On August 13, 2026, Tempest Therapeutics, Inc., a Delaware corporation (the "Company"), entered into a purchase agreement (the "Purchase Agreement") and a registration rights agreement (the "Registration Rights Agreement") with Lincoln Park Capital Fund, LLC ("Lincoln Park"), pursuant to which Lincoln Park has committed to purchase up to $50.0 million of the Company’s common stock, par value $0.001 per share (the "Common Stock"), such that the initial available amount shall be $25.0 million, automatically increased by an additional amount of $25.0 million thereafter, subject to certain limitations and satisfaction of the conditions set forth in the Purchase Agreement.
Upon the terms and subject to the satisfaction of the conditions set forth in the Purchase Agreement, the Company has the right, but not the obligation, to sell to Lincoln Park, and Lincoln Park is obligated to purchase, up to $50.0 million of Common Stock. Such sales of Common Stock by the Company, if any, are subject to certain limitations set forth in the Purchase Agreement, and may occur from time to time, at the Company’s sole discretion, over a period of up to 24-months, commencing on the date on which each of the conditions to Lincoln Park’s purchase obligations set forth in the Purchase Agreement have initially been satisfied (such date, the "Commencement Date"), including the effectiveness of a registration statement registering under the Securities Act of 1933, as amended (the "Securities Act"), the resale by Lincoln Park of shares of Common Stock that have been and may be issued by the Company to Lincoln Park under the Purchase Agreement. The Company has agreed to file such registration statement with the Securities and Exchange Commission (the "SEC") not later than 10 days after the date of execution of the Purchase Agreement and the Registration Rights Agreement.
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