Tempest Therapeutics, Inc. Announces Securities Purchase Agreement and Private Placement with Institutional and Strategic Investors

Key Highlights

• Entry into Material Definitive Agreement: On March 20, 2026, Tempest Therapeutics, Inc. (“the Company”) entered into a Securities Purchase Agreement with two institutional investors and Factor Bioscience Inc. (“Strategic Investor”).
• Private Placement Financing: The transaction involves the private placement of shares of Common Stock and warrants, including possible Pre-Funded Warrants and Common Warrants.
• SEC Registration & Effectiveness Commitment: The Company is obligated to file a registration statement for the resale of the securities issued in this transaction and to use reasonable best efforts to have it declared effective within 45 calendar days (or 75 days if subject to a full SEC review).
• Unregistered Securities: The securities are being offered and sold pursuant to Section 4(a)(2) of the Securities Act and Regulation D, and have not been registered under the Securities Act or state laws.
• Nasdaq Listing: The Common Stock (symbol: PST) and Series A Junior Participating Preferred Purchase Rights are listed on The Nasdaq Stock Market LLC.
• Emerging Growth Company: The Company is not considered an emerging growth company under relevant SEC definitions.
• Material Terms and Exhibits Filed: Full forms of the Purchase Agreement, Registration Rights Agreement, Pre-Funded Warrants, and Common Warrants have been filed as exhibits for investor review.

Details of the Private Placement

The Company entered into the Securities Purchase Agreement (“Purchase Agreement”) with two institutional investors and Factor Bioscience Inc. (“Strategic Investor”). Under the terms, the Company will issue shares of Common Stock and related warrants, including Pre-Funded Warrants and Common Warrants, in a private placement. The transaction is structured to raise capital for the Company without an immediate public offering.

The securities sold in this private placement are not registered with the SEC and are subject to transfer restrictions, meaning they cannot be freely traded until certain conditions are met, such as the effectiveness of a registration statement or an available exemption from registration.

The Company is contractually obligated to file a registration statement with the SEC covering the resale of the securities issued in the private placement. The Company must use its best efforts to have this registration statement declared effective within 45 calendar days, or 75 calendar days if the SEC conducts a full review. This is a critical item for shareholders and potential investors, as the ability to resell these securities can affect both liquidity and perceived value.

If the Company fails to meet its obligations regarding registration, it may be subject to penalties or liquidated damages payable to the investors.

Potential Shareholder and Share Price Impact

• Dilution Risk: The issuance of new shares and warrants will dilute existing shareholders. The extent of the dilution will depend on the number of shares and warrants issued and exercised.
• Liquidity Event: Once the registration statement is effective, the new securities may become freely tradable, potentially increasing trading volumes and affecting the share price, especially if investors decide to sell their holdings.
• Price Sensitivity: The agreement and the subsequent registration of new shares could create downward pressure on the stock if investors anticipate dilution or if large blocks are sold into the market.
• Nasdaq Compliance: The Company affirms that its securities are listed and in compliance with Nasdaq requirements. Continued compliance is crucial for maintaining liquidity and investor confidence.
• No General Solicitation: The securities were offered only to accredited investors, not via general solicitation or advertising, minimizing the risk of regulatory issues.
• Use of Proceeds: While not detailed in the summary, investors should monitor the Company’s subsequent filings for specifics on how the raised capital will be deployed, as this could impact growth prospects and valuation.

Filed Exhibits for Investor Review

To provide maximum transparency, the Company has filed the following exhibits:

• Form of Securities Purchase Agreement
• Form of Registration Rights Agreement
• Form of Pre-Funded Warrants
• Form of Common Warrant
• Cover Page Interactive Data File (embedded within the Inline XBRL document)

Investors are encouraged to review these documents for the full terms and conditions of the transaction. These agreements contain important details regarding exercise prices, adjustment provisions, registration rights, and investor protections.

Additional Company Representations (Summary)

• Good Standing: The Company and its subsidiaries are in good standing and possess all necessary regulatory permits.
• Compliance: The Company affirms compliance with Sarbanes-Oxley, SEC reporting, and internal controls.
• No Material Adverse Events: Since the last audited financials, no material adverse changes have occurred, except as otherwise disclosed in SEC filings.
• No General Solicitation or Bad Actors: The offering is limited to accredited investors and the Company has confirmed that none of the key parties is disqualified under SEC “bad actor” rules.
• Tax and Legal Compliance: The Company confirms compliance with tax and anti-money laundering laws.

Conclusion

The execution of the Securities Purchase Agreement and related private placement is a material event for Tempest Therapeutics, Inc. investors. The transaction will provide new capital but may result in dilution and potential share price volatility, particularly around the time the new securities become freely tradable. Investors should carefully review the exhibits and monitor for updates regarding the effectiveness of the registration statement and the Company’s use of proceeds.

Disclaimer: This article is for informational purposes only and is not investment advice. Investors should perform their own due diligence and consult with their financial advisors before making investment decisions. The information is based on filings available as of the date of this report and may be subject to change.

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