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Tempest inks ex-China in vivo CAR-T deal with Senlang

Tempest secures an exclusive four-month option on Senlang’s CD7-directed in vivo CAR-T platform, with significant potential fees and future 6% sales royalties if licensed.

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8-K

Rhea-AI Filing Summary

Tempest Therapeutics, Inc. (TPST) entered into an exclusive collaboration, option and license agreement with Hebei Senlang Biotechnology granting Tempest a four-month exclusive option to license Senlang’s in vivo CD7‑targeted lentiviral CAR‑T technology for worldwide rights excluding Greater China, subject to an approximately $447,000 option exercise fee.

If Tempest exercises the option, it would obtain a royalty‑bearing, sublicensable license requiring per‑product nomination fees, annual maintenance fees escalating from $10 million to $14 million over the first three years, a 6% royalty on net sales, and a share of any sublicense revenue, alongside development and IND‑filing or business‑development milestones. A lead BCMA/GPRC5D dual‑targeting in vivo CAR‑T candidate from Senlang’s portfolio is in Phase 1 dose escalation for relapsed/refractory multiple myeloma, with early data showing in vivo CAR‑T generation and expansion and, as of August 25, 2026, no Grade 3 or higher cytokine release syndrome or immune effector cell‑associated neurotoxicity syndrome.

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Filing Explained

The furnished release also lists the need for additional capital to fund planned programs and operations and to continue to operate as a going concern; as of June 30, cash was $779,000 against second-quarter operating cash use of $2.779 million, equal to 25.5 days at that historical rate.

Sources and calculations
  • Available liquidity against the last reported quarterly operating outflow, in days at that rate $779,000 / ($2,779,000 / 91) = 25.5 days
Item 1.01 Entry into a Material Definitive Agreement Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 7.01 Regulation FD Disclosure Disclosure
Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.
Option exercise fee $447,000 (approximately) Fee payable by Tempest to exercise the in vivo CAR-T license option
Annual maintenance fees $10 million to $14 million Escalating annual fees over the first three years after license exercise
Royalty rate on net sales 6% Ongoing royalty rate Tempest would pay Senlang on net sales of Licensed Products
Option period 4 months Exclusive option window for Tempest to obtain the worldwide (ex‑Greater China) license
Clinical trial phase Phase 1 dose escalation Stage of the BCMA/GPRC5D dual‑targeting in vivo CAR‑T candidate for multiple myeloma
Safety cutoff date August 25, 2026 Date through which no Grade 3+ CRS or ICANS were observed in the Phase 1 trial
in vivo CAR-T medical
"developing in vivo CAR-T therapies designed to reset dysfunctional immunity"
In vivo CAR‑T is a cancer immunotherapy approach that delivers genetic instructions directly into a patient’s body so their own immune cells are reprogrammed on site to recognize and kill cancer cells, instead of removing and engineering those cells in a lab. For investors, it matters because this method could make CAR‑T treatments faster, cheaper and easier to scale—potentially expanding the market—but it also introduces different safety, manufacturing and regulatory risks that affect commercial viability.
Phase 1 dose escalation medical
"lead BCMA/GPRC5D dual-targeting in vivo CAR-T candidate is in Phase 1 dose escalation"
cytokine release syndrome medical
"no Grade 3 or higher cytokine release syndrome and no immune effector"
An intense immune overreaction in which the body's defense system releases a large surge of signaling proteins, causing fever, low blood pressure, breathing trouble or organ stress; imagine the immune system's alarm going into overdrive and flooding the body with emergency responders. Investors care because this side effect can slow or block regulatory approval, increase clinical trial costs and liabilities, limit how widely a therapy can be used, and therefore affect a drug's market value and sales potential.
immune effector cell-associated neurotoxicity syndrome medical
"no Grade 3 or higher cytokine release syndrome and no immune effector cell-associated"
immune effector cell-associated neurotoxicity syndrome (ICANS) is a brain-related side effect that can occur after treatments that activate powerful immune cells, such as engineered cell therapies. It can cause confusion, speech problems, seizures or coma when the immune response unintentionally harms brain function; think of an overenthusiastic security system that starts damaging the house it’s protecting. Investors care because ICANS affects clinical trial results, regulatory approvals, product labeling, treatment adoption, monitoring costs and potential liability, all of which influence a therapy’s commercial value.
royalty-bearing financial
"exclusive, royalty-bearing, sublicensable license to develop and commercialize"
An asset, contract, or revenue stream described as royalty-bearing requires regular payments calculated as a percentage or fixed fee based on sales, production, or use. For investors, this matters because such payments either reduce the cash an owner keeps from a product or create a predictable income stream for the party receiving the royalty—think of it like renting out a patent or mine where the operator pays the owner a portion of what they earn.
right of first negotiation regulatory
"The agreement also grants each party a right of first negotiation for Greater China rights"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What key agreement did Tempest Therapeutics (TPST) announce with Hebei Senlang Biotechnology?

Tempest announced an exclusive collaboration, option and license agreement giving it a four‑month exclusive option to license Senlang’s CD7‑targeted lentiviral in vivo CAR‑T platform and product portfolio for territories outside Greater China, subject to an approximately $447,000 option exercise fee if Tempest elects to proceed.

What are the main financial obligations for TPST if it exercises the Senlang in vivo CAR-T license option?

If the option is exercised, Tempest would owe an option fee of about $447,000, per‑product nomination fees, annual maintenance fees escalating from $10 million to $14 million over the first three years, a 6% royalty on net sales, and a share of any sublicense revenue.

What development commitments does Tempest (TPST) make under the Senlang option and license structure?

Upon license exercise, Tempest commits to use commercially reasonable efforts to develop and commercialize at least one Licensed Product and to meet specified IND‑filing or business‑development milestones, with the ability to stop paying maintenance fees, which would trigger reductions to development timelines.

What clinical-stage asset is highlighted in Tempest’s collaboration with Senlang?

The portfolio includes a BCMA/GPRC5D dual‑targeting in vivo CAR‑T candidate in a Phase 1 dose‑escalation study for relapsed/refractory multiple myeloma, with early observations of in vivo CAR‑T generation and expansion at the current highest evaluable dose level.

What early safety data are reported for Senlang’s in vivo CAR-T program referenced by TPST?

As of August 25, 2026, early clinical observations in the Phase 1 study showed successful in vivo CAR‑T generation and expansion, with no Grade 3 or higher cytokine release syndrome and no immune effector cell‑associated neurotoxicity syndrome, supporting continued dose escalation and ongoing enrollment.

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

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false 0001544227 0001544227 2026-09-14 2026-09-14 0001544227 us-gaap:CommonStockMember 2026-09-14 2026-09-14 0001544227 us-gaap:SeriesAPreferredStockMember 2026-09-14 2026-09-14
 
 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 14, 2026

 

 

Tempest Therapeutics, Inc.

(Exact name of Registrant as Specified in Its Charter)

 

 

 

Delaware   001-35890   45-1472564
(State or Other Jurisdiction
of Incorporation)
 

(Commission

File Number)

  (IRS Employer
Identification No.)

 

2000 Sierra Point Parkway, Suite 400  
Brisbane, California   94005
(Address of Principal Executive Offices)   (Zip Code)

Registrant’s Telephone Number, Including Area Code: (415) 798-8589

 

(Former Name or Former Address, if Changed Since Last Report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

 

Trading
Symbol(s)

 

Name of each exchange
on which registered

Common Stock, $0.001 par value   TPST   The Nasdaq Stock Market LLC
Series A Junior Participating Preferred Purchase Rights   N/A   The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 
 


Item 1.01

Entry into a Material Definitive Agreement.

On September 14, 2026, Tempest Therapeutics, Inc. entered into an exclusive collaboration, option and license agreement with Heibei Senlang Biotechnology Co., Ltd., a PRC company, under which Senlang granted the Company an exclusive option, exercisable within four months, to obtain an exclusive, royalty-bearing, sublicensable license to develop and commercialize Senlang’s in vivo CAR-T technology worldwide excluding Greater China. If exercised (upon payment of an option exercise fee of approximately $447,000), the license would require the Company to pay a nomination fee for each Selected Licensed Product, annual maintenance fees escalating from $10 million to $14 million over the first three years (which the Company may elect to stop paying, with corresponding reductions to development timelines), a 6% royalty on net sales, and a share of any sublicense revenue, while committing the Company to use commercially reasonable efforts to develop and commercialize at least one Licensed Product and to meet specified IND-filing or business-development milestones. The agreement also grants each party a right of first negotiation for Greater China rights and includes customary termination provisions for material breach, bankruptcy, patent challenges by the Company, or termination for convenience by the Company on 90 days’ notice.

The foregoing description is only a summary and is qualified in its entirety by reference to the full text of the agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated by reference herein.

 

Item 7.01

Regulation FD Disclosure.

On September 15, 2026, the Company issued a press release with respect to the matters described in Item 1.01 of this Current Report on Form 8-K, a copy of which is furnished as Exhibit 99.1 to this Current Report on Form 8-K and incorporated by reference in this Item 7.01.

The information contained in Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1 attached hereto, is “furnished” and not “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section. Such information shall not be incorporated by reference in another filing under the Exchange Act or the Securities Act of 1933, as amended, except to the extent such other filing specifically incorporates such information by reference.

 

Item 9.01

Financial Statements and Exhibits

(d) Exhibits

 

10.1    Exclusive Collaboration, Option and License Agreement, dated September 14, 2026, by and between Tempest Therapeutics, Inc. and Heibei Senlang Biotechnology Co., Ltd.
99.1    Press Release, dated September 15, 2026
104    Cover Page Interactive Data File (formatted in Inline XBRL)

 


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

      TEMPEST THERAPEUTICS, INC.
Date: September 17, 2026     By:  

/s/ Matthew Angel

    Name:   Matthew Angel
    Title:   President and Chief Executive Officer

Exhibit 99.1

 

LOGO

Tempest Secures Exclusive Option to License Clinical-Stage CD7-Targeted Lentiviral In Vivo CAR-T Platform

-Transaction complements Tempest’s existing CD7-targeted lipid nanoparticle in vivo CAR-T delivery platform, which is planned to enter the clinic later this year

-Lead BCMA/GPRC5D dual-targeting in vivo CAR-T candidate is in Phase 1 dose escalation for relapsed/refractory multiple myeloma

-Early clinical observations demonstrate in vivo CAR-T generation and expansion at the current highest evaluable dose, with an initial safety profile supporting continued dose escalation

-Additional pipeline candidates would expand Tempest’s immune reset portfolio across hematologic malignancies and autoimmune diseases

Brisbane, CA, September 15, 2026 – Tempest Therapeutics, Inc. (Nasdaq: TPST) (“Tempest”), a clinical-stage biotechnology company developing in vivo CAR-T therapies designed to reset dysfunctional immunity in cancer and autoimmune disease, today announced that it has entered into an exclusive option agreement with Hebei Senlang Biotechnology Co., Ltd. (“Senlang”).

The agreement provides Tempest with an exclusive option to license Senlang’s CD7-targeted lentiviral vector platform and a portfolio of in vivo CAR-T product candidates. The portfolio includes a BCMA/GPRC5D dual-targeting in vivo CAR-T candidate currently in Phase 1 dose escalation for relapsed/refractory multiple myeloma, as well as additional candidates for hematologic malignancies and autoimmune diseases.

“This agreement represents an important step in building Tempest as a multi-platform in vivo CAR-T company focused on immune reset for oncology and autoimmune indications,” said Matt Angel, Ph.D., President and Chief Executive Officer of Tempest. “Upon exercise of the option, the CD7-targeted lentiviral platform would complement our targeted LNP platform, providing two distinct approaches to generating CAR-T cells directly within patients. The lead program is currently in clinical development and has demonstrated in vivo CAR-T generation and expansion, providing encouraging early clinical support.”


Senlang’s proprietary platform uses targeted lentiviral vectors to deliver CAR transgenes to endogenous CD7-positive T cells and natural killer cells, generating CAR-T and CAR-NK cells directly within the patient. The approach is designed to avoid the individualized cell collection and external manufacturing required for conventional autologous CAR-T therapy. The lead program encodes a dual-targeting CAR directed against BCMA and GPRC5D, two clinically validated targets in multiple myeloma. Targeting both antigens may broaden malignant plasma-cell coverage and reduce the potential for tumor escape associated with the loss or downregulation of a single antigen.

The candidate is currently being evaluated in an ongoing Phase 1 dose-escalation study in patients with relapsed/refractory multiple myeloma. Early clinical observations at the current highest evaluable dose demonstrate successful generation and expansion of CAR-T cells in vivo. As of August 25, 2026, no Grade 3 or higher cytokine release syndrome and no immune effector cell-associated neurotoxicity syndrome were observed. The initial safety profile supports continued dose escalation, and patient enrollment and follow-up remain ongoing.

“Together, our targeted LNP and targeted lentiviral vector platforms are intended to support a broad portfolio of immune reset therapies,” said Dr. Angel. “The LNP platform offers a potentially repeatable approach to transient CAR expression, while the lentiviral platform is designed to support durable CAR-cell generation. These complementary capabilities provide Tempest with the flexibility to match the delivery approach to the biology and treatment requirements of different cancers and autoimmune diseases.”

Tempest and Senlang will continue to evaluate the Phase 1 results and the broader product portfolio during the option period. Tempest expects to provide additional information regarding the program as the clinical data mature.

About Senlang’s CD-7-Directed Lentiviral Platform

Senlang has a pipeline of in vivo CAR-T cell programs utilizing its CD7-directed lentiviral platform, which is designed to selectively deliver CAR payloads to endogenous CD7-positive T cells and NK cells, enabling in vivo generation of antigen-directed CAR immune cells. Proprietary nanobody-based retargeting promotes selective cell engagement and efficient transduction, while an engineered detargeted cocal envelope is intended to improve serum resistance, particle stability, and functional delivery in the bloodstream. Producer-cell engineering adds an immune-shielding feature to the lentiviral delivery


particles, helping them remain functional longer in the bloodstream and improving delivery to CD7-positive immune cells. In preclinical studies, the platform demonstrated enhanced transduction in whole blood and resting PBMCs, and a single low-dose administration produced efficient in vivo transduction, rapid CAR-cell expansion, tumor-site enrichment, and durable tumor regression in mouse models.

About Tempest Therapeutics

Tempest 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.

About Hebei Senlang Biotechnology

Hebei Senlang Biotechnology Co., Ltd., is a clinical-stage cell therapy company focused on next-generation CAR-T technologies, with specialized expertise in CD7-targeted CAR-T development. Senlang has established end-to-end capabilities spanning CAR design, vector and plasmid development, GMP manufacturing and clinical trial execution, and is currently advancing multiple CD7 CAR-T programs, including a pivotal CD7 CAR-T clinical trial for relapsed or refractory T-cell lymphoblastic lymphoma/leukemia (“T-LBL/ALL”).

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: Tempest’s exclusive option with Senlang and the advancement, development, design and potential benefits of a BCMA/GPRC5D dual-targeting in vivo CAR-T therapy; the Phase 1 dose


escalation trial, including the expected patient population, indications, number of patients, and expected assessments; the potential negotiation and entry into a definitive license agreement with Senlang; the potential ability of BCMA/GPRC5D dual-targeting in vivo CAR-T therapy to enable broad tumor-antigen coverage, strengthen target-cell recognition, and support durable responses; the potential applicability of Tempest’s platform and product candidates across autoimmune and oncology indications; and Tempest’s ability to achieve its operational plans. 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 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

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