UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
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| Item 1.01 | Entry into a Material Definitive Agreement. |
Open Market Sale AgreementSM
As previously reported, on July 23, 2021, Tempest Therapeutics, Inc. (the “Company”) entered into a sales agreement with Jefferies LLC (“Agent”) to sell shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”), from time to time through Agent acting as sales agent, having a maximum aggregate offering price of $100,000,000 (the “Prior Sales Agreement”). The issuances and sales under the Prior Sales Agreement were made pursuant to the Company’s registration statement on Form S-3 (File No. 333-257990) filed with the Securities and Exchange Commission (the “SEC”) on July 16, 2021 (the “Registration Statement”). As of June 20, 2024, the Company had offered and sold shares of Common Stock pursuant to the Prior Sales Agreement for aggregate gross proceeds to the Company of $42,671,322.
On June 20, 2024, the Company and Agent terminated the Prior Sales Agreement and entered a new Open Market Sale AgreementSM (the “Sales Agreement”) to sell shares of Common Stock from time to time through Agent acting as sales agent. Pursuant to the prospectus supplement dated June 20, 2024 (the “Prospectus Supplement”) filed by the Company with the SEC, the Company will be able to offer and sell up to $205,000,000 of its shares of Common Stock pursuant to the Sales Agreement.
The foregoing description of the Sales Agreement is not complete and is qualified in its entirety by reference to the full text of such agreement, a copy of which is filed as Exhibit 1.1 to this Current Report on Form 8-K (the “Current Report”) and is incorporated herein by reference.
The legal opinion of Cooley LLP relating to the shares of Common Stock being sold pursuant to the Sales Agreement is filed as Exhibit 5.1 to this Current Report.
| Item 8.01 | Other Events. |
Press Release
On June 20, 2024, the Company issued a press release entitled “Tempest Unveils New Survival Data for Amezalpat (TPST-1120) in Randomized First-Line HCC Study Demonstrating a Six-Month Improvement over Control Arm.” The full text of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K, and is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
Exhibit No. |
Description | |
| 1.1 | Open Market Sale AgreementSM by and among the Company and the Agent, dated June 20, 2024 | |
| 5.1 | Opinion of Cooley LLP | |
| 23.1 | Consent of Cooley LLP (included in Exhibit 5.1) | |
| 99.1 | Press Release of Tempest Therapeutics, Inc., dated June 20, 2024 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| TEMPEST THERAPEUTICS, INC. | ||||||
| Date: June 20, 2024 | By: | /s/ Stephen Brady | ||||
| Name: | Stephen Brady | |||||
| Title: | President and Chief Executive Officer | |||||