Terns Pharmaceuticals, Inc. (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), has announced that it has agreed to sell, by way of an underwritten offering, 12,250,000 shares of its common stock at a price of US$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 US$2.4199 per pre-funded warrant, for expected aggregate gross proceeds of approximately US$65 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 US$0.0001 per share exercise price of such pre-funded warrant. All of the securities are being offered by Terns.

Latham & Watkins LLP represents Terns Pharmaceuticals in the offering with a capital markets deal team led by Brian Cuneo and Erica Kassman, with AJ Blair. Advice was also provided on tax matters by Katharine Moir, with Gregory Conyers.