Tempest Therapeutics sells $7.5M warrant offering

Separate warrant compensation is exercisable upon stockholder approval, with a stated purchase price of $1.0063 per share.

Rhea-AI Filing Summary

Tempest Therapeutics, Inc. reported $7,500,000 USD sold and $0 USD remaining to be sold in an exempt offering under Rule 506(b). The offering included 3,105,591 pre-funded warrants and accompanying 3,105,591 Series C and 3,105,591 Series D Common Stock Purchase Warrants, including underlying common shares, at a combined exercise price of $0.804. The first sale occurred September 15, 2026; the total offering amount excludes PA warrants. A separate sales-compensation disclosure lists warrants to purchase 217,391 common shares at $1.0063 per share, exercisable upon stockholder approval.

Filing Explained

The filing reports a cash placement fee equal to 7.0% of gross proceeds and $50,000 in legal-fee reimbursement; these offering costs reduce the cash Tempest retains from the sale.

Key Figures

Total amount sold: $7,500,000 USD Total remaining to be sold: $0 USD Pre-funded warrants: 3,105,591 warrants +5 more

8 metrics

Total amount sold $7,500,000 USD Offering amount sold; total offering amount excludes PA warrants

Total remaining to be sold $0 USD Offering

Pre-funded warrants 3,105,591 warrants Offering securities

Series C and Series D Common Stock Purchase Warrants 3,105,591 of each Accompanying warrants in the offering

Combined exercise price $0.804 Offering securities

Sales-compensation terms 7.0% of gross proceeds; $50,000 legal-fee reimbursement Clarification of sales compensation

Additional warrants 217,391 warrants Warrants exercisable upon stockholder approval to purchase common shares

Exercise price $1.0063 per share Additional warrants described in the sales-compensation disclosure

Key Terms

Rule 506(b), pre-funded warrants, combined exercise price, gross proceeds

4 terms

Rule 506(b) regulatory

"Rule 506(b)"

Rule 506(b) is a U.S. securities exemption that lets companies sell shares or debt privately without full public registration, provided sales are primarily to accredited investors, up to 35 non‑accredited but financially knowledgeable buyers, and there is no public advertising or solicitation. It matters to investors because offerings under 506(b) usually include less public disclosure than registered securities—like buying from a private seller rather than a retail store—so buyers must do more of their own fact‑checking and rely on their financial sophistication.

pre-funded warrants technical

"3,105,591 pre-funded warrants"

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.

combined exercise price financial

"at combined exercise price of $0.804"

gross proceeds financial

"7.0% of the gross proceeds of the offering"

The total amount of cash a company receives from a financing event or sale before any fees, expenses, taxes or deductions are taken out. Investors watch gross proceeds because it shows the raw scale of new capital being raised—think of it as the paycheck amount before withholdings—which helps assess how much funding is available for operations, growth, debt payoff or how much shareholder dilution might occur once costs are removed.

FAQ

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

How much of TPST’s exempt offering was sold?

Tempest Therapeutics reported $7,500,000 USD sold, with $0 USD remaining to be sold. The first sale occurred September 15, 2026.

What sales compensation does TPST disclose for the offering?

The expenses field lists finders’ fees of $0 USD. The accompanying clarification describes a cash placement fee equal to 7.0% of gross proceeds, reimbursement of $50,000 in legal fees, and warrants exercisable upon stockholder approval to purchase 217,391 common shares at $1.0063 per share.

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

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Available on EDGAR 10/14/2026 - 06:02 AM EDT Accepted by SEC EDGAR 10/13/2026 - 08:50 PM EDT Learn about SEC filing dates

The Securities and Exchange Commission has not necessarily reviewed the information in this filing and has not determined if it is accurate and complete.
The reader should not assume that the information is accurate and complete.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Intentional misstatements or omissions of fact constitute federal criminal violations. See 18 U.S.C. 1001.

FORM D

Notice of Exempt Offering of Securities

OMB APPROVAL

OMB Number:			3235-0076
Estimated average burden
hours per response:			4.00

1. Issuer's Identity

CIK (Filer ID Number)

Previous Names

None

Entity Type

0001544227

Millendo Therapeutics, Inc.

OvaScience, Inc.

X	Corporation
	Limited Partnership
	Limited Liability Company
	General Partnership
	Business Trust
	Other (Specify)

Name of Issuer

Tempest Therapeutics, Inc.

Jurisdiction of Incorporation/Organization

DELAWARE

Year of Incorporation/Organization

X	Over Five Years Ago
	Within Last Five Years (Specify Year)
	Yet to Be Formed

2. Principal Place of Business and Contact Information

Name of Issuer
Tempest Therapeutics, Inc.
Street Address 1		Street Address 2
2000 SIERRA POINT PARKWAY, SUITE 400
City	State/Province/Country	ZIP/PostalCode	Phone Number of Issuer
BRISBANE	CALIFORNIA	94005	415-798-8589

3. Related Persons

Last Name	First Name	Middle Name
Angel	Matthew
Street Address 1	Street Address 2
Tempest Therapeutics, Inc.	2000 Sierra Point Parkway, Suite 400
City	State/Province/Country	ZIP/PostalCode
Brisbane	CALIFORNIA	94005

Relationship: X Executive Officer X Director Promoter

Clarification of Response (if Necessary):

President and Chief Executive Officer

Last Name	First Name	Middle Name
Ames	Constance
Street Address 1	Street Address 2
Tempest Therapeutics, Inc.	2000 Sierra Point Parkway, Suite 400
City	State/Province/Country	ZIP/PostalCode
Brisbane	CALIFORNIA	94005

Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

Chief Financial Officer, Principal Financial and Accounting Officer, Treasurer, and Corporate Secretary

Last Name	First Name	Middle Name
Yee	John	David
Street Address 1	Street Address 2
Tempest Therapeutics, Inc.	2000 Sierra Point Parkway, Suite 400
City	State/Province/Country	ZIP/PostalCode
Brisbane	CALIFORNIA	94005

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Richey	William	Drake
Street Address 1	Street Address 2
Tempest Therapeutics, Inc.	2000 Sierra Point Parkway, Suite 400
City	State/Province/Country	ZIP/PostalCode
Brisbane	CALIFORNIA	94005

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Freda-Smith	Nancy
Street Address 1	Street Address 2
Tempest Therapeutics, Inc.	2000 Sierra Point Parkway, Suite 400
City	State/Province/Country	ZIP/PostalCode
Brisbane	CALIFORNIA	94005

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Frederick	John	Wilbert
Street Address 1	Street Address 2
Tempest Therapeutics, Inc.	2000 Sierra Point Parkway, Suite 400
City	State/Province/Country	ZIP/PostalCode
Brisbane	CALIFORNIA	94005

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

4. Industry Group

Agriculture

Banking & Financial Services

Commercial Banking

Insurance

Investing

Investment Banking

Pooled Investment Fund

Is the issuer registered as
an investment company under
the Investment Company
Act of 1940?

Yes No

Other Banking & Financial Services

Business Services

Energy

Coal Mining

Electric Utilities

Energy Conservation

Environmental Services

Oil & Gas

Other Energy

	Health Care
	X Biotechnology
	Health Insurance
	Hospitals & Physicians
	Pharmaceuticals
	Other Health Care
	Manufacturing
	Real Estate
	Commercial
	Construction
	REITS & Finance
	Residential
	Other Real Estate

Retailing

Restaurants

Technology

Computers

Telecommunications

Other Technology

Travel

Airlines & Airports

Lodging & Conventions

Tourism & Travel Services

Other Travel

Other

5. Issuer Size

Revenue Range		OR	Aggregate Net Asset Value Range
	No Revenues			No Aggregate Net Asset Value
	$1 - $1,000,000			$1 - $5,000,000
	$1,000,001 - $5,000,000			$5,000,001 - $25,000,000
	$5,000,001 - $25,000,000			$25,000,001 - $50,000,000
	$25,000,001 - $100,000,000			$50,000,001 - $100,000,000
	Over $100,000,000			Over $100,000,000
X	Decline to Disclose			Decline to Disclose
	Not Applicable			Not Applicable

6. Federal Exemption(s) and Exclusion(s) Claimed (select all that apply)

		Rule 504(b)(1) (not (i), (ii) or (iii))
		Rule 504 (b)(1)(i)
		Rule 504 (b)(1)(ii)
		Rule 504 (b)(1)(iii)
	X	Rule 506(b)
		Rule 506(c)
		Securities Act Section 4(a)(5)

Investment Company Act Section 3(c)

Section 3(c)(1) Section 3(c)(9)

Section 3(c)(2) Section 3(c)(10)

Section 3(c)(3) Section 3(c)(11)

Section 3(c)(4) Section 3(c)(12)

Section 3(c)(5) Section 3(c)(13)

Section 3(c)(6) Section 3(c)(14)

Section 3(c)(7)

7. Type of Filing

X	New Notice			Date of First Sale	2026-09-15				First Sale Yet to Occur
	Amendment

8. Duration of Offering

Does the Issuer intend this offering to last more than one year? X Yes No

9. Type(s) of Securities Offered (select all that apply)

	Equity		Pooled Investment Fund Interests
	Debt		Tenant-in-Common Securities
X	Option, Warrant or Other Right to Acquire Another Security		Mineral Property Securities
X	Security to be Acquired Upon Exercise of Option, Warrant or Other Right to Acquire Security	X	Other (describe)
		Pre-funded warrants and Series C and Series D Common Stock Purchase Warrants, including underlying shares of common stock.

10. Business Combination Transaction

Is this offering being made in connection with a business combination transaction, such as a merger, acquisition or exchange offer? Yes X No

Clarification of Response (if Necessary):

11. Minimum Investment

Minimum investment accepted from any outside investor $0 USD

12. Sales Compensation

Recipient	Recipient CRD Number None
H.C. Wainwright & Co., LLC	000000375
(Associated) Broker or Dealer X None	(Associated) Broker or Dealer CRD Number X None
None	None
Street Address 1	Street Address 2
430 Park Avenue	3rd Floor
City	State/Province/Country	ZIP/Postal Code
New York	NEW YORK	10022
State(s) of Solicitation (select all that apply) Check "All States" or check individual States All States	Foreign/non-US
NEW YORK

13. Offering and Sales Amounts

Total Offering Amount	$7,500,000	USD	or Indefinite
Total Amount Sold	$7,500,000	USD
Total Remaining to be Sold	$0	USD	or Indefinite

Clarification of Response (if Necessary):

Offering of 3,105,591 pre-funded warrants and accompanying 3,105,591 Series C and 3,105,591 Series D warrants, including the common stock underlying such warrants at combined exercise price of $0.804. Total offering amount excludes PA warrants (Item 15).

14. Investors

Select if securities in the offering have been or may be sold to persons who do not qualify as accredited investors, and enter the number of such non-accredited investors who already have invested in the offering.

Regardless of whether securities in the offering have been or may be sold to persons who do not qualify as accredited investors, enter the total number of investors who already have invested in the offering:

1

15. Sales Commissions & Finder's Fees Expenses

Provide separately the amounts of sales commissions and finders fees expenses, if any. If the amount of an expenditure is not known, provide an estimate and check the box next to the amount.

Sales Commissions	$225,000	USD	Estimate
Finders' Fees	$0	USD	Estimate

Clarification of Response (if Necessary):

Includes a cash placement fee equal to 7.0% of the gross proceeds of the offering, reimbursement of $50,000 legal fees and warrants, exercisable upon stockholder approval, to purchase 217,391 common stock at an exercise price of $1.0063 per share.

16. Use of Proceeds

Provide the amount of the gross proceeds of the offering that has been or is proposed to be used for payments to any of the persons required to be named as executive officers, directors or promoters in response to Item 3 above. If the amount is unknown, provide an estimate and check the box next to the amount.

$0

USD

Estimate

Clarification of Response (if Necessary):

Signature and Submission

Please verify the information you have entered and review the Terms of Submission below before signing and clicking SUBMIT below to file this notice.

Terms of Submission

In submitting this notice, each issuer named above is:

• Notifying the SEC and/or each State in which this notice is filed of the offering of securities described and undertaking to furnish them, upon written request, in the accordance with applicable law, the information furnished to offerees.*

• Irrevocably appointing each of the Secretary of the SEC and, the Securities Administrator or other legally designated officer of the State in which the issuer maintains its principal place of business and any State in which this notice is filed, as its agents for service of process, and agreeing that these persons may accept service on its behalf, of any notice, process or pleading, and further agreeing that such service may be made by registered or certified mail, in any Federal or state action, administrative proceeding, or arbitration brought against the issuer in any place subject to the jurisdiction of the United States, if the action, proceeding or arbitration (a) arises out of any activity in connection with the offering of securities that is the subject of this notice, and (b) is founded, directly or indirectly, upon the provisions of: (i) the Securities Act of 1933, the Securities Exchange Act of 1934, the Trust Indenture Act of 1939, the Investment Company Act of 1940, or the Investment Advisers Act of 1940, or any rule or regulation under any of these statutes, or (ii) the laws of the State in which the issuer maintains its principal place of business or any State in which this notice is filed.

• Certifying that, if the issuer is claiming a Regulation D exemption for the offering, the issuer is not disqualified from relying on Rule 504 or Rule 506 for one of the reasons stated in Rule 504(b)(3) or Rule 506(d).

Each Issuer identified above has read this notice, knows the contents to be true, and has duly caused this notice to be signed on its behalf by the undersigned duly authorized person.

For signature, type in the signer's name or other letters or characters adopted or authorized as the signer's signature.

Issuer	Signature	Name of Signer	Title	Date
Tempest Therapeutics, Inc.	/s/ Matthew Angel	Matthew Angel	President and Chief Executive Officer	2026-10-13

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.

* This undertaking does not affect any limits Section 102(a) of the National Securities Markets Improvement Act of 1996 ("NSMIA") [Pub. L. No. 104-290, 110 Stat. 3416 (Oct. 11, 1996)] imposes on the ability of States to require information. As a result, if the securities that are the subject of this Form D are "covered securities" for purposes of NSMIA, whether in all instances or due to the nature of the offering that is the subject of this Form D, States cannot routinely require offering materials under this undertaking or otherwise and can require offering materials only to the extent NSMIA permits them to do so under NSMIA's preservation of their anti-fraud authority.