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All-stock acquisition includes clinical-stage CD19/BCMA Dual-CAR T program
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Acquisition will expand existing advanced clinical-stage pipeline of amezalpat (PPAR⍺ Antagonist, Phase 3-ready) and TPST-1495 (Dual Ep2/4 Antagonist, Phase 2 start expected near term)
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The anticipated preclosing equity financing and an investment commitment from Factor Bioscience is expected to extend Tempest’s runway to mid 2027 and through potentially significant milestones
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Plan to proceed with execution of globally approved protocol for amezalpat in first-line HCC subject to additional resources or partnerships
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Matt Angel, Ph.D. to assume role of President and CEO and Stephen Brady to assume role of Chairman of the board of directors upon closing of the acquisition
BRISBANE, Calif., Nov. 19, 2025 (GLOBE NEWSWIRE) -- In a transaction designed to both expand its pipeline and extend its runway, Tempest Therapeutics, Inc. (Nasdaq: TPST) (“Tempest” or “the Company”), a clinical-stage biotechnology company with a pipeline of targeted and immune-mediated therapeutics to fight cancer, today announced that it has entered into definitive agreements to acquire certain dual-targeting chimeric antigen receptor (CAR)-T programs from Factor Bioscience Inc. and its affiliates (collectively, “Factor”) in an all-stock transaction (the “Proposed Transaction”). The Proposed Transaction is expected to close in early 2026, subject to necessary stockholder approvals and satisfaction of closing conditions (the “Closing”).
The Proposed Transaction will expand and further diversify Tempest’s existing clinical-stage pipeline, with the acquisition of the first clinical-stage CD19/BCMA parallel structured dual-CAR T specifically designed to target patients with extramedullary disease (EMD), which we are referring to as TPST-2003. In addition, the Company expects that existing cash at Closing and an investment commitment from Factor will support the Company’s planned operations to mid 2027, including through potential key development and data milestones in 2026 and 2027.
Key Takeaways:
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Subject to stockholder approval and satisfaction of closing conditions, the Proposed Transaction will both further diversify Tempest’s pipeline and extend the Company’s runway to mid 2027, potentially through value-creating milestones
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Tempest plans to pursue business development discussions or an additional financing to advance the pivotal development of amezalpat (TPST-1120) in first-line liver cancer (“HCC”)
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TPST-2003: dual CD19/BCMA CAR-T program
Phase 1 complete in patients with relapsed multiple myeloma (“rrMM”), with data expected in 2026 and a biologics license application (“BLA”) in China planned for 2027
Phase 1 currently enrolling patients with POEMs syndrome, with data expected in 2027 and a BLA in China planned for 2028
Tempest will have global rights to TPST-2003 outside of China, India, Turkey and Russia, and plans to pursue a potential registrational study in rrMM in the U.S. starting in 2027
Data from Chinese pivotal study expected to validate probability of success for Tempest program, and rights will include the right to reference data generated in support of the planned China BLA
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Tempest expects a Phase 2 study of TPST-1495 in familial adenomatous polyposis (“FAP”) to enroll the first patient in 2026 and to be funded by the National Cancer Institute and operationalized by the Cancer Prevention Clinical Trials Network
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Plan to continue the development of additional new preclinical and research-stage pipeline programs:
TPST-2206: dual-targeting CD70/CD70 CAR-T for renal cell carcinoma
TPST-3003: allogeneic dual-targeting CD19/BCMA
TPST-3206: allogeneic dual-targeting CD70/CD70
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Tempest will issue 8,268,495 shares of its common stock, par value $0.001 per share (“Common Stock”), to an affiliate of Factor, equal to 65% of the outstanding shares of Common Stock, inclusive of newly issued shares, as of November 19, 2025.
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Existing Tempest stockholders will be entitled to receive one (1) common stock warrant for every share of Common Stock held and outstanding at a date immediately prior to the Closing (the “Warrants”). The Warrants will be immediately exercisable with an initial exercise price equal to $18.48 and will expire five years from the issuance date.
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Existing cash at Closing and an investment commitment from Factor is expected to provide a runway to mid 2027 and potentially through key data milestones.
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Upon Closing, Matt Angel, Ph.D. will become president and chief executive officer (“CEO”) of Tempest and current Tempest president and CEO Stephen Brady will become Chairman of the Company’s board of directors.
“The Proposed Transaction will result in an even more diversified portfolio that we believe provides stockholders with new opportunity for value creation and patients with new potential therapies,” said Stephen Brady, president and chief executive officer of Tempest. “With the new funding support, Tempest has increased its opportunity to realize potential value creating milestones in the midst of this prolonged challenging market.”
Dr. Angel added, “I echo Steve’s sentiments and share in the vision to bring innovative therapies to patients with cancer. I believe there is significant potential to be realized in combining these programs and look forward to working with the Tempest team to bring these programs forward for the benefit of patients.”
Approvals and Timing
The board of directors of Tempest has unanimously approved the Proposed Transaction and intends to recommend that Tempest stockholders vote to adopt the asset purchase agreement and the related issuance of Common Stock with respect to the Proposed Transaction at a meeting of stockholders.
The Proposed Transaction is conditioned upon approval of the holders of a majority of the outstanding shares of Common Stock of Tempest entitled to vote to adopt the asset purchase agreement with respect to the Proposed Transaction.
Completion of the transaction is expected in early 2026, subject to the approval of Tempest stockholders and the satisfaction of other customary closing conditions.
About Tempest Therapeutics
Tempest Therapeutics is a clinical-stage biotechnology company with a diverse portfolio of small molecule product candidates containing tumor-targeted and/or immune-mediated mechanisms with the potential to treat a wide range of tumors. The company’s novel programs range from early research to later-stage investigation in a randomized global study in first-line cancer patients. Tempest is headquartered in Brisbane, California.