placement agent, and closing of the private placement is expected on or about September 14, 2026, subject to customary closing conditions.