All-stock transaction brings Tempest a portfolio of next-generation CAR-T assets, including TPST-2003, a clinical-stage dual-targeting CD-19/BCMA CAR-T with strategic partner-funded BLA filing in China planned for 2027Operational runway extended to mid-2027, supporting multiple potential value-generating milestonesMatt Angel, Ph.D., joins Tempest as President and CEOPreviously announced transaction closed following stockholder approval of share issuance at the 2025 Annual Meeting on January 27, 2026 BRISBAN ...

BRISBANE, Calif., Jan. 20, 2026 (GLOBE NEWSWIRE) -- Tempest Therapeutics, Inc. (Nasdaq: TPST) (“Tempest”), a clinical-stage biotechnology company with a pipeline of targeted and immune-mediated therapeutics to fight cancer, today announced the record date of January 30, 2026 (the “Record Date”) for the distribution of warrants to purchase Tempest common stock (“Warrants”) as a dividend (the “Warrant Dividends”), as contemplated by Tempest’s previously announced Asset Purchase Agreement (the “Asset Purchase ...

Table of Contents FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 TEMPEST THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) (State or other jurisdiction of incorporation or organization) Delaware 2834 45-1472564 (Primary Standard Industrial Code Number) As filed with the Securities and Exchange Commission on December 9, 2025 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 (I.R.S. Employer Identification Number) 2000 Sierr ...

Core Viewpoint - Tempest Therapeutics, Inc. has successfully closed a registered direct offering, raising approximately $4.25 million, with potential additional proceeds of up to $4.1 million from short-term unregistered warrants [1][3]. Group 1: Offering Details - The company sold 1,172,414 shares of common stock at an offering price of $3.625 per share [1]. - Concurrently, short-term unregistered warrants were issued to purchase an additional 1,172,414 shares at an exercise price of $3.50 per share, which are immediately exercisable and will expire in eighteen months [1][3]. - The total gross proceeds from the offering are approximately $4.25 million before deducting fees and expenses [3]. Group 2: Use of Proceeds - The net proceeds from the offering will primarily be used for working capital and general corporate purposes [3]. Group 3: Company Overview - Tempest Therapeutics is a clinical-stage biotechnology company focused on developing targeted and immune-mediated therapeutics for cancer treatment [7].

Core Viewpoint - Tempest Therapeutics, Inc. has entered into a definitive agreement for a registered direct offering of common stock, aiming to raise approximately $4.25 million, with potential additional proceeds of up to $4.1 million from short-term unregistered warrants [1][3]. Group 1: Offering Details - The company will sell 1,172,414 shares of common stock at an offering price of $3.625 per share [1]. - Concurrently, short-term unregistered warrants will be issued to purchase an additional 1,172,414 shares at an exercise price of $3.50 per share, which will be immediately exercisable and expire in eighteen months [1][3]. - The closing of the offering is expected to occur on or about November 25, 2025, subject to customary closing conditions [1]. Group 2: Financial Implications - The aggregate gross proceeds from the offering are expected to be approximately $4.25 million before deducting fees and expenses [3]. - If the short-term unregistered warrants are fully exercised, the potential additional gross proceeds could reach approximately $4.1 million [3]. - The net proceeds from this offering are intended primarily for working capital and general corporate purposes [3]. Group 3: Regulatory and Compliance Information - The shares are being offered under a "shelf" registration statement filed with the SEC, which was declared effective on January 27, 2025 [4]. - The short-term unregistered warrants are offered in a private placement and have not been registered under the Securities Act [5].

Core Insights - Biotech and healthcare stocks experienced significant movements in after-hours trading, driven by corporate updates and investor anticipation [1] Company Updates - Butterfly Network, Inc. (BFLY) shares increased by 6.04% to $2.81 after a 14.22% rise to $2.65 at market close, following the announcement of CEO Joseph DeVivo and Interim CFO Megan Carlson's participation in the 8th Annual Evercore Healthcare Conference [2] - Citius Pharmaceuticals Inc. (CTXR) saw a 7.90% increase to $1.23 after a 15.15% rally to $1.14, attributed to a deeper collaboration with Verix for the commercialization of LYMPHIR, an FDA-approved immunotherapy expected to launch in Q4 2025 [3] - ProQR Therapeutics N.V. (PRQR) rose 6.80% to $2.20 after a flat close at $2.06, with no specific news indicating that the movement may be due to investor sentiment [4] - Perrigo Company plc (PRGO) advanced 3.97% to $13.14, building on a 3.10% gain at the close, reflecting steady investor interest despite no new announcements [4] - Tempest Therapeutics, Inc. (TPST) added 4.86% to $3.67 after reversing a decline, following the announcement of plans to acquire CAR-T programs from Factor Bioscience, expected to close in early 2026 [5] - Iterum Therapeutics plc (ITRM) rose 2.77% to $0.3969 after a 4.38% gain at the close, with no new updates released [6] - Processa Pharmaceuticals, Inc. (PCSA) edged up 1.86% to $0.26 despite a steep decline at the close, with no news issued [6]

Core Viewpoint - Tempest Therapeutics, Inc. has announced an all-stock acquisition of dual-targeting CAR-T programs from Factor Bioscience, aimed at expanding its clinical pipeline and extending its operational runway to mid-2027 [1][2][4] Group 1: Acquisition Details - The acquisition includes the first clinical-stage CD19/BCMA dual-CAR T program, TPST-2003, designed for patients with extramedullary disease [2][3] - Tempest will issue 8,268,495 shares of common stock to Factor, representing 65% of the outstanding shares post-transaction [9] - The transaction is expected to close in early 2026, pending stockholder approval and other customary conditions [12] Group 2: Pipeline Expansion - The acquisition will diversify Tempest's pipeline, which includes amezalpat (Phase 3-ready) and TPST-1495 (Phase 2 expected to start soon) [3][4] - TPST-2003 has completed Phase 1 trials in patients with relapsed multiple myeloma, with data expected in 2026 and a biologics license application planned for 2027 in China [4] - Tempest plans to continue developing additional preclinical and research-stage programs, including TPST-2206 and TPST-3003 [4] Group 3: Financial and Operational Outlook - Existing cash and an investment commitment from Factor are expected to support operations through mid-2027, including key development milestones [2][9] - The company plans to pursue business development discussions or additional financing to advance the pivotal development of amezalpat in first-line liver cancer [4] - The anticipated preclosing equity financing is expected to extend Tempest's runway and support significant milestones [3][4] Group 4: Leadership Changes - Upon closing, Matt Angel, Ph.D., will become the President and CEO, while Stephen Brady will transition to Chairman of the board [3][9] - Dr. Angel has extensive experience in biotechnology and cell therapy, having previously led Factor Bioscience and other cell therapy companies [8][10]

Financial Position - As of September 30, 2025, the company had cash and cash equivalents totaling $7.5 million, down from $30.3 million as of December 31, 2024[96]. - The accumulated deficit as of September 30, 2025, is $229.3 million, indicating ongoing financial challenges[96]. - As of September 30, 2025, the company had $3.5 million in material cash requirements payable within 12 months, including $1.1 million related to the Brisbane Lease[136]. - The primary use of cash is to fund operating expenses, primarily research and development expenditures, headcount costs, and lease expenses[135]. - The company has no long-term debt and no material non-cancelable purchase commitments with service providers[137]. - The company is classified as a "smaller reporting company," with a market value of shares held by non-affiliates less than $700 million[140]. Research and Development - Research and development expenses for Q3 2025 were $570,000, a decrease of 92% compared to $7.6 million in Q3 2024[108]. - Total research and development expenses for the nine months ended September 30, 2025, were $12.1 million, a decrease of $5.6 million (32%) from $17.7 million in the same period in 2024[114]. - Amezalpat research costs for the nine months ended September 30, 2025, were $5.3 million, down 24% from $7.0 million in 2024[116]. - Research and development expenses decreased by $7.0 million to $0.6 million for the three months ended September 30, 2025, compared to $7.6 million for the same period in 2024, primarily due to re-prioritizing efforts towards exploring strategic alternatives[110]. Clinical Trials and Designations - Amezalpat is set to begin a pivotal Phase 3 study in first-line hepatocellular carcinoma (HCC), with positive feedback received from the FDA on the trial design[90]. - The FDA granted Orphan Drug Designation for amezalpat in January 2025, and Fast Track Designation in February 2025, which may provide regulatory advantages[91][92]. - TPST-1495 is expected to enter a Phase 2 study in patients with Familial Adenomatous Polyposis (FAP) in late 2025, pending potential delays due to the U.S. government shutdown[94]. Expenses and Losses - General and administrative expenses for Q3 2025 were $3.0 million, a slight increase of 1% from $2.99 million in Q3 2024[108]. - The net loss for Q3 2025 was $3.5 million, a reduction of 67% compared to a net loss of $10.6 million in Q3 2024[108]. - General and administrative expenses remained stable at $3.0 million for the three months ended September 30, 2025, compared to the same period in 2024[112]. - Interest expense related to the Oxford Loan was eliminated in the three months ended September 30, 2025, compared to $329 thousand in the same period in 2024[113]. - Cash used in operating activities for the nine months ended September 30, 2025, was $23.2 million, compared to $22.9 million in 2024[128]. - Cash used in operating activities for the nine months ended September 30, 2024, was $22.9 million, with a net loss of $28.0 million[130]. Financing Activities - The company repaid the Oxford Loan in full in April 2025, which had a total outstanding amount of $3.5 million[123]. - The company sold 312,830 shares of common stock for proceeds of $2.8 million under the ATM Program as of September 30, 2025[125]. - The net proceeds from a registered direct offering on June 11, 2025, were approximately $4.1 million after deducting fees and expenses[127]. - Cash provided by financing activities for the nine months ended September 30, 2025, included net proceeds from a registered direct offering of $4.1 million[133]. - Cash provided by financing activities for the nine months ended September 30, 2024, included proceeds from the issuance of common stock totaling $8.8 million[134]. Stock and Corporate Actions - A one-for-thirteen reverse stock split was executed on April 8, 2025, adjusting the number of shares and options accordingly[101]. - There have been no significant changes to critical accounting policies since December 31, 2024[138].

Financial Performance - Tempest ended Q3 2025 with $7.5 million in cash and cash equivalents, down from $30.3 million on December 31, 2024, primarily due to cash used in operating activities[5]. - The net loss for Q3 2025 was $3.5 million, or $0.79 per share, compared to a net loss of $10.6 million, or $5.32 per share, for the same period in 2024[5][15]. - For the nine months ended September 30, 2025, the net loss was $22.2 million, or $5.71 per share, compared to $28.0 million, or $15.48 per share, for the same period in 2024[10][15]. - Cash used in operating activities for the nine months ended September 30, 2025, was $23.2 million[10]. Expenses - Research and development expenses for Q3 2025 were $0.6 million, significantly lower than $7.6 million for Q3 2024, reflecting a $7.0 million decrease due to re-prioritization of strategic efforts[5][15]. - Year-to-date research and development expenses were $12.1 million, down from $17.7 million for the same period in 2024, a decrease of $5.6 million[10]. - General and administrative expenses remained stable at $3.0 million for Q3 2025, compared to $3.0 million for Q3 2024[6]. Assets and Liabilities - Total assets decreased to $17.1 million as of September 30, 2025, from $41.5 million on December 31, 2024[13]. - Total liabilities decreased to $10.8 million as of September 30, 2025, from $22.4 million on December 31, 2024[13]. Strategic Outlook - The company is pursuing strategic alternatives to maximize value for stockholders and is optimistic about the potential of its product candidates, including the upcoming TPST-1495 Phase 2 trial[2][11].

Core Viewpoint - Tempest Therapeutics, Inc. is focused on maximizing shareholder value through strategic alternatives while advancing its clinical pipeline, particularly the TPST-1495 Phase 2 trial in collaboration with the NCI [2][6]. Financial Results - As of September 30, 2025, Tempest reported cash and cash equivalents of $7.5 million, a decrease from $30.3 million on December 31, 2024, primarily due to cash used in operating activities [6][9]. - The net loss for the third quarter of 2025 was $3.5 million, or $0.79 per share, compared to a net loss of $10.6 million, or $5.32 per share, for the same period in 2024 [6][12]. - Research and development expenses for the quarter were $0.6 million, significantly lower than $7.6 million in the same quarter of 2024, reflecting a strategic re-prioritization [6][12]. - General and administrative expenses remained stable at $3.0 million for the quarter, consistent with the same period in 2024 [6][12]. - For the nine months ended September 30, 2025, the net loss was $22.2 million, or $5.71 per share, compared to $28.0 million, or $15.48 per share, for the same period in 2024 [6][12]. Company Overview - Tempest Therapeutics is a clinical-stage biotechnology company based in Brisbane, California, focusing on developing small molecule product candidates with tumor-targeted and immune-mediated mechanisms to treat various cancers [4].