Tempest Therapeutics Inc. (NASDAQ: TPST) announced it has entered into agreements for a private placement expected to generate $2 million in gross proceeds, with potential additional proceeds of up to $4 million if warrants are exercised.

The clinical-stage biotechnology company will issue 925,927 shares of common stock and accompanying warrants at a combined purchase price of $2.16 per share. The transaction includes series A warrants and short-term series B warrants, both with an exercise price of $2.16 per share.

The series A warrants will expire five years from the stockholder approval date, while the short-term series B warrants will expire 24 months from that date. Both warrant types will become exercisable upon stockholder approval of the share issuance.

H.C. Wainwright & Co. is serving as the exclusive placement agent for the offering. The private placement is expected to close on or about March 23, 2026, subject to customary closing conditions.

The company stated it intends to use net proceeds for working capital and general corporate purposes. The securities are being offered under Section 4(a)(2) of the Securities Act and have not been registered under federal securities laws.

Tempest Therapeutics develops CAR-T cell therapy candidates for cancer treatment and is headquartered in Brisbane, California. The company noted that no assurance can be given that the warrants will be exercised or that it will receive cash proceeds from warrant exercises.

The company has agreed to file a resale registration statement covering the securities as part of a registration rights agreement with investors.