Tempest Therapeutics raises $2.5M via warrants

Tempest Therapeutics raised about $2.5 million via a warrant-based private placement and set timelines for stockholder approval and resale registration.

Rhea-AI Filing Summary

Tempest Therapeutics, Inc. (TPST) entered into a private placement with an institutional investor, issuing pre-funded warrants to purchase up to 3,105,591 shares of common stock, together with Series C and Series D common stock warrants, for a combined purchase price of $0.804 per pre-funded warrant and accompanying warrants, generating approximately $2.5 million in gross proceeds.

The common warrants have an exercise price of $0.805 per share, while the pre-funded warrants are immediately exercisable at $0.001 per share; additional gross proceeds of up to about $5 million may be received upon cash exercise of the common warrants. Tempest plans to use net proceeds primarily for working capital and general corporate purposes, and agreed to seek stockholder approval within 90 days for issuance of the warrant shares, to register the resale of underlying shares on a specified timeline, and to observe short-term restrictions on additional equity issuances and variable rate transactions.

Filing Explained

The financing is closed, but its common-share impact remains split between immediately exercisable pre-funded warrants and approval-dependent common warrants.

The company reports that its private placement closed on September 15, 2026, after being agreed on September 11, 2026; it received approximately $2.5 million gross, while the securities issued were warrants rather than common shares. The pre-funded warrants cover up to 3,105,591 shares and are immediately exercisable at $0.001; Series C and Series D warrants each cover up to 3,105,591 shares, but become exercisable only after stockholder approval.

If those warrants are exercised, issuing additional shares increases the total share count and reduces an existing holder’s percentage ownership absent offsetting changes.

As of June 30, 2026, the company had $779,000 of cash and reported $2.779 million of quarterly operating cash use; the supplied comparison puts that cash balance at 25.5 days of the last reported quarterly operating cash use. Separately, the company agreed to issue placement-agent warrants for up to 217,391 shares at $1.0063 per share and paid a fee equal to 7.0% of gross proceeds; those warrants are additional potential share issuance, not shares already issued.

The filing’s specified milestones are a stockholder-approval request within 90 days and a resale-registration filing within 15 calendar days, with effectiveness targeted within 45 days or no later than 75 days if the SEC conducts a full review.

Sources and calculations

• Tempest Therapeutics Form 8-K (2026-09-15)
• Dilution definition (2026-07-17)
• Pre-funded warrant definition (2026-07-17)
• Private placement definition (2026-07-17)
• Tempest Therapeutics second-quarter 2026 fundamentals (2026-06-30)

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

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

Pre-Funded Warrants underlying shares: 3,105,591 shares Combined purchase price per unit: $0.804 per pre-funded warrant plus accompanying common warrants Gross proceeds from private placement: $2.5 million +5 more

8 metrics

Pre-Funded Warrants underlying shares 3,105,591 shares Shares of common stock purchasable under pre-funded warrants issued in the private placement

Combined purchase price per unit $0.804 per pre-funded warrant plus accompanying common warrants Price paid in the private placement for each pre-funded warrant with Series C and Series D warrants

Gross proceeds from private placement $2.5 million Approximate gross proceeds before fees and expenses from the September 2026 private placement

Potential additional proceeds from common warrants $5 million Up to approximately this amount in aggregate gross proceeds on cash exercise of the common warrants

Common warrant exercise price $0.805 per share Exercise price for Series C and Series D common stock warrants

Pre-funded warrant exercise price $0.001 per share Exercise price for pre-funded warrants, exercisable immediately after closing

Placement agent warrants 217,391 shares at $1.0063 per share Warrants issued to the placement agent or designees as compensation, mirroring Series C terms except price

Placement agent cash fee 7.0% of gross proceeds Cash fee paid to H.C. Wainwright & Co. based on gross proceeds from the private placement

Key Terms

Pre-Funded Warrants, Series C Warrants, Series D Warrants, Registration Rights Agreement, +2 more

6 terms

Pre-Funded Warrants financial

"issued and sold in a private placement ... pre-funded warrants to purchase up to 3,105,591 shares"

Pre-funded warrants are financial instruments that give investors the right to purchase a company's stock at a set price, but with most or all of the purchase price paid upfront. They function like a coupon or gift card for stock, allowing investors to buy shares later at a fixed price, which can be beneficial if they want to avoid future price increases. This makes them important for investors seeking flexibility and certainty in their investment plans.

Series C Warrants financial

"accompanied by (i) Series C warrants to purchase up to 3,105,591 shares"

Series C warrants are tradable certificates issued alongside a later-stage financing round that give the holder the right to buy company shares at a fixed price within a set time window. They matter to investors because they can provide low-cost upside if the company’s share price rises, but they can also dilute existing shareholders when converted, similar to a coupon that lets someone buy concert tickets later at today’s price — good for the coupon holder, changing the crowd size and ticket value for everyone else.

Series D Warrants financial

"and (ii) Series D warrants to purchase up to 3,105,591 shares of Common Stock"

Series D warrants are tradable rights issued with a company's Series D financing round that allow the holder to buy a set number of shares at a fixed price for a limited period. They matter to investors because they create potential extra upside if the company’s value rises, but can also dilute existing shareholders when converted—think of them as coupons you can redeem for stock if the price becomes favorable, affecting ownership and future per-share value.

Registration Rights Agreement regulatory

"entered into a registration rights agreement with the Investor"

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.

variable rate transaction financial

"will not effect or enter into an agreement to effect a “variable rate transaction”"

beneficially owned financial

"would cause the aggregate number of shares of Common Stock beneficially owned by the holder"

Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.

FAQ

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

What capital did TPST raise in the September 2026 private placement?

Tempest Therapeutics raised approximately $2.5 million in gross proceeds by selling pre-funded warrants and accompanying common stock warrants in a private placement, with potential for up to an additional $5 million in gross proceeds upon cash exercise of the common warrants.

How many TPST shares are covered by the new warrants?

The private placement includes pre-funded warrants to purchase up to 3,105,591 shares of common stock, plus Series C warrants for up to 3,105,591 shares and Series D warrants for up to 3,105,591 shares of common stock.

What are the exercise prices of the new TPST warrants?

The pre-funded warrants are exercisable at $0.001 per share. The Series C and Series D common warrants have an exercise price of $0.805 per share. Placement agent warrants issued as compensation have an exercise price of $1.0063 per share.

How will Tempest Therapeutics (TPST) use the private placement proceeds?

Tempest Therapeutics currently plans to use the net proceeds from the approximately $2.5 million private placement primarily for working capital and general corporate purposes, according to the company’s disclosure.

What stockholder approval is required for the new TPST warrants?

Tempest Therapeutics agreed to seek stockholder approval within 90 days of the Purchase Agreement date for the issuance of shares underlying the common warrants. The Series C and Series D warrants become exercisable on the effective stockholder approval date.

What registration rights were granted related to the TPST private placement?

Tempest agreed to file a registration statement for resale of shares underlying the pre-funded and common warrants within 15 days, and to use reasonable best efforts to have it effective within 45 days, or 75 days if subject to a full SEC review.

Are there ownership limits tied to the TPST warrants?

Yes. A holder cannot exercise pre-funded warrants if it would own more than 9.99% of outstanding common stock, and cannot exercise common warrants above 4.99% (or, at the holder’s election, 9.99%), with the ability to adjust these limits up to 9.99% on 61 days’ notice.

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

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Available on EDGAR 09/15/2026 - 04:07 PM Accepted by SEC EDGAR 09/15/2026 - 04:06 PM 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): September 11, 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

N/A

(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 (see General Instruction A.2. below):

☐ 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, par value $0.001 per share		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.

Securities Purchase Agreement

On September 11, 2026, Tempest Therapeutics, Inc. (the “Company”) entered into a securities purchase agreement (the “Purchase Agreement”) with an institutional investor (the “Investor”), pursuant to which the Company issued and sold in a private placement (the “Private Placement”) pre-funded warrants (the “Pre-Funded Warrants”) to purchase up to 3,105,591 shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”) accompanied by (i) Series C warrants to purchase up to 3,105,591 shares of Common Stock (the “Series C Warrants”) and (ii) Series D warrants to purchase up to 3,105,591 shares of Common Stock (the “Series D Warrants” and, together with the Series C Warrants, the “Common Warrants”). The combined purchase price per Pre-Funded Warrant and accompanying Common Warrants is $0.804. The gross proceeds to the Company from the Private Placement is approximately $2.5 million (excluding up to approximately $5 million of aggregate gross proceeds that may be received in the future upon the cash exercise of the Common Warrants), before deducting placement agent fees and other offering expenses payable by the Company.

The Private Placement closed on September 15, 2026. The Company currently plans to use the net proceeds from the Private Placement primarily for working capital and general corporate purposes.

Pursuant to the Purchase Agreement, the Company agreed to seek, within 90 days following the date of the Purchase Agreement, approval from its stockholders for the issuance of the shares issuable upon exercise of the Common Warrants (the “Stockholder Approval”). The Series C Warrants will become exercisable on the effective date of the Stockholder Approval (the “Stockholder Approval Date”) and have a term of six years from the later of the Stockholder Approval Date and the Effectiveness Date (as defined below). The Series D Warrants will become exercisable on the Stockholder Approval Date and have a term three years from the later of the Stockholder Approval Date and the Effectiveness Date. The Common Warrants have an exercise price of $0.805 per share. The Pre-Funded Warrants are exercisable immediately following the closing date of the Private Placement, have an exercise price of $0.001 per share and may be exercised at any time until exercised in full. In addition, pursuant to the Purchase Agreement, the Company has agreed not to (i) enter into any agreement to issue or announce the issuance or proposed issuance of any shares of Common Stock or Common Stock equivalents, or (ii) file any registration statement or amendment or supplement thereto, for a period of 30 days following the Effective Date, subject to certain customary exceptions. In addition, the Purchase Agreement provides that for a period of 60 days following the Effective Date, the Company will not effect or enter into an agreement to effect a “variable rate transaction” as defined in the Purchase Agreement, subject to certain customary exceptions.

The exercise price and the number of shares of Common Stock issuable upon exercise of the Pre-Funded Warrants and the Common Warrants are subject to customary adjustments in the case of stock dividends, stock splits, pro rata distributions, and similar events in respect of the Common Stock. A holder (together with its affiliates) of the Pre-Funded Warrants or Common Warrants, will not be entitled to exercise any portion of any Pre-Funded Warrant or Common Warrant, which, upon giving effect to such exercise would cause the aggregate number of shares of Common Stock beneficially owned by the holder (together with its affiliates) to exceed 9.99% with respect to the Pre-Funded Warrants or 4.99% (or, upon election of the holder, 9.99%) with respect to the Common Warrants of the number of shares of the Common Stock outstanding immediately after giving effect to the exercise, subject to such holder’s rights under the Pre-Funded Warrants and the Common Warrants to increase or decrease such percentage to another percentage not in excess of 9.99% upon notice from such holder to the Company (at least 61 days’ prior notice in the case of an increase).

The Purchase Agreement contains customary representations, warranties and agreements by the Company, indemnification obligations of the Company, including for liabilities arising under the Securities Act of 1933, as amended (the “Securities Act”), other obligations of the parties and termination provisions. The representations, warranties and covenants contained in the Purchase Agreement were made only for the purposes of such agreement and as of the specific dates, were solely for the benefit of the parties to such agreement and may be subject to limitations agreed upon by the contracting parties.

H.C. Wainwright & Co., LLC (the “Placement Agent”) served as the exclusive placement agent for the Company in connection with the Private Placement pursuant to an engagement letter between the Company and the Placement Agent, pursuant to which the Placement Agent agreed to serve on a reasonable best efforts basis in connection with the Private Placement. The Company agreed to issue to the Placement Agent or its designees warrants to purchase up to 217,391 shares of Common Stock in substantially the same form as the Series C Warrants, except that the exercise price thereunder is $1.0063 per share (the “Placement Agent Warrants”). The Company paid the Placement Agent an aggregate cash fee equal to 7.0% of the gross proceeds received in the Private Placement and reimbursed certain expenses incurred by the Placement Agent in connection with the Private Placement.

Registration Rights Agreement

On September 11, 2026, the Company also entered into a registration rights agreement with the Investor (the “Registration Rights Agreement”), pursuant to which the Company agreed to file a registration statement under the Securities Act with the Securities and Exchange Commission (the “SEC”), covering the resale of the shares of Common Stock underlying the Common Warrants and Pre-Funded Warrants no later than 15 calendar days following the date of the Registration Rights Agreement, and to use reasonable best efforts to have the registration statement declared effective by 45 calendar days following the date of the Registration Rights Agreement, and in any event no later than 75 calendar days following the date of the Registration Rights Agreement in the event of a “full review” by the SEC (the “Effectiveness Date”).

The foregoing description of the terms and conditions of the Purchase Agreement, Registration Rights Agreement, Pre-Funded Warrants and Common Warrants is only a summary and is qualified in its entirety by the full text of the form of Purchase Agreement, form of Registration Rights Agreement, form of Pre-Funded Warrants and form of Common Warrants, copies of which are attached hereto as Exhibits 10.1, 10.2, 4.1 and 4.2, respectively, and incorporated by reference herein.

Item 3.02 Unregistered Sales of Equity Securities

The information contained above in Item 1.01 relating to the Private Placement is hereby incorporated by reference into this Item 3.02. Based in part upon the representations of the Investor in the Purchase Agreement, the securities described above are being offered and sold in a private placement exempt from registration under the Securities Act pursuant to Section 4(a)(2) thereof and Regulation D promulgated thereunder. Accordingly, such securities may not be offered or sold in the United States except pursuant to an effective registration statement or an applicable exemption from the registration requirement of the Securities Act and applicable state securities laws.

Neither this Current Report on Form 8-K nor any exhibit attached hereto is an offer to sell or the solicitation of an offer to buy shares of Common Stock or other securities of the Company.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
4.1		Form of Pre-Funded Warrant
4.2		Form of Common Warrant
10.1		Form of Securities Purchase Agreement
10.2		Form of Registration Rights Agreement
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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 15, 2026				By:		/s/ Matthew Angel
						Matthew Angel
						President and Chief Executive Officer

Filing Exhibits & Attachments

8 documents

Agreements & Contracts

• EX-10.1 EX-10.1 195.8 KB
• EX-10.2 EX-10.2 121.5 KB

Other Documents

• EX-4.1 EX-4.1 81.3 KB
• EX-4.2 EX-4.2 85.3 KB
• 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