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Dilution profile // every instrument, one screen, from SEC filings

Tempest Therapeutics, Inc. (TPST)

CIK 1544227 · all EDGAR filings →

Overall dilution risk
HIGHworst of 4 computed signals (offering ability)
= the worst band among the computed sub-ratings, no hidden weighting
Offering ability
HIGH$21.1M registered
= total registered offering amount from the fee exhibits of live registrations (bands: $1M / $20M)
registered capacity, not remaining: amounts already taken down are not subtracted yet
Overhead supply
LOWwarrants = 0% of O/S
= warrant shares outstanding divided by current shares outstanding (bands: 20% / 50%)
warrants only; converts, ATMs and equity lines are not in free structured data, so the true overhead is AT LEAST this
Historical dilution
LOW+11% O/S in 3y
= share count now vs 3 years ago (bands: 30% / 100%); a reverse split pushes this negative
a reverse-split-sized cliff is in this window; read the chart
Cash need
HIGH~0.3 months of runway
= cash vs trailing operating burn (bands: 6mo / 24mo; positive operating CF = low)
the company itself flagged going-concern doubt

Same rating bands the category standard uses, but free, with the formula on the chip and the gaps in the data said out loud.

Shares outstanding over time

2020-11-032026-05-08

Latest: 14.8M shares as of May 8, 2026 (10-Q). Share count fell from 45.5M to 3.7M between Mar 21, 2025 and Apr 25, 2025, a pattern consistent with a reverse split (roughly 1-for-12); simultaneous issuance can skew the raw ratio, so confirm in the filings. The red bar marks the cliff.

Cash runway

Going-concern warning

auditor flagged substantial doubt

The company itself flagged going-concern doubt in a filing.

Full breakdown: cash runway tool · source filing →

Warrants

TrancheWarrantsExercise priceTermNotes
Series A Warrantsnot tagged$2.16——

Tranches exactly as the company dimensioned them in its 10-Q filed Aug 13, 2026 →. Groupings can overlap (a “Series E and F” row is not additive with a “Series E” row), so do not sum this column. A tranche the filer did not tag is absent here, not absent from the cap table. DOWN-ROUND = the filer tagged price-protection accounting scoped to that tranche.

Warrants outstanding: 17,125 underlying shares, as reported Dec 31, 2020 (10-K).

Reported exercise price: $18.48 (aggregate figure as tagged; individual tranches vary).

Rough fully diluted estimate: 14.8M = 14.8M O/S + 17,125 warrant shares. An estimate, not a filing figure: it ignores converts, options and RSUs, and the two inputs carry different as-of dates.

Convertible notes

No convertible-note facts tagged in the 10-Q filed Aug 13, 2026. If convertible notes exist, their terms live in exhibit prose for this filer and are not parsed; absence of a tag is not proof of absence. The exhibits are the ground truth.

Fully diluted build-up

Shares outstanding plus every potential-share instrument the filer tagged in XBRL, each at its own as-of date. An estimate assembled from filed figures, not a filing figure itself.

Shares outstanding14.8MMay 8, 2026
+ Warrants (aggregate, as tagged) (if exercised)17,125Dec 31, 2020
Fully diluted estimate14.8M+0.1% vs O/S

Still excluded, because the filer does not tag them in countable form: employee options and RSUs, any instrument living only in exhibit prose, and instruments above missing a share count. Inputs carry different as-of dates, shown per row. Each figure traces to the tranche and note tables above and their cited filings.

Registrations and offerings

Registered offering capacity on live registrations: $21.1Mfrom the structured fee exhibits; registered is not remaining, takedowns are not subtracted

S-3Jun 26, 2026$3.0M registeredfiling →
S-3Apr 2, 2026$4.4M registeredfiling →
S-3Mar 30, 2026$13.7M registeredfiling →

Last 12 months: 7 executed · 4 registered.

EXECUTEDAug 13, 2026Unregistered share sale disclosed (8-K item 3.02)8-K →
UPDATEJul 8, 2026Prospectus update — often a resale registration, not necessarily new capital424B3 →
EFFECTIVEJul 7, 2026SEC declared a registration effective — selling can beginEFFECT →
REGISTEREDJun 26, 2026S-3 registration — capacity to sell shares, not a sale yetS-3 →
EXECUTEDJun 2, 2026Unregistered share sale disclosed (8-K item 3.02)8-K →
UPDATEApr 10, 2026Prospectus update — often a resale registration, not necessarily new capital424B3 →
UPDATEApr 10, 2026Prospectus update — often a resale registration, not necessarily new capital424B3 →
EFFECTIVEApr 9, 2026SEC declared a registration effective — selling can beginEFFECT →
EFFECTIVEApr 3, 2026SEC declared a registration effective — selling can beginEFFECT →
REGISTEREDApr 2, 2026S-3 registration — capacity to sell shares, not a sale yetS-3 →
REGISTEREDMar 30, 2026S-3 registration — capacity to sell shares, not a sale yetS-3 →
EXECUTEDMar 23, 2026Unregistered share sale disclosed (8-K item 3.02)8-K →

Full history and shelf status: offering checker · S-3 shelf checker

Source: SEC EDGAR XBRL company facts and filing metadata, fetched live and cached briefly. Share counts are cover-page figures with their form named. Warrant tranches and convertible notes come from the dimensioned facts in the latest 10-Q/10-K instance document, exactly as the company tagged them; untagged tranches and notes are absent, not disproven. Nothing on this page is manually verified and nothing is behind a login: what free data supports is shown, what it cannot support is stated. Not investment advice.

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