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Terns Announces Closing of Public Offering of Common Stock, Including Full Exercise of Underwriters' Option to Purchase Additional Shares

1. Terns closed a public offering of 18.7 million shares at $40 each. 2. Gross proceeds total $747.5 million for funding research and trials. 3. Focus on TERN-701, a competitive treatment for CML, using proceeds. 4. Offering registered under Form S-3, effective as of December 9, 2025. 5. Investment banks managed the offering, indicating strong market confidence.

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FAQ

Why Bullish?

The successful offering raises significant capital, supporting TERN's development efforts. Historical data shows similar offerings often lead to short-term price increases, especially with promising products like TERN-701.

How important is it?

The outcome of this offering directly influences TERN's funding capability and future stock price, with clear strategic implications. Investors respond positively to capital increases for research and product launches.

Why Short Term?

The immediate influx of cash is likely to positively affect TERN's stock price as it supports product development. Similar past instances saw stocks rising within weeks following funding announcements.

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Terns Pharmaceuticals Closes Public Offering of Common Stock

FOSTER CITY, Calif., December 11, 2025 (GLOBE NEWSWIRE) — Terns Pharmaceuticals, Inc. (“Terns” or the “Company”) (Nasdaq: TERN), a clinical-stage oncology company, has successfully closed its previously announced public offering of common stock. The offering consisted of 18,687,500 shares, which includes 2,437,500 shares sold upon the full exercise of the underwriters' option to purchase additional shares. Each share was priced at $40.00, bringing the gross proceeds to approximately $747.5 million before deducting underwriting discounts and commissions.

Details of the Offering

The entire offering was made possible by Terns Pharmaceuticals, with Jefferies, TD Cowen, and Leerink Partners serving as the lead book-running managers. Mizuho, Citizens Capital Markets, and Oppenheimer & Co. acted as co-managers for this significant offering.

Terns plans to allocate the net proceeds from the offering for various purposes, including:

  • Funding research and clinical trials
  • Development and manufacturing of key product candidates, particularly TERN-701
  • Initial activities in preparation for the potential commercial launch of TERN-701
  • General corporate purposes and working capital

Legal Framework of the Offering

The public offering was executed under a shelf registration statement on Form S-3 (File No. 333-292016) filed with the Securities and Exchange Commission (SEC) on December 9, 2025. This registration statement automatically became effective on the same date, ensuring compliance with regulatory requirements.

Investors seeking further details regarding the offering can access the related prospectus and prospectus supplement filed with the SEC through their official website at www.sec.gov.

About Terns Pharmaceuticals

Terns Pharmaceuticals is at the forefront of oncological research, committed to delivering impactful medicines. The Company’s flagship program, TERN-701, is a highly selective allosteric BCR-ABL inhibitor positioned to potentially improve upon existing treatments for Chronic Myeloid Leukemia (CML), offering enhanced efficacy, safety, and convenience.

Cautionary Note Regarding Forward-Looking Statements

This announcement contains forward-looking statements regarding Terns Pharmaceuticals and its future plans, including the intended use of proceeds from the offering and the anticipated clinical benefits of TERN-701. Such statements may involve risks and uncertainties that could lead to actual results differing materially. Stakeholders are advised not to rely solely on these forward-looking statements as predictors of future outcomes.

Contact Information

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