---
title: "Tempest Therapeutics prices $6.25 registered direct offering"
url: "https://aibio.space/news/tempest-therapeutics-prices-6-25-registered-direct-offering-expects-4/"
publisher: "aibio.space (Biotech Investor Relations News)"
date: "2025-06-12"
section: "Financings"
tickers: "NASDAQ:TPST"
source: "https://www.sec.gov/Archives/edgar/data/1544227/000119312525139623/d14857d424b5.htm"
summary: "Tempest sold 405,000 shares and prefunded warrants for 334,000 shares to one institutional investor at $6.25 each, for about $4.1 million net. The company'"
---

By the aibio.space news desk.

Sources

- [Tempest Therapeutics, Inc. 424B5 (2025-06-12)](https://www.sec.gov/Archives/edgar/data/1544227/000119312525139623/d14857d424b5.htm)
- [d908664d8k.htm](https://www.sec.gov/Archives/edgar/data/1544227/000119312525139899/d908664d8k.htm)
- [Tempest Therapeutics, Inc. 10-K (2025-03-27): business](https://www.sec.gov/Archives/edgar/data/1544227/000095017025046144/tpst-20241231.htm)

[TPST](https://aibio.space/companies/tempest-therapeutics/)

2025-06-12

# Tempest Therapeutics prices $6.25 registered direct offering, expects $4.1 million net

Tickers [TPST](https://aibio.space/companies/tempest-therapeutics/)

Tempest sold 405,000 shares and prefunded warrants for 334,000 shares to one institutional investor at $6.25 each, for about $4.1 million net. The company's cash estimate runs only into the second quarter of 2026, and it is exploring strategic alternatives.

## Key facts

- **Company**: Tempest Therapeutics, Inc. (NASDAQ: TPST)

- **News type**: Financings

- **Primary source**: [Tempest Therapeutics, Inc. 424B5 (2025-06-12)](https://www.sec.gov/Archives/edgar/data/1544227/000119312525139623/d14857d424b5.htm)

*An empty boardroom with a long table. CC0, via rawpixel. The picture shows the field, not the companies named.*

## The offering

Tempest Therapeutics, Inc. agreed on June 11, 2025 to sell 405,000 shares of common stock, and prefunded warrants to buy 334,000 shares, to a single institutional investor in a registered direct offering. The shares sell for $6.25 each. Each prefunded warrant sells for $6.249, with an exercise price of $0.001. The total offering price is $4,618,416.

H.C. Wainwright & Co., LLC is the exclusive placement agent, for a cash fee of 6.0% of gross proceeds plus expenses. The company puts the placement agent fees at $277,125. Proceeds before expenses are $4,341,291, and the company estimates net proceeds of about $4.1 million. Delivery was expected on or about June 12, 2025.

## The shelf limit

Tempest's public float was $33,059,868 as of June 10, 2025. That figure is based on 3,693,840 shares held by non-affiliates at $8.95 a share. Because the float is below $75.0 million, the company can sell no more than one-third of it, or $11,019,956, in any 12 calendar months. The company says it had already sold $2,689,261 of securities under that rule in the prior 12 calendar months.

The last reported sale price on the Nasdaq Capital Market on June 10, 2025 was $8.88 a share. The $6.25 offering price is below that level.

## The pipeline

Tempest describes itself as a clinical-stage biotechnology company with targeted and immune-mediated cancer candidates. Its lead program is amezalpat, previously known as TPST-1120, an oral small molecule that selectively blocks PPAR alpha. The company's March 2025 annual report said amezalpat was poised to begin a pivotal study in first-line liver cancer, hepatocellular carcinoma. The June 2025 prospectus supplement says it is ready to begin that study, "subject to the need for additional resources."

The efficacy claim rests on one randomized Phase 1b/2 study. The company reported in June 2024 a six-month improvement in median overall survival, with a hazard ratio of 0.65, when amezalpat was combined with atezolizumab and bevacizumab against those two drugs alone. The company says the benefit held in subgroups, including patients with PD-L1 negative disease. The subgroup results are the company's own description.

The planned Phase 3 trial would use overall survival as the primary endpoint. The FDA agreed to a pre-specified early efficacy analysis that could cut the time to the primary readout by up to eight months. The FDA granted orphan drug designation in January 2025 and Fast Track designation in February 2025.

The second clinical candidate, TPST-1495, is a small molecule that blocks two prostaglandin E2 receptors, EP2 and EP4. The company plans to test it in familial adenomatous polyposis, a rare genetic disorder, with a Phase 2 study expected in 2025.

## Strategic alternatives and cash

In April 2025 the company announced plans to explore a full range of strategic alternatives. It says the proceeds will mainly support that process, along with working capital and general corporate purposes. Tempest believes the proceeds and its current cash will fund operating expenses and capital spending into the second quarter of 2026. The company says that estimate rests on assumptions that may prove to be incorrect.

The prospectus does not give a cash balance. It reports net tangible book value of $11.1 million, or $3.16 per share, at March 31, 2025, and 3,519,602 shares outstanding then.

## Costs, counsel and open questions

Cooley LLP will pass on the validity of the securities, and Haynes and Boone LLP of New York acts for the placement agent. Beyond the 6.0% fee, Tempest will pay the agent $50,000 for its counsel and other expenses and $15,950 for clearing. It estimates other offering expenses at approximately $225,000 and owes a tail fee if an investor the agent brought over the wall funds the company within 12 months. Tempest also agreed to a 90-day lock-up. The filing does not name the investor, and does not say whether the strategic alternatives process will lead to a sale, a merger or a partnership.

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## Companies in this story

TPST

Tempest Therapeutics, Inc.

NASDAQ · United States

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Source page: https://aibio.space/news/tempest-therapeutics-prices-6-25-registered-direct-offering-expects-4/. Facts in aibio.space stories are checked against company filings and releases; opinion is labelled. Cite as: aibio.space, "Tempest Therapeutics prices $6.25 registered direct offering", 2025-06-12, https://aibio.space/news/tempest-therapeutics-prices-6-25-registered-direct-offering-expects-4/
