TERN / Terns Pharmaceuticals, Inc. - SEC Filings, Annual Report, Proxy Statement

Terns Pharmaceuticals, Inc.
US ˙ NasdaqGS ˙ US8808811074

Basic Stats
LEI 254900S1ZDQMF4MYP709
CIK 1831363
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis. These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Terns Pharmaceuticals, Inc.
SEC Filings (Chronological Order)
This page provides a complete, chronological list of SEC Filings, excluding ownership filings which we provide elsewhere.
August 5, 2025 8-K

FORM 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 05, 2025 Terns Pharmaceuticals, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39926 98-1448275 (State or Other Jurisdiction of Incorporation) (Commis

August 5, 2025 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39926 Terns Pharmaceuticals, Inc.

August 5, 2025 EX-99.1

Terns Pharmaceuticals Reports Second Quarter 2025 Financial Results and Provides Corporate Updates Phase 1 trial of TERN-701 in chronic myeloid leukemia (CML) enrolling well; efficacy and safety data including 6-month major molecular response (MMR) r

Exhibit 99.1 Terns Pharmaceuticals Reports Second Quarter 2025 Financial Results and Provides Corporate Updates Phase 1 trial of TERN-701 in chronic myeloid leukemia (CML) enrolling well; efficacy and safety data including 6-month major molecular response (MMR) rates expected in 4Q25 Phase 2 trial of TERN-601 for obesity completed enrollment; 12-week efficacy, safety and tolerability data expected

June 16, 2025 8-K

FORM 8-K Item 5.07 Submission of Matters to a Vote of Security Holders.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 11, 2025 Terns Pharmaceuticals, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39926 98-1448275 (State or Other Jurisdiction of Incorporation) (Commissi

May 21, 2025 CORRESP

Terns Pharmaceuticals, Inc. 1065 East Hillsdale Blvd. Suite 100 Foster City, California 94404 May 21, 2025

CORRESP Terns Pharmaceuticals, Inc. 1065 East Hillsdale Blvd. Suite 100 Foster City, California 94404 May 21, 2025 VIA EDGAR SUBMISSION U.S. Securities and Exchange Commission Division of Corporation Finance, Office of Life Sciences 100 F Street, N.E. Washington, D.C. 20549 Attention: Daniel Crawford Re: Terns Pharmaceuticals, Inc. Registration Statement on Form S-3 File No. 333-287092 Request for

May 8, 2025 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39926 Terns Pharmaceuticals, Inc.

May 8, 2025 EX-4.7

Form of Senior Note.

Exhibit 4.7 Form of Senior Note (FACE OF SECURITY) [Each Global Security shall bear substantially the following legend: UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR SECURITIES IN DEFINITIVE REGISTERED FORM, THIS SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE

May 8, 2025 EX-4.6

Form of Subordinated Indenture.

Exhibit 4.6 TERNS PHARMACEUTICALS, INC. and Trustee INDENTURE Dated as of SUBORDINATED DEBT SECURITIES CROSS-REFERENCE TABLE 1 Section of Trust Indenture Act of 1939, as amended Section of Indenture 310(a) 6.09 310(b) 6.08 6.10 310(c) Inapplicable 311(a) 6.13 311(b) 6.13 311(c) Inapplicable 312(a) 4.01 4.04 312(b) 4.04(c) 312(c) 4.04(c) 313(a) 4.03 313(b) 4.03 313(c) 4.03 313(d) 4.03 314(a) 4.02 3

May 8, 2025 EX-4.5

Form of Senior Indenture.

EX-4.5 Exhibit 4.5 TERNS PHARMACEUTICALS, INC. and Trustee INDENTURE Dated as of         SENIOR DEBT SECURITIES CROSS-REFERENCE TABLE1 Section of Trust Indenture Act of 1939, as amended Section of Indenture 310(a) 6.09 310(b) 6.08 6.10 310(c) Inapplicable 311(a) 6.13 311(b) 6.13 311(c) Inapplicable 312(a) 4.01 4.04 312(b) 4.04(c) 312(c) 4.04(c) 313(a) 4.03 313(b) 4.03 313(c) 4.03 313(d) 4.03 314(a

May 8, 2025 EX-10.1

Consulting Agreement, dated February 1, 2025, by and between the Registrant and Mark Vignola.

Exhibit 10.1 TERNS PHARMACEUTICALS, INC. CONSULTING AGREEMENT This Consulting Agreement (this “Agreement”) is made and entered into as of February 1, 2025 (the “Effective Date”) by and between Terns Pharmaceuticals, Inc. (the “Company”), and Mark Vignola (“Consultant”) (each herein referred to individually as a “Party,” or collectively as the “Parties”). WHEREAS, the Company desires to retain Cons

May 8, 2025 S-3

As filed with the Securities and Exchange Commission on May 8, 2025

S-3 Table of Contents As filed with the Securities and Exchange Commission on May 8, 2025 Registration No.

May 8, 2025 EX-99.1

Terns Pharmaceuticals Reports First Quarter 2025 Financial Results and Provides Corporate Updates Initiated dose expansion in Phase 1 CARDINAL trial of TERN-701 in 2L+ CML Additional safety and efficacy data including 6-month MMR expected in 4Q25 Pha

Exhibit 99.1 Terns Pharmaceuticals Reports First Quarter 2025 Financial Results and Provides Corporate Updates Initiated dose expansion in Phase 1 CARDINAL trial of TERN-701 in 2L+ CML Additional safety and efficacy data including 6-month MMR expected in 4Q25 Phase 2 FALCON trial of TERN-601 for obesity is enrolling well with top-line 12-week weight loss data expected in 4Q25 FOSTER CITY, Calif.,

May 8, 2025 EX-FILING FEES

Filing Fee Table

EX-FILING FEES Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) Terns Pharmaceuticals, Inc.

May 8, 2025 EX-4.8

Form of Subordinated Note.

EX-4.8 Exhibit 4.8 Form of Subordinated Note (FACE OF SECURITY) [Each Global Security shall bear substantially the following legend: UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR SECURITIES IN DEFINITIVE REGISTERED FORM, THIS SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER N

May 8, 2025 EX-10.2

Employment Agreement, dated February 22, 2025, by and between the Registrant and Andrew Gengos.

Exhibit 10.2 TERNS, INC. February 21, 2025 Andrew Gengos Sent via email Dear Andrew: Terns, Inc., a Delaware corporation (the “Company”), is pleased to offer you employment with the Company on the terms and conditions set forth in this agreement (the “Employment Agreement”). Your start date (the “Start Date”) is February 24, 2025. 1. Position. You will be employed as the Chief Financial Officer (“

May 8, 2025 8-K

FORM 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 08, 2025 Terns Pharmaceuticals, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39926 98-1448275 (State or Other Jurisdiction of Incorporation) (Commissio

April 29, 2025 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State

April 29, 2025 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy State

March 20, 2025 EX-19.1

Terns Pharmaceuticals, Inc. Insider Trading Policy.

Exhibit 19.1 TERNS PHARMACEUTICALS, INC. Insider Trading Policy 1. Background and purpose 1.1 Why Have We Adopted This Policy? The federal securities laws prohibit any member of the Board of Directors (a “Director”), officer (as defined in Rule 16a-1(f) under the Securities Exchange Act of 1934 (the “Exchange Act”), an “executive officer”) or employee of Terns Pharmaceuticals, Inc. (together with

March 20, 2025 EX-10.9

Second Amended and Restated Non-employee Director Compensation Program, as amended.

Exhibit 10.9 Terns Pharmaceuticals, Inc. Second Amended and Restated Non-Employee Director Compensation Program (As Further Amended Effective February 4, 2025) This Terns Pharmaceuticals, Inc. (the “Company”) Second Amended and Restated Non-Employee Director Compensation Program (this “Program”) has been adopted under the Company’s 2021 Incentive Award Plan (the “Plan”), was originally effective a

March 20, 2025 S-8

As filed with the Securities and Exchange Commission on March 20, 2025

As filed with the Securities and Exchange Commission on March 20, 2025 Registration No.

March 20, 2025 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number 001-39926 Terns Pharmaceu

March 20, 2025 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 20, 2025 Terns Pharmaceuticals, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39926 98-1448275 (State or Other Jurisdiction of Incorporation) (Commiss

March 20, 2025 EX-4.3

Description of Securities.

Exhibit 4.3 DESCRIPTION OF CAPITAL STOCK The following summary describes the capital stock of Terns Pharmaceuticals, Inc. (the “Company,” “we,” “us” and “our”) and the material provisions of our amended and restated certificate of incorporation and our amended and restated bylaws, the amended and restated investors’ rights agreement to which we and certain of our stockholders are parties and of th

March 20, 2025 EX-99.1

Terns Pharmaceuticals Reports Fourth Quarter and Full Year 2024 Financial Results and Corporate Updates Dose expansion in Phase 1 CARDINAL trial of TERN-701 for chronic myeloid leukemia (CML) expected to initiate in 2Q25 with additional safety and ef

Exhibit 99.1 Terns Pharmaceuticals Reports Fourth Quarter and Full Year 2024 Financial Results and Corporate Updates Dose expansion in Phase 1 CARDINAL trial of TERN-701 for chronic myeloid leukemia (CML) expected to initiate in 2Q25 with additional safety and efficacy data in 4Q25 First patient enrolled in Phase 2 FALCON trial of TERN-601 for obesity with 12-week data expected 4Q25 Cash, cash equ

March 20, 2025 EX-FILING FEES

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Tables Form S-8 (Form Type) Terns Pharmaceuticals, Inc.

February 24, 2025 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 22, 2025 Terns Pharmaceuticals, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39926 98-1448275 (State or Other Jurisdiction of Incorporation) (Comm

February 24, 2025 EX-99.1

Terns Pharmaceuticals Appoints Andrew Gengos as Chief Financial Officer Seasoned public company CFO with 25 years of leadership experience in biotech

Exhibit 99.1 Terns Pharmaceuticals Appoints Andrew Gengos as Chief Financial Officer Seasoned public company CFO with 25 years of leadership experience in biotech FOSTER CITY, Calif., February 24, 2025 (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 ad

February 20, 2025 EX-99.1

Terns Pharmaceuticals Appoints Robert Azelby to Board of Directors Seasoned biotechnology CEO brings 25 years of strategic, operational and commercial expertise

Exhibit 99.1 Terns Pharmaceuticals Appoints Robert Azelby to Board of Directors Seasoned biotechnology CEO brings 25 years of strategic, operational and commercial expertise FOSTER CITY, Calif., February 20, 2025 (GLOBE NEWSWIRE) - Terns Pharmaceuticals, Inc. (“Terns” or the “Company”) (Nasdaq: TERN), a clinical-stage biopharmaceutical company developing a portfolio of small-molecule product candi

February 20, 2025 8-K

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 20, 2025 Terns Pharmaceuticals, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39926 98-1448275 (State or Other Jurisdiction of Incorporation) (Comm

February 6, 2025 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 01, 2025 Terns Pharmaceuticals, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39926 98-1448275 (State or Other Jurisdiction of Incorporation) (Comm

December 3, 2024 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 03, 2024 Terns Pharmaceuticals, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39926 98-1448275 (State or Other Jurisdiction of Incorporation) (Comm

December 3, 2024 EX-99.1

Terns Pharmaceuticals Announces Positive Early Data from Phase 1 CARDINAL Trial of TERN-701 for Chronic Myeloid Leukemia Compelling molecular responses starting at lowest dose level in heavily pre-treated patients with high baseline BCR-ABL transcrip

Exhibit 99.1 Terns Pharmaceuticals Announces Positive Early Data from Phase 1 CARDINAL Trial of TERN-701 for Chronic Myeloid Leukemia Compelling molecular responses starting at lowest dose level in heavily pre-treated patients with high baseline BCR-ABL transcript levels Encouraging safety profile with no dose limiting toxicities, adverse event-related treatment discontinuations, or dose reduction

November 18, 2024 8-K

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 14, 2024 Terns Pharmaceuticals, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39926 98-1448275 (State or Other Jurisdiction of Incorporation) (Comm

November 18, 2024 EX-99.1

Terns Pharmaceuticals Appoints Heather Turner, J.D., to Board of Directors Accomplished biotechnology CEO brings 25 years of strategic, operational, and legal experience

Exhibit 99.1 Terns Pharmaceuticals Appoints Heather Turner, J.D., to Board of Directors Accomplished biotechnology CEO brings 25 years of strategic, operational, and legal experience FOSTER CITY, Calif., November 18, 2024 (GLOBE NEWSWIRE) - Terns Pharmaceuticals, Inc. (“Terns” or the “Company”) (Nasdaq: TERN), a clinical-stage biopharmaceutical company developing a portfolio of small-molecule prod

November 14, 2024 SC 13G/A

TERN / Terns Pharmaceuticals, Inc. / Vivo Capital Fund VIII, L.P. - AMENDMENT NO. 2 TO SCHEDULE 13G Passive Investment

SC 13G/A 1 ea022116106-13ga2vivo8terns.htm AMENDMENT NO. 2 TO SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 2)* Terns Pharmaceuticals, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 880881107 (CUSIP Number) September 30, 2024 (Date of Event

November 14, 2024 SC 13G/A

TERN / Terns Pharmaceuticals, Inc. / SUVRETTA CAPITAL MANAGEMENT, LLC Passive Investment

SC 13G/A 1 d1152264313g-a.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* Terns Pharmaceuticals, Inc. (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) 880881107 (CUSIP Number) September 30, 2024 (Date of Event Which Requires Filing of this Statement) Check the appropri

November 14, 2024 SC 13G/A

TERN / Terns Pharmaceuticals, Inc. / Venrock Healthcare Capital Partners III, L.P. - SC 13G/A Passive Investment

SC 13G/A 1 tm2428137d17sc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G/A UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 3)* Terns Pharmaceuticals, Inc. (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) 880881107 (CUSIP Number) September 30, 2024 (Date of Event Which Requires Filing of This Statement) C

November 14, 2024 SC 13G/A

TERN / Terns Pharmaceuticals, Inc. / Soleus Capital Master Fund, L.P. - AMENDMENT NO. 1 TO SCHEDULE 13G Passive Investment

SC 13G/A 1 ea0221047-13ga1soleusterns.htm AMENDMENT NO. 1 TO SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* TERNS PHARMACEUTICALS, INC. (Name of Issuer) Common Stock, $0.0001 par value per share (Title of Class of Securities) 880881107 (CUSIP Number) September 30, 2024 (Date of Event Whi

November 14, 2024 SC 13G/A

TERN / Terns Pharmaceuticals, Inc. / Fairmount Funds Management LLC - SC 13G/A Passive Investment

SC 13G/A 1 tm2427721d1sc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 3)* Terns Pharmaceuticals, Inc. (Name of Issuer) Common Stock, Par Value $0.0001 (Title of Class of Securities) 880881107 (CUSIP Number) September 30, 2024 (Date of Event Which Requires Filing of This Statement) Chec

November 14, 2024 SC 13G/A

TERN / Terns Pharmaceuticals, Inc. / Point72 Asset Management, L.P. - TERNS PHARMACEUTICALS, INC. Passive Investment

SC 13G/A 1 p24-3288sc13ga.htm TERNS PHARMACEUTICALS, INC. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Terns Pharmaceuticals, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 880881107 (CUSIP Number) September 30, 2024 (Date of Event Which Requires Filing of this S

November 12, 2024 EX-FILING FEES

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Tables Form S-8 (Form Type) Terns Pharmaceuticals, Inc.

November 12, 2024 EX-10.1

Separation Agreement between Terns, Inc. and Bryan Yoon dated July 23, 2024.

Exhibit 10.1 July 23, 2024 PERSONAL AND CONFIDENTIAL BY EMAIL Bryan Yoon Dear Bryan: The purpose of this separation agreement (the “Agreement”) is to confirm the terms of your transition and separation from Terns Pharmaceuticals, Inc. and any affiliates, including without limitation, Terns, Inc. (collectively, the “Company”). This Agreement outlines the terms of certain benefits and payments to yo

November 12, 2024 S-8

As filed with the Securities and Exchange Commission on November 12, 2024

As filed with the Securities and Exchange Commission on November 12, 2024 Registration No.

November 12, 2024 EX-10.3

Amendment No. 2 to 2022 Employment Inducement Award Plan.

Exhibit 10.3 AMENDMENT NO. 2 TO 2022 EMPLOYMENT INDUCEMENT AWARD PLAN OF TERNS PHARMACEUTICALS, INC. The 2022 Employment Inducement Award Plan, as amended (the “Plan”) of Terns Pharmaceuticals, Inc. (the “Company”) is hereby further amended as follows (all capitalized terms used and not defined herein shall have the respective meanings ascribed to such terms in the Plan): 1. Section 5.1 of the Pla

November 12, 2024 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 12, 2024 Terns Pharmaceuticals, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39926 98-1448275 (State or Other Jurisdiction of Incorporation) (Comm

November 12, 2024 EX-10.2

Transition Agreement between Terns, Inc. and Mark Vignola dated July 23, 2024

Exhibit 10.2 July 23, 2024 PERSONAL AND CONFIDENTIAL BY EMAIL Mark Vignola Dear Mark: The purpose of this transition agreement (the “Agreement”) is to confirm the terms of your transition and separation from Terns Pharmaceuticals, Inc. and any affiliates, including without limitation, Terns, Inc. (collectively, the “Company”). This Agreement outlines the Company’s expectations regarding the transi

November 12, 2024 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39926 Terns Pharmaceuticals, Inc.

November 12, 2024 EX-99.1

Terns Pharmaceuticals Reports Third Quarter 2024 Financial Results and Corporate Updates Interim data from initial dose escalation cohorts of Phase 1 CARDINAL trial evaluating TERN-701 (allosteric BCR-ABL tyrosine kinase inhibitor) in chronic myeloid

Exhibit 99.1 Terns Pharmaceuticals Reports Third Quarter 2024 Financial Results and Corporate Updates Interim data from initial dose escalation cohorts of Phase 1 CARDINAL trial evaluating TERN-701 (allosteric BCR-ABL tyrosine kinase inhibitor) in chronic myeloid leukemia (CML) expected in early December 2024 Plans to initiate Phase 2 clinical trial for TERN-601 in obesity in early 2Q25 with initi

November 5, 2024 SC 13G/A

TERN / Terns Pharmaceuticals, Inc. / INTEGRATED CORE STRATEGIES (US) LLC Passive Investment

SC 13G/A 1 TERNSC13GA1.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (AMENDMENT NO. 1) TERNS PHARMACEUTICALS, INC. (Name of Issuer) COMMON STOCK, PAR VALUE $0.0001 PER SHARE (Title of Class of Securities) 880881107 (CUSIP Number) SEPTEMBER 30, 2024 (Date of event which requires filing of this statement) Check the

September 16, 2024 SC 13D/A

TERN / Terns Pharmaceuticals, Inc. / ORBIMED ADVISORS LLC - AMENDMENT NO. 5 Activist Investment

SC 13D/A 1 ss3873392sc13da.htm AMENDMENT NO. 5 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 5)* Terns Pharmaceuticals, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 880881107 (CUSIP Number) OrbiMed Advisors LLC OrbiMed Capital GP VII LLC OrbiMed Asia GP III, L.P. OrbiMed Advisors II

September 16, 2024 EX-99.1

JOINT FILING AGREEMENT

EX-99.1 2 ss3873392ex9901.htm JOINT FILING AGREEMENT Exhibit 1 JOINT FILING AGREEMENT The undersigned hereby agree that the Amendment No. 5 to Schedule 13D, dated September 12, 2024 with respect to the common stock of Terns Pharmaceuticals, Inc, is filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended.

September 12, 2024 EX-1.1

Underwriting Agreement, dated September 10, 2024, between Terns Pharmaceuticals, Inc. and Jefferies LLC and TD Securities (USA) LLC, as representatives of the several underwriters named therein.

Exhibit 1.1 Execution Version Terns Pharmaceuticals, Inc. 11,919,048 Shares of Common Stock, Par Value $0.0001 and Pre-Funded Warrants to Purchase 2,380,952 Shares of Common Stock Underwriting Agreement September 10, 2024 Jefferies LLC TD Securities (USA) LLC As Representatives of the several Underwriters listed in Schedule 1 hereto c/o Jefferies LLC 520 Madison Avenue New York, New York 10022 c/o

September 12, 2024 EX-4.1

Form of Pre-Funded Warrant (September 2024).

EX-4.1 Exhibit 4.1 TERNS PHARMACEUTICALS, INC. WARRANT TO PURCHASE COMMON STOCK Number of Shares: [] (subject to adjustment) Warrant No. [] Original Issue Date: September [], 2024 Terns Pharmaceuticals, Inc., a Delaware corporation (the “Company”), hereby certifies that, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, [] or its registered assigns

September 12, 2024 EX-99.1

1

EX-99.1 Exhibit 99.1 Terns Announces Pricing of Upsized $150.15 Million Public Offering September 10, 2024 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, tod

September 12, 2024 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 10, 2024 Terns Pharmace

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 10, 2024 Terns Pharmaceuticals, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39926 98-1448275 (State or Other Jurisdiction of Incorporation) (Com

September 11, 2024 424B5

11,919,048 Shares of Common Stock Pre-funded Warrants to Purchase 2,380,952 Shares of Common Stock Terns Pharmaceuticals, Inc.

Table of Contents Filed Pursuant to Rule 424(b)(5) Registration No. 333-269508 PROSPECTUS SUPPLEMENT (To Prospectus dated February 10, 2023) 11,919,048 Shares of Common Stock Pre-funded Warrants to Purchase 2,380,952 Shares of Common Stock Terns Pharmaceuticals, Inc. We are offering 11,919,048 shares of our common stock, par value $0.0001, in this offering and, in lieu of common stock to certain i

September 9, 2024 424B5

SUBJECT TO COMPLETION PRELIMINARY PROSPECTUS SUPPLEMENT DATED SEPTEMBER 9, 2024

424B5 Table of Contents Filed Pursuant to Rule 424(b)(5) Registration No. 333-269508 The information in this preliminary prospectus supplement is not complete and may be changed. This preliminary prospectus supplement and the accompanying prospectus do not constitute an offer to sell these securities, and we are not soliciting offers to buy these securities in any jurisdiction where the offer or s

September 9, 2024 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 09, 2024 Terns Pharmaceuticals, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39926 98-1448275 (State or Other Jurisdiction of Incorporation) (Com

September 9, 2024 EX-99.1

Terns Pharmaceuticals Announces Positive Phase 1 Clinical Trial Results with TERN-601 Once-Daily Oral GLP-1R Agonist for the Treatment of Obesity Statistically significant mean weight loss up to 5.5% over 28 days (4.9% placebo adjusted) Well-tolerate

Exhibit 99.1 Terns Pharmaceuticals Announces Positive Phase 1 Clinical Trial Results with TERN-601 Once-Daily Oral GLP-1R Agonist for the Treatment of Obesity Statistically significant mean weight loss up to 5.5% over 28 days (4.9% placebo adjusted) Well-tolerated with no treatment-related dose interruptions, reductions, or discontinuations even with rapid dose titration Distinct drug properties s

August 5, 2024 EX-10.1

Separation Agreement between Terns, Inc. and Erin Quirk dated May 7, 2024.

Exhibit 10.1# May 7, 2024 PERSONAL AND CONFIDENTIAL BY EMAIL Erin Quirk Dear Erin: The purpose of this separation agreement (the “Agreement”) is to confirm the terms of your separation from Terns Pharmaceuticals, Inc. and any affiliates, including without limitation, Terns, Inc. (collectively, the “Company”). This Agreement outlines the terms of certain benefits and payments to you in connection w

August 5, 2024 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 05, 2024 Terns Pharmaceuticals, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39926 98-1448275 (State or Other Jurisdiction of Incorporation) (Commis

August 5, 2024 EX-99.1

Terns Pharmaceuticals Reports Second Quarter 2024 Financial Results and Corporate Updates Top-line data from Phase 1 trial of TERN-601 (oral GLP-1) for obesity expected in September 2024 Interim data from initial dose escalation cohorts of Phase 1 CA

Exhibit 99.1 Terns Pharmaceuticals Reports Second Quarter 2024 Financial Results and Corporate Updates Top-line data from Phase 1 trial of TERN-601 (oral GLP-1) for obesity expected in September 2024 Interim data from initial dose escalation cohorts of Phase 1 CARDINAL trial evaluating TERN-701 (allosteric BCR-ABL) in chronic myeloid leukemia (CML) expected in December 2024 Cash, cash equivalents

August 5, 2024 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39926 Terns Pharmaceuticals, Inc.

July 29, 2024 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 23, 2024 Terns Pharmaceuticals, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39926 98-1448275 (State or Other Jurisdiction of Incorporation) (Commissi

July 29, 2024 EX-99.1

Terns Pharmaceuticals Appoints Biotech Executive Elona Kogan as Chief Legal Officer and Announces Upcoming CFO Transition

Exhibit 99.1 Terns Pharmaceuticals Appoints Biotech Executive Elona Kogan as Chief Legal Officer and Announces Upcoming CFO Transition FOSTER CITY, Calif., July 29, 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, includin

July 22, 2024 EX-99.1

JOINT FILING AGREEMENT

EX-99.1 2 tm2419921d2ex99-1.htm EXHIBIT 99.1 EXHIBIT 99.1 JOINT FILING AGREEMENT The undersigned hereby agree that the Statement on Schedule 13G filed herewith (and any amendments thereto), relating to the Shares of Terns Pharmaceuticals, Inc., a Delaware corporation, is being filed jointly with the Securities and Exchange Commission pursuant to Rule 13d-1(c) under the Securities Exchange Act of 1

July 22, 2024 SC 13G

TERN / Terns Pharmaceuticals, Inc. / CITADEL ADVISORS LLC - SC 13G Passive Investment

SC 13G 1 tm2419921d2sc13g.htm SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G* (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2 (Amendment No. )* Terns Pharmaceuticals, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (the “Shares”) (

July 18, 2024 EX-99.1

JOINT FILING AGREEMENT

EX-99.1 2 ss3647691ex9901.htm JOINT FILING AGREEMENT Exhibit 1 JOINT FILING AGREEMENT The undersigned hereby agree that the Amendment No. 4 to Schedule 13D, dated July 16, 2024 with respect to the common stock of Terns Pharmaceuticals, Inc, is filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. Each

July 18, 2024 SC 13D/A

TERN / Terns Pharmaceuticals, Inc. / ORBIMED ADVISORS LLC - AMENDMENT NO. 4 Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 4)* Terns Pharmaceuticals, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 880881107 (CUSIP Number) OrbiMed Advisors LLC OrbiMed Capital GP VII LLC OrbiMed Asia GP III, L.P. OrbiMed Advisors III Limited OrbiMed Genesis GP LLC 601 Lexington

July 3, 2024 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 1, 2024 Terns Pharmaceuticals, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39926 98-1448275 (State or Other Jurisdiction of Incorporation) (Commissio

July 3, 2024 EX-10.1

First Amendment to Office Lease dated July 1, 2024.

Exhibit 10.1 FIRST AMENDMENT TO OFFICE LEASE This FIRST AMENDMENT TO LEASE (this “Amendment”) is dated for reference purposes as of July 1 2024, by and between DWF IV CENTURY PLAZA, LLC, a Delaware limited liability company (“Landlord”), and TERNS, INC., a Delaware corporation (“Tenant”), with reference to the following facts: A. Landlord and Tenant entered into that certain Office Lease dated as

June 12, 2024 8-K

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 10, 2024 Terns Pharmaceuticals, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39926 98-1448275 (State or Other Jurisdiction of Incorporation) (Commissi

June 7, 2024 SC 13G

TERN / Terns Pharmaceuticals, Inc. / Soleus Capital Master Fund, L.P. - SCHEDULE 13G Passive Investment

SC 13G 1 ea0207479-13gsoleusterns.htm SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Terns Pharmaceuticals, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 880881107 (CUSIP Number) June 6, 2024 (Date of Event Which Requires Filing of this Sta

May 13, 2024 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39926 Terns Pharmaceuticals, Inc.

May 13, 2024 EX-10.1

Second Amended and Restated Non-Employee Director Compensation Program.

Exhibit 10.1 Terns Pharmaceuticals, Inc. Second Amended and Restated Non-Employee Director Compensation Program This Terns Pharmaceuticals, Inc. (the “Company”) Second Amended and Restated Non-Employee Director Compensation Program (this “Program”) has been adopted under the Company’s 2021 Incentive Award Plan (the “Plan”) and shall be effective as of April 17, 2024 (the “Effective Date”). This Pr

May 13, 2024 EX-10.2

Employment Agreement by and between the Registrant and Amy Burroughs dated February 7, 2024.

Exhibit 10.2 Execution version TERNS, INC. February 6, 2024 Amy Burroughs Sent via email Dear Amy: Terns, Inc., a Delaware corporation (the “Company”), is pleased to offer you employment with the Company on the terms and conditions set forth in this agreement (the “Employment Agreement”), which shall have an effective date (the “Effective Date”) as of the date set forth above: 1. Position. You wil

May 13, 2024 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 13, 2024 Terns Pharmaceuticals, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39926 98-1448275 (State or Other Jurisdiction of Incorporation) (Commissio

May 13, 2024 EX-99.1

Terns Pharmaceuticals Reports First Quarter 2024 Financial Results and Corporate Updates Interim data from initial dose escalation cohorts from Phase 1 CARDINAL trial of TERN-701 (allosteric BCR-ABL) in CML expected in 2H24 Top-line data from Phase 1

Exhibit 99.1 Terns Pharmaceuticals Reports First Quarter 2024 Financial Results and Corporate Updates Interim data from initial dose escalation cohorts from Phase 1 CARDINAL trial of TERN-701 (allosteric BCR-ABL) in CML expected in 2H24 Top-line data from Phase 1 trial of TERN-601 (oral GLP-1) for obesity expected in 2H24 Cash, cash equivalents and marketable securities of $241 million, expected t

April 29, 2024 EX-99.1

Terns Pharmaceuticals Announces Data from Ongoing Phase 1 Pharmacokinetic Study of Allosteric BCR-ABL Inhibitor TERN-701 in Adult Healthy Volunteers and Highlights Potential for Competitive Differentiation Ability to dose TERN-701 without regard to f

Exhibit 99.1 Terns Pharmaceuticals Announces Data from Ongoing Phase 1 Pharmacokinetic Study of Allosteric BCR-ABL Inhibitor TERN-701 in Adult Healthy Volunteers and Highlights Potential for Competitive Differentiation Ability to dose TERN-701 without regard to food represents a key potential differentiator within the allosteric BCR-ABL inhibitor class Pharmacokinetic data show no clinically signi

April 29, 2024 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 29, 2024 Terns Pharmaceuticals, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39926 98-1448275 (State or Other Jurisdiction of Incorporation) (Commiss

April 25, 2024 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State

April 25, 2024 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy State

March 14, 2024 EX-10.8

Amended and Restated Employment Agreement by and between the Registrant and Bryan Yoon, Esq.

Exhibit 10.8 TERNS, INC. November 14, 2023 Seokho Bryan Yoon Sent via email Dear Bryan: Terns, Inc., a Delaware corporation (the “Company”) is pleased to offer you continued employment with the Company on the following amended terms and conditions (the “Amended Employment Agreement”), which shall have an effective date (the “Effective Date”) as of the date above: 1. Position. You will continue to

March 14, 2024 EX-10.6

Amended and Restated Employment Agreement by and between the Registrant and Erin Quirk, M.D.

Exhibit 10.6 TERNS, INC. November 14, 2023 Erin Quirk Sent via email Dear Erin: Terns, Inc., a Delaware corporation (the “Company”) is pleased to offer you continued employment with the Company on the following amended terms and conditions (the “Amended Employment Agreement”), which shall have an effective date (the “Effective Date”) as of the date above: 1. Position. You will continue to be emplo

March 14, 2024 EX-4.3

Description of Securities.

Exhibit 4.3 DESCRIPTION OF CAPITAL STOCK The following summary describes the capital stock of Terns Pharmaceuticals, Inc. (the “Company,” “we,” “us” and “our”) and the material provisions of our amended and restated certificate of incorporation and our amended and restated bylaws, the amended and restated investors’ rights agreement to which we and certain of our stockholders are parties and of th

March 14, 2024 S-8

As filed with the Securities and Exchange Commission on March 14, 2024

As filed with the Securities and Exchange Commission on March 14, 2024 Registration No.

March 14, 2024 EX-10.9

Employment Agreement by and between the Registrant and Jill M. Quigley.

Exhibit 10.9 TERNS, INC. November 14, 2023 Jill Quigley Sent via email Dear Jill: You and Terns, Inc., a Delaware corporation (the “Company”), have reached the following agreements concerning your employment with the Company on an interim basis as Senior Advisor and Strategy Officer until such time as the Company engages a Chief Executive Officer. Your employment as Senior Advisor and Strategy Off

March 14, 2024 EX-10.10

Amended and Restated Employment Agreement by and between the Registrant and Mark Vignola.

Exhibit 10.10 TERNS, INC. November 14, 2023 Mark Vignola Sent via email Dear Mark: Terns, Inc., a Delaware corporation (the “Company”) is pleased to offer you continued employment with the Company on the following amended terms and conditions (the “Amended Employment Agreement”), which shall have an effective date (the “Effective Date”) as of the date above: 1. Position. You will continue to be em

March 14, 2024 EX-99.1

Terns Pharmaceuticals Reports Fourth Quarter and Full Year 2023 Financial Results and Corporate Updates Interim data from initial dose escalation cohorts from Phase 1 trial of TERN-701 (allosteric BCR-ABL) for treatment of CML expected in second half

Exhibit 99.1 Terns Pharmaceuticals Reports Fourth Quarter and Full Year 2023 Financial Results and Corporate Updates Interim data from initial dose escalation cohorts from Phase 1 trial of TERN-701 (allosteric BCR-ABL) for treatment of CML expected in second half of 2024 Top-line data from Phase 1 trial of TERN-601 (oral GLP-1) for obesity expected in second half of 2024 Cash, cash equivalents and

March 14, 2024 10-K

i UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

i UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number 001-39926 Terns Pharmac

March 14, 2024 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 14, 2024 Terns Pharmaceuticals, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39926 98-1448275 (State or Other Jurisdiction of Incorporation) (Commiss

March 14, 2024 EX-FILING FEES

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Tables Form S-8 (Form Type) Terns Pharmaceuticals, Inc.

March 7, 2024 EX-99

JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k)

EX-99 2 exhibit99.htm JOINT FILING AGREEMENT PURSUANT TO RULE 13D-1(K) EXHIBIT 99.1 JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k) The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the neces

March 7, 2024 SC 13G

TERN / Terns Pharmaceuticals, Inc. / Point72 Asset Management, L.P. - TERNS PHARMACEUTICALS, INC. Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Terns Pharmaceuticals, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 880881107 (CUSIP Number) March 6, 2024 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant

February 14, 2024 SC 13G/A

TERN / Terns Pharmaceuticals, Inc. / Venrock Healthcare Capital Partners III, L.P. - SC 13G/A Passive Investment

SC 13G/A 1 tm246235d25sc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G/A UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 2)* Terns Pharmaceuticals, Inc. (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) 880881107 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of This Statement) Che

February 14, 2024 SC 13G/A

TERN / Terns Pharmaceuticals, Inc. / Deep Track Capital, LP Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No.

February 14, 2024 SC 13G/A

TERN / Terns Pharmaceuticals, Inc. / Fairmount Funds Management LLC - SC 13G/A Passive Investment

SC 13G/A 1 tm245759d7sc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* Terns Pharmaceuticals, Inc. (Name of Issuer) Common Stock, Par Value $0.0001 (Title of Class of Securities) 880881107 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of This Statement) Check

February 13, 2024 SC 13G/A

TERN / Terns Pharmaceuticals, Inc. / SUVRETTA CAPITAL MANAGEMENT, LLC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.

February 13, 2024 SC 13G/A

TERN / Terns Pharmaceuticals, Inc. / LAV Biosciences Fund V, L.P. - AMENDMENT NO. 3 TO SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.

February 13, 2024 EX-99.1

Exhibit 99.1: Agreement of Joint Filing

EX-99.1 2 ea193270ex99-1terns.htm AGREEMENT OF JOINT FILING Exhibit 99.1 AGREEMENT OF JOINT FILING The undersigned hereby agree that a single Schedule 13G (or any amendment thereto) relating to the Common Stock of Terns Pharmaceuticals, Inc. shall be filed on behalf of each of the undersigned and that this Agreement shall be filed as an exhibit to such Schedule 13G. Dated: February 13, 2024 HOPEWE

February 7, 2024 EX-99.1

Terns Pharmaceuticals Appoints Amy Burroughs as Chief Executive Officer Proven Industry Executive Brings More Than 25 Years of Leadership Experience

Exhibit 99.1 Terns Pharmaceuticals Appoints Amy Burroughs as Chief Executive Officer Proven Industry Executive Brings More Than 25 Years of Leadership Experience FOSTER CITY, Calif., Feb. 7, 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

February 7, 2024 8-K

Regulation FD Disclosure

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): February 6, 2024 Terns Pharmaceuticals, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39926 98-1448275 (State or other jurisdiction of incorporation) (Commi

January 25, 2024 SC 13G

TERN / Terns Pharmaceuticals, Inc. / INTEGRATED CORE STRATEGIES (US) LLC Passive Investment

SC 13G 1 TERNSC13G2024.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 TERNS PHARMACEUTICALS, INC. (Name of Issuer) COMMON STOCK, PAR VALUE $0.0001 PER SHARE (Title of Class of Securities) 880881107 (CUSIP Number) JANUARY 18, 2024 (Date of event which requires filing of this statement) Check the appropriate box to d

November 14, 2023 EX-10.1

Separation Agreement between Terns, Inc. and Senthil Sundaram dated August 2, 2023.

Exhibit 10.1# August 2, 2023 PERSONAL AND CONFIDENTIAL BY EMAIL Senthil Sundaram Dear Sen: The purpose of this separation agreement (the “Agreement”) is to confirm the terms of your transition from CEO of Terns Pharmaceuticals, Inc. and any affiliates, including without limitation, Terns, Inc. (collectively, the “Company”), pursuant to your Employment Agreement, dated and amended as of November 8,

November 14, 2023 EX-10.2

Amendment No. 1 to 2022 Employment Inducement Award Plan.

Exhibit 10.2# AMENDMENT NO. 1 TO 2022 EMPLOYMENT INDUCEMENT AWARD PLAN OF TERNS PHARMACEUTICALS, INC. The 2022 Employment Inducement Award Plan (the “Plan”) of Terns Pharmaceuticals, Inc. (the “Company”) is hereby amended as follows (all capitalized terms used and not defined herein shall have the respective meanings ascribed to such terms in the Plan): 1. Section 5.1 of the Plan be and hereby is

November 14, 2023 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39926 Terns Pharmaceuticals, Inc.

November 14, 2023 EX-99.1

Terns Pharmaceuticals Reports Third Quarter 2023 Financial Results and Corporate Updates Announced global Phase 1 clinical trial design of TERN-701 (allosteric BCR-ABL) for CML with patient screening anticipated in December 2023 and interim top-line

Exhibit 99.1 Terns Pharmaceuticals Reports Third Quarter 2023 Financial Results and Corporate Updates Announced global Phase 1 clinical trial design of TERN-701 (allosteric BCR-ABL) for CML with patient screening anticipated in December 2023 and interim top-line data expected in the second half of 2024 Dosed first participant in Phase 1 clinical trial of TERN-601 (oral GLP-1) for obesity with top-

November 14, 2023 EX-FILING FEES

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Tables Form S-8 (Form Type) Terns Pharmaceuticals, Inc.

November 14, 2023 EX-10.3

Clawback Policy.

Exhibit 10.3# TERNS PHARMACEUTICALS, INC. Compensation Recovery Policy (Effective as of October 2023) This Compensation Recovery Policy (this “Policy”) is adopted by Terns Pharmaceuticals, Inc. (the “Company”) in accordance with Section 10D of the Securities Exchange Act of 1934, as amended, and Nasdaq Listing Rule 5608 (the “Applicable Securities Rules”). 1. Definitions (a) “Accounting Restatemen

November 14, 2023 S-8

As filed with the Securities and Exchange Commission on November 14, 2023

As filed with the Securities and Exchange Commission on November 14, 2023 Registration No.

November 14, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 14, 2023 Terns Pharmaceuticals, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39926 98-1448275 (State or Other Jurisdiction of Incorporation) (Comm

October 10, 2023 EX-3.1

Amended and Restated Bylaws.

Amended and Restated Bylaws of Terns Pharmaceuticals, Inc. (a Delaware corporation) Table of Contents Page Article I - Corporate Offices 1 1.1 Registered Office 1 1.2 Other Offices 1 Article II - Meetings of Stockholders 1 2.1 Place of Meetings 1 2.2 Annual Meeting 1 2.3 Special Meeting 1 2.4 Notice of Business to be Brought Before a Meeting 2 2.5 Notice of Nominations for Election to the Board of

October 10, 2023 8-K

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 04, 2023 Terns Pharmaceuticals, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39926 98-1448275 (State or Other Jurisdiction of Incorporation) (Commi

October 4, 2023 SC 13G/A

TERN / Terns Pharmaceuticals Inc / Flynn James E Passive Investment

SC 13G/A 1 e618984sc13ga-tp.htm SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b)(c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (Amendment No. 2) * Terns Pharmaceuticals, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 880881107 (CUSIP Number) October 4

August 8, 2023 EX-99.1

Terns Pharmaceuticals Reports Second Quarter 2023 Financial Results and Corporate Updates - Terns reported positive top-line data from the Phase 2a DUET trial of TERN-501 (THR-β) in NASH, with TERN-501 meeting all primary and secondary endpoints - TE

Exhibit 99.1 Terns Pharmaceuticals Reports Second Quarter 2023 Financial Results and Corporate Updates - Terns reported positive top-line data from the Phase 2a DUET trial of TERN-501 (THR-β) in NASH, with TERN-501 meeting all primary and secondary endpoints - TERN-701 (allosteric BCR-ABL) Phase 1 clinical trial for CML on track to initiate in second half of 2023; enrollment progress from ongoing

August 8, 2023 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 08, 2023 Terns Pharmaceuticals, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39926 98-1448275 (State or Other Jurisdiction of Incorporation) (Commis

August 8, 2023 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39926 Terns Pharmaceuticals, Inc.

August 3, 2023 EX-99.1

Terns Pharmaceuticals Announces Leadership Transition Senthil Sundaram Stepping Down as Chief Executive Officer for Health Reasons

EX-99.1 Exhibit 99.1 Terns Pharmaceuticals Announces Leadership Transition Senthil Sundaram Stepping Down as Chief Executive Officer for Health Reasons FOSTER CITY, Calif., August 3, 2023 (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

August 3, 2023 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 3, 2023 Terns Pharmaceuticals, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39926 98-1448275 (State or Other Jurisdiction of Incorporation) (Commiss

July 28, 2023 SC 13G

TERN / Terns Pharmaceuticals Inc / Deep Track Capital, LP Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.

June 29, 2023 CORRESP

* * * *

Terns Pharmaceuticals, Inc. 1065 East Hillsdale Blvd., Suite 100 Foster City, CA 94404 June 29, 2023 Via EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F Street, N.E. Washington, DC 20549 Attn: Christine Torney Kevin Vaughn Re: Terns Pharmaceuticals, Inc. Form 10-K for the Year Ended December 31, 2022 File No. 001-039926 Dear Ms. Torney an

June 27, 2023 SC 13G

TERN / Terns Pharmaceuticals Inc / MILLENNIUM MANAGEMENT LLC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 TERNS PHARMACEUTICALS, INC. (Name of Issuer) COMMON STOCK, PAR VALUE $0.0001 PER SHARE (Title of Class of Securities) 880881107 (CUSIP Number) JUNE 20, 2023 (Date of event which requires filing of this statement) Check the appropriate box to designate the rule pursuant to

June 14, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 12, 2023 Terns Pharmaceuticals, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39926 98-1448275 (State or Other Jurisdiction of Incorporation) (Commissi

May 15, 2023 EX-FILING FEES

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Tables Form S-8 (Form Type) Terns Pharmaceuticals, Inc.

May 15, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 15, 2023 Terns Pharmaceuticals, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39926 98-1448275 (State or Other Jurisdiction of Incorporation) (Commissio

May 15, 2023 424B5

$150,000,000 Common Stock

424B5 Table of Contents Filed pursuant to Rule 424(b)(5) Registration No. 333-269508 PROSPECTUS SUPPLEMENT (To prospectus dated February 10, 2023) $150,000,000 Common Stock We have entered into a sales agreement, or the May 2023 Sales Agreement, with Cowen and Company, LLC, or Cowen, dated May 15, 2023, relating to shares of our common stock, $0.0001 par value per share, offered by this prospectus

May 15, 2023 EX-99.1

Terns Pharmaceuticals Reports First Quarter 2023 Financial Results and Corporate Updates - Top-line data from Phase 2a DUET clinical trial of TERN-501 (THR-β agonist) in NASH expected in third quarter of 2023 - TERN-701 (allosteric BCR-ABL) Phase 1 t

Exhibit 99.1 Terns Pharmaceuticals Reports First Quarter 2023 Financial Results and Corporate Updates - Top-line data from Phase 2a DUET clinical trial of TERN-501 (THR-β agonist) in NASH expected in third quarter of 2023 - TERN-701 (allosteric BCR-ABL) Phase 1 trial for CML on track to initiate in the U.S. in second half of 2023; enrollment progress update from ongoing China Phase 1 trial expecte

May 15, 2023 EX-1.1

Sales Agreement, dated May 15, 2023, by and between Terns Pharmaceuticals, Inc. and Cowen and Company, LLC.

Exhibit 1.1 Execution Version Terns Pharmaceuticals, Inc. $150,000,000 SHARES of Common Stock, Par Value $0.0001 SALES AGREEMENT May 15, 2023 Cowen and Company, LLC 599 Lexington Avenue New York, NY 10022 Ladies and Gentlemen: Terns Pharmaceuticals, Inc., a Delaware company (the “Company”), confirms its agreement (this “Agreement”) with Cowen and Company, LLC (“Cowen”), as follows: 1. Issuance and

May 15, 2023 10-Q

Form 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39926 Terns Pharmaceuticals, Inc.

May 15, 2023 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 15, 2023 Terns Pharmaceuticals, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39926 98-1448275 (State or Other Jurisdiction of Incorporation) (Commissio

May 15, 2023 S-8

As filed with the Securities and Exchange Commission on May 15, 2023

S-8 1 tern-s8-q123.htm S-8 As filed with the Securities and Exchange Commission on May 15, 2023 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Terns Pharmaceuticals, Inc. (Exact name of Registrant as specified in its charter) Delaware 98-1448275 (State or other jurisdiction of incorporat

April 28, 2023 DEF 14A

definitive proxy statement

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy State

April 28, 2023 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State

March 29, 2023 EX-99.1

JOINT FILING AGREEMENT

Exhibit 1 JOINT FILING AGREEMENT The undersigned hereby agree that the Statement on Schedule 13D, dated March 27, 2023 with respect to the common stock of Terns Pharmaceuticals, Inc, is filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended.

March 29, 2023 SC 13D/A

TERN / Terns Pharmaceuticals Inc / ORBIMED ADVISORS LLC - AMENDMENT NO. 3 TO SCHEDULE 13D Activist Investment

SC 13D/A 1 ss1922724sc13da.htm AMENDMENT NO. 3 TO SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 3)* Terns Pharmaceuticals, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 880881107 (CUSIP Number) OrbiMed Advisors LLC OrbiMed Capital GP VII LLC OrbiMed Asia GP III, L.P. Orb

March 27, 2023 EX-99

Terns Pharmaceuticals Reports Fourth Quarter and Full Year 2022 Financial Results and Corporate Updates - Announces key appointments in oncology R&D and business development functions - Cash and cash equivalents of $283 million expected to provide ru

Exhibit 99.1 Terns Pharmaceuticals Reports Fourth Quarter and Full Year 2022 Financial Results and Corporate Updates - Announces key appointments in oncology R&D and business development functions - Cash and cash equivalents of $283 million expected to provide runway into 2026 FOSTER CITY, Calif., March 27, 2023 (GLOBE NEWSWIRE) – Terns Pharmaceuticals, Inc. (“Terns” or the “Company”) (Nasdaq: TER

March 27, 2023 EX-10

Employment Agreement by and between the Registrant and Senthil Sundaram, as amended.

Exhibit 10.7 Terns, Inc. November 8, 2022 Senthil Sundaram (the “Employee”) Sent via email Dear Senthil: You and Terns, Inc., a Delaware corporation (the “Company”) are party to that certain employment letter agreement dated July 24, 2020 (the “Prior Agreement”) that sets forth the terms of your employment with the Company. The purpose of this letter (the “Agreement”) is to revise the terms of you

March 27, 2023 EX-4

Description of Securities

Exhibit 4.3 DESCRIPTION OF CAPITAL STOCK The following summary describes the capital stock of Terns Pharmaceuticals, Inc. (the “Company,” “we,” “us” and “our”) and the material provisions of our amended and restated certificate of incorporation and our amended and restated bylaws, the amended and restated investors’ rights agreement to which we and certain of our stockholders are parties and of th

March 27, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 27, 2023 Terns Pharmaceuticals, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39926 98-1448275 (State or Other Jurisdiction of Incorporation) (Commiss

March 27, 2023 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number 001-39926 Terns Pharmaceu

March 13, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 13, 2023 Terns Pharmaceuticals, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39926 98-1448275 (State or Other Jurisdiction of Incorporation) (Commiss

March 2, 2023 EX-99

Terns Pharmaceuticals Provides Program Updates and Announces Participation at Upcoming March Investor Conferences Completes enrollment in Phase 2a DUET clinical trial of TERN-501 (THR-β agonist) as a treatment for NASH with top-line results expected

Exhibit 99.1 Terns Pharmaceuticals Provides Program Updates and Announces Participation at Upcoming March Investor Conferences Completes enrollment in Phase 2a DUET clinical trial of TERN-501 (THR-β agonist) as a treatment for NASH with top-line results expected in third quarter of 2023 On track to initiate U.S. clinical trial for TERN-701 (allosteric BCR-ABL inhibitor) in CML in second half of 20

March 2, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 02, 2023 Terns Pharmaceuticals, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39926 98-1448275 (State or Other Jurisdiction of Incorporation) (Commiss

February 14, 2023 SC 13G/A

TERN / Terns Pharmaceuticals Inc / Fairmount Funds Management LLC - SC 13G/A Passive Investment

SC 13G/A 1 tm235981d6sc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Terns Pharmaceuticals, Inc. (Name of Issuer) Common Stock, Par Value $0.0001 (Title of Class of Securities) 880881107 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of This Statement) Check

February 14, 2023 SC 13G/A

TERN / Terns Pharmaceuticals Inc / Venrock Healthcare Capital Partners III, L.P. - SC 13G/A Passive Investment

SC 13G/A 1 tm236584d2sc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G/A UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 1)* Terns Pharmaceuticals, Inc. (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) 880881107 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of This Statement) Chec

February 14, 2023 SC 13G/A

TERN / Terns Pharmaceuticals Inc / Vivo Capital VIII, LLC - AMENDMENT NO. 1 TO SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Terns Pharmaceuticals, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 880881107 (CUSIP Number) December 31, 2022 (Date of Event which Requires Filing of this Statement) Check the appropriate box to design

February 13, 2023 SC 13G/A

TERN / Terns Pharmaceuticals Inc / Auspice Ltd - AMENDMENT NO. 1 TO SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Terns Pharmaceuticals, Inc. (Name of Issuer) Common Stock, $0.0001 par value per share (Title of Class of Securities) 880881107 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designat

February 10, 2023 SC 13G/A

TERN / Terns Pharmaceuticals Inc / Flynn James E Passive Investment

SC 13G/A 1 e618275sc13ga-tp.htm SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b)(c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (Amendment No. 1) * Terns Pharmaceuticals, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 880881107 (CUSIP Number) December

February 9, 2023 SC 13G

TERN / Terns Pharmaceuticals Inc / Auspice Ltd - SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.)* Terns Pharmaceuticals, Inc. (Name of Issuer) Common Stock, $0.0001 par value per share (Title of Class of Securities) 880881107 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate

February 8, 2023 SC 13G/A

TERN / Terns Pharmaceuticals Inc / BML Investment Partners, L.P. - NONE Passive Investment

SC 13G/A 1 doc1.htm NONE UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Terns Pharmaceuticals, Inc. (Name of Issuer) Common Stock, $0.0001 par value per share (Title of Class of Securities) 880881107 (CUSIP Number) Calendar Year 2022 (Date of Event Which Requires Filing of this Statement) Check the a

February 8, 2023 SC 13G/A

TERN / Terns Pharmaceuticals Inc / BML Investment Partners, L.P. - NONE Passive Investment

SC 13G/A 1 doc1.htm NONE UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Terns Pharmaceuticals, Inc. (Name of Issuer) Common Stock, $0.0001 par value per share (Title of Class of Securities) 880881107 (CUSIP Number) Calendar Year 2022 (Date of Event Which Requires Filing of this Statement) Check the a

February 8, 2023 CORRESP

Terns Pharmaceuticals, Inc. 1065 East Hillsdale Blvd. Suite 100 Foster City, California 94404 February 8, 2023

Terns Pharmaceuticals, Inc. 1065 East Hillsdale Blvd. Suite 100 Foster City, California 94404 February 8, 2023 VIA EDGAR SUBMISSION U.S. Securities and Exchange Commission Division of Corporation Finance, Office of Life Sciences 100 F Street, N.E. Washington, D.C. 20549 Attention: Cindy Polynice Re: Terns Pharmaceuticals, Inc. Registration Statement on Form S-3 File No. 333-269508 Request for Acce

February 6, 2023 SC 13G/A

TERN / Terns Pharmaceuticals Inc / LAV Biosciences Fund V, L.P. - AMENDMENT NO. 2 TO SCHEDULE 13G Passive Investment

SC 13G/A 1 ea172755-13ga2lavbio5terns.htm AMENDMENT NO. 2 TO SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* Terns Pharmaceuticals, Inc. (Name of Issuer) Common Stock, $0.0001 par value per share (Title of Class of Securities) 880881107 (CUSIP Number) December 31, 2022 (Date of Event Which

February 1, 2023 EX-4.8

Form of Subordinated Note

EX-4.8 Exhibit 4.8 Form of Subordinated Note (FACE OF SECURITY) [Each Global Security shall bear substantially the following legend: UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR SECURITIES IN DEFINITIVE REGISTERED FORM, THIS SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER N

February 1, 2023 EX-FILING FEES

Filing Fee Table

EX-FILING FEES Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) Terns Pharmaceuticals, Inc.

February 1, 2023 EX-4.7

Form of Senior Note

EX-4.7 Exhibit 4.7 Form of Senior Note (FACE OF SECURITY) [Each Global Security shall bear substantially the following legend: UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR SECURITIES IN DEFINITIVE REGISTERED FORM, THIS SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE

February 1, 2023 EX-4.6

Form of Subordinated Indenture

EX-4.6 Exhibit 4.6 TERNS PHARMACEUTICALS, INC. and Trustee INDENTURE Dated as of SUBORDINATED DEBT SECURITIES CROSS-REFERENCE TABLE 1 Section of Trust Indenture Act of 1939, as amended Section of Indenture 310(a) 6.09 310(b) 6.08 6.10 310(c) Inapplicable 311(a) 6.13 311(b) 6.13 311(c) Inapplicable 312(a) 4.01 4.04 312(b) 4.04(c) 312(c) 4.04(c) 313(a) 4.03 313(b) 4.03 313(c) 4.03 313(d) 4.03 314(a)

February 1, 2023 EX-4.5

Form of Senior Indenture

EX-4.5 Exhibit 4.5 TERNS PHARMACEUTICALS, INC. and Trustee INDENTURE Dated as of SENIOR DEBT SECURITIES CROSS-REFERENCE TABLE1 Section of Trust Indenture Act of 1939, as amended Section of Indenture 310(a) 6.09 310(b) 6.08 6.10 310(c) Inapplicable 311(a) 6.13 311(b) 6.13 311(c) Inapplicable 312(a) 4.01 4.04 312(b) 4.04(c) 312(c) 4.04(c) 313(a) 4.03 313(b) 4.03 313(c) 4.03 313(d) 4.03 314(a) 4.02 3

February 1, 2023 S-3

As filed with the Securities and Exchange Commission on February 1, 2023

S-3 Table of Contents As filed with the Securities and Exchange Commission on February 1, 2023 Registration No.

January 5, 2023 EX-99.1

Terns Pharmaceuticals to Highlight 2023 Priorities and Clinical Milestones at the 41st Annual J.P. Morgan Healthcare Conference Plans to advance diverse pipeline of five disclosed programs in oncology and metabolic diseases Expects to initiate proof

Exhibit 99.1 Terns Pharmaceuticals to Highlight 2023 Priorities and Clinical Milestones at the 41st Annual J.P. Morgan Healthcare Conference Plans to advance diverse pipeline of five disclosed programs in oncology and metabolic diseases Expects to initiate proof of concept trials in CML and obesity and to report top-line data from DUET, the first trial assessing THR-? agonist as monotherapy and in

January 5, 2023 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 05, 2023 Terns Pharmaceuticals, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39926 98-1448275 (State or Other Jurisdiction of Incorporation) (Commi

January 3, 2023 SC 13G

TERN / Terns Pharmaceuticals Inc / SUVRETTA CAPITAL MANAGEMENT, LLC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.

December 29, 2022 SC 13G/A

TERN / Terns Pharmaceuticals Inc / LAV Biosciences Fund V, L.P. - AMENDMENT NO. 1 TO SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.

December 28, 2022 EX-99.1

JOINT FILING AGREEMENT

EX-99.1 2 ss1633633ex9901.htm JOINT FILING AGREEMENT Exhibit 1 JOINT FILING AGREEMENT The undersigned hereby agree that the Statement on Schedule 13D, dated December 23, 2022 with respect to the common stock of Terns Pharmaceuticals, Inc, is filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. Each o

December 28, 2022 SC 13D/A

TERN / Terns Pharmaceuticals Inc / ORBIMED ADVISORS LLC - AMENDMENT NO. 2 Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2)* Terns Pharmaceuticals, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 880881107 (CUSIP Number) OrbiMed Advisors LLC OrbiMed Capital GP VII LLC OrbiMed Asia GP III, L.P. OrbiMed Advisors III Limited OrbiMed Genesis GP LLC 601 Lexington

December 28, 2022 EX-99.3

LOCK-UP AGREEMENT

EX-99.3 3 ss1633633ex9903.htm FORM OF LOCKUP AGREEMENT LOCK-UP AGREEMENT December 20, 2022 Jefferies LLC Cowen and Company, LLC As Representatives of the several Underwriters listed in Schedule 1 to the Underwriting Agreement referred to below c/o Jefferies LLC 520 Madison Avenue New York, New York 10022 c/o Cowen and Company, LLC 599 Lexington Avenue New York, New York 10022 Re: Terns Pharmaceuti

December 23, 2022 8-K

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 20, 2022 Terns Pharmaceuticals, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39926 98-1448275 (State or Other Jurisdiction of Incorporation) (Comm

December 23, 2022 EX-99.1

Terns Announces Pricing of $75 Million Public Offering

Exhibit 99.1 Terns Announces Pricing of $75 Million Public Offering December 21, 2022 FOSTER CITY, Calif., Dec. 20, 2022 (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, obesity and non-alcoholic steatohepat

December 23, 2022 EX-1.1

Underwriting Agreement, dated December 20, 2022, among Terns Pharmaceuticals, Inc. and Jefferies LLC and Cowen and Company, LLC, as representatives of the several underwriters named therein.

EX-1.1 2 tern-ex11.htm EX-1.1 Exhibit 1.1 Execution Version Terns Pharmaceuticals, Inc. 10,350,000 Shares of Common Stock, Par Value $0.0001 Underwriting Agreement December 20, 2022 Jefferies LLC Cowen and Company, LLC As Representatives of the several Underwriters listed in Schedule 1 hereto c/o Jefferies LLC 520 Madison Avenue New York, New York 10022 c/o Cowen and Company, LLC 599 Lexington Ave

December 23, 2022 SC 13G

TERN / Terns Pharmaceuticals Inc / Flynn James E Passive Investment

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b)(c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (Amendment No.

December 21, 2022 424B5

10,350,000 Shares of Common Stock Terns Pharmaceuticals, Inc.

Table of Contents Filed Pursuant to Rule 424(b)(5) Registration No. 333-263370 PROSPECTUS SUPPLEMENT (To Prospectus dated March 14, 2022) 10,350,000 Shares of Common Stock Terns Pharmaceuticals, Inc. We are offering 10,350,000 shares of our common stock pursuant to this prospectus supplement and the accompanying prospectus. Our common stock is traded on the Nasdaq Global Select Market under the sy

December 20, 2022 424B5

$75,000,000 Shares of Common Stock Terns Pharmaceuticals, Inc.

Table of Contents Filed Pursuant to Rule 424(b)(5) Registration No. 333-263370 The information in this preliminary prospectus supplement is not complete and may be changed. This preliminary prospectus supplement and the accompanying prospectus do not constitute an offer to sell these securities, and we are not soliciting offers to buy these securities in any jurisdiction where the offer or sale is

November 9, 2022 EX-10.1(A)

2022 Employment Inducement Award Plan

Exhibit 10.1(a) TERNS PHARMACEUTICALS, Inc. 2022 EMPLOYMENT INDUCEMENT AWARD PLAN ARTICLE I. Purpose The Plan?s purpose is to enhance the Company?s ability to attract, retain and motivate employees who are expected to make important contributions to the Company by providing these individuals with equity ownership opportunities. ARTICLE II. Definitions As used in the Plan, the following words and p

November 9, 2022 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39926 Terns Pharmaceuticals, Inc.

November 9, 2022 EX-10.1(B)

Form of Stock Option Grant Notice and Stock Option Agreement under the 2022 Employment Inducement Award Plan.

Exhibit 10.1(b) TERNS PHARMACEUTICALS, INC. 2022 Employment Inducement Award PLAN GLOBAL STOCK OPTION GRANT NOTICE Terns Pharmaceuticals, Inc., a Delaware corporation, (the ?Company?), pursuant to its 2022 Employment Inducement Award Plan, as may be amended from time to time (the ?Plan?), hereby grants to the holder listed below (?Participant?), an option to purchase the number of shares of the Co

November 9, 2022 EX-99.1

Terns Pharmaceuticals Reports Third Quarter 2022 Financial Results and Corporate Highlights • Terns plans to initiate U.S. clinical trial for TERN-701 (allosteric BCR-ABL inhibitor) in CML in second half of 2023 • Positive data from Phase 1 trial of

Exhibit 99.1 Terns Pharmaceuticals Reports Third Quarter 2022 Financial Results and Corporate Highlights ? Terns plans to initiate U.S. clinical trial for TERN-701 (allosteric BCR-ABL inhibitor) in CML in second half of 2023 ? Positive data from Phase 1 trial of TERN-501 (THR-? agonist) in NASH presented at AASLD 2022, with top-line data from Phase 2a DUET trial expected in second half of 2023 ? I

November 9, 2022 EX-FILING FEES

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Tables Form S-8 (Form Type) Terns Pharmaceuticals, Inc.

November 9, 2022 S-8

As filed with the Securities and Exchange Commission on November 9, 2022

As filed with the Securities and Exchange Commission on November 9, 2022 Registration No.

November 9, 2022 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 09, 2022 Terns Pharmaceuticals, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39926 98-1448275 (State or Other Jurisdiction of Incorporation) (Comm

November 9, 2022 EX-99.1(A)

2022 Employment Inducement Award Plan.

Exhibit 99.1(a) TERNS PHARMACEUTICALS, Inc. 2022 EMPLOYMENT INDUCEMENT AWARD PLAN ARTICLE I. Purpose The Plan?s purpose is to enhance the Company?s ability to attract, retain and motivate employees who are expected to make important contributions to the Company by providing these individuals with equity ownership opportunities. ARTICLE II. Definitions As used in the Plan, the following words and p

November 9, 2022 EX-99.1(B)

Form of Stock Option Grant Notice and Stock Option Agreement under the 2022 Employment Inducement Award Plan.

Exhibit 99.1(b) TERNS PHARMACEUTICALS, INC. 2022 Employment Inducement Award PLAN GLOBAL STOCK OPTION GRANT NOTICE Terns Pharmaceuticals, Inc., a Delaware corporation, (the ?Company?), pursuant to its 2022 Employment Inducement Award Plan, as may be amended from time to time (the ?Plan?), hereby grants to the holder listed below (?Participant?), an option to purchase the number of shares of the Co

November 9, 2022 EX-99.1(C)

Form of Restricted Stock Unit Award Grant Notice and Restricted Stock Unit Award Agreement under the 2022 Employment Inducement Award Plan.

Exhibit 99.1(c) TERNS PHARMACEUTICALS, INC. 2022 EMPLOYMENT INDUCEMENT AWARD PLAN GLOBAL RESTRICTED STOCK UNIT AWARD GRANT NOTICE Terns Pharmaceuticals, Inc., a Delaware corporation, (the ?Company?), pursuant to its 2022 Employment Inducement Award Plan, as amended from time to time (the ?Plan?), hereby grants to the holder listed below (the ?Participant?), an award of restricted stock units (?Res

November 9, 2022 EX-10.1(C)

Form of Restricted Stock Unit Award Grant Notice and Restricted Stock Unit Award Agreement under the 2022 Employment Inducement Award Plan.

Exhibit 10.1(c) TERNS PHARMACEUTICALS, INC. 2022 EMPLOYMENT INDUCEMENT AWARD PLAN GLOBAL RESTRICTED STOCK UNIT AWARD GRANT NOTICE Terns Pharmaceuticals, Inc., a Delaware corporation, (the ?Company?), pursuant to its 2022 Employment Inducement Award Plan, as amended from time to time (the ?Plan?), hereby grants to the holder listed below (the ?Participant?), an award of restricted stock units (?Res

August 29, 2022 SC 13G

TERN / Terns Pharmaceuticals Inc / Venrock Healthcare Capital Partners III, L.P. - SC 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. )* Terns Pharmaceuticals, Inc. (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) 880881107 (CUSIP Number) August 16, 2022 (Date of Event Which Requires Filing of This Statement) Check the appropriate box to designate the rule pu

August 25, 2022 SC 13G

TERN / Terns Pharmaceuticals Inc / Fairmount Funds Management LLC - SC 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Terns Pharmaceuticals, Inc. (Name of Issuer) Common Stock, Par Value $0.0001 (Title of Class of Securities) 880881107 (CUSIP Number) Erin O’Connor Fairmount Funds Management LLC 200 Barr Harbor Drive, Suite 400 West Conshohocken, PA 19428 (267) 262-5300 (

August 18, 2022 EX-99.1

JOINT FILING AGREEMENT

Exhibit 1 JOINT FILING AGREEMENT The undersigned hereby agree that the Statement on Schedule 13D, dated August 16, 2022 with respect to the common stock of Terns Pharmaceuticals, Inc, is filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended.

August 18, 2022 EX-99.3

FORM OF LOCK-UP AGREEMENT

FORM OF LOCK-UP AGREEMENT August , 2022 Cowen and Company, LLC As Representatives of the several Underwriters listed in Schedule 1 to the Underwriting Agreement referred to below c/o Cowen and Company, LLC 599 Lexington Avenue New York, NY 10022 Re: Terns Pharmaceuticals, Inc.

August 18, 2022 SC 13D/A

TERN / Terns Pharmaceuticals Inc / ORBIMED ADVISORS LLC - AMENDMENT NO. 1 Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)* Terns Pharmaceuticals, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 880881107 (CUSIP Number) OrbiMed Advisors LLC OrbiMed Capital GP VII LLC OrbiMed Asia GP III, L.P. OrbiMed Advisors III Limited OrbiMed Genesis GP LLC 601 Lexington

August 16, 2022 8-K

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 11, 2022 Terns Pharmaceuticals, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39926 98-1448275 (State or Other Jurisdiction of Incorporation) (Commis

August 16, 2022 EX-99.1

Terns Announces $65 Million Oversubscribed Offering

Exhibit 99.1 Terns Announces $65 Million Oversubscribed Offering Foster City, Calif., August 12, 2022 ? 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, obesity and non-alcoholic steatohepatitis (NASH), today announced that it

August 16, 2022 EX-1.1

Underwriting Agreement, dated August 11, 2022, between Terns Pharmaceuticals, Inc. and Cowen and Company, LLC, as representative of the several underwriters named therein.

Exhibit 1.1 Execution Version Terns Pharmaceuticals, Inc. 12,250,000 Shares of Common Stock, Par Value $0.0001 and Pre-Funded Warrants to Purchase 14,630,000 Shares of Common Stock Underwriting Agreement August 11, 2022 Cowen and Company, LLC As Representatives of the several Underwriters listed in Schedule 1 hereto c/o Cowen and Company, LLC 599 Lexington Avenue New York, NY 10022 Ladies and Gent

August 16, 2022 SC 13G/A

TERN / Terns Pharmaceuticals Inc / Flynn James E Passive Investment

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b)(c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (Amendment No.

August 16, 2022 EX-4.1

Form of Pre-Funded Warrant.

Exhibit 4.1 TERNS PHARMACEUTICALS, INC. WARRANT TO PURCHASE COMMON STOCK Number of Shares: [] (subject to adjustment) Warrant No. [] Original Issue Date: August [], 2022 Terns Pharmaceuticals, Inc., a Delaware corporation (the ?Company?), hereby certifies that, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, [] or its registered assigns (the ?Hold

August 12, 2022 424B5

12,250,000 Shares of Common Stock Pre-funded Warrants to Purchase 14,630,000 Shares of Common Stock

Table of Contents Filed Pursuant to Rule 424(b)(5) Registration No. 333-263370 PROSPECTUS SUPPLEMENT (To prospectus dated March 14, 2022) 12,250,000 Shares of Common Stock Pre-funded Warrants to Purchase 14,630,000 Shares of Common Stock We are selling 12,250,000 shares of our common stock in this offering and, in lieu of common stock to certain investors that so choose, pre-funded warrants to pur

August 12, 2022 FWP

Terns Pharmaceuticals, Inc.

Filed Pursuant to Rule 433 under the Securities Act of 1933 Issuer Free Writing Prospectus dated August 11, 2022 Registration Statement No.

August 8, 2022 EX-99.1

Terns Pharmaceuticals Reports Second Quarter 2022 Financial Results and Corporate Highlights • TERN-701 (allosteric BCR-ABL inhibitor) advances into Phase 1 trial for CML in China • IND-enabling activities for TERN-601 (GLP-1R agonist) remain on trac

Exhibit 99.1 Terns Pharmaceuticals Reports Second Quarter 2022 Financial Results and Corporate Highlights ? TERN-701 (allosteric BCR-ABL inhibitor) advances into Phase 1 trial for CML in China ? IND-enabling activities for TERN-601 (GLP-1R agonist) remain on track; Phase 1 obesity trial initiation expected in 2023 ? Initiated dosing of TERN-501 (THR-? agonist) Phase 2a DUET combo clinical trial fo

August 8, 2022 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39926 Terns Pharmaceuticals, Inc.

August 8, 2022 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 08, 2022 Terns Pharmaceuticals, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39926 98-1448275 (State or Other Jurisdiction of Incorporation) (Commis

July 27, 2022 8-K

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 26, 2022 Terns Pharmaceuticals, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39926 98-1448275 (State or Other Jurisdiction of Incorporation) (Commissi

July 27, 2022 EX-99.1

Terns Announces Appointment of Radhika Tripuraneni, M.D., M.P.H. to Board of Directors

Exhibit 99.1 Terns Announces Appointment of Radhika Tripuraneni, M.D., M.P.H. to Board of Directors FOSTER CITY, Calif., July 27, 2022 (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 such as non-alcoholic steatohepatitis (NASH)

June 17, 2022 8-K

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 16, 2022 Terns Pharmaceuticals, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39926 98-1448275 (State or Other Jurisdiction of Incorporation) (Commissi

June 7, 2022 SC 13G

TERN / Terns Pharmaceuticals Inc / BML Investment Partners, L.P. - NONE Passive Investment

Schedule 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. n/a )* Terns Pharmaceuticals, Inc. (Name of Issuer) Common Stock, $0.0001 par value per share (Title of Class of Securities) 880881107 (CUSIP Number) June 01, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box

June 1, 2022 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 01, 2022 Terns Pharmaceuticals, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39926 98-1448275 (State or Other Jurisdiction of Incorporation) (Commissi

June 1, 2022 EX-99.1

Terns Pharmaceuticals Appoints Kerry Russell as Chief Medical Officer - Dr. Russell to report to Dr. Erin Quirk, President and Head of Research & Development

Exhibit 99.1 Terns Pharmaceuticals Appoints Kerry Russell as Chief Medical Officer - Dr. Russell to report to Dr. Erin Quirk, President and Head of Research & Development FOSTER CITY, Calif., June 1, 2022 (GLOBE NEWSWIRE) - Terns Pharmaceuticals, Inc. (?Terns? or the ?Company?) (Nasdaq: TERN), a clinical-stage biopharmaceutical company developing a portfolio of small-molecule single-agent and comb

May 16, 2022 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39926 Terns Pharmaceuticals, Inc.

May 16, 2022 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 16, 2022 Terns Pharmaceuticals, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39926 98-1448275 (State or Other Jurisdiction of Incorporation) (Commissio

May 16, 2022 EX-99.1

Terns Pharmaceuticals Reports First Quarter 2022 Financial Results and Business Updates -IND opened for NASH Phase 2a trial of TERN-501 (THR-β agonist) alone and in combination with TERN-101 (FXR agonist); trial initiated with top-line data expected

Exhibit 99.1 Terns Pharmaceuticals Reports First Quarter 2022 Financial Results and Business Updates -IND opened for NASH Phase 2a trial of TERN-501 (THR-? agonist) alone and in combination with TERN-101 (FXR agonist); trial initiated with top-line data expected in second half of 2023 -TERN-601 (GLP-1R agonist) IND-enabling studies underway; Phase 1 clinical trial initiation for obesity expected i

April 29, 2022 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy State

April 29, 2022 DEF 14A

Definitive Proxy Statement

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy State

April 6, 2022 SC 13G

TERN / Terns Pharmaceuticals Inc / Auspice Ltd - SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. ) Terns Pharmaceuticals, Inc. (Name of Issuer) Common Stock, $0.0001 par value per share (Title of Class of Securities) 880881107 (CUSIP Number) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: ? Rule 13d-1(b) ? Rule

March 21, 2022 EX-99.1

Terns Reports Top-line Results from Phase 1 AVIATION Trial of VAP-1 Inhibitor TERN-201

Exhibit 99.1 Terns Reports Top-line Results from Phase 1 AVIATION Trial of VAP-1 Inhibitor TERN-201 FOSTER CITY, Calif., March 21, 2022 (GLOBE NEWSWIRE) ? Terns Pharmaceuticals, Inc. (?Terns? or the ?Company?) (Nasdaq: TERN), a clinical-stage biopharmaceutical company developing a portfolio of small-molecule single-agent and combination therapy candidates to address serious diseases such as non-al

March 21, 2022 8-K

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 21, 2022 Terns Pharmaceuticals, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39926 98-1448275 (State or Other Jurisdiction of Incorporation) (Commiss

March 17, 2022 424B5

$75,000,000 Common Stock

Table of Contents Filed pursuant to Rule 424(b)(5) Registration No. 333-263370 PROSPECTUS SUPPLEMENT (To prospectus dated March 14, 2022) $75,000,000 Common Stock We have entered into a sales agreement with Cowen and Company, LLC, or Cowen, relating to shares of our common stock offered by this prospectus supplement and the accompanying prospectus. In accordance with the terms of the sales agreeme

March 10, 2022 CORRESP

Terns Pharmaceuticals, Inc. 1065 East Hillsdale Blvd., Suite 100 Foster City, California 94404

Terns Pharmaceuticals, Inc. 1065 East Hillsdale Blvd., Suite 100 Foster City, California 94404 March 10, 2022 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549-6010 Attention: Michael Davis and Celeste Murphy Re: Terns Pharmaceuticals, Inc. Registration Statement on Form S-3 (Registration No. 333- 263370) Ladies and

March 8, 2022 EX-4.4

Form of Indenture.

Exhibit 4.4 TERNS PHARMACEUTICALS, INC. INDENTURE Dated as of , 20 [] As Trustee TABLE OF CONTENTS Page ARTICLE I. DEFINITIONS AND INCORPORATION BY REFERENCE 1 Section 1.1. Definitions 1 Section 1.2. Other Definitions 4 Section 1.3. Incorporation by Reference of Trust Indenture Act 4 Section 1.4. Rules of Construction 5 ARTICLE II. THE SECURITIES 5 Section 2.1. Issuable in Series 5 Section 2.2. Es

March 8, 2022 EX-1.2

Sales Agreement, dated March 8, 2022, by and between Terns Pharmaceuticals, Inc. and Cowen and Company, LLC.

Exhibit 1.2 TERNS PHARMACEUTICALS, INC. $75,000,000 SHARES OF COMMON STOCK, PAR VALUE $0.0001 SALES AGREEMENT March 8, 2022 Cowen and Company, LLC 599 Lexington Avenue New York, NY 10022 Ladies and Gentlemen: Terns Pharmaceuticals, Inc., a Delaware company (the ?Company?), confirms its agreement (this ?Agreement?) with Cowen and Company, LLC (?Cowen?), as follows: 1. Issuance and Sale of Shares. T

March 8, 2022 EX-FILING FEES

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) Terns Pharmaceuticals, Inc.

March 8, 2022 S-3

Powers of Attorney (incorporated by reference to the signature page hereto).

Table of Contents As filed with the Securities and Exchange Commission on March 8, 2022 Registration No.

March 7, 2022 EX-4.3

Exhibit 4.3

Exhibit 4.3 DESCRIPTION OF CAPITAL STOCK The following summary describes the capital stock of Terns Pharmaceuticals, Inc. (the ?Company,? ?we,? ?us? and ?our?) and the material provisions of our amended and restated certificate of incorporation and our amended and restated bylaws, the amended and restated investors? rights agreement to which we and certain of our stockholders are parties and of th

March 7, 2022 EX-10.7

Employment Agreement by and between the Registrant and Erin Quirk, M.D.

Exhibit 10.7 TERNS, INC. August 4, 2020 Erin Quirk Sent via email Dear Erin: Terns, Inc., a Delaware corporation (the ?Company?) is pleased to offer you continued employment on the following terms: 1. Position. You will continue to be employed as the Chief Medical Officer of the Company, and will also serve as the President of the Company, as well as the President and Chief Medical Officer of the

March 7, 2022 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number 001-39926 Terns Pharmaceu

March 7, 2022 EX-10.10

Amended and Restated Non-employee Director Compensation Program.

Exhibit 10.10 Terns Pharmaceuticals, Inc. Amended and Restated Non-Employee Director Compensation Program This Terns Pharmaceuticals, Inc. (the ?Company?) Amended and Restated Non-Employee Director Compensation Program (this ?Program?) has been adopted under the Company?s 2021 Incentive Award Plan (the ?Plan?) and shall be effective as of January 26, 2022 (the ?Effective Date?). This Program amend

March 7, 2022 EX-FILING FEES

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Tables Form S-8 (Form Type) Terns Pharmaceuticals, Inc.

March 7, 2022 S-8

As filed with the Securities and Exchange Commission on March 7, 2022

As filed with the Securities and Exchange Commission on March 7, 2022 Registration No.

March 7, 2022 EX-10.9

Employment Agreement by and between the Registrant and Bryan Yoon, Esq.

Exhibit 10.9 Execution Version Terns, Inc. October 29, 2020 Seokho Bryan Yoon (the ?Employee?) Sent via email Dear Bryan: Terns, Inc., a Delaware corporation (the ?Company?) is pleased to offer you employment on the following terms specified in this employment agreement (this ?Agreement?): 1. Position. You will be employed as the Chief Operating Officer and General Counsel (?COO and GC?) of the Co

March 3, 2022 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 03, 2022 Terns Pharmaceuticals, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39926 98-1448275 (State or Other Jurisdiction of Incorporation) (Commiss

March 3, 2022 EX-99.1

Terns Pharmaceuticals Reports Fourth Quarter and Full Year 2021 Financial Results and Corporate Highlights -Top-line data readout from TERN-201 (VAP-1 inhibitor) clinical trial in NASH expected in March 2022 -Initiation of Terns’ first NASH trial of

Exhibit 99.1 Terns Pharmaceuticals Reports Fourth Quarter and Full Year 2021 Financial Results and Corporate Highlights -Top-line data readout from TERN-201 (VAP-1 inhibitor) clinical trial in NASH expected in March 2022 -Initiation of Terns? first NASH trial of TERN-501 (THR-? agonist) alone and in combination with TERN-101 (FXR agonist) planned for first half of 2022 with top-line data expected

February 11, 2022 SC 13G/A

TERN / Terns Pharmaceuticals Inc / Flynn James E Passive Investment

SC 13G/A 1 e621304sc13ga-terns.htm SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b)(c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (Amendment No. 1) * Terns Pharmaceuticals, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 880881107 (CUSIP Number) Decemb

February 9, 2022 SC 13G

TERN / Terns Pharmaceuticals Inc / LAV Biosciences Fund V, L.P. - SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Terns Pharmaceuticals, Inc. (Name of Issuer) Common Stock, $0.0001 par value per share (Title of Class of Securities) 880881107 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant

January 19, 2022 8-K

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 19, 2022 Terns Pharmaceuticals, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39926 98-1448275 (State or Other Jurisdiction of Incorporation) (Commi

November 15, 2021 EX-10.1

Amended and Restated Non-employee Director Compensation Program.

Exhibit 10.1 Terns Pharmaceuticals, Inc. Amended and Restated Non-Employee Director Compensation Program This Terns Pharmaceuticals, Inc. (the ?Company?) Amended and Restated Non-Employee Director Compensation Program (this ?Program?) has been adopted under the Company?s 2021 Incentive Award Plan (the ?Plan?) and shall be effective as of September 28, 2021 (the ?Effective Date?). This Program amen

November 15, 2021 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39926 Terns Pharmaceuticals, Inc.

November 15, 2021 EX-99.1

Terns Pharmaceuticals Reports Third Quarter 2021 Financial Results and Corporate Highlights -Top-line data readout from TERN-201 (VAP-1) clinical trial in NASH expected in 1Q 2022 -Positive top-line data from TERN-501 (THR-β) demonstrated clinical pr

Exhibit 99.1 Terns Pharmaceuticals Reports Third Quarter 2021 Financial Results and Corporate Highlights -Top-line data readout from TERN-201 (VAP-1) clinical trial in NASH expected in 1Q 2022 -Positive top-line data from TERN-501 (THR-?) demonstrated clinical proof of concept, enabling the planned initiation of NASH trial in 1H 2022 -Multiple abstracts detailing positive clinical data for TERN-10

November 15, 2021 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 15, 2021 Terns Pharmaceuticals, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39926 98-1448275 (State or Other Jurisdiction of Incorporation) (Comm

November 9, 2021 8-K

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 09, 2021 Terns Pharmaceuticals, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39926 98-1448275 (State or Other Jurisdiction of Incorporation) (Comm

November 9, 2021 EX-99.1

Terns Reports Positive Top-line Results from Phase 1 Proof of Concept Clinical Trial of THR-β agonist TERN-501 TERN-501 demonstrated significant effects on key pharmacodynamic marker of THR-β engagement linked to NASH histologic efficacy TERN-501 was

Exhibit 99.1 Terns Reports Positive Top-line Results from Phase 1 Proof of Concept Clinical Trial of THR-? agonist TERN-501 TERN-501 demonstrated significant effects on key pharmacodynamic marker of THR-? engagement linked to NASH histologic efficacy TERN-501 was generally safe and well-tolerated with predictable pharmacokinetic profile with low variability Terns plans to initiate first FXR/THR-?

September 29, 2021 EX-99.1

Terns Appoints Veteran Biopharmaceutical Executive Ann E. Taylor, M.D. to Board of Directors

Exhibit 99.1 Terns Appoints Veteran Biopharmaceutical Executive Ann E. Taylor, M.D. to Board of Directors FOSTER CITY, Calif., Sept. 28, 2021 (GLOBE NEWSWIRE) ? Terns Pharmaceuticals, Inc. (?Terns? or the ?Company?) (Nasdaq: TERN), a clinical-stage biopharmaceutical company developing a portfolio of small-molecule single-agent and combination therapy candidates for the treatment of non-alcoholic s

September 29, 2021 8-K

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 28, 2021 Terns Pharmaceuticals, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39926 98-1448275 (State or Other Jurisdiction of Incorporation) (Com

August 16, 2021 EX-99.1

Terns Pharmaceuticals Reports Second Quarter 2021 Financial Results and Corporate Highlights -Top-line data from ongoing Phase 1 proof of concept clinical trial of TERN-501 expected in 4Q 2021 -Top-line data readout from Part 1 of ongoing AVIATION Tr

Exhibit 99.1 Terns Pharmaceuticals Reports Second Quarter 2021 Financial Results and Corporate Highlights -Top-line data from ongoing Phase 1 proof of concept clinical trial of TERN-501 expected in 4Q 2021 -Top-line data readout from Part 1 of ongoing AVIATION Trial of TERN-201 expected in 1H 2022 -Cash and equivalents of $185.1 million provides runway into 2024 FOSTER CITY, Calif., August 16, 202

August 16, 2021 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39926 Terns Pharmaceuticals, Inc.

August 16, 2021 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 16, 2021 Terns Pharmaceuticals, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39926 98-1448275 (State or Other Jurisdiction of Incorporation) (Commis

June 14, 2021 EX-99.2

TERNS PHARMACEUTICALS LIFT Study Topline Results A 12-Week Phase 2a Trial of TERN-101 in NASH Patients June 14th, 2021 NASDAQ: TERN

Exhibit 99.2 TERNS PHARMACEUTICALS LIFT Study Topline Results A 12-Week Phase 2a Trial of TERN-101 in NASH Patients June 14th, 2021 NASDAQ: TERN Forward-Looking Statements This presentation contains forward-looking statements about Terns Pharmaceuticals, Inc. (the ?Company,? ?we,? ?us,? or ?our?) and its industry that involve substantial risks and uncertainties. All statements other than statement

June 14, 2021 8-K

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 14, 2021 Terns Pharmaceuticals, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39926 98-1448275 (State or other jurisdiction of incorporation) (Commissi

June 14, 2021 EX-99.1

Terns Reports Positive Top-line Results from Phase 2a LIFT Study of FXR Agonist TERN-101 in Patients with NASH First FXR agonist trial to demonstrate no discontinuations due to AEs, including pruritus, and both a differentiated pruritus and lipid pro

Exhibit 99.1 Terns Reports Positive Top-line Results from Phase 2a LIFT Study of FXR Agonist TERN-101 in Patients with NASH First FXR agonist trial to demonstrate no discontinuations due to AEs, including pruritus, and both a differentiated pruritus and lipid profile in patients with NASH First 12-week controlled trial in patients with NASH to show significant improvements in corrected T1 (cT1), a

May 14, 2021 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39926 Terns Pharmaceuticals, Inc.

May 13, 2021 EX-99.1

Terns Reports First Quarter 2021 Financial Results and Provides Corporate Update -Top-line data from the Phase 2a LIFT study of TERN-101 expected in June 2021-

Exhibit 99.1 Terns Reports First Quarter 2021 Financial Results and Provides Corporate Update -Top-line data from the Phase 2a LIFT study of TERN-101 expected in June 2021- FOSTER CITY, Calif. May 13, 2021 ?Terns Pharmaceuticals, Inc. (?Terns? or the ?Company?) (Nasdaq: TERN), a clinical-stage biopharmaceutical company developing a portfolio of small-molecule single-agent and combination therapy c

May 13, 2021 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 13, 2021 Terns Pharmaceuticals, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39926 98-1448275 (State or other jurisdiction of incorporation) (Commissio

March 30, 2021 EX-99.1

Terns Reports Fourth Quarter and Full Year 2020 Financial Results and Provides Corporate Update -Terns ended 4Q 2020 with $75 million in cash and cash equivalents and completed an upsized initial public offering in February 2021, raising approximatel

Exhibit 99.1 Terns Reports Fourth Quarter and Full Year 2020 Financial Results and Provides Corporate Update -Terns ended 4Q 2020 with $75 million in cash and cash equivalents and completed an upsized initial public offering in February 2021, raising approximately $147 million in gross proceeds to support operations into 2024- -Top-line data from the ongoing Phase 2a LIFT study of TERN-101 expecte

March 30, 2021 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 30, 2021 Terns Pharmaceuticals, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39926 98-1448275 (State or other jurisdiction of incorporation) (Commiss

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