Welcome to our dedicated page for Tempest Therapeutics SEC filings (Ticker: TPST), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
Tempest Therapeutics, Inc. filings document material-event disclosures for a clinical-stage biotechnology company developing CAR-T cell therapy and small-molecule product candidates. The company’s 8-K filings include Regulation FD presentations, press releases on TPST-2003 clinical data, annual financial results, business updates, and exhibits describing corporate presentations and pipeline activity.
The filing record also covers capital-structure and governance matters, including Nasdaq-listed common stock, Series A Junior Participating Preferred Purchase Rights, a limited-duration stockholder rights plan, equity incentive plan amendments, and listing-compliance notices. Material agreement disclosures include the completed acquisition of dual-targeting CAR-T assets and related common stock consideration.
Tempest Therapeutics, Inc. (TPST) has filed a prospectus registering up to 8,910,579 shares of common stock for resale by Lincoln Park Capital Fund, LLC under a common stock purchase agreement. These shares consist of 560,356 Initial Commitment Shares, 350,223 Additional Commitment Shares, and up to 8,000,000 shares that Tempest may sell to Lincoln Park at its discretion.
Under the agreement, Lincoln Park has committed to purchase up to $50 million of TPST common stock over approximately 24 months from the Commencement Date, with an Initial Available Amount of $25 million that can automatically increase by an additional $25 million. Tempest will not receive proceeds from Lincoln Park’s resale of registered shares, only from its primary sales to Lincoln Park, which are priced off the market with specified discounts and volume caps.
As of August 19, 2026, Tempest had 16,539,767 shares outstanding, and a Nasdaq Capital Market closing price of $1.06 per share was recorded on August 28, 2026. The company warns that issuances under this facility may cause substantial dilution and that access to the full $50 million is constrained by a 3,195,881-share Exchange Cap, a 4.99% Beneficial Ownership Limitation, and Nasdaq stockholder-approval rules.
Tempest Therapeutics, Inc. (TPST) announced a senior finance leadership change. On August 18, 2026, Justin Trojanowski notified the company of his decision to resign as Principal Financial Officer and Principal Accounting Officer, and from all other positions, effective September 1, 2026.
Effective the same date, the Board appointed Nicholas Rossettos
Tempest Therapeutics, Inc. (TPST) filed a Form S-1 to register up to 8,910,579 shares of common stock for resale by Lincoln Park Capital Fund LLC in connection with an equity purchase agreement. The registration covers 560,356 Initial Commitment Shares, 350,223 Additional Commitment Shares, and up to 8,000,000 shares that Tempest may sell to Lincoln Park over time.
Under the Purchase Agreement dated August 13, 2026, Lincoln Park has committed to buy up to $50 million of TPST stock (an initial $25 million, automatically rising by another $25 million once fully drawn), over a period ending 24 months after the Commencement Date. TPST will not receive proceeds from Lincoln Park’s resale of the registered shares, but will receive cash when it sells shares to Lincoln Park, to be used for working capital and general corporate purposes.
TPST’s stock was $1.02 on August 20, 2026, with 16,539,767 shares outstanding as of August 19, 2026. Sales under the facility are subject to a 19.99% Nasdaq Exchange Cap of 3,195,881 shares unless pricing conditions are met, and a 4.99% Beneficial Ownership Limitation for Lincoln Park. The company highlights potential dilution and share-price pressure from issuances and resales under this structure.
Tempest Therapeutics, Inc. (TPST) reports that its reconvened special meeting of stockholders was called to order on August 17, 2026 to consider a proposal to amend its Restated Certificate of Incorporation. The amendment would replace specified supermajority voting requirements and permit stockholder action by written consent, as described in the previously distributed proxy statement. A quorum was present, with 10,601,849 shares represented out of 14,806,997 shares of common stock outstanding as of the May 28, 2026 record date. Because there were not enough votes to approve the proposal, the company adjourned the meeting to allow additional time for voting. The special meeting will reconvene on September 15, 2026 at 12:00 p.m. Eastern Time via live webcast, using the same access credentials. The proposal requires the affirmative vote of at least 75% of the votes entitled to be cast. The record date and previously submitted proxies remain in effect unless revoked.
Tempest Therapeutics, Inc. is a clinical-stage biotech focused on CAR‑T therapies, now centered on TPST‑4003, an in vivo CD19/BCMA CAR‑T candidate for autoimmune and oncology indications. In February 2026 it acquired four Erigen CAR‑T programs, issuing 8,268,495 shares; the $22.2 million total cost was expensed as acquired in‑process R&D, driving a sharp increase in loss.
For the six months ended June 30, 2026, Tempest reported a net loss of $32.9 million versus $18.7 million a year earlier, and a stockholders’ deficit of $1.1 million compared with equity of $6.7 million at year‑end 2025. Cash and cash equivalents were only $0.8 million, and management states there is substantial doubt about the company’s ability to continue as a going concern over the next 12 months.
Liquidity actions include a $20 million Funding Commitment from Factor Bioscience (with $11.8 million remaining availability), a March 2026 private placement raising about $2.0 million, and a May 2026 warrant‑exercise inducement raising a further $2.0 million. A warrant dividend distributed 6,784,989 equity warrants, and subsequent to quarter‑end Tempest arranged an equity purchase facility with Lincoln Park Capital for up to $50 million, subject to conditions.
Tempest Therapeutics reported second quarter 2026 results and outlined progress on its in vivo CAR-T pipeline. A development collaboration was executed with Hebei Senlang Biotechnology to advance product candidates including TPST-4003, with first patient dosing in an investigator-initiated trial in China anticipated in the fourth quarter of 2026 and initial clinical data expected in the first half of 2027.
The company highlighted TPST-2003 data from partner-run trials, noting a 100% complete response rate in 15 CAR-T‑naïve efficacy-evaluable patients and a favorable safety profile without Grade ≥3 cytokine release syndrome or immune effector cell‑associated neurotoxicity syndrome in the REDEEM‑1 trial. Tempest ended the quarter with $0.8 million in cash and cash equivalents and reported a net loss of $5.2 million for the quarter and $32.9 million for the first six months of 2026. Stockholders’ equity was a deficit of $1.1 million, and management disclosed ongoing needs for additional capital to fund programs and continue as a going concern.
Tempest Therapeutics, Inc. entered into a purchase agreement and registration rights agreement with Lincoln Park Capital Fund, LLC, under which Lincoln Park has committed to purchase up to $50.0 million of Tempest common stock. The initial available amount is $25.0 million, which may be automatically increased by an additional $25.0 million, subject to conditions in the agreement, including effectiveness of a resale registration statement.
Tempest may, at its sole discretion, direct Lincoln Park over up to 24 months to buy shares in regular purchases of up to 60,000–80,000 shares per purchase date, capped at $500,000 per regular purchase, plus potential accelerated purchases. Issuances are limited by a Nasdaq 19.99% Exchange Cap unless specified pricing or stockholder-approval conditions are met, and Lincoln Park’s ownership is capped at 4.99%. As a commitment fee, Tempest will issue 560,356 shares at signing and 350,223 shares after full funding of the initial $25.0 million. The shares are being offered in a private placement relying on Securities Act Section 4(a)(2) and Rule 506(b).
Tempest Therapeutics, Inc. convened a special meeting of stockholders on July 27, 2026 to vote on a Certificate of Amendment to its Restated Certificate of Incorporation that would replace specified supermajority voting requirements and permit stockholder action by written consent.
A quorum was achieved, with 10,031,446 shares, or 67.7% of the 14,806,997 shares of common stock outstanding as of May 28, 2026, present or represented by proxy, but there were not sufficient votes to approve the proposal. The meeting was adjourned and will reconvene on August 17, 2026 at 12:00 p.m. Eastern Time via live webcast. Approval requires the affirmative vote of at least 75% of the votes all stockholders would be entitled to cast, and the May 28, 2026 record date and previously submitted proxies remain in effect unless properly revoked.
Tempest Therapeutics entered a product development and investigator-initiated trial collaboration with Hebei Senlang Biotechnology to advance TPST-4003, an in vivo CD7-targeted CAR-T therapy, via an IIT in China in approximately 10 myasthenia gravis or multiple sclerosis patients, with first dosing expected in the fourth quarter of 2026.
The agreement sets per-product development fees between $1.5 million and $2.0 million, grants Tempest worldwide perpetual rights to all generated data, and gives Senlang an exclusive 90-day option after data delivery to negotiate China commercialization rights. The initial term is three years, and Tempest anticipates initial safety and pharmacodynamic data as early as the first half of 2027.