The S-3 registration converts warrant overhang into freely tradable shares. Monitor for stockholder approval (needed for warrant exercisability) and any subsequent selling by Sabby, the dominant holder. The company's going-concern status and need for capital suggest additional future dilution is likely beyond this registration.
Price Chart
Executive Summary
Tempest Therapeutics filed an S-3 registration statement to register 2,426,897 shares of common stock for resale by selling stockholders, consisting of shares underlying New Warrants (2,344,828 shares at $1.73 exercise price) and Placement Agent Warrants (82,069 shares at $2.1625 exercise price) issued in a May 28, 2026 warrant inducement transaction. The company will not receive proceeds from share resales but could receive up to ~$4.23M if all warrants are exercised for cash; however, the registration enables near-term overhang from up to 2.4M potential shares entering the market, representing ~15% dilution on the current 15.98M outstanding shares.
Key Financial Metrics
Key Facts
- S-3 registers up to 2,426,897 shares for resale by selling stockholders, primarily Sabby Volatility Warrant Master Fund (2,344,828 shares of New Warrants).
- New Warrants have $1.73 exercise price, become exercisable upon stockholder approval, expire May 29, 2028; Placement Agent Warrants at $2.1625.
- Company received ~$2.03M cash from exercise of Existing Warrants at $1.73 on 1,172,414 shares on May 28, 2026.
- If all Warrants exercised for cash, gross proceeds to company would be ~$4.23M for working capital.
- Maximum share count would increase from 15,979,411 to 18,406,308 — dilution of ~15.2%.
- Last closing price $1.05 on June 25, 2026; market cap ~$18M.
- Auditor Ernst & Young included going-concern qualification in 10-K for year ended Dec 31, 2025.
- 10-Q shows accumulated deficit and need for additional capital to fund operations.
Financial Impact
Potential ~$4.23M cash proceeds if all warrants exercised; registration alone creates ~15% share overhang risk on $18M market cap.
Risk Factors
- Near-term selling pressure from resale registration of up to 2.4M shares (~15% of outstanding).
- Going-concern qualification in 10-K indicates high risk of further dilutive financing.
- Warrant exercises depend on stockholder approval and market price above $1.73/$2.1625.
Market Snapshot
Investment Themes
Documents Analyzed
This report is based on 7 SEC documents filed with EDGAR.
| Document | Accession Number |
|---|---|
| S-3 Filing (Primary) | 0001193125-26-285430 |
| Document: d135184dexfilingfees.htm | 0001193125-26-285430 |
| Document: d135184dex51.htm | 0001193125-26-285430 |
| Document: d135184dex231.htm | 0001193125-26-285430 |
| Document: 0001193125-26-285430-index-headers.html | 0001193125-26-285430 |
| Document: 0001193125-26-285430-index.html | 0001193125-26-285430 |
| Document: 0001193125-26-285430.txt | 0001193125-26-285430 |
Filters
| Type | Now | ||||
|---|---|---|---|---|---|
Oct 26, 2026 today | DEF 14A | $0.5102 | awaiting T+20 | — | $0.5100 (+0.04%) |
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 25d 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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