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].

[PART I — FINANCIAL INFORMATION](index=5&type=section&id=PART%20I%20%E2%80%94%20FINANCIAL%20INFORMATION) [Item 1. Financial Statements](index=5&type=section&id=Item%201.%20Financial%20Statements) Presents unaudited condensed consolidated financial statements, detailing balance sheets, operations, equity, cash flows, and notes on accounting policies and liquidity [Condensed Consolidated Balance Sheets](index=5&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) The balance sheet shows significant reductions in cash, total assets, and equity, with liabilities decreasing due to loan repayment Condensed Consolidated Balance Sheet Highlights (in thousands) | Account | June 30, 2025 (Unaudited) | December 31, 2024 | | :--- | :--- | :--- | | **Assets** | | | | Cash and cash equivalents | $14,280 | $30,268 | | Total current assets | $15,103 | $31,474 | | Total assets | $24,484 | $41,488 | | **Liabilities & Equity** | | | | Total current liabilities | $7,141 | $14,220 | | Total liabilities | $14,701 | $22,362 | | Total stockholders' equity | $9,783 | $19,126 | [Condensed Consolidated Statements of Operations](index=6&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations) Q2 2025 net loss decreased to $7.9 million, while H1 2025 net loss increased to $18.7 million, driven by higher R&D expenses Statement of Operations Summary (in thousands, except per share data) | Metric | Q2 2025 | Q2 2024 | H1 2025 | H1 2024 | | :--- | :--- | :--- | :--- | :--- | | Research and development | $3,871 | $5,837 | $11,498 | $10,177 | | General and administrative | $4,095 | $3,745 | $7,404 | $7,379 | | Loss from operations | $(7,966) | $(9,582) | $(18,902) | $(17,556) | | Net loss | $(7,870) | $(9,570) | $(18,730) | $(17,474) | | Net loss per share | $(2.07) | $(5.52) | $(5.17) | $(10.15) | [Condensed Consolidated Statements of Stockholders' Equity](index=7&type=section&id=Condensed%20Consolidated%20Statements%20of%20Stockholders%27%20Equity) Stockholders' equity declined from $19.1 million to $9.8 million, driven by a $18.7 million net loss, partially offset by stock issuances - During the first six months of 2025, the company issued common stock and pre-funded warrants, raising cash to partially offset the net loss and fund operations[21](index=21&type=chunk) [Condensed Consolidated Statements of Cash Flows](index=8&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) Net cash used in operations increased to $16.5 million, with financing providing $0.5 million, leading to a $16.0 million net cash decrease for H1 2025 Cash Flow Summary (in thousands) | Activity | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :--- | :--- | :--- | | Cash used in operating activities | $(16,467) | $(12,696) | | Cash used in investing activities | $0 | $(417) | | Cash provided by financing activities | $479 | $5,007 | | **Net decrease in cash** | **$(15,988)** | **$(8,106)** | [Notes to Condensed Consolidated Financial Statements](index=9&type=section&id=Notes%20to%20Condensed%20Consolidated%20Financial%20Statements) Notes detail clinical-stage status, 1-for-13 reverse stock split, going concern doubt, strategic review, cost reductions, and financing activities - The company's financial statements were prepared on a going concern basis, but management has substantial doubt about its ability to continue operating for the next 12 months due to recurring losses and limited cash of **$14.3 million** as of June 30, 2025[32](index=32&type=chunk)[33](index=33&type=chunk) - In April 2025, the company reduced its workforce by **21 of 26** full-time employees and transitioned its CEO, CMO, and CFO to consulting arrangements to reduce costs while exploring strategic alternatives[32](index=32&type=chunk) - On April 8, 2025, the company effected a **1-for-13** reverse stock split, with all share and per-share data in the financial statements retrospectively adjusted[29](index=29&type=chunk)[30](index=30&type=chunk) - In June 2025, the company raised approximately **$4.1 million** in net proceeds from a registered direct offering of common stock and pre-funded warrants[37](index=37&type=chunk) - The company fully repaid its loan with Oxford Finance LLC in April 2025 with a payment of **$3.5 million**, which included a **$0.6 million** exit fee, terminating the agreement and releasing all liens[55](index=55&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=19&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses clinical programs, strategic review, going concern issues, operational results, and recent financing activities, highlighting financial condition [Overview and Clinical Programs](index=19&type=section&id=Overview%20and%20Clinical%20Programs) Tempest, a clinical-stage biotech, advances amezalpat for Phase 3 HCC and TPST-1495 for Phase 2 FAP, both with key regulatory designations - The lead program, amezalpat, is poised to begin a pivotal Phase 3 study for first-line hepatocellular carcinoma (HCC) after receiving positive feedback from the FDA and NMPA (China)[87](index=87&type=chunk)[91](index=91&type=chunk)[92](index=92&type=chunk) - The second clinical program, TPST-1495, is set to begin a Phase 2 trial in patients with Familial Adenomatous Polyposis (FAP) in 2025, with the trial being funded by the National Cancer Institute (NCI)[95](index=95&type=chunk) [Going Concern and Strategic Review](index=20&type=section&id=Going%20Concern%20and%20Strategic%20Review) Substantial doubt exists about the company's going concern ability, with $14.3 million cash for less than 12 months, prompting a strategic review and workforce reduction - The company's existing cash of **$14.3 million** is projected to fund operations for less than 12 months, raising substantial doubt about its ability to continue as a going concern[97](index=97&type=chunk)[101](index=101&type=chunk) - In April 2025, the company began exploring a full range of strategic alternatives and retained MTS Health Partners as a financial advisor[98](index=98&type=chunk) - To extend capital, the company implemented a Reduction in Force (RIF), cutting its workforce from **26 to 5** full-time employees, with key executives transitioning to consulting roles[100](index=100&type=chunk) [Results of Operations](index=22&type=section&id=Results%20of%20Operations) Q2 2025 R&D decreased by 34% to $3.9 million, while H1 2025 R&D increased by 13% to $11.5 million, with Q2 G&A rising due to separation costs Comparison of Operating Expenses (in thousands) | Expense | Q2 2025 | Q2 2024 | Change | H1 2025 | H1 2024 | Change | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Research & Development | $3,871 | $5,837 | -34% | $11,498 | $10,177 | +13% | | General & Administrative | $4,095 | $3,745 | +9% | $7,404 | $7,379 | 0% | - The decrease in Q2 2025 R&D spending was primarily due to pausing clinical activities while exploring strategic alternatives, while the increase in H1 2025 R&D was driven by costs for contract research and manufacturing in preparation for the amezalpat pivotal trial[112](index=112&type=chunk)[119](index=119&type=chunk) [Liquidity and Capital Resources](index=25&type=section&id=Liquidity%20and%20Capital%20Resources) The company holds $14.3 million cash with a $225.8 million deficit, raised $6.9 million in H1 2025, repaid a loan, and faces substantial doubt about its going concern ability - The company's operations have been financed by sales of common stock, convertible preferred stock, and debt, with cash and cash equivalents at **$14.3 million** as of June 30, 2025[123](index=123&type=chunk) - In H1 2025, the company raised **$2.8 million** from its ATM Program and approximately **$4.1 million** net from a Registered Direct Offering (RDO)[127](index=127&type=chunk)[129](index=129&type=chunk) - The company repaid its **$3.5 million** loan with Oxford Finance in full in April 2025, terminating the agreement[125](index=125&type=chunk) [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=28&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) This disclosure is not required as the company qualifies as a smaller reporting company - Disclosure is not required for smaller reporting companies[145](index=145&type=chunk) [Item 4. Controls and Procedures](index=28&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded disclosure controls and procedures were effective as of June 30, 2025, with no material changes in internal control over financial reporting - Management concluded that as of June 30, 2025, the company's disclosure controls and procedures were effective at the reasonable assurance level[147](index=147&type=chunk) - No changes in internal control over financial reporting occurred during the quarter ended June 30, 2025, that have materially affected, or are reasonably likely to materially affect, internal controls[148](index=148&type=chunk) [PART II — OTHER INFORMATION](index=29&type=section&id=PART%20II%20%E2%80%94%20OTHER%20INFORMATION) [Item 1. Legal Proceedings](index=29&type=section&id=Item%201.%20Legal%20Proceedings) The company is not currently a party to any material legal proceedings - The company is not currently involved in any material legal proceedings that would have a material adverse effect on its business or financial condition[150](index=150&type=chunk) [Item 1A. Risk Factors](index=29&type=section&id=Item%201A.%20Risk%20Factors) This section outlines significant risks including going concern doubt, strategic review uncertainty, operating losses, clinical setbacks, regulatory hurdles, and stock price volatility [Risks Related to Our Financial Position and Capital Needs](index=30&type=section&id=Risks%20Related%20to%20Our%20Financial%20Position%20and%20Capital%20Needs) Critical financial risks include substantial doubt about going concern, need for additional funding, uncertain strategic review outcomes, and a history of operating losses - There is substantial doubt about the company's ability to continue as a going concern, as its cash of **$14.3 million** as of June 30, 2025, is expected to fund operations for less than 12 months[155](index=155&type=chunk) - The process of evaluating strategic alternatives may not result in any transaction, and failure to complete one could cause a decline in the stock price[159](index=159&type=chunk)[160](index=160&type=chunk) - The company has a history of operating losses, with an accumulated deficit of **$225.8 million** as of June 30, 2025, and expects to continue incurring losses[169](index=169&type=chunk) [Risks Related to Our Business and Strategy](index=34&type=section&id=Risks%20Related%20to%20Our%20Business%20and%20Strategy) Strategic risks include retaining skilled employees, potential disruptions from acquisitions, and limitations on utilizing net operating loss carryforwards due to ownership changes - The company's success is highly dependent on retaining senior management, and it faces intense competition for qualified personnel in the biotechnology field[172](index=172&type=chunk)[173](index=173&type=chunk) - The company's ability to use its net operating loss (NOL) carryforwards to offset future taxable income may be limited under Section 382 of the Code due to past and potential future ownership changes[177](index=177&type=chunk) [Risks Related to Product Development and Regulatory Approval](index=35&type=section&id=Risks%20Related%20to%20Product%20Development%20and%20Regulatory%20Approval) Business success depends on development and regulatory approval of TPST-1495 and amezalpat, facing risks like trial replication, patient enrollment, side effects, and uncertain FDA approval - The company's ability to generate revenue depends heavily on the successful development and commercialization of its lead product candidates, TPST-1495 and amezalpat, which is uncertain[178](index=178&type=chunk) - Positive results in early-stage clinical trials may not be replicated in later, larger trials, which is a common risk in the biotechnology industry[184](index=184&type=chunk)[186](index=186&type=chunk) - Potential difficulties in enrolling patients for clinical trials could cause delays and increase costs, potentially jeopardizing development programs[187](index=187&type=chunk)[189](index=189&type=chunk) [Risks Related to Commercialization and Manufacturing](index=43&type=section&id=Risks%20Related%20to%20Commercialization%20and%20Manufacturing) Commercial success is not guaranteed, facing risks from market acceptance, pricing uncertainty, reliance on third-party manufacturers, intense competition, and lack of sales infrastructure - Commercial success depends on market acceptance by providers, patients, and third-party payors, which is uncertain[217](index=217&type=chunk) - The company relies on third-party contract manufacturing organizations (CMOs) for its clinical supplies, which exposes it to risks of production delays, quality issues, and supply disruptions[226](index=226&type=chunk)[233](index=233&type=chunk) - The biopharmaceutical industry is intensely competitive, and competitors may have greater financial and technical resources, potentially developing more effective therapies or achieving regulatory approval sooner[228](index=228&type=chunk)[231](index=231&type=chunk) [Risks Related to Government Regulation](index=49&type=section&id=Risks%20Related%20to%20Government%20Regulation) Operating in a highly regulated environment, the company faces risks from lengthy FDA approval, healthcare legislation impacts, evolving data privacy laws, and anti-kickback regulations - The FDA regulatory approval process is lengthy, time-consuming, and unpredictable, with a high potential for delays or failure[250](index=250&type=chunk) - Recent and future healthcare legislation, such as the Inflation Reduction Act (IRA), may increase pricing pressure and the difficulty of commercializing products[269](index=269&type=chunk)[273](index=273&type=chunk) - The company is subject to numerous evolving data privacy and security laws in the U.S. and abroad (e.g., HIPAA, CCPA, GDPR), and non-compliance could lead to significant fines and reputational harm[281](index=281&type=chunk)[282](index=282&type=chunk)[286](index=286&type=chunk) [Risks Related to Our Intellectual Property](index=62&type=section&id=Risks%20Related%20to%20Our%20Intellectual%20Property) Success depends on obtaining and protecting intellectual property, facing risks from costly patenting, potential challenges, reliance on third-party licenses, infringement claims, and global IP enforcement - The company's commercial success depends on obtaining and maintaining strong patent protection, but the patenting process is expensive, time-consuming, and uncertain[316](index=316&type=chunk) - The company depends on intellectual property licensed from third parties, such as the Regents of the University of California, and could lose significant rights if these licenses are terminated or if disputes arise[318](index=318&type=chunk)[319](index=319&type=chunk) - The company may face third-party claims of intellectual property infringement, which could be expensive to defend and could block the commercialization of its product candidates[339](index=339&type=chunk)[341](index=341&type=chunk) [Risks Related to Ownership of Our Common Stock and Other General Matters](index=74&type=section&id=Risks%20Related%20to%20Ownership%20of%20Our%20Common%20Stock%20and%20Other%20General%20Matters) Stockholders face risks from high stock price volatility, reduced liquidity post-reverse split, thin trading, reduced disclosure as a smaller reporting company, and anti-takeover provisions - The market price of the company's common stock has been and is likely to continue to be highly volatile[371](index=371&type=chunk) - The **1-for-13** reverse stock split effective April 8, 2025, may reduce trading liquidity and there is no assurance it will maintain a higher stock price[376](index=376&type=chunk) - The company has a stockholder rights plan (a 'poison pill') and other anti-takeover provisions that could discourage or prevent an acquisition[392](index=392&type=chunk)[395](index=395&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=81&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) The company reported no unregistered sales of equity securities during the period - None[402](index=402&type=chunk) [Item 3. Defaults Upon Senior Securities](index=81&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) This item is not applicable - Not applicable[403](index=403&type=chunk) [Item 4. Mine Safety Disclosures](index=81&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable - Not applicable[404](index=404&type=chunk) [Item 5. Other Information](index=81&type=section&id=Item%205.%20Other%20Information) The company entered into success bonus agreements with key executives, contingent on a change in control before January 31, 2026, and amended the Corporate Controller's offer letter - The company entered into success bonus agreements with key executives, totaling **$725,000** in aggregate, contingent upon a change in control occurring before January 31, 2026[84](index=84&type=chunk)[405](index=405&type=chunk) [Item 6. Exhibits](index=82&type=section&id=Item%206.%20Exhibits) This section lists all exhibits filed with or incorporated by reference into the Form 10-Q, including corporate governance documents, material agreements, and certifications

Core Viewpoint - Tempest Therapeutics, Inc. reported progress in its clinical oncology portfolio, including the clearance to initiate a pivotal trial of amezalpat combination therapy for first-line hepatocellular carcinoma (HCC) in China, and is actively exploring strategic alternatives to maximize value for stockholders and patients [2][5]. Recent Highlights - Clearance received to proceed with pivotal trial of amezalpat combination therapy for first-line HCC in China [5]. - Orphan drug designation granted by the European Medicines Agency (EMA) for amezalpat for HCC treatment [5]. - New mechanism-of-action data for amezalpat presented at the 2025 AACR Annual Meeting [5]. - Orphan Drug designation granted by the FDA for TPST-1495 for familial adenomatous polyposis (FAP) [5]. Financial Results Second Quarter 2025 - Cash and cash equivalents decreased to $14.3 million from $30.3 million as of December 31, 2024, primarily due to cash used in operating activities [6]. - Net loss for the quarter was $7.9 million, with a net loss per share of $2.07, compared to a net loss of $9.6 million and $5.52 per share for the same period in 2024 [6][15]. - Research and development expenses were $3.9 million, down from $5.8 million in the same quarter of 2024 [6]. - General and administrative expenses increased to $4.1 million from $3.7 million in the same period of 2024, mainly due to one-time separation costs [7]. Year-to-Date - For the six months ended June 30, 2025, net loss was $18.7 million, with a net loss per share of $5.17, compared to $17.5 million and $10.15 per share for the same period in 2024 [11]. - Research and development expenses for the six months were $11.5 million, up from $10.2 million in 2024 [11]. - General and administrative expenses remained stable at $7.4 million compared to the same period in 2024 [11]. Balance Sheet Overview - Total assets decreased to $24.5 million as of June 30, 2025, from $41.5 million at the end of 2024 [13]. - Current liabilities decreased to $7.1 million from $14.2 million as of December 31, 2024 [13]. - Stockholders' equity decreased to $9.8 million from $19.1 million at the end of 2024, with an accumulated deficit of $225.8 million [13].

[Business Highlights](index=1&type=section&id=Business%20Highlights) Tempest Therapeutics achieved significant clinical and regulatory milestones for its oncology pipeline, including pivotal trial clearances and orphan drug designations, while pursuing strategic alternatives and strengthening its cash position - Received clearance to proceed with a pivotal trial of amezalpat combination therapy for first-line hepatocellular carcinoma (HCC) in China, expanding on previous clearances from the FDA (U.S.) and EMA (Europe)[3](index=3&type=chunk)[5](index=5&type=chunk)[6](index=6&type=chunk) - Amezalpat was granted orphan drug designation by the European Medicines Agency (EMA) for treating HCC[5](index=5&type=chunk)[7](index=7&type=chunk) - TPST-1495 received Orphan Drug designation from the FDA for the treatment of familial adenomatous polyposis (FAP)[5](index=5&type=chunk)[7](index=7&type=chunk) - The company is actively engaged in a strategic alternatives process and has implemented cost-cutting measures to maximize stockholder value[3](index=3&type=chunk)[7](index=7&type=chunk) - Strengthened its cash position with a **$4.6 million** registered direct offering of common stock in June 2025[7](index=7&type=chunk) [Financial Results](index=2&type=section&id=Financial%20Results) Tempest Therapeutics reported an improved net loss in Q2 2025, ending with **$14.3 million** cash, driven by reduced R&D expenses and strategic reprioritization [Second Quarter 2025](index=2&type=section&id=Second%20Quarter%202025) Q2 2025 financial performance is detailed, focusing on cash position, net loss, and shifts in R&D and G&A expenses - Ended Q2 2025 with **$14.3 million** in cash and cash equivalents, a decrease from **$30.3 million** at the end of 2024. The decrease was primarily due to cash used in operations, partially offset by proceeds from stock offerings[7](index=7&type=chunk) Q2 2025 vs Q2 2024 Financial Performance | Metric | Q2 2025 (USD) | Q2 2024 (USD) | Change | | :--- | :--- | :--- | :--- | | Net Loss | $7.9 million | $9.6 million | Decreased | | Net Loss Per Share | $2.07 | $5.52 | Decreased | | R&D Expenses | $3.9 million | $5.8 million | Decreased | | G&A Expenses | $4.1 million | $3.7 million | Increased | - The **$1.9 million** decrease in R&D expenses was primarily due to a reduction in costs as the company re-prioritized efforts towards exploring strategic alternatives[7](index=7&type=chunk) - The **$0.4 million** increase in G&A expenses was mainly related to one-time separation costs for terminated employees[7](index=7&type=chunk) [Year-to-Date (Six Months Ended June 30, 2025)](index=3&type=section&id=Year-to-Date%20(Six%20Months%20Ended%20June%2030%2C%202025)) Year-to-date financial performance is presented, detailing cash usage, net loss, and changes in R&D and G&A expenses - Cash used in operating activities for the first six months of 2025 was **$16.5 million**[11](index=11&type=chunk) YTD 2025 vs YTD 2024 Financial Performance | Metric | YTD 2025 (USD) | YTD 2024 (USD) | Change | | :--- | :--- | :--- | :--- | | Net Loss | $18.7 million | $17.5 million | Increased | | Net Loss Per Share | $5.17 | $10.15 | Decreased | | R&D Expenses | $11.5 million | $10.2 million | Increased | | G&A Expenses | $7.4 million | $7.4 million | Unchanged | - The **$1.3 million** increase in YTD R&D expenses was primarily due to costs from contract research and manufacturing organizations in preparation for the pivotal Phase 3 trial of amezalpat[11](index=11&type=chunk) [Financial Statements](index=5&type=section&id=Financial%20Statements) Consolidated financial statements detail the balance sheet, showing **$24.5 million** in total assets, and the statement of operations [Consolidated Balance Sheets](index=5&type=section&id=Consolidated%20Balance%20Sheets) Consolidated balance sheets summarize key asset, liability, and equity figures for June 30, 2025, and December 31, 2024 Balance Sheet Summary (in thousands) | Account | June 30, 2025 | Dec 31, 2024 | | :--- | :--- | :--- | | **Cash and cash equivalents** | **$14,280** | **$30,268** | | Total current assets | $15,103 | $31,474 | | **Total assets** | **$24,484** | **$41,488** | | Total current liabilities | $7,141 | $14,220 | | **Total liabilities** | **$14,701** | **$22,362** | | **Total stockholders' equity** | **$9,783** | **$19,126** | - Total assets decreased by **41%** from December 31, 2024, to June 30, 2025, primarily driven by a **53%** reduction in cash and cash equivalents[14](index=14&type=chunk) [Consolidated Statements of Operations](index=6&type=section&id=Consolidated%20Statements%20of%20Operations) Consolidated statements of operations detail R&D, G&A expenses, operating loss, and net loss for Q2 and YTD 2025 and 2024 Statement of Operations Summary (in thousands) | Account | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :--- | :--- | :--- | :--- | :--- | | Research and development | $3,871 | $5,837 | $11,498 | $10,177 | | General and administrative | $4,095 | $3,745 | $7,404 | $7,379 | | **Operating loss** | **($7,966)** | **($9,582)** | **($18,902)** | **($17,556)** | | **Net loss** | **($7,870)** | **($9,570)** | **($18,730)** | **($17,474)** | | **Net loss per share** | **($2.07)** | **($5.52)** | **($5.17)** | **($10.15)** | [About Tempest Therapeutics](index=3&type=section&id=About%20Tempest%20Therapeutics) Tempest Therapeutics is a clinical-stage biotechnology company developing small molecule cancer treatments via tumor-targeted and immune-mediated mechanisms - Tempest is a clinical-stage biotechnology company developing small molecule product candidates for cancer treatment[9](index=9&type=chunk) - The company's portfolio utilizes tumor-targeted and/or immune-mediated mechanisms[9](index=9&type=chunk) - Programs range from early research to a later-stage randomized global study in first-line cancer patients[9](index=9&type=chunk) [Forward-Looking Statements](index=3&type=section&id=Forward-Looking%20Statements) This section provides a legal disclaimer for forward-looking statements, outlining risks for future plans and product development - The press release includes forward-looking statements concerning the company's evaluation of strategic alternatives and the anticipated therapeutic benefit and regulatory development of its product candidates[10](index=10&type=chunk)[12](index=12&type=chunk) - Identified risks include capital market volatility, the company's ability to operate as a going concern, the availability and success of strategic transactions, and unexpected safety or efficacy data from clinical trials[12](index=12&type=chunk)