Terns Pharmaceuticals filings document the company’s clinical-stage oncology disclosures, capital structure, and completed transition from Nasdaq-listed issuer to Merck subsidiary. Recent Form 8-K reports cover TERN-701 regulatory updates, including FDA Breakthrough Therapy Designation for chronic myeloid leukemia, license and intellectual-property arrangements involving the program, operating results, and material definitive agreements.
The filing record also includes the acquisition-completion Form 8-K and Nasdaq Form 25 for removal of Terns common stock from listing and Section 12(b) registration. These documents record the treatment of TERN common stock, exchange registration status, governance and shareholder-related disclosures, financial statement exhibits, and other material-event reporting associated with the company’s public-company status.
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 filed Amendment No. 1 to its Schedule 14D-9 to supplement its prior Solicitation/Recommendation Statement regarding Merck’s proposed acquisition of Terns for $53.00 per share in cash. The amendment adds transaction committee background, prior Merck proposals of $61.00 and $50.00 per share, Centerview and Jefferies valuation work, management projections, litigation notifications including the Williams Complaint, receipt of shareholder demand letters, and confirmation that the HSR waiting period expired on April 23, 2026. The amendment states Terns’ view that the claims lack merit while voluntarily providing supplemental disclosure to avoid delay or expense.
The Board of Terns Pharmaceuticals, Inc. recommends that stockholders accept Merck’s all-cash tender offer to acquire all outstanding common shares for $53.00 per share, pursuant to the Merger Agreement dated March 24, 2026. The Offer is conditioned on specified closing conditions, including a majority tender (one more than 50% of outstanding shares), HSR clearance and absence of governmental restraints, and contemplates a subsequent merger under Section 251(h) of the DGCL.
The filing discloses share capital structure as of April 2, 2026, treatment of outstanding options and RSUs (cash-outs for in-the-money options and RSUs), termination of equity plans at closing, employee protections and potential transaction bonuses and severance arrangements.
Merck entities launched a cash tender offer to acquire all outstanding shares of Terns Pharmaceuticals. The offeror, Thailand Merger Sub, Inc., a wholly owned Merck subsidiary, is offering $53.00 per share in cash, pursuant to the Offer to Purchase dated April 7, 2026, and related Letter of Transmittal. The transaction is governed by an Agreement and Plan of Merger dated March 24, 2026, and the Offer is subject to the terms and conditions set forth in the Offer to Purchase.
Terns Pharmaceuticals Chief Medical Officer Emil Kuriakose reported a small tax-related stock sale. He sold 942 shares of common stock in an open-market transaction at a weighted average price of $52.7526 per share. After this sale, he directly holds 105,673 shares. According to the filing, the shares were sold solely to cover taxes from the vesting of a restricted stock unit award and did not represent a discretionary trade.
Terns Pharmaceuticals reported full-year 2025 results and highlighted a pending acquisition by Merck Sharp & Dohme LLC. Merck has agreed to launch a tender offer to buy all outstanding Terns shares at $53.00 per share in cash, followed by a merger that would take Terns private as a Merck subsidiary.
Terns remains a clinical-stage oncology company with no product revenue and a 2025 net loss of $96.2 million, compared with $88.9 million in 2024. Research and development expenses rose to $77.9 million and general and administrative costs were $32.2 million. Cash, cash equivalents and marketable securities totaled $1.02 billion at year-end, which the company believes is sufficient to fund planned operations into 2031.
The lead program is TERN-701, an oral allosteric BCR‑ABL1 inhibitor for chronic myeloid leukemia. Phase 1/2 CARDINAL trial data showed high major molecular response rates in heavily pretreated patients, including those previously treated with asciminib. Terns plans pivotal development and multiple Phase 3 trials if it remains standalone, while also navigating closing conditions, termination fees and other risks tied to the Merck transaction.
Terns Pharmaceuticals Inc Schedule 13G/A amendment shows no beneficial ownership by The Vanguard Group following an internal realignment. The filing states Amount beneficially owned: 0 and Percent of class: 0%.
The amendment explains that on January 12, 2026 certain Vanguard subsidiaries will report holdings separately in reliance on SEC Release No. 34-39538; the filing is signed by Ashley Grim on March 27, 2026.
Merck subsidiary disclosed preliminary communications about a planned tender offer to acquire all outstanding shares of Terns Pharmaceuticals. The action is undertaken pursuant to an Agreement and Plan of Merger dated March 24, 2025. The tender offer has not commenced; Merck and its purchaser will file a Schedule TO and Terns will file a Schedule 14D-9 when the offer is launched. The statement reiterates that the document is informational only and includes a standard cautionary statement on forward-looking statements, listing clinical, regulatory, financing and shareholder‑vote risks.
Merck (through Thailand Merger Sub, Inc., a wholly owned subsidiary of Merck Sharp & Dohme LLC) disclosed preliminary communications about a planned tender offer to acquire all outstanding shares of Terns Pharmaceuticals, Inc. under an Agreement and Plan of Merger dated March 24, 2025.
The tender offer has not commenced; when launched, Merck and the purchaser will file a Schedule TO and Terns will file a Schedule 14D-9. The filing reiterates customary forward-looking caution about completion risks, regulatory and clinical uncertainties, and the potential for competing proposals.