Tempest Therapeutics, Inc.

S-11 d31927ds1.htm S-1

As filed with the Securities and Exchange Commission on December 9, 2025

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

**FORMS-1 **

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

TEMPEST THERAPEUTICS, INC.

(Exact name of registrant as specified in its charter)

2000 Sierra Point Parkway, Suite 400

Brisbane, California, 94005

**(415)798-8589 **

(Address, including zip code, and telephone number, including area code of registrant’s principal executive offices)

Stephen Brady

Chief Executive Officer

2000 Sierra Point Parkway, Suite 400

Brisbane, CA 94005

**(415)798-8589 **

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Laura Berezin

Jaime L. Chase

Asa M. Henin

Cooley LLP

1700 Seventh Avenue, Suite 1900

Seattle, Washington 98101

**(206)452-8756 **

**Approximate date of commencement of proposed sale to the public:**As soon as practicable after this registration statement is declared effective.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box: ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, anon-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” or “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment that specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

The information in this prospectus is not complete and may be changed. The selling stockholders may not sell these securities or accept an offer to buy these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting offers to buy these securities in any state where such offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED DECEMBER 9, 2025

PROSPECTUS

1,172,414 Shares

Common Stock

This prospectus relates to the offer and resale from time to time of up to an aggregate 1,172,414 shares of our common stock, par value $0.001 per share, all of which are issuable upon the exercise of warrants to purchase shares of common stock (the “Warrants,” and such shares of common stock issuable upon exercise of the Warrants, the “Warrant Shares”), by the selling stockholder named herein, together with any additional selling stockholders listed in a prospectus supplement (together with any of such stockholders’ transferees, pledgees, donees or successors). The Warrants were acquired by the selling stockholder named herein pursuant to a securities purchase agreement, dated November 24, 2025 (the “Purchase Agreement”), in a transaction more fully described in the section titled “Prospectus Summary.”

We are registering the offer and sale of the Warrant Shares from time to time by the selling stockholders to satisfy the registration rights granted in connection with the issuance of the Warrants. We will not receive any proceeds from the sale of the Warrant Shares by the selling stockholders.

The selling stockholders may offer and sell or otherwise dispose of the Warrant Shares described in this prospectus from time to time through public or private transactions at prevailing market prices, at prices related to prevailing market prices or at privately negotiated prices. The selling stockholders will bear all underwriting fees, commissions and discounts, if any, attributable to the sales of Warrant Shares and any transfer taxes. We will bear all other costs, expenses and fees in connection with the registration of the Warrant Shares. See “Plan of Distribution” for more information about how the selling stockholders may sell or dispose of their Warrant Shares.

Our common stock is listed on The Nasdaq Capital Market under the trading symbol “TPST.” On December 8, 2025, the closing price of our common stock was $3.11 per share.

Investing in our common stock involves a high degree of risk. Before making an investment decision, please read the information under “Risk Factors” on page 4 of this prospectus and under similar headings in any amendment or supplement to this prospectus or in any filing with the Securities and Exchange Commission that is incorporated by reference herein.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus is , 2025.