Terns Announces Pricing of Upsized $650 Million Public Offering
Terns (Nasdaq: TERN) priced an upsized underwritten public offering of 16,250,000 common shares at $40.00 per share, for gross proceeds of approximately $650 million, before underwriting discounts, commissions and expenses.
Rhea-AI Summary
Terns (Nasdaq: TERN) priced an upsized underwritten public offering of 16,250,000 common shares at $40.00 per share, for gross proceeds of approximately $650 million, before underwriting discounts, commissions and expenses.
The company granted underwriters a 30‑day option to purchase up to an additional 2,437,500 shares at the public offering price. The offering is expected to close on December 11, 2025, subject to customary conditions. Net proceeds are intended to fund research, clinical trials, development and manufacturing of product candidates including TERN‑701, initial commercial launch preparations for TERN‑701, and general corporate purposes.
Positive
- $650M gross proceeds from the offering
- Issuance of 16,250,000 shares priced at $40.00 per share
- Proceeds earmarked to fund TERN‑701 development and launch activities
- Underwriters granted a 30‑day option for an additional 2,437,500 shares (15%)
Negative
- Issuance of 16,250,000 shares will cause shareholder dilution
- Underwriting discounts and offering expenses will reduce net proceeds
- Market overhang risk until expected close on December 11, 2025
Details
News Market Reaction – TERN
In the Dec 10 session, TERN gained 4.79%, reflecting a moderate positive market reaction.
Data tracked by StockTitan Argus on the day of publication.
Key Figures
- Shares offered
- 16,250,000 shares
- Common stock in upsized underwritten public offering
- Offering price
- $40.00 per share
- Public offering price before underwriting discounts
- Gross proceeds
- $650 million
- Expected before underwriting discounts and expenses
- Underwriters’ option
- 2,437,500 shares
- 30-day option to purchase additional common shares
- Expected close date
- December 11, 2025
- Expected closing of the offering, subject to conditions
- Cash & securities
- $295.6M
- Cash, cash equivalents and marketable securities at Sept 30, 2025
- Q3 2025 net loss
- $24.6M
- Quarter ended September 30, 2025
- TERN-701 MMR rate
- 64% by 24 weeks
- Phase 1 CARDINAL efficacy-evaluable patients as of Sept 13, 2025
Historical Context
-
Additional positive Phase 1 CARDINAL data for TERN-701 in R/R CML.
-
Announcement of presentation at Jefferies Global Healthcare Conference.
-
Q3 2025 results and positive TERN-701 update with solid cash runway.
-
Inducement stock option grants to new employees under Nasdaq rules.
-
Positive Phase 1 CARDINAL data for TERN-701 selected for ASH oral talk.
24h Move is the share-price change in the day after each event; other market factors may also have contributed.
Key Terms
underwritten public offering financial
prospectus supplement regulatory
Rule 10b5-1 regulatory
Schedule 13G regulatory
Orphan Drug Designation regulatory
Nasdaq Global Select Market regulatory
AI-generated analysis. How Rhea-AI works. Not financial advice.
FOSTER CITY, Calif., Dec. 09, 2025 (GLOBE NEWSWIRE) -- Terns Pharmaceuticals, Inc. (“Terns” or the “Company”) (Nasdaq: TERN), a clinical-stage oncology company, today announced the pricing of its upsized underwritten public offering of 16,250,000 shares of its common stock at a public offering price of
Jefferies, TD Cowen and Leerink Partners are acting as lead book-running managers for the proposed offering. Mizuho, Citizens Capital Markets and Oppenheimer & Co. are also acting as co-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 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.
A shelf registration statement on Form S-3 (File No. 333-292016) relating to the securities offered in the public offering was filed with the Securities and Exchange Commission (the “SEC”) on December 9, 2025 and automatically became effective on such date. 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, 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 the anticipated closing date of the proposed public offering and the Company’s anticipated use of proceeds of the proposed public 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 preliminary 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
AI-generated questions and answers. How Rhea-AI works. Not financial advice.