Tempest Therapeutics Inc美股招股说明书(2026-07-08版)

Up to 2,426,897 Shares of Common Stock This prospectus relates to the offer and resale from time to time by the selling stockholders named in this prospectus, referred to as the sellingstockholders, of up to 2,426,897 shares of common stock, par value $0.001 per share, of Tempest Therapeutics, Inc. (the “Shares”), consisting of (i)upto 2,344,828 shares of our common stock issuable upon the exercise of outstanding common stock purchase warrants (the “New Warrants”) and (ii)upto 82,069 shares of our common stock that are issuable upon the exercise of certain placement agent warrants (the “Placement Agent Warrants”, andtogether with the New Warrants, the “Warrants”) issued to designees of H.C. Wainwright& Co., LLC, our placement agent (the “Placement Agent”) inconnection with the private transaction pursuant to which we issued the Warrants. Our registration of Shares covered by this prospectus does not mean that the selling stockholders will sell any Shares. The New Warrants wereissued and sold to certain of the selling stockholders named herein in a private placement pursuant to a warrant exercise and inducement offer letteragreement, dated May28, 2026 (the “Inducement Agreement”), by and among us and the parties named therein, in a transaction more fully described inthe section titled “Prospectus Summary.” We are not selling any common stock under this prospectus, andwill not receive any proceeds from the sale of the Shares by the sellingstockholders; however, we will receive proceeds from the exercise of any Warrants for cash. The selling stockholders may offer and sell or otherwise dispose of the Shares described in this prospectus from time to time through public orprivate transactions at prevailing market prices, at prices related to prevailing market prices or at privately negotiated prices. The selling stockholderswill bear all underwriting fees, commissions and discounts, if any, attributable to the sales of Shares and any transfer taxes. We will bear all other costs,expenses and fees in connection with the registration of the Shares. See “Plan of Distribution” beginning on page 11 of this prospectusfor moreinformation about how the selling stockholders may sell or dispose of their respective Shares. Our common stock is listed on The Nasdaq Capital Market under the trading symbol “TPST”. On June 25, 2026, the closing price of our commonstock as reported on The Nasdaq Capital Market was $1.05 per share. Investing in our common stock involves a high degree of risk. You should carefully read the information under“RiskFactors” on page4 of this prospectus and under similar headings in any amendment or supplement to thisprospectus or in any filing with the Securities and Exchange Commission (the “SEC”) that is incorporated by referenceherein. We are a “smaller reporting company” under applicable SEC rules and a non-accelerated filer.As such, we are eligible for reduced publiccompany reporting requirements. See “Prospectus Summary— Implications of Being a Smaller Reporting Company and a Non-AcceleratedFiler” for more information. Neither the SEC nor any state securities commission has approved or disapproved of these securities, passed upon the accuracy oradequacy of this prospectus, or determined if this prospectus or any prospectus supplement is truthful or complete. Any representation to thecontrary is a criminal offense. The date of this prospectus is July7, 2026. Table of Contents TABLE OF CONTENTS ABOUT THIS PROSPECTUSPROSPECTUS SUMMARYRISK FACTORSSPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTSUSE OF PROCEEDSSELLING STOCKHOLDERS Table of Contents ABOUT THIS PROSPECTUS This prospectus is part of a registration statement on Form S-3 that we filed with the SEC. Under this registration statement, the sellingstockholders may sell from time to time in one or more offerings the Shares offered pursuant to this prospectus. Information about the sellingstockholders may change over time. When the selling stockholders sell Shares under this prospectus, we will, if required by law, provide a prospectussupplement that will contain specific information about the terms of that offering. Any prospectus supplement may also add to, update, modify orreplace information contained in this prospectus. If a prospectus supplement is provided and the description of the offering in the prospectus supplementvaries from the information in this prospectus, you should rely on the information in the prospectus supplement. You should carefully read thisprospectus and any accompanying prospectus supplement along with all of the information incorporated by reference herein and therein, before makingan investment decision. You should rely only on the information contained or incorporated by reference in this prospectus or any applicable prospectus supplement.Neither we nor the selling stockholders have authorized anyone to provide you with information other than the information contained or incorporated byreference in t