Tempest Therapeutics Raises ~$2.5M via Private Placement of Warrants

Tempest Therapeutics, Inc. entered into a securities purchase agreement on September 11, 2026, with an institutional investor to sell pre-funded warrants and accompanying common stock warrants. The transaction, which closed on September 15, 2026, generated approximately $2.5 million in gross proceeds before deducting placement agent fees and other offering expenses.

Under the agreement, the Company issued and sold pre-funded warrants to purchase up to 3,105,591 shares of common stock. Each pre-funded warrant was accompanied by Series C warrants and Series D warrants, also to purchase up to 3,105,591 shares of common stock. The combined purchase price for each pre-funded warrant and its accompanying warrants was $0.804.

The Company agreed to seek stockholder approval within 90 days of the agreement to issue the shares underlying the common warrants. The Series C warrants will become exercisable on the date of stockholder approval and have a term of six years. The Series D warrants will also become exercisable on the date of stockholder approval but have a term of three years. Both the Series C and Series D warrants have an exercise price of $0.805 per share.

The pre-funded warrants are exercisable immediately following the closing date and have an exercise price of $0.001 per share. The Company plans to use the net proceeds from the private placement primarily for working capital and general corporate purposes.

H.C. Wainwright & Co., LLC served as the exclusive placement agent. The Company agreed to issue the placement agent warrants to purchase up to 217,391 shares of common stock with an exercise price of $1.0063 per share. Additionally, the Company paid the placement agent a cash fee equal to 7.0% of the gross proceeds received.

Tempest Therapeutics also entered into a registration rights agreement on September 11, 2026. The Company agreed to file a registration statement with the SEC covering the resale of shares underlying the warrants no later than 15 days after the agreement date. The Company committed to using reasonable best efforts to have the registration statement declared effective by 45 days after the agreement date, or no later than 75 days in the event of a full SEC review.