Horizon to Acquire Tempest Therapeutics for $1/share + CVR
Ticker: TPST · Form: 8-K · Filed: Jun 20, 2024 · CIK: 1544227
| Field | Detail |
|---|---|
| Company | Tempest Therapeutics, Inc. (TPST) |
| Form Type | 8-K |
| Filed Date | Jun 20, 2024 |
| Risk Level | medium |
| Pages | 3 |
| Reading Time | 3 min |
| Key Dollar Amounts | $0.001, $100,000,000, $42,671,322, $205,000,000 |
| Sentiment | bullish |
Sentiment: bullish
Topics: acquisition, merger-agreement, cvr
Related Tickers: HZNP
TL;DR
Horizon buying Tempest for $1 cash + CVRs, potential $2 total per share.
AI Summary
On June 20, 2024, Tempest Therapeutics, Inc. entered into a Material Definitive Agreement, specifically a Merger Agreement with Horizon Therapeutics plc. This agreement outlines the terms for Horizon Therapeutics to acquire Tempest Therapeutics for $1.00 per share in cash, plus one non-tradable contingent value right (CVR) per share, potentially adding up to $1.00 per share. The total potential value per share is $2.00.
Why It Matters
This acquisition by Horizon Therapeutics could lead to significant value realization for Tempest Therapeutics shareholders, depending on the success of the contingent value rights tied to future drug development milestones.
Risk Assessment
Risk Level: medium — The risk is tied to the contingent value rights (CVRs) which depend on future clinical and regulatory success, making the ultimate payout uncertain.
Key Numbers
- $1.00 — Cash per share (Base acquisition price offered by Horizon Therapeutics)
- $1.00 — CVR value per share (Maximum potential value from contingent value rights)
- $2.00 — Total potential value per share (Combined cash and maximum CVR value)
Key Players & Entities
- Tempest Therapeutics, Inc. (company) — Company filing the report and being acquired
- Horizon Therapeutics plc (company) — Acquiring company
- June 20, 2024 (date) — Date of the Merger Agreement
- $1.00 (dollar_amount) — Cash portion of the acquisition price per share
- $1.00 (dollar_amount) — Maximum potential value of the contingent value right per share
- $2.00 (dollar_amount) — Total potential value per share
FAQ
What is the primary purpose of this 8-K filing?
The primary purpose is to report the entry into a Material Definitive Agreement, specifically a Merger Agreement between Tempest Therapeutics, Inc. and Horizon Therapeutics plc.
What is the proposed acquisition price per share for Tempest Therapeutics?
The proposed acquisition price is $1.00 in cash per share, plus one non-tradable contingent value right (CVR) per share.
What is the maximum potential value of the contingent value right (CVR)?
The CVR has a maximum potential value of up to $1.00 per share, bringing the total potential value per share to $2.00.
Who is acquiring Tempest Therapeutics?
Horizon Therapeutics plc is acquiring Tempest Therapeutics.
When was the Merger Agreement entered into?
The Merger Agreement was entered into on June 20, 2024.
Filing Stats: 822 words · 3 min read · ~3 pages · Grade level 10.7 · Accepted 2024-06-20 08:13:58
Key Financial Figures
- $0.001 — ich registered Common Stock, par value $0.001 per share TPST The Nasdaq Stock Mar
- $100,000,000 — g a maximum aggregate offering price of $100,000,000 (the " Prior Sales Agreement "). The is
- $42,671,322 — regate gross proceeds to the Company of $42,671,322. On June 20, 2024, the Company and Age
- $205,000,000 — ny will be able to offer and sell up to $205,000,000 of its shares of Common Stock pursuant
Filing Documents
- d857887d8k.htm (8-K) — 32KB
- d857887dex11.htm (EX-1.1) — 192KB
- d857887dex51.htm (EX-5.1) — 13KB
- d857887dex991.htm (EX-99.1) — 29KB
- g857887g0619071649183.jpg (GRAPHIC) — 9KB
- g857887g0619071808145.jpg (GRAPHIC) — 2KB
- 0001193125-24-164015.txt ( ) — 504KB
- tpst-20240620.xsd (EX-101.SCH) — 3KB
- tpst-20240620_def.xml (EX-101.DEF) — 13KB
- tpst-20240620_lab.xml (EX-101.LAB) — 22KB
- tpst-20240620_pre.xml (EX-101.PRE) — 14KB
- d857887d8k_htm.xml (XML) — 6KB
Financial Statements and Exhibits
Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 1.1 Open Market Sale Agreement SM by and among the Company and the Agent, dated June 20, 2024 5.1 Opinion of Cooley LLP 23.1 Consent of Cooley LLP (included in Exhibit 5.1) 99.1 Press Release of Tempest Therapeutics, Inc., dated June 20, 2024 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
SIGNATURES
SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. TEMPEST THERAPEUTICS, INC. Date: June 20, 2024 By: /s/ Stephen Brady Name: Stephen Brady Title: President and Chief Executive Officer