Tempest Therapeutics, Inc. (NASDAQ: TPST) has filed a preliminary prospectus to register 8,910,579 shares for resale under a Lincoln Park Capital equity line of credit — a standby facility that lets the company sell newly issued shares to a committed buyer on demand. That registered share count equals 119% of the company's estimated public float of roughly 7.5 million shares.
The equity line, signed August 13, 2026, gives TPST access to up to $50 million ($25 million initially, auto-doubling upon full use) over 24 months. No shares can be sold until the SEC declares the resale registration effective, likely in late September or October 2026.
How the Pricing Works
Regular purchases under the facility price at 97% of the lower of the day's lowest sale price and the average of the three lowest closing prices over the prior ten trading days — meaning Lincoln Park pays a 3% discount to recent lows, not to the volume-weighted average. Accelerated purchases price at 96% of the lower of VWAP and the closing price — a 4% discount. The floor price is $0.15, roughly 86% below recent levels, so the facility keeps functioning through severe price destruction. Each draw resets the reference price for the next one.
A critical guardrail limits near-term issuance: the Exchange Cap — a Nasdaq rule capping issuance at 19.99% of pre-deal shares outstanding without a shareholder vote — restricts draws to 3,195,881 shares until stockholders approve or the stock's average price clears $1.3854. That cap alone still equals 43% of the estimated float.
A Rapidly Expanding Share Count
The equity line arrives on top of an already aggressive issuance history. Shares outstanding have grown from 4,440,161 in August 2025 to 16,539,767 as of August 19, 2026 — a 272% increase. The company has closed a financing or share-issuance event roughly every eight to ten weeks: a June 2025 offering, a November 2025 offering, an 8.3-million-share related-party asset purchase in February 2026, a March 2026 private placement, a May 2026 warrant repricing, and now the equity line plus 560,356 commitment shares issued to Lincoln Park before a single dollar was drawn.
Three reverse splits since 2018 — compressing the count by a cumulative factor of roughly 2,925-to-1 — preceded fresh rounds of dilution each time.
The Warrant Book
Some 11,064,204 warrants sit outstanding, equal to 148% of the float. Every tranche is currently out of the money, with the nearest strike at $1.73 and a weighted-average exercise price of $12.09. Immediate supply risk is low. But in May 2026 the company slashed the strike on its November 2025 warrants from $3.50 to $1.73 to induce a $2 million cash exercise, issuing two new warrants for every one exercised. That precedent means existing strikes should be treated as negotiable.
Float Reality
Data services quote TPST's float near 9.6 million shares. ShareStructure's filing-sourced estimate is 7,476,577 — about 22% lower. The gap stems from the 8,268,495-share block issued to Erigen LLC, a vehicle controlled by TPST's own CEO, which data feeds have not fully excluded as affiliate stock. A resale registration covering that entire block was filed in April 2026, and a roughly 3.73-million-share portion held by Lotus Capital BVI could migrate into the tradeable float without any new issuance if its holder is treated as a non-control seller.
With $779,000 in cash at quarter-end against a quarterly burn near $3.5 million, TPST's first Lincoln Park draws are expected at the earliest legally permissible moment after the registration goes effective — a date that also instantly adds the 560,356 commitment shares to the free-trading supply.