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Tempest Therapeutics (TPST) inks $2M warrant exercise and new warrant deal

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Tempest Therapeutics, Inc. entered a warrant exercise and inducement agreement with an existing investor. The holder agreed to exercise warrants to buy 1,172,414 common shares for cash at $1.73 per share, providing gross proceeds of about $2.0 million before fees and expenses.

In return, Tempest issued a new unregistered warrant to purchase up to 2,344,828 additional shares at $1.73 per share, exercisable after required stockholder approval under Nasdaq rules and expiring on May 29, 2028. The company also issued 82,069 warrants to H.C. Wainwright & Co. as placement agent and agreed to future cash and warrant fees on cash exercises of the new warrants within 24 months. The new securities were issued in a private placement relying on Section 4(a)(2) of the Securities Act.

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Insights

Tempest raises about $2M cash now in exchange for sizeable new warrant overhang.

Tempest Therapeutics receives roughly $2.0 million in gross cash as an investor exercises 1,172,414 existing warrants at a reduced price of $1.73. In exchange, the company issues a new warrant for up to 2,344,828 shares at the same price, with a May 29, 2028 expiry.

This structure brings in immediate capital but creates additional potential equity issuance if the new warrant is exercised. The warrant becomes exercisable only after required stockholder approval under Nasdaq rules, and includes beneficial ownership caps of 4.99% or 9.99% at the holder’s election, plus cashless exercise if resale registration is not effective.

H.C. Wainwright & Co. acts as placement agent, receiving 82,069 warrants at a $2.1625 exercise price, expense reimbursement, and a 7% cash fee plus additional warrants on cash exercises of the new warrant within 24 months. Subsequent filings may outline when stockholder approval is obtained and how much of the new warrant is ultimately exercised.

Item 1.01 Entry into a Material Definitive Agreement Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 3.02 Unregistered Sales of Equity Securities Securities
The company sold equity securities in a private placement or other unregistered transaction.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.
Existing warrants exercised 1,172,414 shares at $1.73 Existing warrants exercised for cash
Gross proceeds $2.0 million Cash from existing warrants before fees and expenses
New warrant size 2,344,828 shares at $1.73 Shares issuable under new warrant
New warrant expiry May 29, 2028 Expiration date of new warrant
Placement agent warrants 82,069 shares at $2.1625 Warrants issued to H.C. Wainwright & Co.
Agent cash fee on new warrant exercises 7% of gross exercise price Fee on cash exercises within 24 months
Resale registration filing deadline 30 days from Inducement Letter Commitment to file registration statement
Registration effectiveness goal 45–75 days Target effectiveness period, longer if SEC review
Inducement Letter financial
"entered into a warrant exercise and inducement offer letter agreement (the “Inducement Letter”)"
beneficial ownership limitations regulatory
"The New Warrant contains ... beneficial ownership limitations of either 4.99% or 9.99%"
Beneficial ownership limitations are rules or contractual caps that restrict how much of a company’s stock an individual or entity can be treated as owning or controlling for legal, regulatory or corporate-governance purposes. They matter to investors because such limits affect voting power, reporting obligations, takeover risk and the ability to increase a stake — like an elevator weight limit or a lane divider that prevents any one car from taking over the whole road.
cashless exercise financial
"and cashless exercise rights if a registration statement covering the resale of the underlying shares is not then effective"
A cashless exercise is a way for an option holder to convert stock options into actual shares without paying the purchase price in cash; instead they immediately give up a portion of the newly issued shares to cover the cost and any withholding taxes. Investors care because this process increases the number of shares available and can slightly dilute existing holdings, while also signaling how insiders or employees are realizing compensation without needing cash — similar to paying for a purchase by handing over part of what you just bought.
Section 4(a)(2) of the Securities Act of 1933 regulatory
"offered and sold in reliance upon the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933"
accredited investor regulatory
"The investor has represented that it is an accredited investor, as that term is defined in Regulation D"
An accredited investor is an individual or entity that meets certain financial criteria, such as having a high income or significant net worth, allowing them to invest in private or less regulated investment opportunities. This status matters because it grants access to investments that are often riskier or less available to the general public, reflecting a higher level of financial knowledge or resources.
placement agent financial
"H.C. Wainwright & Co., LLC (the “Placement Agent”) acted as the exclusive placement agent"
A placement agent is a professional or firm that helps organizations raise money from investors, such as individuals, institutions, or funds. They act like matchmakers, connecting those seeking investments with the right investors and guiding the process to ensure successful funding. For investors, they can provide access to exclusive opportunities and help navigate complex fundraising efforts.

FAQ

What transaction did Tempest Therapeutics (TPST) enter into on May 28, 2026?
Tempest Therapeutics entered a warrant exercise and inducement agreement with an existing investor. The holder agreed to exercise existing warrants for cash and, in return, received a new unregistered warrant to purchase additional Tempest common shares at the same exercise price.

How much cash does Tempest Therapeutics (TPST) receive from the warrant exercise?
Tempest receives approximately $2.0 million in gross proceeds from the warrant exercise. The investor is exercising existing warrants for 1,172,414 shares at $1.73 per share, before deducting placement agent fees and other offering-related expenses payable by the company.

What are the key terms of the new warrant issued by Tempest Therapeutics (TPST)?
The new warrant allows purchase of up to 2,344,828 shares at $1.73 per share. It becomes exercisable after required stockholder approval under Nasdaq rules, expires on May 29, 2028, and includes adjustment provisions, beneficial ownership limits, and cashless exercise rights in certain circumstances.

What role does H.C. Wainwright & Co. play in the Tempest Therapeutics (TPST) deal?
H.C. Wainwright & Co. acts as exclusive placement agent for the transaction. It receives warrants for 82,069 shares at a $2.1625 exercise price, reimbursement of certain expenses, and a 7% cash fee plus additional warrants on cash exercises of the new warrant within 24 months.

When will the new Tempest Therapeutics (TPST) warrant become exercisable?
The new warrant becomes exercisable on the effective date of required stockholder approval. That approval must meet applicable Nasdaq Capital Market rules for issuing the underlying shares, after which the warrant can be exercised until its May 29, 2028 expiration.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 28, 2026

 

 

Tempest Therapeutics, Inc.

(Exact name of Registrant as Specified in Its Charter)

 

 

 

Delaware   001-35890   45-1472564
(State or Other Jurisdiction
of Incorporation)		  

(Commission

File Number)

   (IRS Employer
Identification No.)

 

2000 Sierra Point Parkway, Suite 400  
Brisbane, California   94005
(Address of Principal Executive Offices)   (Zip Code)

Registrant’s Telephone Number, Including Area Code: (415) 798-8589

 

(Former Name or Former Address, if Changed Since Last Report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

 


Title of each class

  

Trading
Symbol(s)

  

Name of each exchange
on which registered

Common Stock, $0.001 par value   TPST   The Nasdaq Stock Market LLC
Series A Junior Participating Preferred Purchase Rights   N/A   The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 
 

Item 1.01

Entry into a Material Definitive Agreement.

On May 28, 2026, Tempest Therapeutics, Inc., a Delaware corporation (the “Company”), entered into a warrant exercise and inducement offer letter agreement (the “Inducement Letter”) with a holder of certain existing warrants to purchase shares of the Company’s common stock that the Company originally issued in November 2025 at an original exercise price of $3.50 per share (the “Existing Warrants”). Pursuant to the Inducement Letter, the holder agreed to exercise for cash the Existing Warrants to purchase an aggregate of 1,172,414 shares of the Company’s common stock at a reduced exercise price of $1.73 per share in consideration of the Company’s agreement to issue to the holder a new unregistered common stock purchase warrant (the “New Warrant”) to purchase up to 2,344,828 shares of common stock.

The New Warrant has an exercise price of $1.73 per share, will become exercisable on the effective date of stockholder approval required under the applicable rules of The Nasdaq Capital Market with respect to the issuance of the shares underlying the New Warrant, and will expire on May 29, 2028. The New Warrant contains customary adjustment provisions for stock dividends, stock splits, reorganizations and similar events, customary beneficial ownership limitations of either 4.99% or 9.99% at the holder’s election, and cashless exercise rights if a registration statement covering the resale of the underlying shares is not then effective. The Company also agreed to file a registration statement covering the resale of the shares issuable upon exercise of the New Warrant within 30 calendar days following the date of the Inducement Letter and to use reasonable best efforts to cause that registration statement to become effective within 45 calendar days, or within 75 calendar days in the event of SEC review.

The gross proceeds from the issuance of the shares of common stock under the Existing Warrants were approximately $2.0 million before deducting placement agent fees and other offering expenses payable by the Company.

Pursuant to an engagement letter, H.C. Wainwright & Co., LLC (the “Placement Agent”) acted as the exclusive placement agent in connection with the foregoing transaction, and the Company issued to the placement agent or its designees warrants to purchase up to 82,069 shares of common stock in substantially the same form as the New Warrant, except that the exercise price thereunder is $2.1625 per share (the “Placement Agent Warrants”). The Company also reimbursed certain expenses of the Placement Agent in connection with the transaction. Additionally, upon the exercise for cash of any of the New Warrants, the Company shall pay to the Placement Agent a cash fee of 7% of the aggregate gross exercise price paid in cash with respect thereto and issue to the Placement Agent or its designees warrants to purchase up to 7% of the aggregate number of the shares of common stock underlying such warrants that have been so exercised, provided that such exercise is effected within the 24 following the issuance date of the New Warrants.

The shares issuable upon exercise of the Existing Warrants have been registered under the Company’s effective registration statement on Form S-1 (File No. 333-292026). The New Warrant, the Placement Agent Warrants, and the shares of common stock issuable upon exercise thereof were offered and sold in reliance upon the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”). The investor has represented that it is an accredited investor, as that term is defined in Regulation D promulgated under the Securities Act, and has acquired the New Warrants and the shares issuable upon exercise thereof as principal for its own account and has no direct or indirect arrangement or understandings with any other persons to distribute or regarding the distribution of the New Warrants or the shares issuable upon exercise thereof. The New Warrants, the Placement Agent Warrants and the shares of common stock issuable upon exercise thereof have not been registered under the Securities Act or applicable state securities laws. Accordingly, such securities may not be offered or sold in the United States except pursuant to an effective registration statement or an applicable exemption from the registration requirements of the Securities Act and such applicable state securities laws.

This Current Report on Form 8-K does not constitute an offer to sell or the solicitation of an offer to buy any of the securities described herein, nor shall there be any sale of such securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful.

The foregoing descriptions of the Inducement Letter, the New Warrant and the Placement Agent Warrants are only summaries and are qualified in their entirety by reference to the full text of the Inducement Letter, the form of New Warrant and the form of Placement Agent Warrants, which are filed as Exhibits 10.1, 10.2 and 10.3, respectively, to this Current Report on Form 8-K and are incorporated in this Item 1.01 by reference.

Item 3.02

Unregistered Sales of Equity Securities.

The information contained in Item 1.01 of this Current Report on Form 8-K regarding the unregistered securities described therein is incorporated by reference in this Item 3.02.

 

Item 9.01

Financial Statements and Exhibits

(d) Exhibits

 

10.1    Form of Warrant Exercise and Inducement Offer Letter
10.2    Form of New Warrant
10.3    Form of Placement Agent Warrant
104    Cover Page Interactive Data File (formatted in Inline XBRL)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

      TEMPEST THERAPEUTICS, INC.
Date: June 1, 2026     By:  

/s/ Matthew Angel

    Name:   Matthew Angel
    Title:   President and Chief Executive Officer

Source: View Original Filing on SEC EDGAR

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