Terns Pharmaceuticals Initiates $125 Million Public Offering to Advance Oncology and Obesity Treatment Pipeline

Terns Pharmaceuticals, Inc., headquartered in Foster City, California, is a clinical-stage biopharmaceutical company focused on developing small-molecule product candidates to address serious diseases such as oncology and obesity. The company announced on September 9, 2024, that it has initiated an underwritten public offering of $125 million worth of its common stock. Additionally, for certain investors, the offering will include pre-funded warrants to purchase common stock. Terns Pharmaceuticals plans to grant the underwriters a 30-day option to purchase up to an additional $18.75 million worth of common stock at the public offering price, excluding underwriting discounts and commissions.

Jefferies and TD Cowen are appointed as the lead book-running managers for this proposed offering, with UBS Investment Bank also acting as a bookrunner. The shares and pre-funded warrants will all be offered by Terns, and the offering's completion depends on market conditions and other factors, with no assurance on whether or when it will be finalized or its exact size and terms.

The net proceeds from the offering are earmarked for various key initiatives at Terns Pharmaceuticals. These include funding research, clinical trials, development, and manufacturing of the company's primary product candidates, including TERN-701, TERN-601, and other programs within the TERN-800 series. Additionally, the funds will support working capital and general corporate purposes.

A shelf registration statement related to the offered securities was filed with the Securities and Exchange Commission (SEC) on February 1, 2023, and became effective on February 10, 2023. The offering will be conducted exclusively through a prospectus supplement and accompanying prospectus that is part of the registration statement. A preliminary prospectus supplement and accompanying prospectus will be filed with the SEC and made available on its website. Interested parties can obtain copies of these documents from Jefferies LLC or TD Securities (USA) LLC upon availability.

This announcement does not constitute an offer to sell or a solicitation of an offer to buy the securities, nor will there be any sale of these securities in any jurisdiction where such an offer, solicitation, or sale would be illegal prior to registration or qualification under the securities laws of that jurisdiction.

Terns Pharmaceuticals is committed to developing a diverse pipeline of small-molecule product candidates. Their current pipeline includes three clinical-stage development programs: an allosteric BCR-ABL inhibitor, a small-molecule GLP-1 receptor agonist, and a THR-β agonist. Additionally, there is a preclinical effort to discover a GIPR modulator, with a focus on a GIPR antagonist candidate.

The proposed public offering marks a significant step for Terns Pharmaceuticals as it seeks to advance its pipeline of product candidates aimed at addressing serious health conditions such as cancer and obesity. The funds raised are expected to significantly bolster the company's research and development efforts, potentially bringing new treatments closer to fruition.

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