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Get filing alertsTempest secures up to $50M equity line with Lincoln Park, issues 560K commitment-fee shares
Filed August 13, 2026 · Period ending August 13, 2026 · ~2 min read
Key Changes
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Tempest entered a $50M equity line of credit with Lincoln Park Capital, allowing the company to sell common stock at its discretion over 24 months. The facility starts at $25M, expanding to up to $50M after the initial tranche is utilized.
Item 1.01 — Entry into a Material Definitive Agreement verify on EDGAR → -
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Nasdaq rules cap issuances at 19.99% of pre-agreement outstanding shares unless shareholders approve more or the average sale price meets or exceeds $1.3854 per share, limiting near-term dilution unless the stock price holds above that floor.
Item 1.01 — Entry into a Material Definitive Agreement verify on EDGAR → -
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The company issued 560,356 shares immediately as a commitment fee, with an additional 350,223 shares due after the first $25M is drawn. These shares represent upfront dilution separate from any future sales under the facility.
Item 1.01 — Entry into a Material Definitive Agreement verify on EDGAR → -
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Tempest controls when and how much stock to sell, directing Lincoln Park to purchase 60,000 to 80,000 shares per transaction (capped at $500,000 per regular purchase) at prices fixed when the company issues the purchase notice.
Item 1.01 — Entry into a Material Definitive Agreement verify on EDGAR → -
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The company cannot enter another equity line of credit or similar at-the-market facility during the 24-month term or, if terminated early, for 180 days or until Lincoln Park no longer holds any shares.
Item 1.01 — Entry into a Material Definitive Agreement verify on EDGAR →
Summary
Tempest Therapeutics secured a $50 million equity line of credit with Lincoln Park Capital, providing flexible access to capital over the next 24 months without obligation to draw. The company controls the timing and size of each sale, directing Lincoln Park to purchase shares at prices fixed when Tempest issues a purchase notice.
The facility starts with $25 million available, automatically expanding to up to $50 million after the initial tranche is utilized. Tempest issued 560,356 shares immediately as a commitment fee, with another 350,223 shares due after the first $25 million is drawn—representing upfront dilution of roughly 910,000 shares before any capital is raised.
For retail holders, the key constraint is Nasdaq's 19.99% Exchange Cap: Tempest cannot issue more than 19.99% of its pre-agreement outstanding shares unless shareholders approve or the average sale price meets or exceeds $1.3854 per share. This threshold—the lower of the prior day's close and the five-day average close, adjusted for commitment-fee shares—effectively limits near-term dilution unless the stock price holds above that floor. The exclusivity provision prevents Tempest from layering another equity line or ATM facility during the term, but does not restrict other financing types. The facility provides runway flexibility, but the immediate commitment-fee dilution and the potential for further share issuances warrant monitoring of the company's draw activity and stock price relative to the $1.3854 threshold.
Section-by-Section Diff
Event · Item 3.02 — Unregistered Sales of Equity Securities
Tempest Therapeutics disclosed an unregistered sale of equity securities, with details incorporated by reference from Item 1.01.
Added in current filing · verify on EDGAR →
Item 3.02
Unregistered Sales of Equity Securities.
The information contained in Item 1.01 of this Current Report on Form 8-K is incorporated by reference in this Item 3.02.
The company disclosed an unregistered sale of equity securities under Item 3.02. The filing incorporates details from Item 1.01 by reference, but Item 1.01 is not included in the provided text, so the specific terms, amount, purchaser, and exemption basis cannot be determined from this excerpt.
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Figures/quotes linked to EDGAR · Narrative written by AI · Aug 13, 2026 · How we verify