SEC Comment Letter 0000000000-25-011525 to Tempest Therapeutics, Inc. (TPST)
Tempest Therapeutics, Inc.
Date: Dec. 12, 2025 · CIK: 0001544227 · Accession: 0000000000-25-011525
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-292026
Letter
December 12, 2025 Stephen Brady Chief Executive Officer Tempest Therapeutics, Inc. 2000 Sierra Point Parkway, Suite 400 Brisbane, CA 94005 Re:Tempest Therapeutics, Inc. Registration Statement on Form S-1 Filed December 9, 2025 File No. 333-292026 Dear Stephen Brady: We have conducted a limited review of your registration statement and have the following comment. Please respond to this letter by amending your registration statement and providing the requested information. If you do not believe a comment applies to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response. After reviewing any amendment to your registration statement and the information you provide in response to this letter, we may have additional comments. Registration Statement on Form S-1 General We note your disclosure in the Form 8-K filed November 19, 2025, incorporated by reference into the registration statement, that as a result of an Asset Purchase Agreement with Erigen LLC and Factor Bioscience Inc., the company will acquire all rights, title and interest to four therapeutic assets. We further note that Erigen is expected to own 65% of the company on a fully-diluted basis; and the Co- Founder, Chairman and Chief Executive Officer of Factor will become the company’s Chief Executive Officer and President. We also note the Asset Purchase Agreement states you will receive funding from Factor of up to $20 million over 18-months pursuant to a commitment letter. Please revise to provide carveout financial statements for Erigen and/or Factor, including pro forma financial statements. 1.
December 12, 2025 Page 2 Alternatively, please tell us why these financial statements are not required. Refer to Rule 11-01(d) of Regulation S-X. We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate time for us to review any amendment prior to the requested effective date of the registration statement. Please contact Daniel Crawford at 202-551-7767 or Laura Crotty at 202-551-7614 with any other questions. Sincerely, Division of Corporation Finance Office of Life Sciences cc:Jaime Chase, Esq.
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December 12, 2025
Stephen Brady
Chief Executive Officer
Tempest Therapeutics, Inc.
2000 Sierra Point Parkway, Suite 400
Brisbane, CA 94005
Re:Tempest Therapeutics, Inc.
Registration Statement on Form S-1
Filed December 9, 2025
File No. 333-292026
Dear Stephen Brady:
We have conducted a limited review of your registration statement and have the
following comment.
Please respond to this letter by amending your registration statement and providing
the requested information. If you do not believe a comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
After reviewing any amendment to your registration statement and the information
you provide in response to this letter, we may have additional comments.
Registration Statement on Form S-1
General
We note your disclosure in the Form 8-K filed November 19, 2025, incorporated by
reference into the registration statement, that as a result of an Asset Purchase
Agreement with Erigen LLC and Factor Bioscience Inc., the company will acquire all
rights, title and interest to four therapeutic assets. We further note that
Erigen is expected to own 65% of the company on a fully-diluted basis; and the Co-
Founder, Chairman and Chief Executive Officer of Factor will become the company’s
Chief Executive Officer and President. We also note the Asset Purchase Agreement
states you will receive funding from Factor of up to $20 million over 18-months
pursuant to a commitment letter. Please revise to provide carveout financial
statements for Erigen and/or Factor, including pro forma financial statements.
1.
December 12, 2025
Page 2
Alternatively, please tell us why these financial statements are not required. Refer to
Rule 11-01(d) of Regulation S-X.
We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence
of action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
Please contact Daniel Crawford at 202-551-7767 or Laura Crotty at 202-551-7614
with any other questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:Jaime Chase, Esq.