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

Terns Pharmaceuticals, Inc. (“Terns” or the “Company”) (Nasdaq: TERN), a clinical-stage biopharmaceutical company developing a portfolio of small-molecule product candidates to address serious diseases, including oncology and obesity, today announced the closing of its previously announced underwritten public offering of 14,064,048 shares of its common stock, including 2,145,000 shares sold pursuant to the underwriters’ exercise in full of their option to purchase additional shares, at a public offering price of $10.50 per share, and, in lieu of common stock to certain investors, pre-funded warrants to purchase 2,380,952 shares of its common stock, at a public offering price of $10.4999 per pre-funded warrant, in each case before underwriting discounts and commissions. The gross proceeds from the offering, before deducting underwriting discounts and commissions and other offering expenses payable by Terns, are approximately $172.7 million. All of the securities were offered by Terns.

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

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

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

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 those related to the use of proceeds of the 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 [e-mail]

MediaJenna UrbanBerry & Company Public [e-mail]