Tempest Therapeutics, Inc. (TPST) Form 424B3 — Sep 1, 2026
Tempest Therapeutics filed a prospectus registering up to 8,910,579 shares of common stock for resale by Lincoln Park Capital Fund under the $50,000,000 common stock purchase agreement the company signed on August 13, 2026. Tempest receives none of the proceeds from Lincoln Park's resales. Under the purchase agreement, Tempest may sell stock to Lincoln Park at its sole discretion over 24 months — up to $25 million initially, stepping up automatically to $50 million — at prices set at roughly 97 percent of market for regular purchases and 96 percent for accelerated purchases, with proceeds earmarked for working capital and general corporate purposes.
Key figures
- Gross Proceeds
- up to $50,000,000 available to the company under the Purchase Agreement; ~$8,160,000 if all 8,000,000 registered shares are sold at $1.02
- Shares Offered
- 8910579
- Shares Outstanding
- 16539767
- Floor Price
- $0.15
- Exchange Cap Shares
- 3195881
- Facility Term Months
- 24
- Max Purchase Per Notice
- $500,000
- Total Available Amount
- $50,000,000
- Shares Sellable For Cash
- 8000000
- Warrant Overhang Shares
- 11064204
- Closing Price Aug20 2026
- 1.02
- Closing Price Aug28 2026
- 1.06
- Initial Available Amount
- $25,000,000
- Initial Commitment Shares
- 560356
- Options Outstanding Shares
- 799902
- Additional Available Amount
- $25,000,000
- Pro Forma Shares Outstanding
- 24889990
- Regular Purchase Share Limit
- 60,000 shares (70,000 at >=$1.00; 80,000 at >=$2.00)
- Additional Commitment Shares
- 350223
- Dilution Percent Of Outstanding
- ~33%
- Regular Purchase Price Discount
- 97% of lower of lowest sale price or 3-day average
- Beneficial Ownership Limitation
- 4.99%
- Estimated Registration Expenses
- 91280
- Options Weighted Avg Exercise Price
- 36.81
- Warrant Weighted Avg Exercise Price
- 12.09
- Accelerated Purchase Price Discount
- 96% of lower of VWAP or closing price
- Minimum Price For Exchange Cap Relief
- $1.3854
- Dilution Percent Of Non Affiliate Shares
- ~50%
AI analysis
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