Terns Prices Upsized $150.15M Public Offering

FOSTER CITY, Calif., Sept. 10, 2024 – Terns Pharmaceuticals, Inc. (Nasdaq: TERN), a clinical-stage biopharmaceutical firm, announced the pricing of its enlarged underwritten public offering. The offering includes 11,919,048 shares of common stock priced at $10.50 per share. Additionally, pre-funded warrants to purchase 2,380,952 shares of common stock are priced at $10.4999 per pre-funded warrant. The gross proceeds from this offering are anticipated to be around $150.15 million before subtracting underwriting discounts and other expenses. The underwriters have a 30-day option to buy up to an additional 2,145,000 shares at the same price, minus underwriting discounts. The closing of the offering is scheduled for September 12, 2024, pending customary conditions.

The securities are being offered solely by Terns Pharmaceuticals. Jefferies and TD Cowen are leading the management of the offering, with BMO Capital Markets and UBS Investment Bank also participating as bookrunners. Citizens JMP and Mizuho are acting as co-lead managers.

The company plans to utilize the net proceeds from this offering to support research, clinical trials, development, and manufacturing of its key product candidates, which include TERN-701, TERN-601, and other programs like the TERN-800 series. Additionally, funds will be used for working capital and general corporate purposes.

A shelf registration statement on Form S-3 (File No. 333-269508) related to the securities in this offering was filed with the Securities and Exchange Commission (SEC) on February 1, 2023, and became effective on February 10, 2023. This offering will be conducted only through a prospectus supplement and an accompanying prospectus that are part of the registration statement. A preliminary prospectus supplement and accompanying prospectus have been filed with the SEC and are accessible on the SEC’s website. A final prospectus supplement will also be filed. Copies of these documents can be obtained by prospective investors from Jefferies LLC or TD Securities (USA) LLC.

About Terns Pharmaceuticals:
Terns Pharmaceuticals, Inc. is a clinical-stage biopharmaceutical company focused on developing small-molecule treatments for serious diseases, including cancer and obesity. Terns’ pipeline includes several clinical stage development programs: an allosteric BCR-ABL inhibitor, a small-molecule GLP-1 receptor agonist, a THR-β agonist, and a preclinical GIPR modulator discovery effort, prioritizing a GIPR antagonist candidate.

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