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Get filing alertsTempest Therapeutics raises ~$2.5M in private placement of pre-funded and common warrants
Filed September 15, 2026 · Period ending September 11, 2026 · ~1 min read
Key Changes
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high
Sold pre-funded warrants for up to 3,105,591 shares, each with Series C and D common warrants, at $0.804 per unit for ~$2.5M gross proceeds before fees.
Item 1.01 verify on EDGAR → -
high
Common warrants have $0.805 exercise price, exercisable only after stockholder approval; pre-funded warrants exercisable immediately at $0.001 per share.
Item 1.01 verify on EDGAR → -
medium
Up to ~up to $5M additional gross proceeds may be received upon future cash exercise of common warrants.
Item 1.01 verify on EDGAR → -
medium
Net proceeds planned for working capital and general corporate purposes.
Item 1.01 verify on EDGAR → -
medium
Securities sold in reliance on Section 4(a)(2) and Regulation D exemption from registration.
Item 3.02 verify on EDGAR →
Summary
Tempest Therapeutics raised approximately $2.5 million in gross proceeds through a private placement of pre-funded warrants and accompanying common warrants. Each unit was priced at $0.804 and includes a pre-funded warrant exercisable immediately at $0.001 per share, plus Series C and Series D common warrants with a $0.805 exercise price that become exercisable only after stockholder approval.
The company may receive up to an additional $5 million if the common warrants are exercised for cash. Net proceeds are earmarked for working capital and general corporate purposes. The financing is a routine capital raise for a small biotech company, with standard terms including a 7% placement agent fee and registration rights for the underlying shares.
The securities were sold in a private placement exempt from registration under Section 4(a)(2) and Regulation D. No red flags were identified in the filing.
Section-by-Section Diff
Event · Item 1.01 — Entry into a Material Definitive Agreement
Tempest Therapeutics raised ~$2.5M in a private placement of pre-funded warrants and common warrants.
Added in current filing · verify on EDGAR →
The combined purchase price per Pre-Funded Warrant and accompanying Common Warrants is $0.804. The gross proceeds to the Company from the Private Placement is approximately $2.5 million (excluding up to approximately $5 million of aggregate gross proceeds that may be received in the future upon the cash exercise of the Common Warrants), before deducting placement agent fees and other offering expenses payable by the Company.
The company sold pre-funded warrants to purchase up to 3,105,591 shares of common stock, each accompanied by Series C and Series D warrants for the same number of shares. The combined purchase price per unit is $0.804, generating approximately $2.5 million in gross proceeds before fees. Up to approximately $5 million more could come from future cash exercises of the common warrants.
Added in current filing · verify on EDGAR →
The Company currently plans to use the net proceeds from the Private Placement primarily for working capital and general corporate purposes.
The company intends to use the net proceeds mainly for working capital and general corporate purposes, a typical use for a small biotech financing.
Added in current filing · verify on EDGAR →
The Company paid the Placement Agent an aggregate cash fee equal to 7.0% of the gross proceeds received in the Private Placement and reimbursed certain expenses incurred by the Placement Agent in connection with the Private Placement.
H.C. Wainwright served as exclusive placement agent and received a 7.0% cash fee on gross proceeds plus expense reimbursement. The company also issued the placement agent warrants to purchase up to 217,391 shares at $1.0063 per share.
Added in current filing · verify on EDGAR →
the Company agreed to file a registration statement under the Securities Act with the Securities and Exchange Commission (the “SEC”), covering the resale of the shares of Common Stock underlying the Common Warrants and Pre-Funded Warrants no later than 15 calendar days following the date of the Registration Rights Agreement, and to use reasonable best efforts to have the registration statement declared effective by 45 calendar days following the date of the Registration Rights Agreement, and in any event no later than 75 calendar days following the date of the Registration Rights Agreement in the event of a “full review” by the SEC
The company agreed to register the resale of shares underlying the warrants within 15 days and to seek effectiveness within 45 days (or 75 days if the SEC conducts a full review). This provides a path to liquidity for the investor.
Event · Item 3.02 — Unregistered Sales of Equity Securities
Tempest Therapeutics sold equity securities in a private placement exempt from registration under Section 4(a)(2) and Regulation D.
Added in current filing · verify on EDGAR →
Based in part upon the representations of the Investor in the Purchase Agreement, the securities described above are being offered and sold in a private placement exempt from registration under the Securities Act pursuant to Section 4(a) (2) thereof and Regulation D promulgated thereunder.
The company disclosed an unregistered sale of equity securities in a private placement. The sale relies on an exemption from registration under Section 4(a)(2) and Regulation D, meaning the shares were sold to a limited set of investors without a public offering. The securities cannot be resold in the U.S. unless registered or an exemption applies.
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Figures/quotes linked to EDGAR · Narrative written by AI · Sep 15, 2026 · How we verify