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) is registering up to 9,534,164 shares of common stock for resale by selling stockholders after the registration statement becomes effective. Tempest is not selling securities under the prospectus and will receive no proceeds from stockholder resales.
Tempest may receive proceeds if warrants are exercised for cash; if all warrants are exercised for cash in full, gross proceeds would be approximately $5.22 million. Net proceeds from any warrant exercises are intended for working capital and general corporate purposes. Pre-Funded Warrants became exercisable immediately after the September 15, 2026 closing at $0.001 per share. Series C and D Warrants have a $0.805 per-share exercise price and become exercisable when stockholder approval takes effect; Tempest agreed to seek that approval within 90 days after September 11, 2026.
Exercise limits are 9.99% for Pre-Funded Warrants and 4.99% for Common Warrants, with an option to raise the Common Warrant limit to 9.99%. The 2025 audited financial statements include an auditor paragraph describing conditions that raise substantial doubt about Tempest's ability to continue as a going concern.
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.
Tempest Therapeutics, Inc. (TPST) reports that its reconvened special meeting of stockholders held on September 15, 2026 was adjourned again because the proposed charter amendment did not yet receive sufficient votes. The amendment would replace specified supermajority voting requirements and permit stockholder action by written consent.
A quorum was achieved, with 10,760,144 shares, or 72.7% of the 14,806,997 shares of common stock outstanding as of the May 28, 2026 record date, present or represented by proxy. Because the Proposal requires approval by holders of at least 75% of the votes entitled to be cast, the meeting was adjourned and will reconvene on October 14, 2026 at 12:00 p.m. Eastern Time via live webcast. The record date and Proposal are unchanged, and previously submitted proxies remain valid unless revoked.
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.
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.