Tempest Therapeutics Acquires Dual-CAR T Programs from Factor Bioscience in Strategic All-Stock Transaction
核心洞察
Tempest Therapeutics announced an all-stock acquisition of dual-targeting CAR-T programs from Factor Bioscience (搜索), including the clinical-stage CD19 (搜索)/BCMA (搜索) dual-CAR T program TPST-2003 (搜索) designed for extramedullary disease (搜索) patients.
The transaction will extend Tempest's operational runway to mid-2027 and expand its pipeline beyond existing programs amezalpat and TPST-1495, with Factor's investment commitment providing additional funding support.
TPST-2003 (搜索) has completed Phase 1 trials in relapsed multiple myeloma (搜索) patients with data expected in 2026, and Tempest plans to pursue U.S. registrational studies starting in 2027.
Tempest Therapeutics announced a strategic all-stock acquisition of dual-targeting chimeric antigen receptor (CAR)-T programs from Factor Bioscience (搜索), marking a significant expansion of the clinical-stage biotechnology company's oncology pipeline. The transaction, expected to close in early 2026 pending stockholder approval, will bring Factor's innovative dual-CAR T technologies under Tempest's umbrella while extending the company's operational runway to mid-2027.
Acquisition Details and Financial Structure
The proposed transaction involves Tempest issuing 8,268,495 shares of common stock to Factor Bioscience (搜索), representing 65% of outstanding shares inclusive of newly issued shares as of November 19, 2025. Existing Tempest stockholders will receive one common stock warrant for every share held, with warrants exercisable at $18.48 and expiring five years from issuance.
"The Proposed Transaction will result in an even more diversified portfolio that we believe provides stockholders with new opportunity for value creation and patients with new potential therapies," said Stephen Brady, current president and CEO of Tempest. The combined funding from existing cash and Factor's investment commitment is expected to support operations through potentially significant milestones in 2026 and 2027.
TPST-2003: Lead Dual-CAR T Program
The centerpiece of the acquisition is TPST-2003 (搜索), described as the first clinical-stage CD19 (搜索)/BCMA (搜索) parallel structured dual-CAR T specifically designed to target patients with extramedullary disease (搜索) (EMD). The program has completed Phase 1 trials in patients with relapsed multiple myeloma (搜索), with data expected in 2026 and a biologics license application planned for China in 2027.
Currently, Phase 1 enrollment continues for patients with POEMs syndrome (搜索), with data anticipated in 2027 and a China BLA planned for 2028. Tempest will acquire global rights to TPST-2003 (搜索) outside of China, India, Turkey, and Russia, positioning the company to pursue potential registrational studies in relapsed multiple myeloma (搜索) in the United States starting in 2027.
The acquisition includes rights to reference data generated in support of the planned China BLA, with the Chinese pivotal study expected to validate the probability of success for Tempest's program development.
Expanded Pipeline and Development Plans
Beyond TPST-2003 (搜索), the acquisition brings additional preclinical and research-stage programs to Tempest's portfolio:
- TPST-2206: dual-targeting CD70/CD70 CAR-T for renal cell carcinoma
- TPST-3003: allogeneic dual-targeting CD19/BCMA
- TPST-3206: allogeneic dual-targeting CD70/CD70
The transaction complements Tempest's existing advanced clinical-stage pipeline, including amezalpat (PPAR⍺ (搜索) Antagonist, Phase 3-ready) and TPST-1495 (Dual Ep2/4 Antagonist). The company expects a Phase 2 study of TPST-1495 in familial adenomatous polyposis (搜索) to enroll its first patient in 2026, funded by the National Cancer Institute and operationalized by the Cancer Prevention Clinical Trials Network.
Tempest plans to pursue business development discussions or additional financing to advance the pivotal development of amezalpat in first-line hepatocellular carcinoma (搜索), with a globally approved protocol ready for execution subject to additional resources or partnerships.
Leadership Transition
Upon closing, Matt Angel, Ph.D., co-founder and CEO of Factor Bioscience (搜索) since 2011, will assume the role of President and CEO of Tempest. Stephen Brady will transition to Chairman of the board of directors. Dr. Angel brings extensive experience in cell therapy development, having led Brooklyn Immunotherapeutics (搜索) as CEO from 2022-2023 and co-founded cell therapy companies Novellus Therapeutics (搜索) and Exacis Biotherapeutics (搜索).
"I believe there is significant potential to be realized in combining these programs and look forward to working with the Tempest team to bring these programs forward for the benefit of patients," Dr. Angel stated. He holds more than 150 patents covering mRNA, nucleic acid delivery, gene editing, and cell reprogramming technologies, with a Ph.D. from MIT where he published seminal discoveries in mRNA research.
Regulatory and Timeline Considerations
The transaction requires approval from holders of a majority of Tempest's outstanding common stock. The board of directors has unanimously approved the proposed transaction and intends to recommend stockholder adoption of the asset purchase agreement. MTS Health Partners serves as financial advisor to Tempest, with Cooley LLP providing legal counsel.
The strategic combination positions Tempest to advance multiple clinical programs simultaneously while maintaining financial stability through a challenging biotechnology market environment. With data readouts expected across multiple programs in 2026 and 2027, the expanded pipeline offers multiple opportunities for value creation and potential regulatory milestones.