Terns Announces Proposed Public Offering

Rhea-AI Summary

Terns Pharmaceuticals (Nasdaq: TERN) announced a proposed underwritten public offering of $400 million of common stock and, for certain investors, pre-funded warrants, with a 30-day underwriter option to purchase up to an additional $60 million.

The securities will be offered pursuant to an S-3 shelf registration that became effective on December 9, 2025. Jefferies, TD Cowen and Leerink Partners lead the offering, with Mizuho, Citizens Capital Markets and Oppenheimer & Co. as co-managers.

Terns intends to use net proceeds to fund research, clinical trials, development and manufacturing of key candidates including TERN-701, initial activities for potential commercial launch of TERN-701, and for working capital and general corporate purposes. The offering is subject to market conditions and may not be completed as announced.

Positive

• $400M proposed capital raise
• Proceeds earmarked for TERN-701 development and launch preparation
• S-3 shelf registration effective Dec 9, 2025

Negative

• Proposed offering could dilute existing shareholders
• Underwriters' $60M 30-day option may increase dilution

Key Figures

Base offering size $400 million Proposed underwritten public offering of common stock and pre-funded warrants

Underwriters’ option $60 million 30-day option to purchase additional common shares

Option period 30 days Underwriters’ option to buy additional shares

Price change 37.02% Price change over prior 24 hours before this news

Current price $40.23 Trading level prior to offering announcement

52-week range $1.865–$45 Price vs. 52-week low and high before the offering

Volume multiple 3.27x Today’s volume vs. 20-day average before the news

Use of proceeds TERN-701 & corporate Funding R&D, trials, launch prep, working capital

Market Reality Check

$40.23 Last Close

Volume Volume 13,498,003 is 3.27x the 20-day average of 4,126,000, indicating elevated trading interest before the offering. high

Technical Price at $40.23 is trading well above the 200-day MA of $7.46 and within 10.6% of the 52-week high $45.

Peers on Argus

TERN gained 37.02% while close biotech peers showed mixed moves (e.g., RIGL -9.34%, BCAX +2.25%, SEPN -4.35%), pointing to a stock-specific reaction rather than a broad sector trend.

Historical Context

Date	Event	Sentiment	Move	Catalyst
Nov 14	Conference participation	Positive	+13.3%	Jefferies Global Healthcare Conference presentation announced with webcast access details.
Nov 10	Earnings & updates	Positive	+3.5%	Q3 results with strong cash, runway into 2028 and encouraging TERN-701 data.
Nov 04	Inducement grants	Neutral	+4.4%	Equity options granted to new employees under inducement plan and Nasdaq rule.
Nov 03	Clinical data update	Positive	+69.8%	Positive Phase 1 CARDINAL data for TERN-701 selected for ASH oral presentation.
Oct 21	Clinical trial results	Negative	-5.8%	Phase 2 TERN-601 obesity trial failed to meet differentiation threshold; program halted.

Pattern Detected

Price has reacted strongly and directionally in line with news: rising on positive clinical/corporate updates and falling on negative pipeline outcomes.

Recent Company History

Over the last few months, Terns has reported several catalysts. Positive Phase 1 CARDINAL data for TERN-701 in CML on Nov 3 drove a 69.85% move, while negative Phase 2 results for obesity drug TERN-601 on Oct 21 saw a -5.8% reaction and a stated shift away from metabolic assets. Earnings on Nov 10 highlighted a $295.6M cash position and runway into 2028. Conference participation and inducement grants in early November also coincided with smaller positive moves.

Market Pulse Summary

The stock is down -5.5% following this news. A negative reaction despite recent strength would fit a pattern where material capital-raising or pipeline setbacks have driven sharp moves, such as the -5.8% response to adverse TERN-601 data. This proposed $400 million offering, with an additional $60 million option, could raise dilution concerns that pressure the stock after a substantial run from a $1.865 52-week low. Historical volatility around clinical and corporate milestones suggests that post-news reversals have occurred before.

Key Terms

underwritten public offering financial

"it has commenced a proposed underwritten public offering of $400 million of 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.

pre-funded warrants financial

"in lieu of common stock to certain investors, pre-funded warrants to purchase shares"

Pre-funded warrants are financial instruments that give investors the right to purchase a company's stock at a set price, but with most or all of the purchase price paid upfront. They function like a coupon or gift card for stock, allowing investors to buy shares later at a fixed price, which can be beneficial if they want to avoid future price increases. This makes them important for investors seeking flexibility and certainty in their investment plans.

shelf registration statement regulatory

"A shelf registration statement on Form S-3 relating to the securities offered"

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

"A shelf registration statement on Form S-3 relating to the securities offered"

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

"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.

registration statement regulatory

"that form a part of the registration statement. A preliminary prospectus supplement"

A registration statement is a formal document that companies file with a government agency to offer new shares of stock to the public. It provides essential information about the company's finances, operations, and risks, helping investors make informed decisions. Think of it as a detailed product description that ensures transparency and trust before buying into a company.

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 that it has commenced a proposed underwritten public offering of $400 million of shares of its common stock and, in lieu of common stock to certain investors, pre-funded warrants to purchase shares of its common stock. In addition, Terns expects to grant the underwriters a 30-day option to purchase up to an additional $60 million of shares of common stock offered in the public offering at the public offering price, less underwriting discounts and commissions. All of the shares and pre-funded warrants to be sold in the offering will be offered by Terns. The offering is subject to market and other conditions, and there can be no assurance as to whether or when the offering may be completed, or as to the actual size or terms of the offering.

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 relating to the securities offered in the underwritten 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 will be filed with the SEC and will be available on the SEC’s website located at www.sec.gov. Copies of the preliminary 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. 6132, or by email at syndicate@svbleerink.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 size, structure and completion of the proposed offering, the grant to the underwriters of an option to purchase additional shares of common stock, 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

What size offering did Terns (TERN) announce on December 9, 2025?

Terns announced a proposed underwritten offering of $400 million of common stock plus a 30-day underwriter option for up to an additional $60 million.

How does Terns (TERN) plan to use proceeds from the December 9, 2025 offering?

Terns intends to use net proceeds to fund research, clinical trials, development and manufacturing of key candidates including TERN-701, initial launch activities, and for working capital and general corporate purposes.

Will the December 9, 2025 offering for Terns (TERN) definitely proceed?

No; the offering is subject to market and other conditions and there is no assurance it will be completed as announced.

Who are the lead managers for Terns' (TERN) proposed December 9, 2025 offering?

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

Does the offering filing for Terns (TERN) have an effective registration?

Yes; a shelf registration statement on Form S-3 relating to the securities was filed and automatically became effective on December 9, 2025.