Terns Announces Closing of Public Offering of Shares of Common Stock and Pre-Funded Warrants, Including Full Exercise of Underwriters’ Option to Purchase Additional Shares

FOSTER CITY, Calif., Sept. 12, 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 closing of its previously announced underwritten public offering of 14,064,048 shares of its common stock, including 2,145,000 shares sold pursuant to the underwriters’ exercise in full of their option to purchase additional shares, 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 approximately $172.7 million. All of the securities were offered by Terns.

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

The public offering was made pursuant to a registration statement on Form S-3 (File No. 333-269508) previously filed with the Securities and Exchange Commission (the “SEC”), which became effective on February 10, 2023. A prospectus supplement and accompanying prospectus relating to the offering was filed with the SEC and is available on the SEC’s website located at www.sec.gov. Copies of the prospectus supplement and accompanying prospectus relating to this offering 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].