Up to 9,534,164 Shares of Common Stock

 

This prospectus relates to the offer and resale from time to time by the selling stockholders named in this prospectus, referred to as the selling stockholders, of up to 9,534,164 shares of common stock, par value $0.001 per share, of Tempest Therapeutics, Inc. (the "Shares"), consisting of (i) up to 3,105,591 shares of our common stock issuable upon the exercise of pre-funded warrants (the "Pre-Funded Warrants"), (ii) up to 3,105,591 shares of our common stock issuable upon the exercise of Series C warrants (the "Series C Warrants"), (iii) up to 3,105,591 shares of our common stock issuable upon the exercise of Series D warrants (the "Series D Warrants," and, together with the Series C Warrants, the "Common Warrants"), and (iv) up to 217,391 shares of our common stock that are issuable upon the exercise of certain placement agent warrants (the "Placement Agent Warrants," and together with the Pre-Funded Warrants and the Common Warrants, the "Warrants") issued to designees of H.C. Wainwright & Co., LLC, our placement agent (the "Placement Agent") in connection with the private transaction pursuant to which we issued the Warrants.

 

Our registration of Shares covered by this prospectus does not mean that the selling stockholders will sell any Shares. The Pre-Funded Warrants and the Common Warrants were issued and sold to certain of the selling stockholders named herein in a private placement pursuant to a securities purchase agreement, dated September 11, 2026 (the "Purchase Agreement"), by and among us and the parties named therein, in a transaction more fully described in the section titled "Prospectus Summary."

 

We are not selling any common stock or other securities under this prospectus, and will not receive any proceeds from the sale of the Shares by the selling stockholders; however, we will receive proceeds from the exercise of any Warrants for cash.