Terns Pharmaceuticals, Inc. (“Terns” or the “Company”) (Nasdaq:
TERN), a clinical-stage biopharmaceutical company developing a
portfolio of small-molecule product candidates to address serious
diseases, including oncology and obesity, today announced the
pricing of its upsized underwritten public offering of 11,919,048
shares of its common stock at a public offering price of $10.50 per
share, and, in lieu of common stock to certain investors,
pre-funded warrants to purchase 2,380,952 shares of its common
stock at a public offering price of $10.4999 per pre-funded
warrant, in each case before underwriting discounts and
commissions. The gross proceeds from the offering, before deducting
underwriting discounts and commissions and other offering expenses
payable by Terns, are expected to be approximately $150.15 million,
excluding any exercise of the underwriters’ option to purchase
additional shares. Terns has granted the underwriters a 30-day
option to purchase up to an additional 2,145,000 shares of common
stock at the public offering price, less underwriting discounts and
commissions. The offering is expected to close on September 12,
2024, subject to customary closing conditions. All of the
securities are being offered by Terns.
Jefferies and TD Cowen are acting as lead book-running managers
for the proposed offering. BMO Capital Markets and UBS Investment
Bank are also acting as bookrunners for the proposed offering.
Citizens JMP and Mizuho are acting as co-lead managers for the
proposed offering.
Terns intends to use the net proceeds from the proposed
offering, to fund research, clinical trials, development and
manufacturing of the Company’s key product candidates, including
TERN-701, TERN-601 and other programs, including Terns’ TERN-800
series, and for working capital and general corporate purposes.
A shelf registration statement on Form S-3 (File No. 333-269508)
relating to the securities offered in the public offering was filed
with the Securities and Exchange Commission (the “SEC”) on February
1, 2023 and declared effective on February 10, 2023. The offering
will be made only by means of a prospectus supplement and
accompanying prospectus that form a part of the registration
statement. A preliminary prospectus supplement and accompanying
prospectus relating to the offering have been filed with the SEC
and are available on the SEC’s website located at www.sec.gov. A
final prospectus supplement relating to the offering will be filed
with the SEC. Copies of the preliminary prospectus supplement,
final prospectus supplement, and accompanying prospectus relating
to this offering, when available, may be obtained from Jefferies
LLC, Attention: Equity Syndicate Prospectus Department, 520 Madison
Avenue, New York, NY 10022, by telephone at 877-821-7388 or by
email at prospectus_department@jefferies.com or TD Securities (USA)
LLC, 1 Vanderbilt Avenue, New York, NY 10017, by telephone at
855-495-9846, or by email at
TD.ECM_Prospectus@tdsecurities.com.
This press release shall not constitute an offer to sell or a
solicitation of an offer to buy these securities, nor shall there
be any sale of these securities in any state or other jurisdiction
in which such offer, solicitation or sale would be unlawful prior
to the registration or qualification of these securities under the
securities laws of any such state or other jurisdiction.
About Terns Pharmaceuticals
Terns Pharmaceuticals, Inc. is a clinical-stage
biopharmaceutical company developing a portfolio of small-molecule
product candidates to address serious diseases, including oncology
and obesity. Terns’ pipeline contains three clinical stage
development programs including an allosteric BCR-ABL inhibitor, a
small-molecule GLP-1 receptor agonist, a THR-β agonist, and a
preclinical GIPR modulator discovery effort, prioritizing a GIPR
antagonist nomination candidate.
Cautionary Note Regarding Forward-Looking
Statements
This press release contains forward-looking statements about
Terns Pharmaceuticals, Inc. (the “Company,” “we,” “us,” or “our”)
within the meaning of the federal securities laws, including the
anticipated closing date of the proposed public offering and the
Company’s anticipated use of proceeds of the proposed public
offering. All statements other than statements of historical facts
contained in this press release are forward-looking statements. In
some cases, you can identify forward-looking statements by
terminology such as “aim,” “anticipate,” “assume,” “believe,”
“contemplate,” “continue,” “could,” “design,” “due,” “estimate,”
“expect,” “goal,” “intend,” “may,” “objective,” “plan,”
“positioned,” “potential,” “predict,” “seek,” “should,” “target,”
“will,” “would” and other similar expressions that are predictions
of or indicate future events and future trends, or the negative of
these terms or other comparable terminology. The Company has based
these forward-looking statements largely on its current
expectations, estimates, forecasts and projections about future
events and financial trends that it believes may affect its
financial condition, results of operations, business strategy and
financial needs. In light of the significant uncertainties in these
forward-looking statements, you should not rely upon
forward-looking statements as predictions of future events. These
statements are subject to risks and uncertainties that could cause
the actual results and the implementation of the Company’s plans to
vary materially, including the risks associated with the
initiation, cost, timing, progress, results and utility of the
Company’s current and future research and development activities
and preclinical studies and clinical trials. These risks are not
exhaustive. For a detailed discussion of the risk factors that
could affect the Company and the offering, please refer to the risk
factors identified in the Company’s SEC reports, including but not
limited to its Annual Report on Form 10-K for the year ended
December 31, 2023, and its prospectus supplement. Except as
required by law, the Company undertakes no obligation to update
publicly any forward-looking statements for any reason.
Contacts for Terns
InvestorsJustin Nginvestors@ternspharma.com
MediaJenna UrbanBerry & Company Public
Relationsmedia@ternspharma.com
Terns Pharmaceuticals (NASDAQ:TERN)
Historical Stock Chart
From Aug 2024 to Sep 2024
Terns Pharmaceuticals (NASDAQ:TERN)
Historical Stock Chart
From Sep 2023 to Sep 2024