Tempest Therapeutics, Inc. has secured a capital infusion mechanism through a purchase agreement with Lincoln Park Capital Fund, LLC, committing to buy up to $50.0 million of the company’s common stock. The deal, executed on August 13, 2026, provides Tempest with flexible access to equity funding over a 24-month period, starting with an initial available amount of $25.0 million.

The agreement includes a registration rights agreement, ensuring that shares issued to Lincoln Park can be resold in the public market. Tempest has agreed to file a registration statement with the Securities and Exchange Commission (SEC) within 10 days of the execution date.

Deal Structure and Terms

The transaction is structured as an at-the-market offering, giving Tempest the right, but not the obligation, to sell shares at its sole discretion. Key terms include:

• Total Commitment: Up to $50.0 million.
• Initial Availability: $25.0 million.
• Additional Amount: An automatic increase of $25.0 million, subject to limitations and satisfaction of conditions.
• Duration: Up to 24 months from the Commencement Date.
• Commencement Date: Defined as the date when all conditions, including the effectiveness of the SEC registration statement, are satisfied.

Regulatory Filings

Tempest is obligated to file a registration statement under the Securities Act of 1933, as amended, no later than 10 days after executing the Purchase Agreement and Registration Rights Agreement. This filing is a prerequisite for the commencement of share sales, as it registers the resale of shares by Lincoln Park.

What the Numbers Show

The structure of the deal reveals a phased approach to capital raising. By setting the initial available amount at $25.0 million—exactly half of the total $50.0 million commitment—Tempest retains flexibility while securing a defined floor for potential proceeds. The automatic increase to the full amount suggests confidence in meeting the specified conditions, likely centered on regulatory approval and market stability, without requiring immediate renegotiation.

Tempest Therapeutics, Inc. (NASDAQ: TPST) has entered a strategic partnership with Hebei Senlang Biotechnology Co., Ltd. to develop its proprietary TPST-4003 product candidate. The collaboration begins with an investigator-initiated trial (IIT) in China, evaluating TPST-4003 in approximately 10 patients with neurological autoimmune diseases, specifically myasthenia gravis (MG) and multiple sclerosis (MS). First patient enrollment and dosing are anticipated in the fourth quarter of 2026, with initial data readouts expected in the first half of 2027.

TPST-4003 is a next-generation in vivo CAR-T candidate that combines Tempest's proprietary CD7-targeted mRNA/LNP delivery approach with a dual-targeting CD19/BCMA CAR construct. This design aims to enable broad B-cell lineage depletion and immune reset for autoimmune and oncology indications. The platform differentiates itself through its mRNA/LNP delivery method, which targets CD7, a key marker in T-cell development, potentially reducing the complexity and cost associated with ex vivo cell manipulation.

Under the agreement, Senlang, a clinical-stage cell therapy company with extensive expertise in CD7-targeted CAR-T development, will coordinate and support trial execution in China. The study is designed to generate clinical evidence of safety, pharmacodynamic (PD) activity, and therapeutic potential, building on promising preclinical and clinical research findings. Additionally, the agreement grants Senlang an exclusive option to negotiate and enter into a definitive license agreement for TPST-4003 in China.

Tempest Therapeutics is a clinical-stage biotechnology company focused on developing a pipeline of advanced CAR-T product candidates. The advancement of TPST-4003 into clinical testing through this partnership marks a key milestone in the company's strategy to expand the application of CAR-T technology beyond oncology into immunology.