On December 20, 2022 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), reported the pricing of its underwritten public offering of 10,350,000 shares of its common stock at a public offering price of $7.25 per share, before underwriting discounts and commissions (Press release, Terns Pharmaceuticals, DEC 23, 2022, View Source [SID1234625581]). The gross proceeds from the offering, before deducting underwriting discounts and commissions and other offering expenses payable by Terns, are expected to be approximately $75.0 million, excluding any exercise of the underwriters’ option to purchase additional shares. In addition, Terns has granted the underwriters a 30-day option to purchase up to an additional 1,552,500 shares of common stock at the public offering price, less underwriting discounts and commissions. The offering is expected to close on December 23, 2022, subject to customary closing conditions. All of the securities are being offered by Terns.

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Jefferies and Cowen are acting as lead book-running managers for the proposed offering. UBS Investment Bank is also acting as a bookrunner for the proposed offering. Mizuho and JMP Securities, a Citizens Company, are acting as co-lead managers for the proposed offering.

Terns intends to use the net proceeds from the proposed offering, together with its existing cash and cash equivalents, to advance its clinical-stage development pipeline, including the TERN-501, TERN-701 and TERN-601 clinical programs and 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 Jefferies LLC, Attention: Equity Syndicate Prospectus Department, 520 Madison Avenue, New York, NY 10022, by telephone at 877-821-7388 or by email at [email protected] or 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: [email protected].