Tempest Proxy Sets Nov 9 Vote on Lincoln Park Equity Line and PIPE Warrant Issuance
TPST is trading near its 52-week low of $0.501 (1.9% above the low).
Summary
Tempest's definitive proxy asks shareholders on November 9 to approve issuing Lincoln Park shares above the 3,195,881-share Exchange Cap and to make 6.4 million PIPE and placement-agent warrant shares exercisable — the approvals that keep its equity line and roughly $5.0 million of warrant proceeds available.
Key Events · Financing and Capital Events · TPST
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Annual Meeting Set for November 9
The virtual meeting has a record date of October 23, 2026; 19,995,358 shares are outstanding and entitled to vote, with 9,997,680 needed for quorum.
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Lincoln Park Exchange Cap Vote
Proposal 3 seeks Nasdaq 5635(d) approval to issue more than the 3,195,881-share Exchange Cap (19.99% of pre-agreement shares) under the $50.0 million purchase agreement at prices below the $1.3854 LP Minimum Price.
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PIPE Warrant Shares Up for Approval
Proposal 4 covers 3,105,591 Series C and 3,105,591 Series D warrant shares at a $0.805 exercise price plus 217,391 placement agent warrant shares at $1.0063 — about 6.4 million shares, or roughly 31% of the 19,995,358 shares outstanding.
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Warrant Proceeds Are the Liquidity Prize
Tempest cites approximately $5.0 million of potential gross proceeds from warrant exercises as important to liquidity; rejection would force a new meeting every 90 days until approval.
Analysis · TPST · Life Sciences
The two financing proposals are what matter in this definitive proxy for the November 9, 2026 annual meeting. Proposal 3 would let Tempest sell Lincoln Park shares beyond the 3,195,881-share Exchange Cap at prices under $1.3854; with the stock at $0.5102, that cap is the binding constraint on the entire $50.0 million equity line, so approval is what unlocks the company's main funding source. Under Proposal 4, 6,211,182 PIPE warrant shares at $0.805 plus 217,391 placement agent warrant shares at $1.0063 would become exercisable, worth roughly $5.0 million of gross proceeds if exercised. Against a going-concern backdrop and $0.8 million of cash reported with Q2, both votes are survival questions, and both are dilutive: the PIPE warrant shares alone equal about 31% of the 19,995,358 shares outstanding on the record date. Failure on either proposal forces repeat meetings every 90 days and burns cash on solicitation.
How filings like this one have moved
In the 30 days to Oct 26, 2026, 29.9% of the 1374 measured filings Wiseek scored 7 moved their stock by 5% or more by the next session's close. The median move was -0.12%. 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 $0.51 on NASDAQ in the Life Sciences sector, with a market capitalization of approximately $8.6M. The 52-week trading range was $0.50 to $11.13. This filing was assessed with negative market sentiment and an importance score of 7 out of 10.