{"schema_version":"secwatch.filing_event.v1","accession":"0000950170-23-022264","form_type":"8-K","ticker":"TERN","cik":"0001831363","company_name":"Terns Pharmaceuticals, Inc.","filed_at":"2023-05-15T23:59:59+00:00","discovered_at":"2026-05-14T18:03:40.976996+00:00","generated_at":"2026-06-15T01:32:52.957357+00:00","sec_items":["1.01","9.01"],"event_type":"other_material","sentiment":"neutral","materiality_score":0.5,"calibrated_materiality_score":0.5,"confidence":"high","headline":"Terns Pharmaceuticals enters $150M ATM equity offering with Cowen","bullets":["Up to $150M of common stock may be sold at-the-market through sales agent Cowen.","Cowen receives up to 3.0% of gross proceeds from shares sold under the agreement.","Sales may be made on Nasdaq or as principal; either party can suspend the offering.","Shares offered under existing shelf registration statement on Form S-3 effective Feb 10, 2023.","Legal opinion from Wilmer Cutler Pickering Hale and Dorr LLP included as exhibit."],"urls":{"canonical":"https://secwatch.observer/filing/0000950170-23-022264","json":"https://secwatch.observer/filing/0000950170-23-022264.json","markdown":"https://secwatch.observer/filing/0000950170-23-022264.md","text":"https://secwatch.observer/filing/0000950170-23-022264.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/1831363/000095017023022264/0000950170-23-022264-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1831363/000095017023022264/tern-20230515.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-06-15T01:32:52.957357+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"7789799a969c08d0e1eb02c24ce79fb36df479b1","claim":"Terns Pharmaceuticals, Inc. entered into May 2023 Sales Agreement with Cowen and Company, LLC valued at up to $150,000,000 (effective 2023-05-15).","evidence_excerpt":"On May 15, 2023, Terns Pharmaceuticals, Inc. (the “Company”) entered into a Sales Agreement (the “May 2023 Sales Agreement”), with Cowen and Company, LLC (“Cowen”), as sales agent, pursuant to which the Company may offer and sell shares of its common stock, $0.0001 par value per share (“Common Stock”), having an aggregate offering price of up to $150,000,000 (the “Shares”) from time to time through Cowen.","evidence_source":"SEC 8-K Item 1.01/1.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1831363/000095017023022264/0000950170-23-022264-index.htm","confidence":0.9,"family_label":"Material Agreements","details":[{"label":"Action","value":"entry"},{"label":"Agreement","value":"atm program"},{"label":"Counterparty","value":"Cowen and Company, LLC"},{"label":"Value","value":"up to $150,000,000"},{"label":"Effective","value":"2023-05-15"}],"fact_type":"material_agreement"}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}