Business Context and Reporting Period
Company: Tempest Therapeutics, Inc.
Filing Type: Form 8-K (Current Report)
Date of Report: August 13, 2026
Event: Entry into a Material Definitive Agreement (Equity Line of Credit).
Key Financial Metrics and Transaction Details
This filing reports a financing arrangement rather than standard operating financial results. Key metrics include:
- Total Commitment: Up to $50.0 million in common stock purchases by Lincoln Park Capital Fund, LLC.
- Initial Availability: $25.0 million, with an automatic increase to $50.0 million subject to conditions.
- Term: Up to 24 months from the Commencement Date.
- Commitment Fee: Issuance of 560,356 shares immediately and 350,223 shares upon full funding of the initial $25.0 million.
- Daily Purchase Limits: Regular purchases capped at 60,000 shares (up to $500,000), potentially increasing to 70,000 or 80,000 shares based on price thresholds.
- Exchange Cap: Issuance limited to 19.99% of outstanding shares unless specific price or shareholder approval conditions are met.
Note: The filing does not provide current revenue, profit, cash flow, or debt figures.
Material Changes and Transaction Structure
The primary material change is the establishment of an "equity line of credit" providing flexible access to capital. Key structural elements include:
- Company Control: Tempest Therapeutics controls the timing and amount of sales; Lincoln Park is obligated to purchase upon direction.
- Pricing: No upper limit on share price; pricing determined at the time of notice. A "floor price" threshold applies for regular purchases.
- Accelerated Purchases: The Company may direct additional "accelerated purchases" if regular purchase limits are reached.
- Lock-up Restriction: The Company is prohibited from entering into similar equity line agreements for 24 months (or 180 days post-termination) unless specific conditions are met.
- Short Sale Restriction: Lincoln Park is prohibited from short selling or hedging the Common Stock during the term.
Guidance, Risks, and Contingencies
Management Commentary: The Company retains sole discretion to utilize the facility based on market conditions and funding needs. Actual sales are not guaranteed.
Risks and Contingencies:
- Dilution: Issuance of shares up to the Exchange Cap (19.99%) or more if price thresholds are met.
- Market Conditions: Sales are contingent on the closing sale price meeting the "floor price" threshold.
- Ownership Limits: Purchases are restricted if Lincoln Park would beneficially own more than 4.99% of outstanding shares.
- Termination: The Company may terminate the agreement at any time with one business day's notice at no cost.
Investor Verification Checklist
- Verify the exact "floor price" threshold defined in the attached Purchase Agreement (Exhibit 10.1).
- Confirm the current number of outstanding shares to calculate the maximum dilution under the 19.99% Exchange Cap.
- Review the specific conditions required to trigger the automatic increase from $25.0 million to $50.0 million.
- Check for any subsequent filings regarding the effectiveness of the registration statement required within 10 days of execution.
- Assess the impact of the immediate issuance of 560,356 commitment fee shares on current ownership structure.