The effectiveness of this S-3 shelf enables immediate resale of ~2.4M shares by selling stockholders, creating a persistent overhang on a $17M market cap stock. Monitor for any Form 4 filings or volume spikes indicating selling has begun. The company's cash runway and clinical catalysts (TPST-1120 data) will determine whether this overhang is absorbed or weighs on the stock.
Price Chart
Executive Summary
Tempest Therapeutics' S-3 registration statement (File No. 333-297061) became effective on July 7, 2026, enabling the resale of up to 2,426,897 shares of common stock by selling stockholders, including shares underlying warrants from a May 2026 inducement transaction. This adds near-term overhang of ~15% dilution on the current 15.98M outstanding shares, though the company will not receive proceeds from resales.
Key Facts
- S-3 registration (File No. 333-297061) became effective on July 7, 2026
- Registration covers 2,426,897 shares for resale by selling stockholders
- Shares include 2,344,828 shares underlying New Warrants at $1.73 exercise price and 82,069 Placement Agent Warrants at $2.1625
- Company will not receive proceeds from share resales; could receive up to ~$4.23M if all warrants exercised for cash
- Potential dilution of ~15% on 15.98M outstanding shares
- This is the third S-3 shelf to go effective in ~100 days (prior S-3s from April 2 and March 30, 2026)
Financial Impact
Up to 2.4M shares (~15% dilution) can now be resold into the market; company may receive up to ~$4.23M from warrant exercises
Risk Factors
- Immediate overhang from up to 2.4M shares eligible for resale (~15% dilution)
- Multiple S-3 shelves now effective, increasing aggregate potential dilution
- Low market cap ($17M) makes stock vulnerable to selling pressure from any single large block
Market Snapshot
Investment Themes
Documents Analyzed
This report is based on 3 SEC documents filed with EDGAR.
| Document | Accession Number |
|---|---|
| EFFECT Filing (Primary) | 9999999995-26-002212 |
| Document: 9999999995-26-002212-index.html | 9999999995-26-002212 |
| Document: 9999999995-26-002212.txt | 9999999995-26-002212 |
Filters
| Type | Now | ||||
|---|---|---|---|---|---|
Oct 26, 2026 today | DEF 14A | — | awaiting T+20 | — | — |
Oct 20, 2026 6d ago | DEFA14A | $0.5282 | awaiting T+20 | — | $0.5100 (−3.45%) |
Oct 20, 2026 6d ago | 8-K | $0.5282 | awaiting T+20 | — | $0.5100 (−3.45%) |
Oct 19, 2026 7d ago | 8-K | $0.5762 | awaiting T+20 | — | $0.5100 (−11.49%) |
Oct 2, 2026 24d ago | EFFECT | $0.8112 | awaiting T+20 | — | $0.5100 (+37.13%) |
Sep 25, 2026 4w ago | S-3 | $0.8316 $0.5102 | ▲ +38.65% | ▲ +38.62% | $0.5100 (+38.67%) |
Sep 17, 2026 5w ago | 8-K | $0.9680 $0.6240 | ▼ −35.54% | ▼ −35.74% | $0.5100 (−47.31%) |
Sep 16, 2026 5w ago | DEFA14A | $0.8950 $0.6350 | ▼ −29.05% | ▼ −30.51% | $0.5100 (−43.02%) |
Sep 16, 2026 5w ago | 8-K | $0.8950 $0.6350 | ▼ −29.05% | ▼ −30.51% | $0.5100 (−43.02%) |
Sep 11, 2026 6w ago | Press Release | $0.8117 $0.7601 | ▲ +6.36% | ▲ +8.23% | $0.5100 (+37.17%) |
US Market Status
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