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, Inc. is offering 16,250,000 shares of common stock at $40.00 per share, for gross proceeds of $650,000,000 and estimated net proceeds of about $613.6 million.
The company also granted underwriters a 30-day option to buy up to 2,437,500 additional shares. As of September 30, 2025, 87,511,470 shares were outstanding, and Terns held $295.6 million of cash, cash equivalents and marketable securities. The new funds will be used to support research, clinical trials, development and manufacturing of key product candidates, including lead CML therapy TERN-701, initial activities for a potential future commercial launch of TERN-701, and for working capital and general corporate purposes. Based on current plans, Terns expects its cash, including this raise, to cover operating and capital needs at least into 2031.
Terns Pharmaceuticals reported Q3 results for the period ended September 30, 2025. Net loss was $24.6 million (vs. $21.9 million a year ago) as research and development rose to $19.9 million and general and administrative was $7.8 million. Interest income was $3.1 million.
Liquidity remained strong with cash and cash equivalents of $150.7 million and marketable securities of $144.9 million. Total current assets were $300.3 million. Stockholders’ equity was $284.1 million. For the first nine months, net cash used in operating activities was $63.1 million.
Pipeline updates highlight oncology focus. In the Phase 1 CARDINAL trial of TERN‑701 for CML, as of a June 30, 2025 cutoff, the overall major molecular response rate was 75% (24/32) by 24 weeks, with an encouraging safety profile and no dose‑limiting toxicities in dose escalation. The FDA granted Orphan Drug Designation in March 2024. In October 2025, Terns announced it will not advance TERN‑601 for obesity after Phase 2 results showed a maximum placebo‑adjusted weight loss of 4.6% and liver enzyme elevations in some participants.
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) reported a Form 4 for director Jill M. Quigley detailing a same‑day option exercise and sale on 11/04/2025 under a Rule 10b5-1 trading plan.
She exercised 24,520 stock options at an exercise price of $9.24 (code M) and sold 24,520 shares of common stock at $18 (code S). Following these transactions, her directly held common stock position was 0 shares, and she reported 3,955 derivative securities (options) beneficially owned after the transactions.
The option grant vested over three years from a vesting commencement date of December 29, 2020, and carried an expiration date of 12/29/2030. The filing states the transactions were executed pursuant to a Rule 10b5‑1 trading plan adopted on March 18, 2024.
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.
Commodore Capital entities and two individuals report beneficial ownership of 4,650,000 shares of Terns Pharmaceuticals, Inc. common stock, representing 5.3% of the 87,511,048 shares outstanding used as the denominator. The filing on Schedule 13G lists Commodore Capital LP (Delaware), Commodore Capital Master LP (Cayman Islands), and principals Robert Egen Atkinson and Michael Kramarz as filers. The Firm is the investment manager to Commodore Master and the two individuals are managing partners exercising investment discretion. The filing includes a certification that the shares were not acquired to change or influence control of the issuer.
Deep Track Capital, Deep Track Biotechnology Master Fund and David Kroin filed an amendment to Schedule 13G reporting beneficial ownership of 7,495,000 shares of Terns Pharmaceuticals common stock, representing 8.58% of the outstanding shares. The filing states the position is held with shared voting and shared dispositive power and that there is no sole voting or dispositive power. The ownership calculation references 87,337,801 shares outstanding as of May 2, 2025. The filing includes a certification that the shares were not acquired to change or influence control.