Terns Announces Pricing of Upsized $650 Million Public Offering

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

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

Market Reality Check

$42.57 Last Close

Volume Volume 7,970,843 is about 80% above the 20-day average of 4,421,423, showing elevated trading ahead of the offering. high

Technical Shares at $42.57 are trading well above the 200-day MA of $7.66, near the 52-week high of $45.18.

Peers on Argus

TERN rose 5.82% while key biotech peers like RIGL, BCAX, IMTX, SEPN and NRIX showed declines, indicating a company-specific move rather than a sector-wide trend.

Historical Context

Date	Event	Sentiment	Move	Catalyst
Dec 08	Clinical data update	Positive	+37.0%	Additional positive Phase 1 CARDINAL data for TERN-701 in R/R CML.
Nov 14	Conference participation	Neutral	+13.3%	Announcement of presentation at Jefferies Global Healthcare Conference.
Nov 10	Earnings and pipeline	Positive	+3.5%	Q3 2025 results and positive TERN-701 update with solid cash runway.
Nov 04	Equity compensation	Neutral	+4.4%	Inducement stock option grants to new employees under Nasdaq rules.
Nov 03	Clinical data update	Positive	+69.8%	Positive Phase 1 CARDINAL data for TERN-701 selected for ASH oral talk.

Pattern Detected

Recent TERN news, especially around TERN-701, has often coincided with strong positive price reactions, suggesting high sensitivity to clinical and corporate catalysts.

Recent Company History

Over the last few months, Terns has reported multiple positive updates on TERN-701, including strong Phase 1 CARDINAL response rates and an oral presentation at ASH 2025, which were followed by large gains of 37.02% and 69.85%. Corporate events such as conference participation, Q3 results with $295.6M in cash and securities, and inducement grants also saw positive reactions. Today’s public offering follows a period of strong data-driven appreciation, adding a capital-raising step to the recent clinical and corporate momentum.

Market Pulse Summary

This announcement details a sizeable equity financing, with Terns pricing 16,250,000 shares at $40.00 for expected gross proceeds of $650 million. The company plans to deploy funds toward research, clinical trials, and potential launch preparations for TERN-701, building on earlier positive Phase 1 data. Investors may watch closing of the deal on December 11, 2025, subsequent capital deployment, and how additional shares interact with recent volatility and insider trading disclosures.

Key Terms

underwritten public offering financial

"announced the pricing of its upsized underwritten public offering of 16,250,000 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.

prospectus supplement regulatory

"The offering will be made only by means of a prospectus supplement and accompanying prospectus"

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.

Rule 10b5-1 regulatory

"executed pursuant to a Rule 10b5-1 trading plan adopted on March 18, 2024"

Rule 10b5-1 is a regulation that allows company insiders to buy or sell their shares at predetermined times, even if they have access to non-public information. It acts like setting a schedule in advance for transactions, helping prevent accusations of unfair trading. This rule provides a way for insiders to plan trades transparently, giving investors confidence that these transactions are not based on hidden information.

Schedule 13G regulatory

"filing on Schedule 13G lists Commodore Capital LP (Delaware)"

A Schedule 13G is a formal document that investors file with the government when they acquire a large ownership stake in a company, usually for investment purposes rather than control. It helps keep the public informed about who owns significant parts of a company's shares, which can influence how the company is managed and how investors make decisions. Filing this schedule is important for transparency and understanding the ownership landscape of publicly traded companies.

Orphan Drug Designation regulatory

"The FDA granted Orphan Drug Designation in March 2024"

Orphan drug designation is a special status given to medicines developed to treat rare diseases affecting only a small number of people. This status often provides benefits like faster approval processes and financial incentives, making it more attractive for companies to develop these drugs. For investors, it signals potential for exclusive market rights and reduced competition, which can impact the drug’s profitability.

AI-generated analysis. 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 $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 expected to be $650 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 2,437,500 shares of common stock at the public offering price, less underwriting discounts and commissions. The offering is expected to close on December 11, 2025, subject to customary closing conditions. All of the securities are being offered by Terns.

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

How many shares did Terns (TERN) price in the upsized offering on December 10, 2025?

Terns priced 16,250,000 common shares at $40.00 per share.

What are the expected gross proceeds from Terns' December 2025 offering (TERN)?

The offering is expected to generate approximately $650 million in gross proceeds before fees and expenses.

Will Terns (TERN) allow the underwriters to buy more shares in the offering?

Yes. Underwriters have a 30‑day option to purchase up to 2,437,500 additional shares at the offering price.

When is the Terns (TERN) offering expected to close?

The offering is expected to close on December 11, 2025, subject to customary closing conditions.

How does Terns (TERN) intend to use the net proceeds from the offering?

Proceeds are intended to fund research, clinical trials, development and manufacturing of candidates including TERN‑701, initial launch activities for TERN‑701, and general corporate purposes.

Who are the lead managers for Terns' (TERN) public offering?

Jefferies, TD Cowen and Leerink Partners are acting as lead book‑running managers; Mizuho, Citizens Capital Markets and Oppenheimer & Co. are co‑managers.