Tempest Therapeutics signs up to $50 million stock purchase deal with Lincoln Park Capital

Tempest Therapeutics disclosed in an 8-K filing that on August 13, 2026 it entered into a purchase agreement and a registration rights agreement with Lincoln Park Capital Fund, LLC. Under the deal, Lincoln Park has committed to purchase up to $50.0 million of Tempest's common stock, starting with an initial available amount of $25.0 million that steps up by another $25.0 million once certain conditions are met.¹

The company controls whether and when to sell shares. Tempest has the right, but not the obligation, to sell stock to Lincoln Park, while Lincoln Park is obligated to buy shares once Tempest directs it to, subject to conditions in the agreement.¹ Sales can take place over as long as 24 months starting once initial conditions, including effectiveness of a resale registration statement, are met.¹ Tempest agreed to file that registration statement with the SEC within 10 days of signing the agreements.¹

On regular trading days once the arrangement is active, Tempest can ask Lincoln Park to buy up to 60,000 shares per purchase date, as long as the stock's Nasdaq closing price that day meets a floor price set in the agreement.¹ That per-purchase cap can rise to 70,000 and then 80,000 shares if the stock trades above certain price thresholds, though no single regular purchase can exceed $500,000.¹ The company can also request larger "accelerated" and "additional accelerated" purchases under separate pricing terms, as described in the agreement once it has directed Lincoln Park to buy the maximum shares available in a regular purchase¹.

Nasdaq rules cap total shares issuable to Lincoln Park at 19.99% of shares outstanding before the deal was signed, unless stockholders approve a higher limit or the average sale price meets or exceeds $1.3854 per share.¹ Lincoln Park's stake cannot exceed 4.99% of outstanding shares at any point.¹

As compensation for the commitment, Tempest agreed to issue Lincoln Park 560,356 shares immediately and another 350,223 shares once the initial $25.0 million is fully drawn.¹ Tempest may terminate the agreement at any time with one business day's notice and no penalty.¹