Business Context and Reporting Period
Company: Tempest Therapeutics, Inc.
Filing Type: Form 8-K (Current Report)
Date of Report: May 28, 2026
Event: Entry into a Material Definitive Agreement involving a warrant exercise and inducement offer.
Key Financial Metrics
- Gross Proceeds: Approximately $2.0 million from the exercise of Existing Warrants (before fees and expenses).
- Shares Issued (Existing Warrants): 1,172,414 shares of common stock.
- Exercise Price (Existing Warrants): Reduced from $3.50 to $1.73 per share.
- New Warrant Issuance: Warrant to purchase up to 2,344,828 shares at $1.73 per share.
- Placement Agent Warrants: Warrants to purchase up to 82,069 shares at $2.1625 per share issued to H.C. Wainwright & Co., LLC.
- Placement Agent Fees: 7% cash fee on future New Warrant exercises (within 24 months) plus 7% of underlying shares as warrants.
Note: The filing does not provide data on revenue, net profit, operating cash flow, margins, total debt, or liquidity positions.
Material Changes
This filing reports a specific capital transaction rather than a period-over-period financial comparison. The material change is the reduction of the exercise price on existing warrants from $3.50 to $1.73 per share to induce cash exercise, resulting in immediate capital inflow and the issuance of new equity-linked instruments.
Outlook, Risks, and Contingencies
- Shareholder Approval: The New Warrant becomes exercisable only upon the effective date of stockholder approval required by The Nasdaq Capital Market rules.
- Registration Obligations: The Company agreed to file a registration statement for the New Warrant shares within 30 days and use reasonable best efforts to make it effective within 45 days (or 75 days if under SEC review).
- Liquidity Restrictions: The New Warrants, Placement Agent Warrants, and underlying shares were sold under Section 4(a)(2) exemptions and are not registered. They cannot be offered or sold in the U.S. without an effective registration statement or applicable exemption.
- Expiration: The New Warrant expires on May 29, 2028.
Investor Verification Checklist
- Verify the status of the stockholder approval required for the New Warrant to become exercisable.
- Confirm the filing and effectiveness timeline of the registration statement for the New Warrant shares.
- Assess the dilution impact of the 2,344,828 shares underlying the New Warrant and the 82,069 Placement Agent Warrants.
- Review the full text of the Inducement Letter (Exhibit 10.1) and warrant forms (Exhibits 10.2 and 10.3) for specific adjustment provisions and beneficial ownership limitations.