| Item 1.01 |
Entry into a Material Definitive Agreement. |
Securities Purchase Agreement
On March 20, 2026, Tempest Therapeutics, Inc. (the “Company”) entered into a securities purchase agreement (the “Purchase Agreement”) with (a) two institutional investors (the “Institutional Investors”) and (b) Factor Bioscience Inc. (the “Strategic Investor” and, together with the Institutional Investors, each, an “Investor” and, together, the “Investors”), pursuant to which the Company agreed to issue and sell in a private placement (the “Private Placement”) an aggregate of 462,964 shares (the “Shares”) of the Company’s common stock, $0.001 par value per share (the “Common Stock”), and, in lieu of Common Stock, pre-funded warrants to purchase up to 462,963 shares of Common Stock (the “Pre-Funded Warrants”), in each case accompanied by (i) Series A warrants to purchase up to 925,927 shares of Common Stock (the “Series A Warrants”) and (ii) Series B warrants to purchase up to 925,927 shares of Common Stock (the “Series B Warrants” and, together with the Series A Warrants, the “Common Warrants”). The Shares and the Common Warrants are immediately separable and will be issued separately. The combined purchase price per Share and accompanying Common Warrants is $2.16 and the combined purchase price per Pre-Funded Warrant and accompanying Common Warrants is $2.159. The gross proceeds to the Company from the Private Placement are expected to be approximately $2.0 million (excluding up to approximately $4.0 million of aggregate gross proceeds that may be received in the future upon the cash exercise of the Common Warrants), before deducting placement agent fees and other offering expenses payable by the Company.
The Private Placement is expected to close on or about March 23, 2026, subject to the satisfaction of customary closing conditions. The Company currently plans to use the net proceeds from the Private Placement primarily for working capital and general corporate purposes.
Pursuant to the Purchase Agreement, the Company agreed to seek approval from its stockholders for the issuance of the shares issuable upon exercise of the Common Warrants within 90 days following the date of the Purchase Agreement (the “Stockholder Approval”). The Series A Warrants will become exercisable on the effective date of the Stockholder Approval (the “Stockholder Approval Date”) and have a term of five years from the later of the Stockholder Approval Date and the Effectiveness Date (as defined below). The Series B Warrants will become exercisable on the Stockholder Approval Date and have a term of twenty-four months from the later of the Stockholder Approval Date and the Effectiveness Date. The Common Warrants have an exercise price of $2.16 per share. The Pre-Funded Warrants are exercisable immediately following the closing date of the private placement have an exercise price of $0.001 per share and may be exercised at any time until exercised in full. In addition, pursuant to the Purchase Agreement, the Company has agreed not to sell any shares of Common Stock or any securities convertible into or exercisable or exchangeable into shares of Common Stock, subject to certain customary exceptions, for a period of thirty (30) days after the Effectiveness Date.
The exercise price and the number of shares issuable upon exercise of the Pre-Funded Warrants and the Common Warrants are subject to customary adjustments in the case of stock dividends, stock splits, pro rata distributions, and similar events in respect of the Common Stock. A holder (together with its affiliates) of the Pre-Funded Warrants or Common Warrants, as the case may be, will not be entitled to exercise any portion of any Pre-Funded Warrant or Common Warrant, which, upon giving effect to such exercise would cause the aggregate number of shares of the Company’s Common Stock beneficially owned by the holder (together with its affiliates) to exceed 4.99% (or, upon election of the holder, 9.99%) of the number of shares of the Common Stock outstanding immediately after giving effect to the exercise, subject to such holder’s rights under the Warrants to increase or decrease such percentage to another percentage not in excess of 9.99% upon notice from such holder to the Company (at least 61 days’ prior notice in the case of an increase).
The Purchase Agreement contains customary representations, warranties and agreements by the Company, customary conditions to closing, indemnification obligations of the Company, including for liabilities arising under the Securities Act of 1933, as amended (the “Securities Act”), other obligations of the parties and termination provisions. The representations, warranties and covenants contained in the Purchase Agreement were made only for the purposes of such agreement and as of the specific dates, were solely for the benefit of the parties to such agreement and may be subject to limitations agreed upon by the contracting parties.
