Every 8-K that Terns Pharmaceuticals, Inc. (TERN) has filed with the SEC in the last 24 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.
A 8-K covers material events a company has to report between its quarterly reports, so if you follow TERN and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full TERN filings page.
Terns Pharmaceuticals, Inc. has been acquired by Merck and taken private. Merck’s subsidiary completed a cash tender offer for all outstanding Terns common shares at $53.00 per share, then merged into Terns under a previously signed merger agreement.
At the offer’s expiration, stockholders had tendered 100,091,794 shares, representing about 86.36% of outstanding shares, satisfying the minimum tender condition. Terns is now a wholly owned Merck subsidiary, its Nasdaq listing is being removed, SEC registration will be terminated, and all prior directors and officers have been replaced by Merck designees. Outstanding stock options and RSUs were cancelled and cashed out where in the money at the $53.00 merger price.
Terns Pharmaceuticals reports that the FDA granted Breakthrough Therapy Designation to TERN-701, an oral allosteric BCR:ABL1 inhibitor for adult patients with Philadelphia chromosome-positive chronic myeloid leukemia in chronic phase without the T315I mutation who were previously treated with at least two tyrosine kinase inhibitors.
The designation is based on preliminary data from the ongoing Phase 1/2 CARDINAL trial, where TERN-701 showed promising activity with encouraging major and deep molecular responses by week 24 and mostly low-grade side effects, with few severe events or discontinuations.
Terns highlights that Breakthrough Therapy Designation is intended to speed development and review of therapies for serious conditions and notes that this milestone, together with a recent agreement for Merck to acquire Terns, may help advance TERN-701 toward pivotal studies, though all future outcomes remain subject to clinical and regulatory risk.
Terns Pharmaceuticals agreed to be acquired by Merck through a cash tender offer and follow‑on merger. Merck will offer $53.00 per share for all outstanding Terns common stock, implying an approximate equity value of $6.7 billion, or about $5.7 billion net of acquired cash. The price reflects a premium of 31% to Terns’ 60‑day and 42% to its 90‑day volume‑weighted average share prices as of March 24, 2026. Closing requires more than 50% of shares to be tendered, expiration or termination of the Hart‑Scott‑Rodino waiting period and absence of blocking legal orders. After the offer, a short‑form merger will make Terns a wholly owned Merck subsidiary and all remaining shares will receive the same cash price. In‑the‑money options, RSUs and certain pre‑funded warrants will be cashed out, while out‑of‑the‑money options will be cancelled. The agreement includes a $235 million termination fee payable by Terns in specified circumstances and a $270 million reverse termination fee payable by Merck if antitrust obstacles prevent closing. Merck expects to account for the deal as an asset acquisition, recording an estimated $5.8 billion charge, or about $2.35 per share, in Q2 2026 if it closes as planned.
Terns Pharmaceuticals, Inc. entered into an amendment to its existing exclusive option and license agreement with Hansoh on January 16, 2026. Under this amendment, Hansoh granted Terns an exclusive, royalty-bearing, sublicensable, perpetual worldwide license, excluding mainland China, Taiwan, Hong Kong and Macau, to certain patents invented by Hansoh related to TERN-701 for oncology use. This replaces Terns’ prior non-exclusive, non-sublicensable, royalty-free license held through its subsidiary CaspianTern, LLC.
In exchange, Terns will pay Hansoh a one-time upfront license fee of $1.0 million and tiered royalties ranging from 0.75% to 1.25% on annual net sales of TERN-701 products in its territory, when such sales are covered by a valid claim of the licensed patents, subject to specified reductions. The company plans to file the full amendment as an exhibit to a future Quarterly Report on Form 10-Q.
Terns Pharmaceuticals, Inc. filed a report describing a new press release that outlines the company’s 2026 priorities and program milestones, which are being discussed at the 44th Annual J.P. Morgan Healthcare Conference. The press release also includes an update on Terns’ unaudited cash, cash equivalents and marketable securities for the year ended December 31, 2025, giving investors a view of the company’s liquidity position. The press release is furnished as Exhibit 99.1 and is not deemed filed for liability purposes under the Securities Exchange Act.
Terns Pharmaceuticals (TERN) furnished a Form 8-K announcing its financial results for the quarter ended September 30, 2025. Detailed results are provided in a press release attached as Exhibit 99.1. The Item 2.02 information is being furnished and is not deemed filed under the Exchange Act.
Terns Pharmaceuticals (TERN) announced that updated Phase 1 CARDINAL trial data for TERN-701 in relapsed/refractory chronic myeloid leukemia has been selected for an oral presentation at the 67th ASH Annual Meeting on December 8, 2025.
The dose escalation phase completed in January 2025 with no dose-limiting toxicities observed up to 500 mg once daily. Dose expansion began in April 2025 with patients randomized to 320 mg or 500 mg once daily, with up to 40 patients per arm. As of June 30, 2025, 55 patients were enrolled. The company highlighted consistently high cumulative major molecular response (MMR) rates in difficult-to-treat subgroups and an encouraging safety profile in the abstract.
Terns Pharmaceuticals reported that it issued a press release announcing topline 12-week results from its Phase 2 trial of TERN-601, a novel, once-daily, oral GLP-1 receptor agonist being studied as a potential treatment for obesity.
The press release is furnished as Exhibit 99.1 and incorporated by reference. Terns’ common stock trades on the Nasdaq Global Select Market under the symbol TERN.