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.
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. 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.
Tempest Therapeutics (TPST) filed its Q3 2025 report, highlighting constrained liquidity and a strategic review. Cash and cash equivalents were $7.5 million with total assets of $17.1 million and stockholders’ equity of $6.3 million as of September 30, 2025. The company disclosed substantial doubt about its ability to continue as a going concern, noting existing cash is expected to fund operations for less than 12 months from the financial statement issuance date.
Quarterly net loss was $3.5 million versus $10.6 million a year earlier, driven by a sharp reduction in research and development to $0.6 million from $7.6 million amid the workforce reduction and paused programs during the strategic review. General and administrative expenses were $3.0 million, roughly flat year over year.
Financing actions included a registered direct offering delivering net proceeds of $4.1 million and ATM sales totaling $2.8 million year-to-date. The Oxford term loan was fully repaid for $3.5 million in April, releasing all liens. A one-for-thirteen reverse stock split was effected in April. Programs include amezalpat, cleared to begin a pivotal Phase 3 in HCC with FDA Fast Track and Orphan Drug designations, and TPST-1495, slated for an NCI-funded Phase 2 in FAP.
Tempest Therapeutics (TPST) furnished an 8-K under Item 2.02 announcing it issued a press release with financial results for the quarter ended September 30, 2025 and other business highlights. The press release is attached as Exhibit 99.1 and incorporated by reference. The information is furnished, not filed, under the Exchange Act.
The filing also includes Exhibit 104, the cover page interactive data file embedded within the Inline XBRL document.
Versant-affiliated funds filed Amendment No.6 to their Schedule 13D for Tempest Therapeutics (TPST) to update reported holdings after the issuer sold additional shares, causing dilution. The Amendment lists holdings including 162,972 shares (3.7%) held by Versant Vantage II, 90,084 shares (2.0%) held by Versant Venture Capital IV, 16,149 shares (0.4%) held by Versant Venture Capital VI, and 567 shares (0.0%) held by Versant Side Fund IV, with percentages based on 4,440,161 shares outstanding as of August 4, 2025.
The filing notes a one-for-thirteen reverse stock split effective April 8, 2025, states the aggregate ownership reported by the Reporting Persons decreased by over 1% due to the Issuer's additional share sales, and expressly disclaims status as a "group".
Tempest Therapeutics is a clinical-stage oncology company advancing two lead programs while conducting a strategic review to extend limited cash resources. The lead candidate, amezalpat, is positioned to begin a pivotal Phase 3 trial in first-line hepatocellular carcinoma and has received regulatory momentum including FDA Orphan Drug and Fast Track designations, a favorable end-of-Phase 2 meeting, and agency clearances to proceed in the U.S. and China; the company also reported EMA Orphan Drug designation. The second program, TPST-1495, received FDA authorization for an NCI-supported Phase 2 study in FAP and an FDA Orphan Drug designation.
Financially, Tempest reported $14.3 million in cash and cash equivalents and an accumulated deficit of $225.8 million. Net loss was $18.7 million for the six months ended June 30, 2025. The company expects existing cash to fund operations for less than 12 months, raising substantial doubt about its ability to continue as a going concern. In April 2025 Tempest launched a strategic alternatives process, reduced headcount (21 of 26 employees), transitioned key executives to consulting arrangements, completed a registered direct offering that raised net proceeds of ~$4.1 million, sold ~$2.8 million of stock via its ATM program year-to-date, and repaid its term loan in April 2025.
Tempest Therapeutics reported that it has issued a press release announcing its financial results for the quarter ended June 30, 2025. The press release is attached to this report as Exhibit 99.1. This Form 8-K indicates the company is furnishing the press release rather than "filing" it, meaning the release is provided for investor information in this report but is not subject to the liabilities of being formally filed or automatically incorporated by reference in other Securities Act filings. The 8-K itself does not include the numerical financial statements; those figures are contained in the attached press release.