---
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"
generated_at: "2026-06-15T01:32:52.957357+00:00"
event_type: "other_material"
sentiment: "neutral"
materiality_score: 0.5
calibrated_materiality_score: 0.5
confidence: "high"
source: SEC EDGAR
---

# Terns Pharmaceuticals enters $150M ATM equity offering with Cowen

## Summary
- 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.

## SEC filing metadata
- 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
- event_type: other_material
- sentiment: neutral
- materiality_score: 0.5
- calibrated_materiality_score: 0.5
- confidence: high
- sec_items: 1.01, 9.01
- 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

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0000950170-23-022264
- JSON: https://secwatch.observer/filing/0000950170-23-022264.json
- Plain text: https://secwatch.observer/filing/0000950170-23-022264.txt

## Key facts
- Material Agreements
  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).
  - Action: entry
  - Agreement: atm program
  - Counterparty: Cowen and Company, LLC
  - Value: up to $150,000,000
  - Effective: 2023-05-15
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/1831363/000095017023022264/0000950170-23-022264-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.