Business Context and Reporting Period
Company: Tempest Therapeutics, Inc. (TPST)
Filing Type: Form 8-K (Current Report)
Date of Report: November 24, 2025
Event: Announcement of a securities purchase agreement for a registered direct offering and concurrent private placement.
Key Financial Metrics and Transaction Details
This filing details a capital raise rather than periodic financial performance metrics (revenue, profit, or cash flow are not reported in this document).
- Gross Proceeds: Approximately $4.25 million.
- Securities Issued:
- 487,000 shares of Common Stock.
- 685,414 Prefunded Warrants (exercise price $0.001).
- 1,172,414 Common Warrants (exercise price $3.50).
- Pricing:
- Combined price per Share and Common Warrant: $3.625.
- Combined price per Prefunded Warrant and Common Warrant: $3.624.
- Transaction Fees: 6.0% of gross proceeds payable to the placement agent (H.C. Wainwright & Co., LLC).
- Use of Proceeds: Working capital and general corporate purposes.
- Expected Closing Date: November 26, 2025.
Material Changes and Transaction Structure
The filing discloses a material change in the company's capital structure through the issuance of new equity and warrants to a single institutional investor. Key structural terms include:
- Offering Structure: A hybrid offering consisting of a Registered Direct Offering (under an effective S-3 shelf) and a concurrent Private Placement.
- Exercise Terms: Common Warrants are exercisable immediately for an 18-month period following the effectiveness of the Resale Registration Statement.
- Ownership Caps: Beneficial ownership is limited to 4.99% (or up to 9.99% upon election) of outstanding shares immediately post-exercise.
- Registration Rights: The Company agreed to file a Resale Registration Statement within 15 days and seek effectiveness within 45 days of closing.
Guidance, Risks, and Contingencies
Management Commentary: The Company intends to use net proceeds for working capital and general corporate purposes. No specific operational guidance or revenue outlook is provided in this filing.
Risks and Contingencies:
- Closing Conditions: The transaction is subject to customary closing conditions.
- Forward-Looking Statements: Actual results may differ due to uncertainties in the research and product development process.
- Regulatory Risk: The offering relies on exemptions from registration under Section 4(a)(2) and Rule 506 of the Securities Act for the unregistered securities.
Investor Verification Checklist
- Verify the closing of the transaction on or around November 26, 2025.
- Confirm the effectiveness of the Resale Registration Statement for the Common Warrants within 45 days of closing.
- Review the impact of the new share issuance (487,000 shares + warrant coverage) on existing shareholder dilution.
- Monitor the company's cash runway extension based on the net proceeds (gross proceeds minus 6% fee and expenses).
- Check for any subsequent filings regarding the exercise of Prefunded Warrants, which may occur immediately.