Tempest Files S-1 for Resale of 1.17M Shares by Warrant Holders

TL;DR

**TPST's S-1 for warrant resale means dilution is coming; expect near-term price pressure despite promising clinical pipeline.**

AI Summary

Tempest Therapeutics, Inc. (TPST) filed an S-1 on December 9, 2025, primarily for the resale of 1,172,414 shares of common stock by selling stockholders, specifically Sabby Volatility Warrant Master Fund, Ltd. These shares are issuable upon the exercise of warrants acquired through a securities purchase agreement dated November 24, 2025. The company will not receive any proceeds from these sales. TPST is a clinical-stage biotechnology company focused on cancer therapies, with lead program amezalpat (TPST-1120) ready for a pivotal study in first-line hepatocellular carcinoma (HCC), and TPST-1495 for Familial Adenomatous Polyposis also in clinical stages. As of December 8, 2025, TPST's common stock closed at $3.11 per share on The Nasdaq Capital Market. The company is a 'smaller reporting company' and a 'non-accelerated filer,' allowing for reduced disclosure requirements.

Why It Matters

This S-1 filing signals a potential increase in TPST's public float as Sabby Volatility Warrant Master Fund, Ltd. prepares to sell 1,172,414 shares, which could exert downward pressure on the stock price. For investors, this means evaluating the impact of dilution and potential selling activity against the company's clinical progress, particularly with amezalpat entering a pivotal study for HCC. Employees and customers are less directly impacted by this specific filing, but the financing structure reflects ongoing capital needs in the highly competitive biotechnology sector, where successful clinical trials are paramount for long-term viability.

Risk Assessment

Risk Level: medium — The filing explicitly states, 'Investing in our common stock involves a high degree of risk' on page 4. The immediate risk is the potential for significant selling pressure from the 1,172,414 shares being registered for resale by Sabby Volatility Warrant Master Fund, Ltd., which could dilute existing shareholders and depress the stock price from its December 8, 2025 closing price of $3.11. Furthermore, as a clinical-stage biotechnology company, TPST faces inherent risks related to drug development, regulatory approvals, and the need for 'additional resources' for its lead program amezalpat.

Analyst Insight

Investors should monitor the trading activity of TPST closely for signs of increased selling pressure from the registered shares. Consider the potential for short-term price volatility and evaluate the company's long-term clinical pipeline, particularly the progress of amezalpat, before making investment decisions. New investors might find a more attractive entry point post-dilution.

Financial Highlights

debt To Equity

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operating Margin

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total Assets

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total Debt

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net Income

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gross Margin

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cash Position

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revenue Growth

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Key Numbers

• 1,172,414 — Shares of common stock (Being offered for resale by selling stockholders, issuable upon warrant exercise)
• $3.11 — Closing price per share (TPST common stock on December 8, 2025)
• 487,000 — Shares of common stock (Issued in a registered direct offering on November 24, 2025)
• 685,414 — Prefunded warrants (Issued in a registered direct offering on November 24, 2025)
• 4,927,161 — Shares outstanding (As of December 1, 2025)
• 2011 — Year founded (Tempest Therapeutics, Inc. was founded)
• November 24, 2025 — Date of Purchase Agreement (Agreement for issuance and sale of shares and warrants)
• December 9, 2025 — Filing date (Date of the S-1 registration statement)

Key Players & Entities

• Tempest Therapeutics, Inc. (company) — Registrant and clinical-stage biotechnology company
• Sabby Volatility Warrant Master Fund, Ltd. (company) — Selling stockholder offering 1,172,414 shares
• Stephen Brady (person) — Chief Executive Officer of Tempest Therapeutics, Inc.
• Cooley LLP (company) — Legal counsel for the registrant
• SEC (regulator) — Securities and Exchange Commission
• Nasdaq Capital Market (company) — Stock exchange where TPST common stock is listed
• amezalpat (TPST-1120) (company) — Lead clinical-stage product candidate for hepatocellular carcinoma (HCC)
• TPST-1495 (company) — Second clinical-stage therapeutic product candidate for Familial Adenomatous Polyposis
• $3.11 (dollar_amount) — Closing price of TPST common stock on December 8, 2025
• $0.001 (dollar_amount) — Par value per share of common stock

FAQ

Risk Factors

• Resale of Shares by Selling Stockholders [medium — financial]: The S-1 filing is for the resale of 1,172,414 shares of common stock by Sabby Volatility Warrant Master Fund, Ltd., issuable upon exercise of warrants. The company will not receive any proceeds from these sales, meaning the transaction does not provide new capital but allows for liquidity for the selling stockholder.
• Stock Price Volatility [high — market]: The company's common stock is listed on the Nasdaq Capital Market, and its trading price could decline due to various risks, potentially leading to a loss of investment for shareholders. The current closing price as of December 8, 2025, was $3.11 per share.
• Reliance on Incorporated Filings [medium — regulatory]: The risk factors discussed in this prospectus are supplemented by those in the company's most recent Form 10-K and subsequent Form 10-Q filings. Investors must consider these incorporated risks, which could materially affect the company's business, financial condition, or prospects.
• Clinical Trial and Development Risks [high — operational]: As a clinical-stage biotechnology company, TPST faces inherent risks in drug development, including the success of its lead programs amezalpat (TPST-1120) and TPST-1495. Failure in clinical trials or regulatory approval could significantly impact the company's future.
• No Proceeds to Company [medium — financial]: The current S-1 filing is for the resale of shares by a selling stockholder, and Tempest Therapeutics, Inc. will not receive any proceeds from these sales. This means the offering does not provide any new capital for the company's operations or development.

Industry Context

Tempest Therapeutics operates in the highly competitive and capital-intensive biotechnology sector, focusing on oncology. The industry is characterized by long development cycles, high failure rates in clinical trials, and significant regulatory hurdles. Success hinges on innovative drug discovery, robust clinical data, and effective navigation of the FDA approval process.

Regulatory Implications

As a clinical-stage biopharmaceutical company, TPST is subject to stringent regulatory oversight by the FDA. The success of its lead programs, amezalpat and TPST-1495, depends on meeting rigorous clinical trial endpoints and obtaining regulatory approval. Any delays or adverse findings in clinical development or manufacturing can have significant financial and operational consequences.

What Investors Should Do

1. Review incorporated SEC filings (10-K, 10-Q) for comprehensive risk factors.
2. Assess the implications of a resale offering versus a primary capital raise.
3. Monitor clinical trial progress for amezalpat (TPST-1120) and TPST-1495.

Key Dates

• 2025-12-09: S-1 Filing Date — This registration statement allows for the resale of shares by selling stockholders, indicating a liquidity event for investors rather than a capital raise for the company.
• 2025-11-24: Securities Purchase Agreement Date — This agreement led to the issuance of shares and prefunded warrants, which are now being registered for resale.
• 2025-12-08: Stock Closing Price — The stock closed at $3.11 per share, providing a current market valuation reference for the shares being registered for resale.
• 2025-12-01: Shares Outstanding — As of this date, there were 4,927,161 shares outstanding, providing a baseline for understanding the potential dilution or float increase from the resale.

Glossary

S-1 Registration Statement

A form filed with the U.S. Securities and Exchange Commission (SEC) by companies planning to offer their securities to the public. It contains detailed information about the company's business, financial condition, and the securities being offered. (This filing specifically covers the resale of shares by existing stockholders, not a primary offering by the company.)

Warrant Shares

Shares of common stock that can be purchased by the holder of a warrant at a specified price before the warrant's expiration date. These are the shares being registered for resale. (The 1,172,414 shares being offered are 'Warrant Shares' issuable upon exercise of warrants.)

Selling Stockholder

An existing shareholder who is registering their shares for resale to the public. The company does not receive proceeds from these sales. (Sabby Volatility Warrant Master Fund, Ltd. is the primary selling stockholder in this S-1 filing.)

Smaller Reporting Company

A classification by the SEC for companies that meet certain revenue and public float thresholds, allowing them to file simplified disclosure documents. (TPST qualifies as a 'smaller reporting company,' indicating reduced disclosure requirements in its SEC filings.)

Prefunded Warrants

Warrants that are immediately exercisable upon issuance, often used in registered direct offerings to avoid exceeding certain ownership thresholds or to provide immediate equity participation. (685,414 prefunded warrants were issued in the November 24, 2025 offering, contributing to the shares available for resale.)

Year-Over-Year Comparison

This S-1 filing is primarily for the resale of shares by a selling stockholder and does not represent a new capital raise or a significant change in the company's operational or financial status compared to previous filings. Therefore, direct comparisons of revenue growth, margin changes, or new financial risks are not applicable to this specific document. The key event is the registration of 1,172,414 shares for resale, which allows for liquidity for the selling stockholder without providing new funds to Tempest Therapeutics.

Key Financial Figures

• $0.001 — 4 shares of our common stock, par value $0.001 per share, all of which are issuable up
• $3.11 — e closing price of our common stock was $3.11 per share. Investing in our common st
• $700 million — res held by non-affiliates is less than $700 million and our annual revenue was less than $1
• $100 million — on and our annual revenue was less than $100 million during the most recently completed fisc
• $250 million — res held by non-affiliates is less than $250 million or (ii) our annual revenue was less tha

Filing Documents

• d31927ds1.htm (S-1) — 194KB
• d31927dex51.htm (EX-5.1) — 14KB
• d31927dex231.htm (EX-23.1) — 2KB
• d31927dexfilingfees.htm (EX-FILING FEES) — 18KB
• g31927g1209090605899.jpg (GRAPHIC) — 4KB
• g31927g64e30.jpg (GRAPHIC) — 57KB
• 0001193125-25-312887.txt ( ) — 431KB
• d31927dexfilingfees_htm.xml (XML) — 5KB

RISK FACTORS

RISK FACTORS 4 SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS 5

USE OF PROCEEDS

USE OF PROCEEDS 6 SELLING STOCKHOLDERS 7 PLAN OF DISTRIBUTION 9 LEGAL MATTERS 11 EXPERTS 11 WHERE YOU CAN FIND ADDITIONAL INFORMATION 11 INCORPORATION OF CERTAIN INFORMATION BY REFERENCE 12 ABOUT THIS PROSPECTUS We have not authorized anyone to provide you with information other than the information that we have provided or incorporated by reference in this prospectus and your reliance on any unauthorized information or representation is at your own risk. This prospectus may be used only in jurisdictions where offers and sales of these securities are permitted. You should assume that the information appearing in this prospectus is accurate only as of the date of this prospectus and that any information we have incorporated by reference is accurate only as of the date of the document incorporated by reference, regardless of the time of delivery of this prospectus, or any sale of our common stock. Our business, financial condition and results of operations may have changed since those dates. Throughout this prospectus, the terms "we," "us," "our," and our "company" refer to Tempest Therapeutics, Inc. and its subsidiaries. i Table of Contents PROSPECTUS SUMMARY This summary highlights certain information about us, the Private Placement and selected information contained elsewhere in or incorporated by reference into this prospectus. This summary is not complete and does not contain all of the information that you should consider before making an investment decision. For a more complete understanding of our company, you should read and consider carefully the more detailed information included or incorporated by reference in this prospectus and any applicable prospectus supplement, including the factors described under the heading "Risk Factors" on page 4 of this prospectus, as well as the information incorporated herein by reference, before making an investment decision . Company Overview We are a clinical-stage biotechnology

Use of Proceeds

Use of Proceeds We will not receive any proceeds from the sale of the shares of common stock covered by this prospectus.

Risk Factors

Risk Factors See "Risk Factors" on page 4 for a discussion of factors you should carefully consider before deciding to invest in our common stock. Nasdaq Capital Market symbol TPST. (1) Consists of Warrant Shares held by the selling stockholder named in this prospectus. The selling stockholder named in this prospectus may offer and sell up to 1,172,414 shares of our common stock. Our common stock is currently listed on Nasdaq Capital Market under the symbol "TPST." Shares of our common stock that may be offered under this prospectus will be fully paid and non-assessable. We will not receive any of the proceeds of sales by the selling stockholders of any of the common stock covered by this prospectus. Throughout this prospectus, when we refer to the shares of our common stock being registered on behalf of the selling stockholders for offer and resale, we are referring to the Warrant Shares. When we refer to the selling stockholders in this prospectus, we are referring to the selling stockholder identified in this prospectus and, as applicable, its permitted transferees or other successors-in-interest that may be identified in a supplement to this prospectus or, if required, a post-effective amendment to the registration statement of which this prospectus is a part. 3 Table of Contents

RISK FACTORS

RISK FACTORS Investing in our common stock involves a high degree of risk. Before making an investment decision, you should carefully consider the risks described in the sections entitled "Risk Factors" in our most recent Annual Report on Form 10-K and subsequent Quarterly Reports on Form 10-Q, as filed with the SEC, which are incorporated herein by reference in their entirety, as well any amendment or updates to our risk factors reflected in subsequent filings with the SEC, including any applicable prospectus supplement. Our business, financial condition, results of operations or prospects could be materially adversely affected by any of these risks. The trading price of our securities could decline due to any of these risks, and you may lose all or part of your investment. This prospectus and the documents incorporated herein by reference also contain forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those anticipated in these forward-looking statements as a result of certain factors, including the risks mentioned elsewhere in this prospectus. For more information, see the section entitled "Where You Can Find Additional Information." Please also read carefully the section entitled "Special Note Regarding Forward-Looking Statements." 4 Table of Contents SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS This prospectus and any applicable prospectus supplement or free writing prospectus, including the documents that we incorporate by reference herein and therein, contain "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended (the "Securities Act"), and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). These statements relate to future events or to our future operating or financial performance and involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or a

USE OF PROCEEDS

USE OF PROCEEDS We will not receive any of the proceeds from the sale or other disposition of shares of our common stock held by the selling stockholders pursuant to this prospectus. We will bear the out-of-pocket costs, expenses and fees incurred in connection with the registration of shares of our common stock to be sold by the selling stockholders pursuant to this prospectus. Other than registration expenses, the selling stockholders will bear underwriting discounts, commissions, placement agent fees or other similar expenses payable with respect to sales of shares of our common stock. 6 Table of Contents SELLING STOCKHOLDERS The selling stockholders may sell some, all or none of their shares. We do not know how long the selling stockholders will hold the shares before selling them, and we currently have no agreements, arrangements or understandings with the selling stockholders regarding the sale or other disposition of any of the shares. The shares covered hereby may be offered from time to time by the selling stockholders. As a result, we cannot estimate the number of shares of common stock each of the selling stockholders will beneficially own after termination of sales under this prospectus. In addition, the selling stockholder may have sold, transferred or otherwise disposed of all or a portion of its shares of common stock since the date on which it provided information for the table below. Beneficial ownership is determined in accordance with the rules of the SEC and includes voting or investment power with respect to our common stock. Generally, a person "beneficially owns" shares of our common stock if the person has or shares with others the right to vote those shares or to dispose of them, or if the person has the right to acquire voting or disposition rights within 60 days. The information in the table below and the footnotes thereto regarding shares of common stock to be beneficially owned after the offering assumes the sale of all sha

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