Tempest Therapeutics registers 8.9 million shares for Lincoln Park equity line

Tempest Therapeutics filed an S-1 on August 21, 2026, registering up to 8,910,579 shares of common stock for resale by Lincoln Park Capital Fund, LLC. The offering covers up to 8,910,579 shares of common stock by Lincoln Park, described as the Selling Stockholder.¹

The shares stem from a common stock purchase agreement dated August 13, 2026. Tempest may receive up to $25 million in initial gross proceeds, which automatically increases by another $25 million once the initial amount is fully funded, for a total available amount of up to $50 million.¹ The registered shares also include 560,356 Initial Commitment Shares already issued to Lincoln Park, plus 350,223 Additional Commitment Shares to be issued later, both as consideration for Lincoln Park's purchase commitment.¹

Tempest will not receive proceeds from Lincoln Park's resale of shares, but may receive proceeds when it sells shares to Lincoln Park directly. Any proceeds from such sales will be used for working capital and general corporate purposes.¹

On pricing, shares sold in Regular Purchases will be priced at 97% of the lower of the lowest sale price on the purchase date or the average of the three lowest closing prices over the prior 10 business days.¹ Assuming an August 20, 2026 closing price of $1.02, sale of the full 8,000,000 shares available for resale would generate approximately $8,160,000 in gross proceeds.¹

On the business itself, Tempest describes itself as a clinical-stage biotechnology company advancing CAR-T candidates including lead program TPST-4003, a dual-targeting CD19/BCMA in vivo CAR-T candidate, and TPST-2003, an autologous CD19/BCMA CAR-T therapy in development for relapsed or refractory multiple myeloma and POEMS syndrome, following a February 2026 acquisition.¹ As of the filing, 16,539,767 shares of common stock were outstanding prior to this offering.¹