Terns Pharmaceuticals has announced the pricing of its upsized underwritten public offering of 16,250,000 shares of its common stock at a public offering price of USD 40 per share, before underwriting discounts and commissions. The gross proceeds from the offering, before deducting underwriting discounts and commissions and other offering expenses payable by Terns, are expected to be USD 650 million, excluding any exercise of the underwriters’ option to purchase additional shares.

Terns has granted the underwriters a 30-day option to purchase up to an additional 2,437,500 shares of common stock at the public offering price, less underwriting discounts and commissions. The offering is expected to close on December 11, 2025, subject to customary closing conditions. All of the securities are being offered by Terns.

The company intends to use the net proceeds from the proposed offering to fund research, clinical trials, development and manufacturing of key product candidates, including TERN-701, initial activities in preparation for the potential future commercial launch of TERN-701 and for working capital and general corporate purposes.