Tempest Asks Shareholders to Unlock $50M Lincoln Park Line and 6.4M PIPE Warrant Shares
TPST is trading near its 52-week low of $0.62 (1.6% above the low).
Summary
Tempest's annual proxy asks shareholders to approve share issuances that unlock its $50M Lincoln Park equity line and roughly $5.0M from September PIPE warrants — both needed to keep funding operations after a going-concern warning.
Key Events · Financing and Capital Events · TPST
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Shareholder Vote Set for November 9
At the annual meeting on November 9, 2026 (record date October 23), shareholders will vote on director elections, auditor ratification, and two Nasdaq 5635(d) share-issuance proposals.
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Lincoln Park Cap Removal Sought
Proposal 3 would let Tempest issue more than the 3,195,881-share Exchange Cap (19.99% of pre-agreement shares) to Lincoln Park at prices below $1.3854, unlocking the full $50M equity line.
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PIPE Warrants Need Approval to Exercise
Proposal 4 covers up to 6,211,182 shares from Series C/D warrants at $0.805 plus 217,391 placement-agent warrants at $1.0063 — roughly $5.0M in potential proceeds if exercised.
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Failure Triggers 90-Day Re-Solicitation
If Proposal 4 fails, the SPA requires a new meeting every 90 days until approval, adding general and administrative costs the company says would be better spent on its business plan.
Analysis · TPST · Life Sciences
At its annual meeting on November 9, Tempest will ask shareholders to approve two proposals that determine whether it can actually access capital it has already arranged. Proposal 3 lifts the Nasdaq 19.99% Exchange Cap so the company can sell more than 3,195,881 shares to Lincoln Park under its $50M equity line at prices below $1.3854 — with the stock at $0.63, that cap would otherwise block most of the facility. Proposal 4 lets holders exercise 6,211,182 Series C/D warrants at $0.805 plus 217,391 placement-agent warrants at $1.0063, worth roughly $5.0M in potential proceeds. Both are dilutive, but with only $0.8M cash reported at Q2 and a going-concern warning previously disclosed, access to this capital is the difference between funding the CAR-T pipeline and running out. If Proposal 4 fails, the company must re-solicit every 90 days, burning cash on proxy costs.
How filings like this one have moved
In the 30 days to Oct 16, 2026, 29.5% of the 1476 measured filings Wiseek scored 7 moved their stock by 5% or more by the next session's close. The median move was -0.41%. These are measured outcomes after filings of this importance, not a forecast for this one.
Measured one observation per ticker per day, after exclusions. Current figures: Filing Impact Tracker · open dataset
At the time of this filing, TPST was trading at $0.63 on NASDAQ in the Life Sciences sector, with a market capitalization of approximately $10.5M. The 52-week trading range was $0.62 to $11.98. This filing was assessed with negative market sentiment and an importance score of 7 out of 10.