🔥 What This Document Is

This is a prospectus, a legal document that registers shares for resale. Tempest Therapeutics (ticker: TPST) is filing this so a group of "selling stockholders" can sell up to 8,268,495 shares of its common stock on the open market. These shares weren't just printed out of thin air—they were acquired by these shareholders in a specific deal with the company. This filing is a necessary step to make those shares freely tradable.

👉 In simple terms: The company is helping some of its shareholders sell stock they received from a business deal. Tempest itself won't get any money from these sales.

🏢 What The Company Does

In simple terms, Tempest Therapeutics is a clinical-stage biotech company. This means it's focused on developing new medicines but is not yet selling any approved drugs. They work on two main types of therapies:

• Cell Therapies (like CAR-T): These are cutting-edge treatments where a patient's own immune cells are engineered to fight cancer. Their recent pipeline expansion added a candidate called TPST-2003 for multiple myeloma.
• Small Molecule Drugs: These are traditional pills or compounds. Their lead candidates are amezalpat (for liver cancer) and TPST-1495 (for a pre-cancerous intestinal condition).

👉 Why it matters: Biotech companies are high-risk, high-reward bets. Their value hinges entirely on whether their drug candidates succeed in costly and lengthy clinical trials.

🤝 The Asset Acquisition Deal

The shares being sold were created as part of a major transaction. On November 19, 2025, Tempest entered into an Asset Purchase Agreement. In this deal, Tempest acquired a portfolio of dual-targeting CAR-T cell therapy product candidates. The selling shareholders received these 8.3 million shares as part of their payment for selling those assets to Tempest.

👉 Why it matters: This deal significantly expanded Tempest's pipeline into cell therapies for cancer. It’s the central event that led to this stock resale filing.

💰 Financial & Market Snapshot

• Stock Price: Tempest's stock trades on the Nasdaq under TPST. As of April 2, 2026, the closing price was $1.59 per share.
• Proceeds to Company: Zero. When the selling stockholders sell these shares, all the money goes to them, not to Tempest.
• Expenses: Tempest will pay for the costs of registering the shares, but the selling stockholders will pay any trading fees or commissions when they sell.
• Risk Warning: The filing prominently states that investing in Tempest stock involves a "high degree of risk." This is standard but crucial—biotech investing is volatile.

💸 Cash Flow & Company Strategy

Since Tempest gets no cash from this resale, the filing reveals a key strategic point: the company needs other sources of funding to operate. Their plans show a focus on capital-efficient development:

• They plan to find a partner (via "business development discussions") to fund the Phase 3 trials for amezalpat.
• The TPST-1495 study is expected to be funded by the National Cancer Institute, saving Tempest's own money.

👉 What this signals: Tempest is likely conserving its cash to advance its most promising programs. Partnering and using external grants are classic strategies for smaller biotechs to extend their financial runway.

⚖️ Big Picture: Strengths & Risks

👍 Strengths:

• Diverse Pipeline: They are not betting on just one drug. Their portfolio spans cell therapies and small molecules for different cancers and diseases.
• Strategic Deals: The asset acquisition brought in promising late-stage assets (TPST-2003), and they're using non-dilutive funding (NCI grant) for other programs.
• Public Listing: Being on the Nasdaq gives them access to capital markets, though their current stock price is low.

⚠️ Risks:

• No Approved Products: The company has no revenue from sales. Its survival depends on raising money and clinical trial success.
• Future Dilution: This filing itself highlights a key risk—the sale of these shares could put downward pressure on the stock price. Furthermore, the company will likely need to sell more stock in the future to fund operations, diluting existing shareholders.
• Clinical Trial Risk: Any of their drug candidates could fail in trials, which would destroy the value tied to that program.

🧠 The Analogy

Think of Tempest as a startup construction company that just bought a set of advanced blueprints and a promising subcontractor team (the CAR-T assets) from another builder. The sellers, instead of taking all cash, took partial payment in "shares" of Tempest's future company. This prospectus is Tempest helping those subcontractors get a permit to sell their ownership shares to the public on the stock market. Tempest doesn't get cash from those sales, but the deal itself made Tempest's future projects look more promising.

🧩 Final Takeaway

This filing is a housekeeping step following a major asset purchase, allowing those who were paid with stock to sell it. It highlights Tempest's strategic pivot toward cell therapies and its current financial reality: it's an early-stage company with no product revenue, relying on partnerships and grants to fund its high-risk, high-potential pipeline while its stock trades at a low price. The core story is about pipeline expansion and capital management.