Business Context and Reporting Period
Company: Tempest Therapeutics, Inc.
Filing Type: Form 8-K (Current Report)
Date of Report: March 20, 2026
Event: Entry into a Material Definitive Agreement for a private placement of securities.
Key Financial Metrics and Transaction Details
This filing details a capital raise rather than operational financial results. Key transaction metrics include:
- Gross Proceeds: Approximately $2.0 million from the initial private placement.
- Potential Future Proceeds: Up to approximately $4.0 million upon cash exercise of Common Warrants.
- Securities Issued:
- 462,964 shares of Common Stock.
- Pre-funded warrants to purchase up to 462,963 shares of Common Stock.
- Series A Warrants to purchase up to 925,927 shares.
- Series B Warrants to purchase up to 925,927 shares.
- Purchase Price: $2.16 per Share (plus warrants) and $2.159 per Pre-Funded Warrant (plus warrants).
- Warrant Exercise Price: $2.16 per share for Common Warrants; $0.001 per share for Pre-Funded Warrants.
- Placement Agent Fees: 6.0% of gross proceeds from Institutional Investors; 3.0% of gross proceeds from the Strategic Investor (Factor Bioscience Inc.).
Note: The filing does not provide current revenue, profit, cash flow, margins, debt, or liquidity metrics.
Material Changes and Transaction Structure
The primary material change is the execution of a Securities Purchase Agreement with two institutional investors and one strategic investor (Factor Bioscience Inc.).
- Closing Date: Expected on or about March 23, 2026.
- Use of Proceeds: Primarily for working capital and general corporate purposes.
- Blackout Period: The Company agreed not to sell additional shares or convertible securities for 30 days following the Effectiveness Date of the registration statement.
- Ownership Limits: Beneficial ownership is capped at 4.99% (or 9.99% upon election) to prevent excessive dilution upon warrant exercise.
Guidance, Outlook, and Risks
Management Commentary and Outlook:
- The Company plans to seek stockholder approval for the issuance of shares underlying the Common Warrants within 90 days of the agreement date.
- Series A Warrants are exercisable upon stockholder approval with a five-year term.
- Series B Warrants are exercisable upon stockholder approval with a twenty-four-month term.
Risks and Contingencies:
- Registration Timeline: The Company must file a registration statement within 15 calendar days and use reasonable best efforts to have it declared effective within 45 days (or 75 days if a full SEC review is required).
- Private Placement Status: Securities are sold under Section 4(a)(2) and Regulation D exemptions and are not registered; resale is restricted until a registration statement is effective.
- Dilution: The issuance of shares and warrants will result in dilution to existing shareholders.
Investor Verification Checklist
- Verify the final closing date and actual gross proceeds received versus the expected $2.0 million.
- Confirm the timeline for stockholder approval required to make Series A and Series B warrants exercisable.
- Monitor the filing and effectiveness date of the registration statement for resale of the securities.
- Review the impact of the 6.0% and 3.0% placement agent fees on net proceeds.
- Assess the potential dilution impact if all Pre-Funded Warrants and Common Warrants are exercised.