Tempest Announces Up To $8.35 Million Registered Direct Offering of Common Stock and Concurrent Private Placement of Warrants Priced At-the-Market Under Nasdaq Rules

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].