Tempest Therapeutics Secures Lifeline Funding Amid Strategic Pivot

BRISBANE, CA – November 25, 2025 – Clinical-stage biotech firm Tempest Therapeutics, Inc. (Nasdaq: TPST) has secured a critical financial lifeline, announcing a registered direct offering and concurrent private placement that could raise up to $8.35 million. The deal provides an immediate infusion of approximately $4.25 million, buying precious time for a company that was facing an imminent liquidity crisis and undergoing a significant strategic transformation.

The financing comes just weeks after the company’s own regulatory filings cast “substantial doubt about its ability to continue as a going concern.” This capital raise, therefore, is less a routine financial maneuver and more a foundational move for survival, allowing Tempest to continue its work in oncology while navigating a newly charted course.

Anatomy of the Deal

The agreement was made with a single, unnamed healthcare-focused institutional investor, a structure that often suggests targeted confidence in a company’s underlying science or strategic direction. Tempest will sell 1,172,414 shares of its common stock at a price of $3.625 per share. The offering was priced “at-the-market” under Nasdaq rules, a detail that reflects the stock's recent, and severe, volatility.

In a concurrent private placement, the company will also issue short-term warrants to purchase an additional 1,172,414 shares at an exercise price of $3.50 per share. If fully exercised, these warrants could bring in an additional $4.1 million in gross proceeds. The warrants become immediately exercisable and will expire eighteen months after the resale registration becomes effective, providing a future potential source of capital contingent on the company’s performance.

The timing and pricing of the deal are telling. Just over a week ago, on November 17, Tempest stock closed at $9.38. It then plummeted, closing at $3.50 on November 21. The offering price of $3.625, while not a discount to the most recent closing prices, is a steep drop from its valuation just days prior, indicating the deal was executed from a position of financial necessity. The transaction was managed by H.C. Wainwright & Co., a well-known investment bank that specializes in financing for the life sciences sector, lending experienced execution to the critical capital raise.

The High Cost of Survival

For a clinical-stage company with no product revenue, cash is oxygen. Tempest’s recent financial reports painted a stark picture. As of September 30, 2025, the company had only $7.5 million in cash and cash equivalents, while its average quarterly cash burn rate for operations was approximately $7.7 million. Without new funding, operations would have ceased imminently.

While the infusion provides a much-needed operational runway, it comes at a significant cost to existing shareholders. Based on the 4.44 million shares outstanding as of late October, the immediate sale of 1.17 million new shares represents a substantial 26.4% dilution. Should the warrants be fully exercised in the future, the total potential dilution for current shareholders could exceed 50%. This trade-off—exchanging equity for survival—is a common but painful reality for many development-stage biotechs in a challenging capital market. The proceeds, according to the company, will be used for working capital and general corporate purposes, essentially to keep the lights on and fund ongoing research and development.

A Pipeline at a Crossroads

The funding is critical for advancing a pipeline headlined by a promising, Phase 3-ready asset. Tempest’s lead candidate, amezalpat (TPST-1120), is a first-in-class oral PPARα antagonist for the first-line treatment of unresectable or metastatic hepatocellular carcinoma (HCC), the most common form of liver cancer. In a randomized Phase 1b/2 study, a combination therapy including amezalpat demonstrated a clinically meaningful six-month improvement in median overall survival compared to the current standard of care (21 months vs. 15 months).

With positive feedback on its pivotal trial design from both the FDA and the European Medicines Agency, amezalpat is poised for late-stage development. However, the high cost of a global Phase 3 trial has been an insurmountable barrier. The company had previously announced it was exploring strategic alternatives, including partnerships, to fund this crucial next step. This new capital, while not enough to launch the trial independently, ensures the company can continue to support the amezalpat program while seeking a major partner to carry it forward.

A Strategic Pivot to CAR-T

Adding another layer of complexity and strategy to the financing is Tempest’s recent, and transformative, corporate development. Just days before the offering was announced, news emerged that Tempest is acquiring four chimeric antigen receptor T-cell (CAR-T) therapy programs from the private firm Factor Bioscience in an all-stock transaction. This move signals a major strategic pivot for the company.

The acquisition is designed to dramatically reshape Tempest’s focus and extend its operational runway into mid-2027, with Factor Bioscience's CEO slated to take the helm at Tempest. The capital raised in this offering is therefore not just to support the legacy pipeline but to facilitate this integration and fund the initial development of these newly acquired cell therapy assets. This pivot into the highly competitive but potentially lucrative CAR-T space fundamentally alters Tempest’s investment thesis and long-term vision.

With fresh capital in hand, Tempest has successfully navigated away from the immediate financial cliff. The company now has the breathing room to pursue a dual strategy: seek a partner for its valuable, late-stage liver cancer asset, amezalpat, while simultaneously building a new future in the cutting-edge field of CAR-T cell therapy. The path ahead remains fraught with clinical and financial challenges, but for now, the company has secured the resources to continue its fight against cancer on multiple fronts.