Welcome to our dedicated page for Tempest Therapeutics SEC filings (Ticker: TPST), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
The Tempest Therapeutics, Inc. (NASDAQ: TPST) SEC filings page on Stock Titan provides investors with direct access to the company’s regulatory disclosures, along with AI-assisted context. Tempest is a clinical-stage biotechnology company headquartered in Brisbane, California, developing small molecule and cell-based therapeutics with tumor-targeted and immune-mediated mechanisms to fight cancer.
Through this page, users can review Tempest’s Form 8-K current reports, which the company uses to announce material events such as equity financings, asset purchase agreements, and leadership changes. For example, Tempest has filed 8-Ks describing registered direct offerings of common stock and concurrent private placements of warrants, as well as an asset purchase agreement to acquire dual-targeting CAR T-cell therapy programs from Factor Bioscience affiliates.
Investors can also use this section to locate Tempest’s periodic reports, such as Forms 10-Q and 10-K, which include detailed financial statements, risk factor discussions, and management’s analysis of its clinical-stage oncology pipeline and capital resources. These filings complement the company’s press releases on quarterly financial results and business updates.
Stock Titan enhances Tempest’s SEC filings with AI-powered summaries that highlight key terms, financing structures, and transaction conditions, helping readers quickly understand complex documents without replacing the full text. The platform also surfaces information on equity issuances, warrant terms, and other securities-related disclosures reported under unregistered sales of equity securities. Real-time updates from the EDGAR system ensure that new TPST filings, including future 10-K, 10-Q, and 8-K reports, appear promptly, allowing investors to track Tempest’s regulatory history and ongoing corporate developments in one place.
Tempest Therapeutics director Ronit Simantov received a stock option grant for 1,230 shares on January 27, 2026. The option has an exercise price of $2.94 per share and was granted at no cost. It will vest in full on the earlier of January 27, 2027, or the company’s 2026 annual stockholder meeting, provided Simantov continues serving through that date.
Tempest Therapeutics director receives stock option grant. Director Michael Raab was granted a stock option to purchase 1,230 shares of Tempest Therapeutics, Inc. common stock at an exercise price of $2.94 per share on January 27, 2026.
The option vests in full on the earlier of January 27, 2027 or the date of the company’s 2026 annual stockholder meeting, contingent on his continuous service through that date. Following this grant, he beneficially owns 1,230 derivative securities directly, with the option expiring on January 26, 2036.
Tempest Therapeutics director Nichol Geoffrey received a grant of stock options on January 27, 2026. The award covers 1,230 options to buy Tempest common stock at an exercise price of $2.94 per share, all held directly.
These options will vest in full on the earlier of January 27, 2027, or the day of Tempest’s 2026 annual stockholder meeting, if Geoffrey continues to serve through that date. Following this grant, he beneficially owns 1,230 derivative securities linked to Tempest shares.
Tempest Therapeutics director Christine A. Pellizzari reported a new stock option grant. On January 27, 2026, she was awarded an option to buy 1,230 shares of Tempest Therapeutics common stock at an exercise price of $2.94 per share, held directly.
The option vests in full on the earlier of January 27, 2027 or the day of Tempest Therapeutics' 2026 annual stockholder meeting, as long as she continues serving through that date. The option expires on January 26, 2036, and represents 1,230 derivative securities beneficially owned following the grant.
Tempest Therapeutics held its 2025 annual stockholder meeting, where investors approved several key governance and share-related proposals. Stockholders extended the company’s limited duration stockholder rights plan, keeping it in place until October 10, 2026 unless earlier redeemed or exchanged.
They approved an amendment to the Amended and Restated 2023 Equity Incentive Plan, increasing the shares available for equity awards by 1,410,000. Stockholders also approved issuing 8,268,495 shares of common stock to satisfy obligations under an asset purchase agreement with Erigen LLC and Factor Bioscience Inc., meeting Nasdaq Rule 5635 requirements.
Other items that passed included electing one Class I director, an advisory vote approving named executive officer compensation, and ratifying Ernst & Young LLP as independent auditor for the fiscal year ending December 31, 2025.
Sabby Volatility Warrant Master Fund, Sabby Management, and Hal Mintz report a sizable position in Tempest Therapeutics. They collectively report beneficial ownership of 492,223 shares of Tempest Therapeutics common stock, representing 9.9% of the outstanding class as of the event date. All three reporting persons state they have shared power to vote and dispose of these shares and no sole voting or dispositive power. They also certify that the securities were not acquired and are not held for the purpose of changing or influencing control of Tempest Therapeutics, indicating a passive investment intent.
Tempest Therapeutics, Inc. reported that it received a notice from the Nasdaq Listing Qualifications Department on January 8, 2026 stating the company is not in compliance with Nasdaq Listing Rules 5620(a) and 5810(c)(2)(G because it did not hold an annual stockholders’ meeting within twelve months of its December 31, 2024 fiscal year end. The company has already scheduled its 2025 Annual Meeting of Stockholders for January 27, 2026.
Under Nasdaq’s rules, Tempest has 45 calendar days from January 8, 2026, until February 23, 2026, to regain compliance or submit a plan to do so, and Nasdaq may grant an exception of up to 180 days from the fiscal year end, until June 29, 2026. The company states that it will regain compliance with the Nasdaq annual meeting requirement upon holding the 2025 Annual Meeting.
Tempest Therapeutics, Inc. announced a combined registered direct and concurrent private placement offering expected to generate approximately $4.25 million in gross proceeds. The company agreed with a single institutional investor to sell 487,000 shares of common stock and prefunded warrants to purchase 685,414 shares under its existing Form S-3 shelf, along with common warrants to purchase 1,172,414 shares in the private placement. Each share plus accompanying common warrant is priced at $3.625, while each prefunded warrant plus accompanying common warrant is priced at $3.624.
The prefunded warrants have a $0.001 exercise price and are exercisable until fully used, and the common warrants have a $3.50 exercise price and are exercisable for eighteen months after the resale registration statement becomes effective. Warrant holders are generally limited to beneficial ownership of 4.99% of outstanding common stock, or 9.99% upon election, with at least 61 days’ prior notice required for an increase. Tempest will pay H.C. Wainwright & Co. a cash fee equal to 6.0% of gross proceeds and plans to use net proceeds primarily for working capital and general corporate purposes.
Tempest Therapeutics, Inc. is registering 487,000 shares of common stock and 685,414 prefunded warrant shares in a $3.625-per-share offering. The company is selling the common shares and prefunded warrants to a single investor, with each prefunded warrant priced at $3.624 and exercisable for one share of common stock at an exercise price of $0.001.
Gross proceeds are approximately $4.25 million, with placement agent fees of about $255,000 and estimated net proceeds of roughly $3.8 million, which Tempest plans to use primarily for working capital and general corporate purposes. After this transaction, assuming full cash exercise of all prefunded warrants, the company illustrates 1,172,414 new shares at an as-adjusted net tangible book value of $1.80 per share, implying dilution of $1.825 per share to new investors.
In a concurrent private placement, Tempest is also issuing common warrants to purchase up to 1,172,414 additional shares at a $3.50 exercise price, exercisable immediately for 18 months after the effectiveness of a separate resale registration, though these warrants and their underlying shares are not being registered in this prospectus supplement.
Tempest Therapeutics announced an Asset Purchase Agreement to acquire four CAR T-cell therapy programs (ERI-2003, ERI-2206, ERI-3003 and ERI-3206) from Erigen LLC and Factor Bioscience. In exchange, Tempest will issue 8,268,495 shares of common stock to Erigen as closing consideration. After closing and Erigen’s dissolution, pre-closing Tempest stockholders are expected to own about 35.0% of the company, with Erigen equityholders Matt Angel, Ph.D. and Lotus Capital (BVI) Limited expected to own about 38.0% and 27.0%, respectively, on a fully diluted basis.
Immediately before closing, Tempest will declare a dividend of one warrant per share of common stock, each warrant exercisable at $18.48 per share for five years. At closing, Dr. Angel will become President, Chief Executive Officer and a director, Stephen Brady is expected to become Chairman, and one director is expected to resign. Closing requires stockholder approval, completion of at least $5.0 million of equity financing, leadership changes and other customary conditions, and may be terminated under specified circumstances with a potential $300,000 termination fee.