Terns Pharmaceuticals Amends Bylaws to Add Universal Proxy Rule Compliance Requirements for Director Nominations

On October 4, 2023, the Board of Directors (the “Board”) of Terns Pharmaceuticals, Inc. (the “Company”) approved, effective as of such date, the amendment and restatement of the Company’s bylaws (the “Amended and Restated Bylaws”). Among other changes, the Amended and Restated Bylaws revise the procedures and disclosure requirements for the nomination of directors, including by adding a requirement that a stockholder seeking to nominate director(s) at an annual meeting deliver, at the Company’s request, reasonable evidence that it has complied with the requirements of Rule 14a-19 of the Exchange Act of 1934, as amended (also known as the universal proxy rules) no later than five business days prior to the meeting.