Terns Announces Closing of Public Offering of Common Stock, Including Full Exercise of Underwriters’ Option to Purchase Additional Shares

Rhea-AI Summary

Terns Pharmaceuticals (Nasdaq: TERN) closed an underwritten public offering on December 11, 2025 of 18,687,500 common shares at $40.00 per share, including 2,437,500 shares sold on exercise of the underwriters' option.

The gross proceeds before underwriting discounts, commissions and expenses were $747.5 million. The company said it will use net proceeds to fund research, clinical trials, development and manufacturing of product candidates including TERN-701, activities preparing for a potential commercial launch of TERN-701, and for working capital and general corporate purposes.

Positive

• Gross proceeds of $747.5 million
• Sold 18,687,500 shares including 2,437,500 option shares
• Proceeds earmarked for TERN-701 development and manufacturing

Negative

• Issued 18,687,500 new shares, which is potentially dilutive
• Underwriting discounts and offering expenses will reduce net proceeds

Key Figures

Shares offered 18,687,500 shares Total common stock in this underwritten public offering

Overallotment shares 2,437,500 shares Underwriters’ option to purchase additional shares, exercised in full

Offering price $40.00 per share Public offering price before underwriting discounts and commissions

Gross proceeds $747.5 million Gross proceeds before underwriting discounts and offering expenses

Form S-3 file number File No. 333-292016 Shelf registration statement referenced for this offering

Market Reality Check

$45.00 Last Close

Volume Volume 11,391,814 is 2.35x the 20-day average of 4,840,622, signaling elevated trading interest ahead of this offering close. high

Technical Price at $44.61 sits 7.56% below the $48.26 52-week high and well above the $7.86 200-day MA, reflecting a strong pre-existing uptrend into the deal.

Peers on Argus

TERN gained 4.79% while close peers showed mixed moves (e.g., BCAX +2.14%, RIGL -3.03%, NRIX -2.29%). With no peers in the momentum scanner and only one peer headline today, the strength appears company-specific rather than a broad biotechnology move.

Historical Context

Date	Event	Sentiment	Move	Catalyst
Dec 09	Equity offering pricing	Negative	+5.8%	Upsized public offering priced at $40.00 per share for ~$650M gross.
Dec 09	Equity offering proposed	Negative	+5.8%	Proposed $400M common stock and pre-funded warrant offering with option.
Dec 08	Clinical data update	Positive	+37.0%	Phase 1 CARDINAL data for TERN-701 showed strong MMR and DMR rates.
Nov 14	Conference participation	Neutral	+13.3%	Participation announcement for Jefferies Global Healthcare Conference in London.
Nov 10	Earnings and update	Positive	+3.5%	Q3 2025 results with cash position and encouraging TERN-701 data preview.

Pattern Detected

Across recent events, including two prior offering announcements, TERN has tended to trade higher on news, with positive reactions to clinical, earnings, conference, and financing updates all aligning in direction.

Recent Company History

This announcement closes a substantial equity raise following a sequence of positive catalysts. On Dec 9, 2025, Terns announced and then priced an upsized offering, both tagged as “offering,” each with a 5.82% positive price reaction. Just before that, on Dec 8, 2025, updated Phase 1 CARDINAL data for TERN‑701 drove a 37.02% move. A Jefferies conference update and Q3 2025 results on Nov 14 and Nov 10 also saw positive reactions, situating today’s offering close within a broader period of strong news flow.

Market Pulse Summary

The stock moved +5.6% in the session following this news. A strong positive reaction aligns with how TERN previously traded around its Dec 9, 2025 offering headlines, which saw average moves of 5.82%. The market had already rewarded the underlying TERN‑701 data, and closing the financing locked in $747.5M in gross proceeds. Investors would need to weigh the dilution impact from 18,687,500 new shares against the expanded funding for oncology programs.

Key Terms

underwritten public offering financial

"announced the closing of its previously announced underwritten public offering of 18,687,500 shares"

An underwritten public offering is when a company sells new shares of its stock to the public with the help of a financial firm, called an underwriter. The underwriter agrees to buy all the shares upfront, reducing the company's risk, and then sells them to investors. This process helps companies raise money quickly and confidently from a wide range of buyers.

shelf registration statement regulatory

"The public offering was made pursuant to a shelf registration statement on Form S-3"

A shelf registration statement is a document a company files with regulators that allows it to sell shares or bonds quickly when it’s a good time to raise money. It’s like having a pre-approved plan ready so the company can act fast without going through lengthy paperwork each time they want to sell, making fundraising more flexible.

form s-3 regulatory

"shelf registration statement on Form S-3 (File No. 333-292016)"

Form S-3 is a legal document companies use to register their stock sales with the government, making it easier and faster for them to raise money by selling shares to investors. It’s like having a pre-approved shopping list that lets a company quickly sell new shares when they need funds, without going through a lengthy approval process each time.

prospectus supplement regulatory

"A prospectus supplement and accompanying prospectus relating to the offering were filed"

A prospectus supplement is an additional document provided alongside a company's main offering details, offering updated or extra information about a specific financial product being sold. It helps investors understand the latest terms, risks, and details of the investment, similar to how an update or revision clarifies or expands on original instructions, ensuring they have current and complete information before making a decision.

Securities and Exchange Commission regulatory

"that was filed with the Securities and Exchange Commission (the “SEC”)"

A national government agency that enforces rules for buying, selling and disclosing information about stocks and other investments, acting like a referee and scorekeeper for financial markets. It requires companies to share clear, regular financial and business information and investigates fraud or rule-breaking, which matters to investors because those rules and disclosures help ensure fair prices, reduce hidden risks and make it easier to compare investment choices.

AI-generated analysis. Not financial advice.

FOSTER CITY, Calif., Dec. 11, 2025 (GLOBE NEWSWIRE) -- Terns Pharmaceuticals, Inc. (“Terns” or the “Company”) (Nasdaq: TERN), a clinical-stage oncology company, today announced the closing of its previously announced underwritten public offering of 18,687,500 shares of its common stock, including 2,437,500 shares sold pursuant to the underwriters’ exercise in full of their option to purchase additional shares, at a public offering price of $40.00 per share, 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 $747.5 million. All of the securities were offered by Terns.

Jefferies, TD Cowen and Leerink Partners acted as lead book-running managers for the offering. Mizuho, Citizens Capital Markets and Oppenheimer & Co. acted as co-managers for the offering.

Terns intends to use the net proceeds from the offering to fund research, clinical trials, development and manufacturing of key product candidates, including TERN-701, initial activities in preparation for the potential future commercial launch of TERN-701 and for working capital and general corporate purposes. The public offering was made pursuant to a shelf registration statement on Form S-3 (File No. 333-292016) that was filed with the Securities and Exchange Commission (the “SEC”) on December 9, 2025 and automatically became effective on such date. A prospectus supplement and accompanying prospectus relating to the offering were filed with the SEC and are 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 prospectus_department@jefferies.com, TD Securities (USA) LLC, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717 or by email at TDManualrequest@broadridge.com, or Leerink Partners LLC, Attention: Syndicate Department, 53 State Street, 40th Floor, Boston, MA 02109, by telephone at 1-800-808-7525 ex. 6105, or by email at syndicate@leerink.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 is a clinical-stage oncology company reimagining known biology to deliver high impact medicines. Our lead program TERN-701 is a highly selective, allosteric BCR-ABL inhibitor with a potentially best-in-disease profile that could meaningfully improve upon the efficacy, safety and convenience of existing treatments for CML.

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 and the potential clinical profile and relative benefits of TERN-701. 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, 2024, subsequent Quarterly Reports on Form 10-Q 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

Investors
Justin Ng
investors@ternspharma.com

Media
Jenna Urban
CG Life
media@ternspharma.com

FAQ

How many shares did Terns (TERN) sell in the December 11, 2025 offering?

Terns sold 18,687,500 common shares, including 2,437,500 option shares.

What price per share did Terns (TERN) receive in the offering on December 11, 2025?

The public offering price was $40.00 per share before underwriting discounts and commissions.

How much gross capital did Terns (TERN) raise in the December 11, 2025 offering?

The gross proceeds from the offering were $747.5 million before deductions.

What will Terns (TERN) use the net proceeds for after the December 11, 2025 offering?

Net proceeds are intended to fund research, clinical trials, development and manufacturing of candidates including TERN-701, launch preparation, and general corporate purposes.

Which banks led the Terns (TERN) December 11, 2025 offering?

Jefferies, TD Cowen and Leerink Partners acted as lead book-running managers.