Terns Pharmaceuticals, Inc. (“Terns” or the “Company”) (Nasdaq:
TERN), a clinical-stage biopharmaceutical company developing a
portfolio of small-molecule product candidates to address serious
diseases, including oncology, obesity and non-alcoholic
steatohepatitis (NASH), today announced that it has agreed to sell,
by way of an underwritten public offering, 12,250,000 shares of its
common stock at a price of $2.42 per share and, to certain
investors in lieu of common stock, pre-funded warrants to purchase
14,630,000 shares of common stock at a price of $2.4199 per
pre-funded warrant, for expected aggregate gross proceeds of
approximately $65.0 million, before deducting underwriting
discounts and commissions and other offering expenses. The purchase
price per share of each pre-funded warrant represents the per share
public offering price for the common stock, minus the $0.0001 per
share exercise price of such pre-funded warrant. The offering is
expected to close on August 16, 2022, subject to customary closing
conditions. All of the securities are being offered by Terns.
The offering was oversubscribed and led by new investors
Fairmount and Venrock Healthcare Capital Partners and included
participation from existing top-tier healthcare investors.
Cowen and Company, LLC is acting as lead book-running manager
for the offering. UBS Securities LLC is also acting as a bookrunner
for the offering.
Terns intends to use the net proceeds from the offering,
together with existing cash and cash equivalents, as follows: (1)
to initiate and complete one or more clinical studies in the United
States and/or Europe to assess TERN-701 and advance the product
candidate into Phase 2 clinical development in chronic myeloid
leukemia; (2) to advance the clinical development of TERN-601 in
obesity through the completion of Phase 2-enabling studies and
initiate a Phase 2 clinical trial of TERN-601 in obesity; (3) to
complete the ongoing Phase 2a DUET trial of TERN-501 as monotherapy
and in combination with TERN-101 in NASH patients; and (4) for
working capital and general corporate purposes.
The public offering is being made pursuant to a registration
statement on Form S-3 previously filed with the Securities and
Exchange Commission (“SEC”), which became effective on March 14,
2022. A 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 prospectus
supplement and accompanying prospectus relating to this offering,
when available, may be obtained from Cowen and Company, LLC, c/o
Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood,
New York 11717, by telephone at 1-833-297-2926 or by e-mail:
PostSaleManualRequests@broadridge.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, Inc. is a clinical-stage
biopharmaceutical company developing a portfolio of small-molecule
product candidates to address serious diseases, including oncology,
obesity and NASH. Terns’ pipeline includes four clinical stage
development programs including an allosteric BCR-ABL inhibitor, a
THR-β agonist, an FXR agonist, a VAP-1 inhibitor, and a preclinical
small-molecule GLP-1 receptor agonist program.
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 completion of the public offering. 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. In particular, the impact of the COVID-19 pandemic on the
Company’s ability to progress with its research, development,
manufacturing and regulatory efforts, including the Company’s
clinical trials for its product candidates, will depend on future
developments that are highly uncertain and cannot be predicted with
confidence at this time, such as the ultimate duration of the
pandemic, travel restrictions, quarantines, social distancing and
business closure requirements in the United States and in other
countries, and the effectiveness of actions taken globally to
contain and treat the disease. 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,
2021 and its Quarterly Report on Form 10-Q for the periods ended
March 31, 2022 and June 30, 2022, and its 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
Nginvestors@ternspharma.com
MediaJenna UrbanBerry & Company Public
Relationsmedia@ternspharma.com
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