TPSTTempest Therapeutics, Inc. · Nasdaq Capital Market
Effective Supply — the real overhang

From what's tradeable today to what's realistically coming. Bigger = more selling pressure ahead.

9.65M
Reported Float
7.48M
Tradeable Now
(estimated float)
▲ data says 9.65Moverstated 29%
8.04M
Effective Supply
36.75M
Fully Diluted
Dilution risk7/10
CONFIDENCE: MEDIUM
HIGHAssessed Sep 1, 2026Trigger: EFFECT registration filingCRITICALVariable-rate equity line (ELOC) with floating discount pricingCRITICALExplosive share count growth / serial financing cadence

Driven almost entirely by an active variable-priced issuance channel plus a relentless issuance cadence, not by the warrant book. (1) Convertibles/preferred: no notes and no outstanding preferred, but the Lincoln Park ELOC executed 2026-08-13 is a floating-discount facility — 97% of the lower of the day's lowest sale price and the average of the three lowest closes over 10 prior sessions (96% on accelerated purchases), Floor Price $0.15. At $1.09 the 3,195,881-share Exchange Cap (19.99%) binds absent stockholder approval, and that alone equals 43% of the estimated 7.48M float; the full S-1 registers 8,910,579 shares = 119% of float. (2) Warrants: 11,064,204 outstanding at a $12.09 weighted-average strike, and every tranche is out of the money versus $1.09 — nearest is 2,344,828 New Warrants at $1.73 (59% above market), then 1,851,854 Series A/B at $2.16 (98% above), then 6,784,989 dividend warrants at $18.48 (17x above). Low immediate risk, but the company already demonstrated it will reprice: the November 2025 warrants were cut from $3.50 to $1.73 in the May 2026 inducement, so these strikes should be treated as soft. (3) Recent activity: extreme — Nov 2025 RDO, Feb 2026 issuance of 8,268,495 shares for the Erigen assets, March 2026 PIPE, May 2026 warrant inducement, Aug 2026 ELOC plus 560,356 commitment shares. Shares outstanding went from 4,440,161 (2025-08-04) to 16,539,767 (2026-08-19), +272%. (4) History: three reverse splits (2018 1:15, 2021 1:15, 2025 1:13) and repeat counterparties on the aggressive microcap circuit (Sabby, H.C. Wainwright, Lincoln Park). Score held to 7 rather than 8-10 because the ELOC has not yet been drawn (registration not effective), there are zero convertible notes or preferred outstanding, and the entire warrant book is out of the money.

Share Structure

Float to Fully Diluted Breakdown

LIKELY STALE

Reported float from Insight Sentry (NASDAQ:TPST), as-of date unknown; paired with shares outstanding of 15,979,411, matching the 2026-06-30 10-Q balance sheet. Adjusted based on SEC filing analysis.

Float Discrepancy: our SEC analysis shows 7.48M vs 9.65M reported — overstated 29%

The Insight Sentry / TradingView float of 9,645,884 is ~29% higher than our 7,476,577 estimate. Two events are being mishandled: (1) the 8,268,495 shares issued to Erigen LLC on 2026-02-03 as consideration for the CAR-T asset purchase — this is a related-party affiliate block (CEO Matt Angel controls Factor Bioscience; Lotus Capital BVI holds ~26%) that the feed appears to be partially counting as...

Reported Float9.65M26.2%
Convertible Notes8.35M22.7%
None outstanding — Oxford Finance term loan repaid in full 2025-04-08 and terminated; no convertible notes disclosed
Conv. Price: unknown
Shares: Variable — cannot estimate
Lincoln Park Capital equity line of credit (functions as a variable-priced issuance facility, not a note): up to $50.0M; Regular Purchase price = 97% of the lower of (i) lowest sale price on purchase date and (ii) average of 3 lowest closing prices over prior 10 business days; Accelerated Purchases at 96% of the lower of VWAP and closing price; Floor Price $0.15
Conv. Price: floating_discount
Est. Shares: ~8.35M (agent-computed)
Warrants11.06M30.1%
common6.78M shares at $18.48
common2.34M shares at $1.73
common926K shares at $2.16
common926K shares at $2.16
placement_agent82K shares at $2.1625
Options / RSUs800K2.2%
Stock Options800K shares
≈ Estimated Actual Float

Reported float + filing adjustments

7.48M

MEDIUM confidence

Pending Shares as % of Float270.4%

Registered and convertible shares that could enter the float relative to current float size.

Fully Diluted36.75M100%

Share estimates are approximate. Convertible share counts based on current price. Review SEC filings for exact terms.

See the full breakdown

Red flags, financing counterparties, the deal timeline, and every SEC filing — free with an account.

Sign in to continue
Dilution profile
Reverse splits (3)
  • 1-for-13·Apr 9, 2025~1 yr ago
  • 1-for-15·Jun 28, 2021~5 yr ago
  • 1-for-15·Dec 10, 2018~8 yr ago
Active mechanisms
  • Lincoln Park Capital equity line of credit — up to $50.0M ($25.0M initial, auto-increasing), floating price at 96-97% of recent low prices, 24-month term, $0.15 floor, 3,195,881-share Exchange Cap absent stockholder approval, 4.99% beneficial ownership limitation
  • S-1 resale registration for 8,910,579 Lincoln Park shares (pending effectiveness — commencement of ELOC sales is conditioned on it)
  • 11,064,204 outstanding common/placement-agent warrants with demonstrated repricing precedent (Nov 2025 warrants cut $3.50 to $1.73 in May 2026)
  • Warrant inducement mechanic — H.C. Wainwright entitled to 7% cash fee plus 7% warrant coverage on future cash exercises of New Warrants within 24 months, creating a structural incentive for further repricing rounds
  • Effective resale S-3s covering the 8,268,495 Erigen affiliate block and the 2,777,781 March 2026 PIPE/warrant shares
  • Baby shelf S-3 333-280918 (~$2.9M primary capacity at current float value) and $11.6M nominal ATM capacity with Jefferies (prospectus suspended, requires a new prospectus supplement to reactivate)
  • Equity plan evergreen — 2023 Plan auto-increases 4% of outstanding each January 1 through 2033; 2019 ESPP up to 38,461/year; 1,378,754 shares currently available for grant

Market Data

Price

$0.76

Market Cap

$16.45M

Outstanding

15.98M

Float

9.65M

Avg Volume

2.89M

Exchange: NASDAQ|Source: Insight Sentry
TPST Float & Dilution Analysis | ShareStructure.io