On May 29, 2026 Tempest Therapeutics, Inc. (Nasdaq: TPST) (the "Company"), a clinical-stage biotechnology company developing a pipeline of advanced CAR-T cell therapy product candidates to treat cancer, reported the entry a definitive agreement for the immediate exercise of certain outstanding warrants to purchase an aggregate of 1,172,414 shares of the Company’s common stock originally issued by the Company on November 26, 2025, having an original exercise price of $3.50 per share, at a reduced exercise price of $1.73 per share. The closing of the warrant exercise transaction is expected to occur on or about May 29, 2025, subject to satisfaction of customary closing conditions.
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H.C. Wainwright is acting as the exclusive placement agent for the transaction.
As consideration for the exercise of such existing warrants for cash, the Company will issue new unregistered short-term warrants to purchase up to an aggregate of 2,344,828 shares of common stock at an exercise price of $1.73 per share. The new short-term warrants will be exercisable on the effective date of stockholder approval of the issuance of the shares of common stock upon exercise of the new short-term warrants (the "Stockholder Approval") and will expire two years following the initial issuance date.
The aggregate gross proceeds from the exercise of the existing warrants are expected to be approximately $2 million, before deducting placement agent fees and other offering expenses payable by the Company. The additional potential gross proceeds from the new short-term warrants, if fully exercised on a cash basis, will be approximately $4 million. No assurance can be given that any of the new short-term warrants will be exercised. The Company expects to use the net proceeds from the transaction for working capital and general corporate purposes.
The resale of the shares of common stock issuable upon the exercise of the existing warrants has been registered pursuant to an effective registration statement on Form S-1 (File No. 333- 292026).
The offer and sale of the new short-term warrants and the shares of common stock issuable upon exercise of the new short-term warrants have not been registered under the Securities Act of 1933, as amended, or under applicable state securities laws. Accordingly, the new short-term warrants and the shares of common stock issuable upon the exercise of the new short-term warrants may not be offered or sold in the United States except pursuant to an effective registration statement or an applicable exemption from the registration requirements of the Securities Act of 1933, as amended, and such applicable state securities laws.
This press release does not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or other jurisdiction.
(Press release, Tempest Therapeutics, MAY 29, 2026, View Source [SID1234666203])