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 reported second quarter 2026 results and outlined progress on its in vivo CAR-T pipeline. A development collaboration was executed with Hebei Senlang Biotechnology to advance product candidates including TPST-4003, with first patient dosing in an investigator-initiated trial in China anticipated in the fourth quarter of 2026 and initial clinical data expected in the first half of 2027.
The company highlighted TPST-2003 data from partner-run trials, noting a 100% complete response rate in 15 CAR-T‑naïve efficacy-evaluable patients and a favorable safety profile without Grade ≥3 cytokine release syndrome or immune effector cell‑associated neurotoxicity syndrome in the REDEEM‑1 trial. Tempest ended the quarter with $0.8 million in cash and cash equivalents and reported a net loss of $5.2 million for the quarter and $32.9 million for the first six months of 2026. Stockholders’ equity was a deficit of $1.1 million, and management disclosed ongoing needs for additional capital to fund programs and continue as a going concern.
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).
Tempest Therapeutics, Inc. convened a special meeting of stockholders on July 27, 2026 to vote on a Certificate of Amendment to its Restated Certificate of Incorporation that would replace specified supermajority voting requirements and permit stockholder action by written consent.
A quorum was achieved, with 10,031,446 shares, or 67.7% of the 14,806,997 shares of common stock outstanding as of May 28, 2026, present or represented by proxy, but there were not sufficient votes to approve the proposal. The meeting was adjourned and will reconvene on August 17, 2026 at 12:00 p.m. Eastern Time via live webcast. Approval requires the affirmative vote of at least 75% of the votes all stockholders would be entitled to cast, and the May 28, 2026 record date and previously submitted proxies remain in effect unless properly revoked.
Tempest Therapeutics entered a product development and investigator-initiated trial collaboration with Hebei Senlang Biotechnology to advance TPST-4003, an in vivo CD7-targeted CAR-T therapy, via an IIT in China in approximately 10 myasthenia gravis or multiple sclerosis patients, with first dosing expected in the fourth quarter of 2026.
The agreement sets per-product development fees between $1.5 million and $2.0 million, grants Tempest worldwide perpetual rights to all generated data, and gives Senlang an exclusive 90-day option after data delivery to negotiate China commercialization rights. The initial term is three years, and Tempest anticipates initial safety and pharmacodynamic data as early as the first half of 2027.
Tempest Therapeutics, Inc. is convening a virtual Special Meeting of stockholders on July 27, 2026 at 12:00 p.m. Eastern Time to vote on a single proposal to amend its Restated Certificate of Incorporation. Holders of 14,806,997 shares of common stock outstanding as of the May 28, 2026 Record Date are entitled to one vote per share. Proposal 1 would adopt “CoI Amendments” that permit stockholder action by written consent and replace specified charter supermajority voting provisions with a majority-of-outstanding voting standard for certain bylaw and governance changes. Approval requires “For” votes from the holders of at least 75% of the votes entitled to be cast in an annual election of directors. If approved, the company plans to file a Certificate of Amendment with Delaware, although the Board is authorized to abandon the amendments even after approval. The Board of Directors unanimously recommends a vote in favor of Proposal 1. A security ownership table shows significant holdings by entities affiliated with Lotus Capital BVI Limited, Sabby Volatility Warrant Master Fund, Ltd., and President and Chief Executive Officer Matthew Angel.
Tempest Therapeutics, Inc. registers for resale up to 2,426,897 shares of its common stock, consisting of 2,344,828 shares issuable upon exercise of newly issued warrants and 82,069 shares issuable upon exercise of placement agent warrants. The registration covers resale by the selling stockholders; the company will only receive proceeds if and when the Warrants are exercised for cash.
Tempest Therapeutics is asking shareholders to approve an amendment to its certificate of incorporation that would replace specified supermajority voting requirements with majority-of-outstanding standards and permit stockholder action by written consent. The Board unanimously recommends approval. The proposal requires the affirmative vote of holders of at least 75% of voting power to pass under the Existing CoI and, if approved, the Company would file a Certificate of Amendment with the Delaware Secretary of State and make conforming bylaw changes. The record date for the Special Meeting is May 28, 2026, the meeting is virtual on July 27, 2026, and holders of 14,806,997 shares were outstanding on the Record Date.
Tempest Therapeutics, Inc. is registering up to 2,426,897 shares of common stock for resale by selling stockholders pursuant to a prospectus dated June 26, 2026. The registered shares consist of 2,344,828 shares issuable upon exercise of newly issued common stock purchase warrants and 82,069 shares issuable upon exercise of placement agent warrants. The registration covers resale by the warrant holders; the company is not selling shares here and will not receive proceeds from resales, though it will receive cash proceeds if the Warrants are exercised. If all Warrants were exercised for cash in full, gross proceeds to the company would be approximately $4.23 million. The prospectus discloses 15,979,411 shares outstanding as of June 18, 2026 used for percentage calculations and states a Nasdaq closing price of $1.05 per share on June 25, 2026. The New Warrants have an exercise price of $1.73, become exercisable upon required Nasdaq stockholder approval, and expire on May 29, 2028. The New Warrants and Placement Agent Warrants include customary adjustment provisions, cashless exercise mechanics, and holder election beneficial ownership limits of 4.99% or 9.99%.
Tempest Therapeutics CEO-linked entity buys stock and warrants. Factor Bioscience Inc. acquired 231,482 shares of Tempest Therapeutics common stock and warrants to purchase 462,964 additional shares under a Securities Purchase Agreement dated March 20, 2026. The combined purchase price was $2.16 for each share plus an accompanying warrant.
The Series A and Series B Warrants each cover 231,482 underlying shares at an exercise price of $2.16 per share. Both warrant series become exercisable only after stockholder approval; Series A Warrants then run for five years, and Series B Warrants for twenty-four months. Reporting person Matthew Angel, Tempest’s CEO and President, is the majority stockholder and Chairman of Factor and exercises voting and investment power over Factor’s holdings.