8-K - Tempest Therapeutics, Inc. | StockGist

AI Analysis

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Tempest Therapeutics, Inc. entered a Securities Purchase Agreement on March 20, 2026, for a private placement issuing up to 462,964 shares or 462,963 pre-funded warrants, each with Series A and Series B warrants to purchase 925,927 shares, expecting approximately $2.0 million in gross proceeds for working capital and general corporate purposes.

Key Takeaways

1Entered Securities Purchase Agreement on March 20, 2026 with two institutional investors and Factor Bioscience Inc.

2Private placement of 462,964 shares of Common Stock or 462,963 pre-funded warrants, each accompanied by Series A and Series B warrants for 925,927 shares.

3Combined purchase price of $2.16 per Share and warrants or $2.159 per Pre-Funded Warrant and warrants; gross proceeds ~$2.0 million.

4Closing expected on or about March 23, 2026, subject to customary conditions.

5Common Warrants exercisable post-Stockholder Approval at $2.16 per share; Series A term 5 years, Series B 24 months.

6H.C. Wainwright & Co., LLC as placement agent with 6% fee on institutional proceeds and 3% on strategic investor.

Current Report Details

Event Type

Material Agreement

Securities Issuance

Exhibits On

Disclosure

Mandatory

Variant

8-K

Items Reported

1.01

Entry into a Material Definitive Agreement. Securities Purchase Agreement On March 20, 2026, Tempest Therapeutics, Inc. (the “ Company ”) entered into a securit

Material Agreement

$2.16$2.16$2.0M$4.0M

Source Document

3.02

Unregistered Sale of Securities The information contained above in Item 1.01 relating to the Private Placement is hereby incorporated by reference into this Ite

Securities Issuance

9.01

Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 4.1 Form of Pre-Funded Warrant 4.2 Form of Common Warrant 10.1 Form of Securities Purch

Exhibits Only

Transaction Details

Material Agreement

Agreement: Securities Purchase Agreement
Parties: Tempest Therapeutics, Inc., two institutional investors, Factor Bioscience Inc.

•Issue 462,964 Shares or 462,963 Pre-Funded Warrants with Series A and Series B Warrants each for 925,927 shares
•Gross proceeds ~$2.0 million before fees
•Closing on or about March 23, 2026
•Seek Stockholder Approval within 90 days
•30-day lock-up on Common Stock sales post-Effectiveness Date
•Registration Rights Agreement to file resale registration within 15 days

Exhibits (5)

10.1

EX-10.1

10.2

EX-10.2

4.1

EX-4.1

4.2

EX-4.2

8-K