Terns Announces Pricing of Upsized $150.15 Million Public Offering

FOSTER CITY, Calif., Sept. 10, 2024 (GLOBE NEWSWIRE) -- Terns Pharmaceuticals, Inc. (“Terns” or the “Company”) (Nasdaq: TERN), a clinical-stage biopharmaceutical company developing a portfolio of small-molecule product candidates to address serious diseases, including oncology and obesity, today announced the pricing of its upsized underwritten public offering of 11,919,048 shares of its common stock at a public offering price of $10.50 per share, and, in lieu of common stock to certain investors, pre-funded warrants to purchase 2,380,952 shares of its common stock at a public offering price of $10.4999 per pre-funded warrant, in each case before underwriting discounts and commissions. The gross proceeds from the offering, before deducting underwriting discounts and commissions and other offering expenses payable by Terns, are expected to be approximately $150.15 million, excluding any exercise of the underwriters’ option to purchase additional shares. Terns has granted the underwriters a 30-day option to purchase up to an additional 2,145,000 shares of common stock at the public offering price, less underwriting discounts and commissions. The offering is expected to close on September 12, 2024, subject to customary closing conditions. All of the securities are being offered by Terns.

Jefferies and TD Cowen are acting as lead book-running managers for the proposed offering. BMO Capital Markets and UBS Investment Bank are also acting as bookrunners for the proposed offering. Citizens JMP and Mizuho are acting as co-lead managers for the proposed offering.

Terns intends to use the net proceeds from the proposed offering, to fund research, clinical trials, development and manufacturing of the Company’s key product candidates, including TERN-701, TERN-601 and other programs, including Terns’ TERN-800 series, and for working capital and general corporate purposes.

A shelf registration statement on Form S-3 (File No. 333-269508) relating to the securities offered in the public offering was filed with the Securities and Exchange Commission (the “SEC”) on February 1, 2023 and declared effective on February 10, 2023. The offering will be made only by means of a prospectus supplement and accompanying prospectus that form a part of the registration statement. A preliminary prospectus supplement and accompanying prospectus relating to the offering have been filed with the SEC and are available on the SEC’s website located at www.sec.gov. A final prospectus supplement relating to the offering will be filed with the SEC. Copies of the preliminary prospectus supplement, final prospectus supplement, and accompanying prospectus relating to this offering, when available, may be obtained from Jefferies LLC, Attention: Equity Syndicate Prospectus Department, 520 Madison Avenue, New York, NY 10022, by telephone at 877-821-7388 or by email at [e-mail] or TD Securities (USA) LLC, 1 Vanderbilt Avenue, New York, NY 10017, by telephone at 855-495-9846, or by email at [e-mail].