Tempest Therapeutics, Inc. (NASDAQ: TPST) entered into a definitive all‑stock agreement to acquire dual‑targeting chimeric antigen receptor (CAR‑T) programs from Factor Bioscience Inc. and its affiliates. The deal will issue 8,268,495 new shares of TPST common stock—representing 65% of the company’s outstanding shares after the transaction—to a Factor affiliate, and will be completed in early 2026 subject to shareholder approval and customary closing conditions.
The acquisition adds the first clinical‑stage CD19/BCMA parallel‑structured dual‑CAR‑T program, designated TPST‑2003, to Tempest’s pipeline. TPST‑2003 has completed Phase 1 trials in relapsed multiple myeloma patients, with data expected in 2026 and a biologics license application slated for China in 2027. Global rights to the program are granted outside China, India, Turkey, and Russia, positioning Tempest to address extramedullary disease—a patient population with limited therapeutic options.
Strategically, the deal diversifies Tempest’s oncology portfolio, which has historically focused on small‑molecule agents such as amezalpat and TPST‑1495. By adding a cell‑therapy asset, the company expands its modality mix and taps a high‑growth market. The transaction also extends the company’s cash runway to mid‑2027, supported by an investment commitment from Factor that will fund key development milestones in 2026 and 2027.
The transaction triggers a leadership transition: Matt Angel, Ph.D., co‑founder of Factor Bioscience, will become President and CEO, while current CEO Stephen Brady will assume the role of Chairman. Angel’s background in cell therapy and prior executive experience are expected to accelerate the integration of the new program and guide the company’s expanded strategy.
Existing TPST shareholders will receive warrants equal to one per share held, exercisable at $18.48 and expiring in five years. The issuance of 8,268,495 shares and the accompanying warrants represent a substantial dilution of current ownership, a factor that has prompted a sharp negative reaction from investors. Despite the dilution, the acquisition is viewed as a long‑term value driver, providing both a promising therapeutic asset and additional capital to support ongoing pipeline development.
Investors have expressed concern over the immediate dilution and the shift in ownership structure, but the deal is also seen as a strategic move to secure expertise and resources that will underpin Tempest’s future growth. The market’s negative reaction reflects the weight investors place on short‑term ownership dilution versus the potential long‑term benefits of the new CAR‑T program and extended runway.
In summary, the all‑stock acquisition of Factor Bioscience’s dual‑CAR‑T programs marks a significant pivot for Tempest Therapeutics, blending small‑molecule and cell‑therapy modalities while extending its financial horizon. The transaction’s immediate dilution and leadership change present short‑term challenges, but the added therapeutic platform and capital infusion position the company for accelerated development and broader market reach.
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