Monitor for any takedown announcements or warrant exercise notices from selling stockholders; the large overhang may pressure the stock until the registration is utilized or expires. Watch for any concurrent capital raise or business update that could offset dilution concerns.
Price Chart
Executive Summary
The SEC declared effective Tempest Therapeutics' S-3 registration statement (File No. 333-299142) on October 1, 2026, enabling selling stockholders to resell up to 9,534,164 shares of common stock underlying pre-funded warrants, Series C/D warrants, and placement agent warrants issued in a September 2026 private placement. The company receives no proceeds from resales but may receive cash upon warrant exercises; the effectiveness creates near-term overhang from up to 9.5M potential shares entering the market.
Key Facts
- Effectiveness date: October 1, 2026 for S-3 File No. 333-299142
- Registration covers up to 9,534,164 shares of common stock for resale by selling stockholders
- Shares include 3,105,591 from pre-funded warrants, 3,105,591 from Series C warrants, 3,105,591 from Series D warrants, and 217,391 from placement agent warrants
- Company receives no proceeds from share resales; may receive cash only if warrants are exercised
- Warrants were issued in a September 11, 2026 private placement with H.C. Wainwright as placement agent
- Prior S-3 filed June 26, 2026 registered 2,426,897 shares; this filing adds substantially more potential dilution
Financial Impact
Up to 9.5M shares of potential dilution on an estimated ~16M outstanding base (~60% potential dilution); no immediate cash inflow to the company from resales
Risk Factors
- Significant potential dilution (~60% of current outstanding shares) from registered resale shares
- No company proceeds from resales, only from warrant exercises which are optional
- Overhang may suppress stock price until selling stockholders complete dispositions
Investment Themes
Documents Analyzed
This report is based on 3 SEC documents filed with EDGAR.
| Document | Accession Number |
|---|---|
| EFFECT Filing (Primary) | 9999999995-26-003135 |
| Document: 9999999995-26-003135-index.html | 9999999995-26-003135 |
| Document: 9999999995-26-003135.txt | 9999999995-26-003135 |
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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