On August 12, 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 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 (Press release, Terns Pharmaceuticals, AUG 12, 2022, View Source [SID1234618432]). 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.
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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: [email protected].
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.