Tempest Therapeutics, Inc. (TPST): Business Model Canvas [Dec-2025 Updated]

You're looking at Tempest Therapeutics, Inc. right now, and honestly, their business model is a classic clinical-stage biotech play: betting big on first-in-class oncology assets while actively seeking a strategic exit. As of late Q3 2025, they are running lean with $7.5 million in cash, funding a significant R&D burn of $12.1 million year-to-date, all while pushing amezalpat toward Phase 3 readiness and integrating new CAR-T programs. Their entire value proposition hinges on proving out these novel small molecules-like the one targeting Hepatocellular Carcinoma (HCC)-and using that data to secure a lucrative partnership or acquisition from a large pharma player, which is why their Key Activities are currently dominated by that strategic alternatives process. Dive into the full canvas below to see exactly how they structure their partnerships, costs, and customer segments to maximize the value of their intellectual property before the cash runs out. You'll see the whole map of their near-term risk and opportunity.

Tempest Therapeutics, Inc. (TPST) - Canvas Business Model: Key Partnerships

You're looking at the alliances that are keeping Tempest Therapeutics, Inc. moving forward, especially given the capital markets situation as of late 2025. These partnerships are critical for funding development and expanding the pipeline.

The collaboration with F. Hoffmann-La Roche Ltd. (Roche) on amezalpat (TPST-1120) is a major piece. This partnership, which built on earlier work, is supporting the advancement of the combination therapy into a pivotal Phase 3 trial for first-line unresectable or metastatic hepatocellular carcinoma (HCC), set to begin in the first quarter of 2025. Under this deal, Roche commits to supplying Tecentriq (atezolizumab) globally for the study, though Tempest retains all development and commercial rights to amezalpat. The Phase 2 data supporting this move showed a six-month improvement in median overall survival (OS) compared to the control arm.

For the TPST-1495 program targeting Familial Adenomatous Polyposis (FAP), the oversight and funding come from a key governmental source. The Phase 2 study is planned to commence in 2025 under the Cancer Prevention Clinical Trials Network, and it is explicitly funded by the National Cancer Institute (NCI) Division of Cancer Prevention. You can expect data updates from this trial around 2026.

To bolster the pipeline and extend the financial life of the company, Tempest announced in November 2025 definitive agreements to acquire certain dual-CAR T programs from Factor Bioscience Inc., specifically TPST-2003. This is an all-stock transaction expected to close in early 2026. The deal involves issuing approximately 8.27 million shares of common stock to a Factor affiliate, which represents 65% of outstanding shares as of November 19, 2025. Furthermore, existing Tempest stockholders will receive one common stock warrant for each share held, with an exercise price of $18.48. This transaction, along with an investment commitment from Factor, projects the company's financial runway to mid-2027.

Facing the need for external resources to fund the pivotal Phase 3 study for amezalpat, Tempest engaged an external expert. The company hired MTS Health Partners, L.P., as its financial advisor in April 2025 to guide the exploration of strategic alternatives, which include mergers, partnerships, and licensing arrangements. Honestly, this move signals the difficulty in securing capital market funding for the next development stages.

Here's a quick look at the structure of these key external relationships:

The Factor deal also includes specific terms for existing shareholders, which you should definitely note:

• Warrants issued to existing stockholders: One for every share held.
• Warrant exercise price: $18.48.
• Warrant expiration: Five years from issuance date.

The NCI funding structure is also important for TPST-1495's development path, as it is operationalized by the Cancer Prevention Clinical Trials Network.

Finance: draft 13-week cash view by Friday.

Tempest Therapeutics, Inc. (TPST) - Canvas Business Model: Key Activities

The core operational focus for Tempest Therapeutics, Inc. as of late 2025 centers on advancing its clinical assets while simultaneously managing a critical corporate transition.

Advancing amezalpat (TPST-1120) to Phase 3-ready status for first-line HCC involves maintaining regulatory alignment and preparing for a pivotal trial that has not yet initiated enrollment. The company secured the US Food and Drug Administration (FDA) go-ahead for a pivotal Phase III trial (NCT06680258). This trial is designed as a global, blinded, 1:1 randomized study comparing amezalpat in combination with atezolizumab and bevacizumab against the standard of care alone. Amezalpat holds both Orphan Drug and Fast Track designations from the FDA for HCC. Previous Phase 1b/2 data demonstrated a six-month improvement in median overall survival (OS) when the combination therapy was used versus standard of care alone. Despite preparations being underway to initiate the Phase 3 trial in the first quarter of 2025, the trial is listed as not yet recruiting as of early April 2025.

Executing the strategic alternatives process is a major activity, initiated in April 2025, to secure the necessary resources for late-stage development. The company retained MTS Health Partners, L.P. to advise on options including mergers, acquisitions, or partnerships. This process is driven by financial constraints; Tempest ended 2024 with $30.3 million in cash and equivalents, which was deemed insufficient to fully fund the Phase 3 trial. By the end of the third quarter of 2025, cash and cash equivalents had reduced to $7.5 million. Cash used in operating activities for the nine months ended September 30, 2025, totaled $23.2 million.

The pipeline advancement includes clinical work on TPST-1495 and the integration of new modalities. TPST-1495, a potential orally bioavailable first-in-class EP2/4 dual antagonist, received FDA Orphan Drug Designation for Familial Adenomatous Polyposis (FAP). The company received an FDA "Study May Proceed" letter for a Phase 2 trial in FAP, which is expected to begin in 2025 under the auspices of the National Cancer Institute (NCI) Cancer Prevention Clinical Trials Network, with data anticipated in 2026.

The ongoing Research and Development (R&D) activities reflect a shift in focus due to the strategic review. R&D expenses for the third quarter of 2025 were $0.6 million, a significant drop from $7.6 million in the same period in 2024. For the nine months ended September 30, 2025, R&D expenses were $12.1 million, representing a $5.6 million decrease from the $17.7 million reported for the same period in 2024, largely due to re-prioritizing efforts toward the strategic alternatives exploration. Tempest Therapeutics reports no revenue.

Key financial and operational metrics supporting these activities include:

The specific activities undertaken within the R&D and clinical scope include:

• Advancing amezalpat (TPST-1120) to Phase 3-ready status for first-line HCC.
• Executing the strategic alternatives process (merger, acquisition, or partnership).
• Conducting clinical trials for TPST-1495 (FAP) and integrating new CAR-T programs.
• Research and development (R&D) of novel, first-in-class small molecule therapeutics.

Tempest Therapeutics, Inc. (TPST) - Canvas Business Model: Key Resources

You're looking at the core assets Tempest Therapeutics, Inc. (TPST) is relying on right now to drive value. These aren't just ideas; they're tangible things, data, and the cash left in the bank to keep the lights on.

The foundation here is the Intellectual Property (IP) protecting their pipeline of first-in-class small molecule candidates. That IP is what gives them the exclusive right to develop and commercialize these novel cancer therapies, which is the whole ballgame in this space.

The clinical evidence supporting amezalpat is a massive resource. We're talking about positive randomized Phase 2 clinical data for amezalpat in hepatocellular carcinoma (HCC). That data is the proof point that moves a drug from a concept to a potential standard of care. To give you a bit more color on the underlying data that supports these claims, here's a look at the Phase 1b/2 study that preceded the Phase 3 readiness discussions.

Also, remember that for TPST-1495, the data from that Phase 2 trial in familial adenomatous polyposis (FAP) is anticipated in 2026. That future data point is a key resource for near-term valuation discussions.

Regulatory advantages act like fast passes in the drug development world. Tempest Therapeutics has secured several key designations that streamline development and offer market protection.

• Fast Track designation for amezalpat in HCC.
• Orphan Drug designation for amezalpat in HCC.
• Orphan Drug designation for TPST-1495.
• The FDA granted Orphan Drug designation for TPST-1495 for FAP, a rare disease affecting fewer than 200,000 people in the United States.

Finally, you need to look at the balance sheet to see how long these resources can last. Cash is king when you're running clinical trials. Tempest ended the third quarter with $7.5 million in cash and cash equivalents as of September 30, 2025. That's definitely tighter than the $30.3 million they held on December 31, 2024. Here's a quick view of the recent burn rate and financial position as of that September 30, 2025, filing.

The decrease in cash was mainly due to cash used in operating activities, though it was partially offset by net proceeds from financing activities, specifically $4.1 million from a June 2025 registered direct offering and $2.8 million from the at-the-market offering program. Finance: draft 13-week cash view by Friday.

Tempest Therapeutics, Inc. (TPST) - Canvas Business Model: Value Propositions

You're looking at the core value Tempest Therapeutics, Inc. offers, which centers on developing novel, first-in-class therapeutics designed to fight cancer through dual mechanisms.

Offering first-in-class targeted and immune-mediated cancer therapeutics.

Tempest Therapeutics, Inc. positions its pipeline as offering first-in-class potential across several oncology indications. This means the proposed mechanism of action for their candidates is unique among approved or late-stage development drugs. The company reported a net loss of $3.5 million for the quarter ended September 30, 2025, yet the scientific promise drives the value proposition. As of that date, the company held $7.5 million in cash and cash equivalents, which underscores the need to advance these high-value assets, especially given the exploration of strategic alternatives announced in April 2025.

Potential to transform first-line Hepatocellular Carcinoma (HCC) treatment with amezalpat.

Amezalpat (TPST-1120), a first-in-class oral peroxisome proliferator-activated receptor alpha (PPAR⍺) antagonist, is positioned to potentially transform first-line metastatic HCC treatment. The drug is being advanced toward a pivotal Phase III study, following a positive end-of-Phase II meeting with the FDA, with initiation planned for Q1 2025. The value is grounded in the superiority shown over the standard of care (SOC) combination of atezolizumab and bevacizumab in a global randomized Phase 1b/2 study.

Here's a look at the comparative clinical data for amezalpat in first-line advanced HCC:

This clinical performance earned amezalpat both Orphan Drug and Fast Track designations from the FDA in Q1 2025, plus Orphan Drug Designation from the EMA in June 2025.

Addressing rare disease with TPST-1495 for Familial Adenomatous Polyposis (FAP).

Tempest Therapeutics, Inc. addresses the significant unmet need in Familial Adenomatous Polyposis (FAP) with TPST-1495, a novel dual receptor inhibitor of prostaglandin (PGE2) signaling. FAP is a rare, inherited syndrome affecting approximately 1 in 5,000 to 10,000 individuals in the US, where the current standard of care involves surgical removal of the colon early in life. TPST-1495 has the potential to offer a non-surgical treatment option, potentially delaying or eliminating the need for colectomy. The value here is amplified by the regulatory support and external funding:

• Received FDA Orphan Drug Designation (ODD) for FAP in April 2025.
• ODD provides seven years of market exclusivity upon approval.
• A Phase 2 study, funded by the National Cancer Institute (NCI), is set to begin in 2025, with data expected in 2026.

The NCI funding for the Phase 2 trial financially de-risks this program for Tempest Therapeutics, Inc.

Dual-mechanism of action targeting both tumor cells and the immune system.

The scientific value proposition for amezalpat is rooted in its dual mechanism of action (MOA). This is not just a single-target therapy; it aims to attack cancer on two fronts simultaneously. You can see this dual approach reflected in the data presented at the 2025 American Association for Cancer Research (AACR) Annual Meeting.

The MOA involves:

• Direct targeting of tumor cells by inhibiting fatty acid oxidation (FAO).
• Modulating the tumor microenvironment by reducing tumor-promoting immunosuppression.

Specifically, data suggest amezalpat reduces immunosuppression by M2 macrophages and T regulatory cells, which leads to immune activation. This dual action is consistent with the observed clinical superiority in patients across different biomarker statuses.

Finance: draft 13-week cash view by Friday.

Tempest Therapeutics, Inc. (TPST) - Canvas Business Model: Customer Relationships

You're looking at how Tempest Therapeutics, Inc. (TPST) manages its key external relationships as of late 2025. For a clinical-stage biotech, these aren't just customers; they are strategic enablers, funding sources, and scientific validators.

High-touch business development with potential strategic partners/acquirers

Tempest Therapeutics, Inc. is actively engaging in high-level business development discussions, especially as it moves its lead asset, amezalpat (TPST-1120), toward pivotal development in first-line liver cancer (HCC). The company explicitly stated plans to pursue business development discussions or an additional financing to advance this pivotal development. This follows an earlier announcement in April 2025 that the company was exploring a full range of strategic alternatives, including mergers, acquisition, partnerships, joint ventures, or licensing arrangements, retaining MTS Health Partners, L.P. to support this evaluation.

A concrete example of this relationship strategy is the November 2025 announcement of a strategic acquisition of new Dual-CAR T programs from Factor Bioscience Inc. in an all-stock transaction. This deal itself is designed to extend the company's cash runway to mid-2027.

Here's a snapshot of recent financial and strategic relationship milestones:

The company also closed an offering up to $8.35 Million in late November 2025. That's a lot of capital activity to manage stakeholder expectations.

Direct engagement with key opinion leaders and clinical investigators

Engagement with the scientific community is critical for validating the dual mechanism of action for Tempest Therapeutics, Inc.'s assets. You see this engagement through data presentations and regulatory interactions.

• Reported new data at the 2025 American Association for Cancer Research (AACR) Annual Meeting.
• Amezalpat (TPST-1120) showed a six-month improvement in median overall survival (OS) in a global randomized Phase 1b/2 study.
• Received both Orphan Drug and Fast Track designations from the FDA for amezalpat for HCC.
• Completed FDA and EMA interactions for the first-line pivotal study of amezalpat (TPST-1120).

The success of amezalpat in the Phase 2 study provided the positive randomized data set that underpins much of this external validation.

Investor relations focused on communicating pipeline progress and strategic direction

Investor relations for Tempest Therapeutics, Inc. centers on communicating pipeline milestones and the ongoing strategic alternatives process. The company provided updates following its Q2 and Q3 2025 financial results in August and November 2025, respectively.

Key communication points included:

• Communication of the strategic alternatives process initiated in April 2025.
• Reporting the closing of an offering up to $8.35 Million on November 26, 2025.
• Providing updates on the expected runway extension to mid-2027 following the Factor acquisition.
• Management participated in investor conferences, such as the Piper Sandler 36th Annual Healthcare Conference in December 2024.

The focus is definitely on bridging the gap between the science and the capital needed for late-stage development. The stock was trading around $3.03 recently.

Collaborative relationship with the NCI for clinical trial execution

The collaboration with the National Cancer Institute (NCI) is a key, non-dilutive relationship for advancing the pipeline, specifically for TPST-1495. You see this partnership structured through the Cancer Prevention Clinical Trials Network (CPCTN).

The plan is to advance TPST-1495 into a Phase 2 study in patients with Familial Adenomatous Polyposis (FAP) in 2025. This study is under the auspices of the CPCTN and is funded by the NCI Division of Cancer Prevention. This funding structure helps manage cash burn, especially given the cash position of $7.5 million as of September 30, 2025. The company expects to start this NCI/CPCTN Phase 2 collaboration.

Tempest Therapeutics, Inc. (TPST) - Canvas Business Model: Channels

Tempest Therapeutics, Inc. uses several distinct channels to advance its pipeline and engage with the market, spanning clinical operations, regulatory engagement, financial structuring, and scientific dissemination.

Clinical trial sites (global and domestic) for drug development and data generation

The execution of clinical studies relies on established networks, though recruitment status shows variability across programs as of late 2025.

• Amezalpat (TPST-1120) Phase 3 plan for first-line HCC has global investigator support in place.
• The planned Phase 3 study for amezalpat is listed on clinicaltrials.gov but was described as not yet recruiting as of April 2025.
• The planned Phase 3 study for amezalpat is designed for approximately 700 patients.
• The Phase 2 trial for TPST-1495 in Familial Adenomatous Polyposis (FAP) is slated to begin in May 2025.
• The TPST-1495 Phase 2 trial involves approximately 38 patients.
• Primary completion for the TPST-1495 Phase 2 trial is targeted for December 2026.

Regulatory bodies (FDA, EMA) for drug approval and designation filings

Engagement with the U.S. Food and Drug Administration (FDA) and the European Medicines Agency (EMA) has resulted in key designations for both lead candidates.

Investment banks and financial advisors for capital raising and strategic transactions

Tempest Therapeutics, Inc. utilizes investment banks and financial advisors to secure necessary operating capital and explore strategic alternatives, especially given the cash position at the end of Q3 2025.

The company ended Q3 2025 with $7.5 million in cash and cash equivalents, a decrease from $30.3 million on December 31, 2024. The net loss for the third quarter of 2025 was $3.5 million.

• Retained MTS Health Partners, L.P. to assist in evaluating strategic alternatives as of April 2025.
• Completed a registered direct offering in November 2025, securing $4.25 million in net proceeds.
• The November 2025 offering price was $3.625 per share, with warrants priced at $3.50 per share for a potential additional $4.1 million.
• In June 2025, an offering facilitated by H.C. Wainwright & Co. generated approximately $4.6 million in gross proceeds.
• The June 2025 offering price was $6.25 per share.
• Historically, Tempest Therapeutics, Inc. has raised a total of $88.2 million over 2 funding rounds.

Scientific conferences (e.g., AACR) for data presentation and visibility

Presenting clinical and preclinical data at major scientific forums is a key channel for validating science and attracting potential partners.

• Presented new data supporting amezalpat's dual mechanism of action at the 2025 American Association for Cancer Research (AACR) Annual Meeting.
• The AACR presentation took place between April 25-30, 2025, in Chicago, IL.
• The poster presentation details included Abstract Number 2171.
• The presentation session was categorized under Immunology.

Tempest Therapeutics, Inc. (TPST) - Canvas Business Model: Customer Segments

You're looking at the core groups Tempest Therapeutics, Inc. (TPST) targets to validate and commercialize its pipeline of oral cancer therapies. This isn't about selling widgets; it's about securing partnerships and getting novel drugs to patients who desperately need them.

Large pharmaceutical and biotechnology companies seeking late-stage oncology assets

These entities are crucial for providing the capital and infrastructure needed to move late-stage assets, like TPST-1120, into pivotal trials and eventual commercialization, especially since Tempest is actively exploring strategic alternatives due to capital market unavailability. Tempest Therapeutics, Inc. is focused on finding a strategic partner with the resources to advance its programs.

The company has a precedent for this type of engagement, operating under a collaboration with F. Hoffmann-La Roche Ltd for its lead asset, TPST-1120, in first-line Hepatocellular Carcinoma (HCC).

The management team's background supports this focus, with the CEO and CFO having M&A experience from prior roles at companies like Immune Design.

Oncology patients with advanced cancers like HCC, RCC, and Multiple Myeloma

The primary focus here is on patients with advanced solid tumors, particularly those with Hepatocellular Carcinoma (HCC), where Tempest Therapeutics, Inc. is advancing TPST-1120 (amezalpat) toward a pivotal study.

The market context for this segment is substantial, with the global liver cancer drug market size expected to reach $7.6 billion by 2033.

Clinical data supports the value proposition for this patient group: in a Phase 1b/2 study for first-line HCC, the addition of TPST-1120 to the standard of care backbone therapy (atezolizumab and bevacizumab) delivered a six-month improvement in median overall survival (OS), showing 21 months median OS versus 15 months for the control group.

The customer segments defined by indication and development stage are detailed below:

Patients with rare diseases, specifically Familial Adenomatous Polyposis (FAP)

This segment is targeted by TPST-1495, a potential orally bioavailable first-in-class EP2/4 dual antagonist. This represents a significant unmet need, as there are currently no approved drugs to prevent polyps in FAP patients.

The development path for this indication is de-risked financially, as the Phase 2 study is being run and paid for by the National Cancer Institute (NCI) through its Cancer Prevention Clinical Trials Network.

Key milestones for this segment include:

• TPST-1495 received FDA Orphan Drug designation for FAP.
• The FDA granted a "Study May Proceed" letter for the Phase 2 trial in FAP.
• Data from the Phase 2 FAP study is expected in 2026.

Institutional and retail investors providing equity financing

Given the company's operational cash burn and pursuit of strategic alternatives, capital providers are a critical segment for near-term survival and funding clinical progress.

Recent financial activity in late 2025 highlights this dependency:

• As of November 25, 2025, Tempest Therapeutics, Inc. finalized a registered direct offering to raise $4.25 million at $3.625 per share.
• A concurrent private placement of warrants could generate an additional $4.1 million if fully exercised at $3.50 per share.
• The market capitalization around that date was approximately $18.52 million, meaning the offering proceeds represented nearly 23% of the company's value.
• The company ended Q3 2025 with $7.5 million in cash and cash equivalents.

Institutional ownership figures provide a view into this segment's commitment:

Institutional investors hold 22.52% of Tempest Therapeutics stock. Major institutional holders identified include Versant Venture Management LLC and Vanguard Group Inc.

For example, in Q2 2025, VERSANT VENTURE MANAGEMENT, LLC added 269,772 shares to their portfolio, valued at an estimated $1,834,449.

Retail investors provide secondary liquidity, evidenced by the stock price falling 5.04% premarket to $3.96 following the November 25, 2025, offering announcement.

Tempest Therapeutics, Inc. (TPST) - Canvas Business Model: Cost Structure

You're looking at the major cash outlays for Tempest Therapeutics, Inc. (TPST) as they navigate their clinical pipeline and strategic review process through late 2025. For a clinical-stage biotech, the cost structure is heavily weighted toward science and operations, and the numbers from the nine months ended September 30, 2025, show this clearly.

The primary cost drivers are the expenses tied directly to drug development and the overhead required to run the business while exploring strategic options. Here's the quick math on the year-to-date spending:

The total cash burn from operating activities for the nine months ended September 30, 2025, was $23.2 million. This is a key metric for understanding how quickly the company was using its cash reserves.

The R&D spend reduction year-over-year is notable, but it reflects a strategic shift, not necessarily a reduction in core scientific commitment. The costs associated with clinical trial execution and manufacturing for their key programs are embedded within these figures, especially as they prepared for later-stage studies.

• Clinical trial execution and manufacturing costs for Phase 2/3-ready programs, particularly for amezalpat, drove R&D spending in prior periods.
• The R&D expense for the quarter ended September 30, 2025, was only $0.6 million, a sharp drop from $7.6 million in the same quarter of 2024.
• General and Administrative (G&A) expenses for the quarter were $3.0 million, flat compared to the prior year's quarter.

You can see the impact of the strategic review directly in the expense lines. The company was actively managing its cash burn by re-prioritizing efforts, which directly affected R&D spending.

• Costs associated with exploring strategic alternatives and financial advisory fees are captured within G&A and potentially impact R&D spending due to re-prioritization.
• The $5.6 million decrease in year-to-date R&D expenses was primarily due to a decrease in costs incurred as a result of re-prioritizing efforts towards exploring strategic alternatives.
• Q3 2025 G&A expenses were primarily related to consulting and professional services, which often includes costs for strategic advisory work.

The G&A for the nine months ended September 30, 2025, at $10.4 million, was flat compared to the same period in 2024, primarily related to employee compensation costs, inclusive of one-time separation costs, as well as consulting and professional services.

Finance: draft 13-week cash view by Friday.

Tempest Therapeutics, Inc. (TPST) - Canvas Business Model: Revenue Streams

You're looking at the current financial reality for Tempest Therapeutics, Inc. (TPST) as of late 2025. For a clinical-stage biotech, revenue streams are almost entirely non-operational right now; it's all about capital formation and deal structure. Honestly, the numbers reflect a company heavily reliant on external funding to push its pipeline forward.

Currently, no product sales revenue as a clinical-stage company.

As of the third quarter ending September 30, 2025, Tempest Therapeutics reported zero revenue from product sales. This isn't surprising for a company deep in clinical development. The reported revenue for the trailing 12 months ending September 30, 2025, was exactly $0.00. Similarly, the annual revenue for the last reported fiscal year, 2024, was also $0.00.

This means all current financial inflows are from financing activities or potential future deal structures.

Proceeds from equity financing, including at-the-market (ATM) offerings.

Tempest Therapeutics, Inc. has been active in raising capital through equity offerings to extend its operational runway. You can see the recent activity below, which highlights the reliance on selling shares to fund operations, especially given the strategic pivot to explore alternatives.

The November 2025 registered direct offering involved selling 1,172,414 shares at $3.625 per share, with warrants exercisable at $3.50 per share. The June 2025 offering raised $4.6 million by selling 739,000 shares at $6.25 per share. It's clear that these equity raises are a primary, near-term revenue source to cover operating cash burn.

Potential future revenue from an acquisition or merger transaction.

The most significant potential future value event discussed late in 2025 is the all-stock acquisition of certain dual-CAR T programs from Factor Bioscience Inc. This isn't a direct cash revenue stream, but it fundamentally alters the company's asset base and future value proposition. To close this deal, expected in early 2026, Tempest Therapeutics, Inc. will issue 8,268,495 new common shares to Factor Bioscience. This issuance represents approximately 65% of outstanding shares post-closing, indicating a substantial shift in ownership structure.

This transaction is contingent on a pre-closing equity financing securing at least $5.0 million in gross proceeds by December 5, 2025. If that financing condition is not met, the agreement can be terminated, and Tempest may owe a $300,000 termination fee.

Potential future revenue from upfront payments and milestones from a licensing deal.

While the Factor acquisition is structured as an all-stock deal, the strategic rationale points directly to future milestone-based revenue potential. The acquisition is explicitly stated to extend the Company's runway to mid-2027, potentially through value-creating milestones associated with the acquired pipeline assets, like TPST-2003. The company also plans to pursue business development discussions or an additional financing to advance the pivotal development of amezalpat (TPST-1120).

The expected milestones tied to the acquired programs include data readouts in 2026 and a Biologics License Application (BLA) in China planned for 2027. Any successful licensing of these or other pipeline assets would then generate upfront payments and subsequent milestone payments, which are the typical non-dilutive revenue drivers for a company at this stage. Right now, these are purely potential, not booked, revenue.

Finance: draft 13-week cash view by Friday.