Current Report Filing (8-k)
September 29 2021 - 06:03AM
Edgar (US Regulatory)
false000183136300018313632021-09-282021-09-28
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
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Date of Report (Date of earliest event reported):
September 28, 2021
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Terns Pharmaceuticals, Inc.
(Exact name of Registrant as Specified in Its Charter)
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Delaware
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001-39926
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98-1448275
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(State or Other Jurisdiction
of Incorporation)
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(Commission File Number)
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(IRS Employer
Identification No.)
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1065 East Hillsdale Blvd.
Suite 100
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Foster City,
California
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94404
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(Address of Principal Executive Offices)
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(Zip Code)
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Registrant’s Telephone Number, Including Area Code:
650
525-5535
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(Former Name or Former Address, if Changed Since Last
Report)
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant
under any of the following provisions:
☐Written
communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
☐Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
☐Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
☐Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the
Act:
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Title of each class
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Trading
Symbol(s)
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Name of each exchange on which registered
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Common Stock, $0.0001 par value per share
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TERN
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NASDAQ Global Select Market
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Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933
(§ 230.405 of this chapter) or Rule 12b-2 of the Securities
Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the
registrant has elected not to use the extended transition period
for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange
Act. ☐
Item 5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
Appointment of Ann E. Taylor to the Board of Directors
On September 28, 2021, the Board of Directors (the “Board”) of
Terns Pharmaceuticals, Inc. (the “Company”) appointed Ann E.
Taylor, M.D. to serve as a Class I director until her successor is
duly elected and qualified or until her earlier death, resignation
or removal.
There is no arrangement or understanding between Dr. Taylor and any
other person pursuant to which she was appointed as a director of
the Company, and there are no family relationships between Dr.
Taylor and any of the Company’s directors or executive officers.
There are no transactions to which the Company is a party and in
which Dr. Taylor has a direct or indirect material interest that
would be required to be disclosed under Item 404(a) of Regulation
S-K.
Dr. Taylor will be eligible to participate in the Company’s amended
and restated compensation program for the Company’s non-employee
directors (the “Director Compensation Program”). The Director
Compensation Program provides for cash compensation as
follows:
Each non-employee director will receive an annual cash retainer in
the amount of $40,000 per year.
The non-executive chair will receive an additional annual cash
retainer in the amount of $30,000 per year.
The chairperson of the audit committee will receive additional
annual cash compensation in the amount of $15,000 per year for such
chairperson’s service on the audit committee. Each non-chairperson
member of the audit committee will receive additional annual cash
compensation in the amount of $7,500 per year for such member’s
service on the audit committee.
The chairperson of the compensation committee will receive
additional annual cash compensation in the amount of $10,000 per
year for such chairperson’s service on the compensation committee.
Each non-chairperson member of the compensation committee will
receive additional annual cash compensation in the amount of $5,000
per year for such member’s service on the compensation
committee.
The chairperson of the nominating and corporate governance
committee will receive additional annual cash compensation in the
amount of $8,000 per year for such chairperson’s service on the
nominating and corporate governance committee. Each non-chairperson
member of the nominating and corporate governance committee will
receive additional annual cash compensation in the amount of $4,000
per year for such member’s service on the nominating and corporate
governance committee.
In addition, the Director Compensation Programs provides that each
non-employee director will automatically be granted an option to
purchase 44,000 shares of common stock upon the director’s initial
appointment or election to the Board (the “Initial Grant”). Each
non-employee director who has served for at least six months will
be granted an option to purchase 22,000 shares of common stock
automatically on the date of each annual stockholder’s meeting
thereafter (the “Annual Grant”). The Initial Grant will vest as to
1/3rd
of the total shares subject thereto on the first anniversary of the
applicable date of grant and as to 1/36th
of the total shares subject thereto on each monthly anniversary of
the applicable date of grant over the next 24 months thereafter,
subject to continued service through each applicable vesting date.
The Annual Grant will vest on the earlier of the first anniversary
of the date of grant or the date of the next annual stockholder’s
meeting to the extent unvested as of such date, subject to
continued service through each applicable vesting date. Each
Initial Grant and Annual Grant will vest in full in the event of a
change in control.
Item 7.01 Regulation FD Disclosure.
On September
28,
2021, the Company announced the appointment of Dr. Taylor to the
Board. A copy of this press release is attached to this Current
Report on Form 8-K as Exhibit 99.1.
The information contained in Item 7.01 of this Current Report on
Form 8-K, including Exhibit 99.1 attached hereto, is being
furnished and shall not be deemed “filed” for purposes of Section
18 of the Securities Exchange Act of 1934, as amended (the
“Exchange Act”), and shall not be deemed incorporated by reference
in any filing under the Securities Act of 1933, as amended, or the
Exchange Act, except as expressly set forth by specific reference
in such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned thereunto duly authorized.
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TERNS PHARMACEUTICALS, INC.
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Date:
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September 28, 2021
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By:
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/s/ Bryan Yoon
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Bryan Yoon
Chief Operating Officer & General Counsel
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Terns Pharmaceuticals (NASDAQ:TERN)
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