Tempest Therapeutics files Form D for $7.5 million private placement

Tempest Therapeutics, Inc., based in Brisbane, California, filed a Form D with the Securities and Exchange Commission disclosing a private securities offering. The filing lists the date of first sale as September 15, 2026, and is marked as a new notice rather than an amendment.¹

The offering covered 3,105,591 pre-funded warrants along with an equal number of Series C and Series D warrants, including the common stock underlying those warrants, at a combined exercise price of $0.804.¹ The total offering amount and total amount sold were each reported as $7,500,000, with nothing remaining to be sold.¹ That total excludes separate placement agent warrants disclosed elsewhere in the filing.¹

As of the filing, one investor had participated in the offering.¹ H.C. Wainwright & Co., LLC, located in New York, is named as a recipient of sales compensation.¹ Tempest disclosed $225,000 in estimated sales commissions, consisting of a cash placement fee equal to 7.0% of gross proceeds, reimbursement of $50,000 in legal fees, and warrants exercisable upon stockholder approval to purchase 217,391 shares of common stock at $1.0063 per share.¹

The offering was made under the Rule 506(b) exemption from registration.¹ Tempest indicated the offering was not made in connection with a business combination transaction such as a merger or acquisition.¹

The Form D was signed by Matthew Angel, President and Chief Executive Officer of Tempest Therapeutics¹, with a signature date of October 13, 2026.¹