Tempest Therapeutics sets up $50M equity facility

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.

Rhea-AI Filing Summary

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).

Filing Explained

The agreement creates conditional equity capacity, not a completed draw; its use can dilute holders and restrict similar equity-line financings through defined end dates.

On August 13, 2026, Tempest Therapeutics signed the purchase and registration-rights agreements, but use of the facility remains subject to conditions, including an effective resale registration statement.

The company agreed to file that registration statement within 10 days, and the filing reports no sale of shares under the purchase facility itself; it defines commencement as the date when all purchase-obligation conditions are first satisfied.

If shares are sold under the facility, they would increase the share count and reduce existing holders’ percentage ownership absent offsetting changes.

8-K Event Classification

3 items: 1.01, 3.02, 9.01

3 items

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 3.02 Unregistered Sales of Equity Securities Securities

The company sold equity securities in a private placement or other unregistered transaction.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Total commitment: $50.0 million Initial available amount: $25.0 million Exchange Cap: 19.99% +5 more

8 metrics

Total commitment $50.0 million Maximum aggregate amount of common stock Lincoln Park has committed to purchase

Initial available amount $25.0 million Initial portion of the commitment available before automatic increase by an additional $25.0 million

Exchange Cap 19.99% Maximum percentage of pre-agreement outstanding shares issuable to Lincoln Park under Nasdaq rules

Beneficial ownership cap 4.99% Maximum beneficial ownership of outstanding common stock permitted for Lincoln Park

Regular purchase size 60,000–80,000 shares Per purchase-date share limits depending on the closing sale price thresholds

Per regular purchase cash cap $500,000 Lincoln Park’s maximum purchase commitment in any single regular purchase

Initial commitment fee shares 560,356 shares Shares issued to Lincoln Park as a commitment fee immediately upon signing

Additional commitment fee shares 350,223 shares Shares issuable as additional commitment fee after full funding of the initial $25.0 million

Key Terms

Exchange Cap, accelerated purchases, equity line of credit, beneficially owning, +2 more

6 terms

Exchange Cap market

"Under applicable Nasdaq listing rules, the aggregate number of shares... cannot exceed 19.99% of the shares... (the “Exchange Cap”)"

accelerated purchases financial

"the Company may... direct Lincoln Park to purchase additional shares of Common Stock in “accelerated purchases”"

equity line of credit financial

"from entering into an agreement to effect an “equity line of credit” or other similar offering"

An equity line of credit is a loan that allows homeowners to borrow money against the value of their property, similar to having a flexible credit card secured by their home. It matters to investors because it provides a way for property owners to access cash for various needs, which can influence real estate markets and overall economic activity. This type of credit offers ongoing borrowing capacity, making it a valuable financial tool for those with significant property equity.

beneficially owning financial

"Company may not direct Lincoln Park to purchase any shares... if such purchase would result in Lincoln Park beneficially owning more than 4.99%"

Beneficially owning a security means you have the economic rights and practical power over shares even if they’re held in another name—you can receive dividends, sell the shares, or direct how they’re voted. Think of it like renting a car: you may not hold the title, but you control and use it. For investors, beneficial ownership reveals who actually controls or benefits from a company’s stock and is used in regulatory disclosure and voting calculations.

commitment fee financial

"As consideration for Lincoln Park’s commitment... the Company agreed to issue Lincoln Park as a commitment fee (a) 560,356 shares"

A commitment fee is a charge a lender applies to a borrower for keeping a loan or line of credit available, even before any money is drawn. Think of it as a reservation fee for borrowing power; the borrower pays to ensure funds will be there when needed. Investors care because it adds to a company’s borrowing cost, affects cash flow and liquidity, and can signal lenders’ willingness to extend credit.

accredited investor regulatory

"Lincoln Park represented to the Company that it is an “accredited investor”, as defined in Rule 501"

An accredited investor is an individual or entity that meets certain financial criteria, such as having a high income or significant net worth, allowing them to invest in private or less regulated investment opportunities. This status matters because it grants access to investments that are often riskier or less available to the general public, reflecting a higher level of financial knowledge or resources.

Offering Details

ATM · $50.0 million

Offering

Offering Type ATM

Securities Offered Common stock, $0.001 par value

Offering Amount $50.0 million

FAQ

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

What financing did Tempest Therapeutics (TPST) secure with Lincoln Park?

Tempest Therapeutics secured a committed equity facility for up to $50.0 million of common stock with Lincoln Park Capital. The company can direct sales over up to 24 months, subject to pricing, volume, and Nasdaq listing limitations described in the agreements.

How much stock can Tempest Therapeutics (TPST) initially sell under the Lincoln Park deal?

The initial available amount under the Lincoln Park commitment is $25.0 million of Tempest common stock. This amount may be automatically increased by an additional $25.0 million later, subject to conditions set forth in the purchase agreement.

What are the Nasdaq share issuance limits in the Tempest (TPST) Lincoln Park agreement?

Under Nasdaq rules, Tempest may not issue more than 19.99% of its pre-agreement outstanding common stock (the Exchange Cap), unless stockholders approve a larger issuance or the average sale price meets or exceeds $1.3854 per share as defined in the agreement.

What commitment fee is Tempest Therapeutics (TPST) paying to Lincoln Park?

As a commitment fee, Tempest will issue Lincoln Park 560,356 shares of common stock at signing and 350,223 shares after full funding of the initial $25.0 million, in each case pursuant to the terms of the purchase agreement.

How are per-day purchase amounts structured in the Tempest (TPST) equity facility?

On eligible purchase dates, Tempest may direct regular purchases of up to 60,000 shares, potentially rising to 70,000 or 80,000 shares based on share price thresholds. Each regular purchase is additionally capped at $500,000 in Lincoln Park’s maximum purchase commitment.

What ownership limits apply to Lincoln Park in the Tempest (TPST) agreement?

Tempest may not direct purchases that would result in Lincoln Park beneficially owning more than 4.99% of Tempest’s outstanding common stock. This beneficial ownership cap is a condition on Lincoln Park’s purchases under the agreement.

Under which Securities Act exemptions is Tempest (TPST) selling shares to Lincoln Park?

Tempest is relying on Section 4(a)(2) of the Securities Act and Rule 506(b) of Regulation D. Lincoln Park represented that it is an accredited investor, and the shares will be sold without prior registration, subject to applicable resale registration later.

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

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Accepted by SEC EDGAR 08/13/2026 - 04:31 PM EDT Learn about SEC filing dates

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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): August 13, 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 August 13, 2026, Tempest Therapeutics, Inc., a Delaware corporation (the “Company”), entered into a purchase agreement (the “Purchase Agreement”) and a registration rights agreement (the “Registration Rights Agreement”) with Lincoln Park Capital Fund, LLC (“Lincoln Park”), pursuant to which Lincoln Park has committed to purchase up to $50.0 million of the Company’s common stock, par value $0.001 per share (the “Common Stock”), such that the initial available amount shall be $25.0 million, automatically increased by an additional amount of $25.0 million thereafter, subject to certain limitations and satisfaction of the conditions set forth in the Purchase Agreement.

Upon the terms and subject to the satisfaction of the conditions set forth in the Purchase Agreement, the Company has the right, but not the obligation, to sell to Lincoln Park, and Lincoln Park is obligated to purchase, up to $50.0 million of Common Stock. Such sales of Common Stock by the Company, if any, are subject to certain limitations set forth in the Purchase Agreement, and may occur from time to time, at the Company’s sole discretion, over a period of up to 24-months, commencing on the date on which each of the conditions to Lincoln Park’s purchase obligations set forth in the Purchase Agreement have initially been satisfied (such date, the “Commencement Date”), including the effectiveness of a registration statement registering under the Securities Act of 1933, as amended (the “Securities Act”), the resale by Lincoln Park of shares of Common Stock that have been and may be issued by the Company to Lincoln Park under the Purchase Agreement. The Company has agreed to file such registration statement with the Securities and Exchange Commission (the “SEC”) not later than 10 days after the date of execution of the Purchase Agreement and the Registration Rights Agreement.

From and after the Commencement Date, the Company may from time to time, on any business day selected by the Company on which the closing sale price per share of Common Stock as reported on The Nasdaq Capital Market is not less than the “floor price” threshold set forth in the Purchase Agreement (each such business day, a “purchase date”), by written notice delivered by the Company to Lincoln Park, direct Lincoln Park to purchase up to 60,000 shares of Common Stock on such purchase date, at a purchase price per share that will be determined and fixed in accordance with the Purchase Agreement at the time the Company delivers such written notice to Lincoln Park (each, a “regular purchase”). The maximum number of shares the Company may sell to Lincoln Park in a regular purchase may be increased by certain amounts to up to 70,000 shares and thereafter up to 80,000 shares, with the applicable maximum share limit determined by whether the closing sale price per share of Common Stock as reported on The Nasdaq Capital Market on the applicable purchase date for such regular purchase equals or exceeds certain minimum price thresholds set forth in the Purchase Agreement, in each case, subject to adjustment for any recapitalization, non-cash dividend, forward or reverse stock split or other similar transactions as provided in the Purchase Agreement; however, Lincoln Park’s maximum purchase commitment in any single regular purchase may not exceed $500,000.

In addition to regular purchases, provided that the Company has directed Lincoln Park to purchase the maximum amount of shares that the Company is then able to sell to Lincoln Park in a regular purchase, the Company may, in its sole discretion, direct Lincoln Park to purchase additional shares of Common Stock in “accelerated purchases” and “additional accelerated purchases,” as set forth in the Purchase Agreement. The purchase price per share of Common Stock sold in each such accelerated purchase and additional accelerated purchase, if any, will be calculated in accordance with the pricing terms for an accelerated purchase and an additional accelerated purchase, as applicable, set forth in the Purchase Agreement. There are no upper limits on the price per share that Lincoln Park must pay for shares of Common Stock in any purchase under the Purchase Agreement.

Under the Purchase Agreement, the Company will control the timing and amount of sales of Common Stock to Lincoln Park, if any. Lincoln Park has no right to require the Company to sell any shares of Common Stock to Lincoln Park, but Lincoln Park is obligated to make purchases as the Company directs, subject to certain conditions set forth in the Purchase Agreement. Actual sales of shares of Common Stock to Lincoln Park, if any, will depend on a variety of factors to be determined by the Company from time to time, including, among others, general market conditions, the trading prices for the Common Stock, and determinations by the Company as to the appropriate sources of funding for the Company and its operations.

Under applicable Nasdaq listing rules, the aggregate number of shares of Common Stock that the Company may issue to Lincoln Park under the Purchase Agreement cannot exceed 19.99% of the shares of Common Stock issued and outstanding immediately prior to the execution of the Purchase Agreement (the “Exchange Cap”), unless (i) the Company first obtains stockholder approval to issue shares of Common Stock in excess of the Exchange Cap in

accordance with applicable Nasdaq listing rules, or (ii) at the time the Company has issued shares of Common Stock equal to the Exchange Cap and at all times thereafter, the average price per share of Common Stock for all shares of Common Stock sold by the Company to Lincoln Park under the Purchase Agreement equals or exceeds $1.3854 per share (representing the lower of the official closing price of the Common Stock on Nasdaq on the trading day immediately preceding the date of the Purchase Agreement and the average official closing price of the Common Stock on Nasdaq for the five consecutive trading days ending on the trading day immediately preceding the date of the Purchase Agreement, as adjusted under applicable Nasdaq rules to take into account the issuance of shares of Common Stock to Lincoln Park for non-cash consideration as payment of the commitment fee described below), such that the Exchange Cap limitation would no longer apply to issuances and sales of Common Stock by the Company to Lincoln Park under the Purchase Agreement under applicable Nasdaq listing rules.

Additionally, Company may not direct Lincoln Park to purchase any shares of Common Stock under the Purchase Agreement if such purchase would result in Lincoln Park beneficially owning more than 4.99% of the issued and outstanding shares of Common Stock.

There are no restrictions on future financings, rights of first refusal, participation rights, penalties or liquidated damages in the Purchase Agreement or Registration Rights Agreement, except the Company is prohibited, subject to certain exceptions, until the earlier of (i) the 24-month anniversary of the Commencement Date (if the Commencement has occurred) and (ii) in the event the Company terminates the Purchase Agreement, the earlier of (A) the 180^th day following such termination of the Purchase Agreement by the Company and (B) the date on which Lincoln Park no longer owns any Common Stock purchased under the agreement or issued as commitment fee, from entering into an agreement to effect an “equity line of credit” or other similar offering in which the Company may issue and sell Common Stock, from time to time over a certain period of time, at future determined prices based on the market prices of the Common Stock at the time of each such issuance and sale. Lincoln Park has agreed not to engage in any short sales of the Common Stock or hedging transaction that establishes a net short position in the Common Stock during the term of the Purchase Agreement.

As consideration for Lincoln Park’s commitment to purchase shares of Common Stock in accordance with the Purchase Agreement, the Company agreed to issue Lincoln Park as a commitment fee (a) 560,356 shares of Common Stock issued immediately upon signing, and (b) 350,223 shares of Common Stock to be issued as additional commitment shares following full funding of the initial available amount of $25.0 million, pursuant to the terms of the Purchase Agreement.

The Purchase Agreement and the Registration Rights Agreement contain customary representations, warranties, conditions and indemnification obligations of the parties. The Company has the right to terminate the Purchase Agreement at any time with one business day’s prior written notice to Lincoln Park, at no cost or penalty.

The foregoing description of the Purchase Agreement and the Registration Rights Agreement is only a summary and is qualified in its entirety by reference to the full text of the Purchase Agreement and the Registration Rights Agreement, copies of which are attached hereto as Exhibit 10.1 and Exhibit 10.2, respectively, and incorporated herein by reference. The representations, warranties and covenants contained in such agreements were made only for purposes of such agreements and as of specific dates, were solely for the benefit of the parties to such agreements and may be subject to limitations agreed upon by the contracting parties.

The offer and sale of the Common Stock pursuant to the Purchase Agreement have not been registered under the Securities Act or any state securities laws. The Common Stock may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. Neither this Current Report on Form 8-K, nor the exhibits attached hereto, is an offer to sell or the solicitation of an offer to buy the Common Stock described herein or therein.

In the Purchase Agreement, Lincoln Park represented to the Company that it is an “accredited investor”, as defined in Rule 501 promulgated under the Securities Act, and the Company’s offer and sale of the Common Stock under the Purchase Agreement are being made in reliance upon the exemptions from the registration requirements of the Securities Act pursuant to Section 4(a)(2) thereof and Rule 506(b) of Regulation D promulgated thereunder.

Item 3.02 Unregistered Sales of Equity Securities.

The information contained in Item 1.01 of this Current Report on Form 8-K is incorporated by reference in this Item 3.02.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number		Description
10.1		Purchase Agreement, dated as of August 13, 2026, by and between Tempest Therapeutics, Inc. and Lincoln Park Capital Fund, LLC.
10.2		Registration Rights Agreement, dated as of August 13, 2026, by and between Tempest Therapeutics, Inc. and Lincoln Park Capital Fund, LLC.
104		Cover Page Interactive Data File (formatted in Inline XBRL)

SIGNATURE

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: August 13, 2026				By:		/s/ Matthew Angel
				Name:		Matthew Angel
				Title:		President and Chief Executive Officer

Filing Exhibits & Attachments

6 documents

Agreements & Contracts

• EX-10.1 EX-10.1 239.7 KB
• EX-10.2 EX-10.2 78.0 KB

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 4.1 KB
• EX-101 XBRL TAXONOMY EXTENSION DEFINITION LINKBASE 13.4 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 22.1 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 14.3 KB