The dominant selling stockholder (Armistice Capital) holds pre-funded warrants exercisable immediately at $0.001/share, meaning they can begin selling into the market as soon as the S-3 is declared effective. The ~56% overhang relative to current float creates persistent downward pressure. Monitor for stockholder approval vote on the Common Warrants (required within 90 days of September 11) — if approved, an additional 6.2M shares become exercisable at $0.805, adding further overhang. The company's going concern disclosure and reliance on this financing suggest limited operational runway without additional capital.
Price Chart
Executive Summary
Tempest Therapeutics filed an S-3 registration statement to register up to 9,534,164 shares of common stock for resale by selling stockholders, primarily Armistice Capital Master Fund Ltd. The shares are issuable upon exercise of pre-funded warrants, Series C/D warrants, and placement agent warrants issued in a September 11, 2026 private placement that closed on September 15, 2026. The company will not receive proceeds from the resale but could receive up to ~$5.22 million if all warrants are exercised for cash. The registration creates significant near-term overhang — the registered shares represent ~56% of currently outstanding shares (16,889,767), and the dominant holder (Armistice Capital) can begin selling immediately on the pre-funded warrant shares.
Key Facts
- S-3 filed September 25, 2026 registering up to 9,534,164 shares for resale by selling stockholders
- Shares consist of 3,105,591 pre-funded warrant shares, 3,105,591 Series C warrant shares, 3,105,591 Series D warrant shares, and 217,391 placement agent warrant shares
- Current shares outstanding: 16,889,767 as of September 21, 2026; fully diluted would be 26,423,931
- Armistice Capital Master Fund Ltd. is the dominant selling stockholder, offering up to 9,316,773 of the 9,534,164 total registered shares
- Pre-funded warrants exercisable immediately at $0.001/share; Common Warrants require stockholder approval before exercise
- Company will receive no proceeds from resale; could receive ~$5.22 million gross if all warrants exercised for cash
- Closing price on September 24, 2026 was $0.85 per share
- Combined purchase price per Pre-Funded Warrant and accompanying Common Warrants was $0.804
- Common Warrants exercise price: $0.805 per share; Placement Agent Warrants exercise price: $1.0063 per share
- Ernst & Young's audit report on the 2025 financial statements includes a going concern explanatory paragraph
Financial Impact
Registered shares represent ~56% dilution relative to current outstanding shares (9.53M registered vs 16.89M outstanding). Maximum potential cash proceeds to company from warrant exercise is ~$5.22 million, but this is contingent and uncertain.
Risk Factors
- Immediate selling pressure from pre-funded warrant shares once S-3 becomes effective
- Additional 6.2M shares from Common Warrants contingent on stockholder approval — approval would add further overhang
- Company has going concern uncertainty per the 2025 audit report, indicating limited cash runway
- Low stock price ($0.85) near warrant exercise prices ($0.805) creates risk of further dilution if stock declines
- Placement agent warrants at $1.0063 are out-of-the-money and unlikely to be exercised for cash
Investment Themes
Documents Analyzed
This report is based on 7 SEC documents filed with EDGAR.
| Document | Accession Number |
|---|---|
| S-3 Filing (Primary) | 0001213900-26-103526 |
| Document: ea030662601ex-fee.htm | 0001213900-26-103526 |
| Document: ea030662601ex5-1.htm | 0001213900-26-103526 |
| Document: ea030662601ex23-1.htm | 0001213900-26-103526 |
| Document: 0001213900-26-103526-index-headers.html | 0001213900-26-103526 |
| Document: 0001213900-26-103526-index.html | 0001213900-26-103526 |
| Document: 0001213900-26-103526.txt | 0001213900-26-103526 |
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%) |
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