Tempest Therapeutics Inc. (TPST) is having the kind of day that makes shareholders question their life choices. The stock plummeted roughly 50% Wednesday morning after the company announced it's acquiring dual-CAR T programs from Factor Bioscience in an all-stock deal that's about as dilutive as it gets.

The Dilution Problem

Here's the issue: Tempest will issue approximately 8.27 million new shares to Factor, which equals 65% of the company's outstanding stock. That's not a typo. Existing shareholders are watching their ownership stakes get sliced by nearly two-thirds overnight. The market's reaction suggests investors aren't thrilled about this particular capital allocation strategy.

To soften the blow, Tempest is throwing existing shareholders a bone in the form of warrants exercisable at $18.48 per share. Whether that's adequate compensation depends on your view of the company's future prospects and your tolerance for watching your stake shrink dramatically.

New Programs, New Leadership

The deal isn't just reshuffling the cap table. It's also reshuffling the executive suite. Factor co-founder Dr. Matt Angel will replace Stephen Brady as CEO when the transaction closes, expected in early 2026. Leadership changes alongside dilutive acquisitions tend to make investors nervous, and today's price action confirms that theory.

On the strategic side, Tempest gains the clinical-stage TPST-2003 program and projects that the deal, combined with new investment commitments, will push its cash runway into mid-2027. The company is essentially betting that these new programs justify the massive dilution.

Price Action: Tempest Therapeutics shares were trading down 50% at $4.60 at the time of publication Wednesday, hovering near the stock's 52-week low of $4.95. The technical picture looks equally grim, with bearish signals across short, medium, and long-term price trends.