On September 11, 2026 Tempest Therapeutics, Inc. (Nasdaq: TPST) (the "Company"), a clinical-stage biotechnology company pioneering the development of advanced in vivo CAR-T therapies for cancer and autoimmune disease, reported that it has entered into definitive agreements for the purchase and sale of an aggregate of 3,105,591 shares of common stock (or pre-funded warrant in lieu thereof), series C warrants to purchase up to 3,105,591 shares of common stock and series D warrants to purchase up to 3,105,591 shares of common stock, at a combined purchase price of $0.805 per share of common stock (or per pre-funded warrant in lieu thereof) and accompanying warrants in a private placement. The series C warrants and the series D warrants will have an exercise price of $0.805 per share and will be exercisable beginning on the effective date of stockholder approval of the issuance of the shares issuable upon exercise of the warrants (the "Stockholder Approval Date"). The series C warrants will expire six years from the later of the Stockholder Approval Date and the Effectiveness Date (as defined below) and the series D warrants will expire three years from the later of the Stockholder Approval Date and the Effectiveness Date. The private placement is expected to close on or about September 14, 2026, subject to the satisfaction of customary closing conditions.

Schedule your 30 min Free 1stOncology Demo!
Discover why more than 1,500 members use 1stOncology™ to excel in:

Early/Late Stage Pipeline Development - Target Scouting - Clinical Biomarkers - Indication Selection & Expansion - BD&L Contacts - Conference Reports - Combinatorial Drug Settings - Companion Diagnostics - Drug Repositioning - First-in-class Analysis - Competitive Analysis - Deals & Licensing

                  Schedule Your 30 min Free Demo!

H.C. Wainwright & Co. is acting as the exclusive placement agent for the offering.

The gross proceeds from the offering are expected to be approximately $2.5 million, prior to deducting placement agent fees and other offering expenses payable by the Company. The potential additional gross proceeds to the Company from the series C warrants and the series D warrants, if fully exercised on a cash basis, will be approximately $5 million. No assurance can be given that any of the warrants will be exercised, or that the Company will receive cash proceeds from the exercise of the warrants. The Company intends to use the net proceeds from the offering for working capital and other general corporate purposes.

The securities described above are being offered in a private placement exempt from registration under the Securities Act of 1933, as amended (the "Securities Act"), pursuant to Section 4(a)(2) thereof and/or Regulation D promulgated thereunder and, along with the shares of common stock underlying the warrants, have not been registered under the Securities Act, or applicable state securities laws. Accordingly, the securities issued in the private placement and shares of common stock underlying the 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 and such applicable state securities laws. Pursuant to a registration rights agreement, the Company has agreed to file a registration statement covering the resale of the common stock (or the shares of common stock issuable upon exercise of the pre-funded warrant in lieu thereof) issued in the private placement and the shares of common stock issuable upon exercise of the warrants issued in the private placement (the date of effectiveness of such registration statement, the "Effectiveness Date").

This press release shall not constitute an offer to sell or a 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, SEP 11, 2026, View Source [SID1234670764])