Business Context and Reporting Period
Company: Tempest Therapeutics, Inc.
Filing Type: Form 8-K (Current Report)
Date of Report: September 11, 2026
Event Date: September 11, 2026 (Agreement); September 15, 2026 (Closing)
Context: The Company entered into a Securities Purchase Agreement with an institutional investor to conduct a private placement of pre-funded warrants and common warrants.
Key Financial Metrics and Transaction Details
- Gross Proceeds: Approximately $2.5 million from the initial private placement.
- Potential Future Proceeds: Up to approximately $5 million may be received upon the cash exercise of Common Warrants.
- Securities Issued:
- 3,105,591 Pre-Funded Warrants (exercise price $0.001).
- 3,105,591 Series C Warrants (exercise price $0.805).
- 3,105,591 Series D Warrants (exercise price $0.805).
- Combined Purchase Price: $0.804 per Pre-Funded Warrant and accompanying Common Warrants.
- Placement Agent Fees: 7.0% of gross proceeds plus reimbursement of certain expenses.
- Placement Agent Warrants: 217,391 warrants issued to H.C. Wainwright & Co., LLC (exercise price $1.0063).
- Use of Proceeds: Working capital and general corporate purposes.
Material Changes and Transaction Terms
This filing reports a material definitive agreement and unregistered sales of equity securities. Key terms include:
- Stockholder Approval: The Company must seek stockholder approval for the issuance of shares underlying the Common Warrants within 90 days of the agreement date.
- Exercisability:
- Pre-Funded Warrants are exercisable immediately.
- Series C and D Warrants become exercisable on the "Stockholder Approval Date."
- Terms: Series C (6 years), Series D (3 years).
- Lock-Up Provisions:
- 30-day blackout period on issuing new equity or filing registration statements (with exceptions).
- 60-day restriction on "variable rate transactions."
- Beneficial Ownership Limits: Exercise is capped at 9.99% for Pre-Funded Warrants and 4.99% (or 9.99% upon election) for Common Warrants to prevent exceeding beneficial ownership thresholds.
- Registration Rights: The Company agreed to file a registration statement for resale of shares within 15 days, with an effectiveness target of 45 days (or 75 days if a full review is required).
Guidance, Outlook, and Risks
Management Commentary: The Company intends to use net proceeds for working capital and general corporate purposes. No specific financial guidance or revenue outlook was provided in this filing.
Risks and Contingencies:
- Regulatory Risk: The transaction relies on a private placement exemption (Section 4(a)(2) and Regulation D); securities cannot be resold in the U.S. without an effective registration statement.
- Dilution Risk: The issuance of warrants and potential future exercise will increase the number of outstanding shares, subject to beneficial ownership limitations.
- Approval Contingency: Full exercisability of the Common Warrants is contingent upon obtaining stockholder approval within 90 days.
Investor Verification Checklist
- Verify the status of the stockholder approval required for the Common Warrants (deadline: within 90 days of Sept 11, 2026).
- Confirm the filing and effectiveness date of the registration statement for the resale of underlying shares (target: 45-75 days post-agreement).
- Review the full text of the Securities Purchase Agreement (Exhibit 10.1) for specific covenants and termination provisions.
- Monitor the Company's cash burn rate to assess the sufficiency of the $2.5 million net proceeds for working capital needs.
- Check for any subsequent filings regarding the exercise of Pre-Funded Warrants or changes in beneficial ownership limits.