{"schema_version":"secwatch.filing_event.v1","accession":"0001193125-26-122785","form_type":"8-K","ticker":"TERN","cik":"0001831363","company_name":"Terns Pharmaceuticals, Inc.","filed_at":"2026-03-25T23:59:59+00:00","discovered_at":"2026-05-14T18:02:36.430256+00:00","generated_at":"2026-05-15T09:03:18.336880+00:00","sec_items":["1.01","7.01","9.01"],"event_type":"m_and_a","sentiment":"positive","materiality_score":1.0,"calibrated_materiality_score":1.0,"confidence":"high","headline":"Merck to acquire Terns for $53.00/share ($6.7B equity value); adds CML candidate TERN-701","bullets":["Merck subsidiary will pay $53.00 per share in cash, representing ~$6.7B equity value; ~$5.7B net of acquired cash.","Premium of 31% to 60-day and 42% to 90-day VWAP as of March 24, 2026.","Terns’ lead candidate TERN-701 is an investigational allosteric BCR::ABL1 inhibitor in Phase 1/2 for CML; FDA Orphan Drug Designation granted March 2024.","Transaction subject to HSR waiting period, tender of >50% of Terns shares, and other customary conditions; expected to close Q2 2026.","Merck expects ~$5.8B charge (~$2.35/share) in Q2 and full year 2026 GAAP and non-GAAP results related to the acquisition."],"urls":{"canonical":"https://secwatch.observer/filing/0001193125-26-122785","json":"https://secwatch.observer/filing/0001193125-26-122785.json","markdown":"https://secwatch.observer/filing/0001193125-26-122785.md","text":"https://secwatch.observer/filing/0001193125-26-122785.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/1831363/000119312526122785/0001193125-26-122785-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1831363/000119312526122785/d86253d8k.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-05-15T09:03:18.336880+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":"ddc7cc7fbb814dc8e6c7e36b8a9614085c72f7ec","claim":"Terns Pharmaceuticals, Inc. entered into Agreement and Plan of Merger with Merck Sharp & Dohme LLC, Thailand Merger Sub, Inc. (effective 2026-03-24).","evidence_excerpt":"On March 24, 2026, Terns Pharmaceuticals, Inc., a Delaware corporation (the “ Company ” or “ Terns ”), entered into an Agreement and Plan of Merger (the “ Merger Agreement ”) by and among the Company, Merck Sharp & Dohme LLC, a New Jersey limited liability company (“ Parent ” or “ Merck ”), and Thailand Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Parent (“ Purchaser ”).","evidence_source":"SEC 8-K Item 1.01/1.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1831363/000119312526122785/0001193125-26-122785-index.htm","confidence":0.9}],"comparable_filings":[{"accession":"0001193125-26-251752","ticker":null,"company_name":"Enviri II Corp","filed_at":"2026-06-01T21:18:36+00:00","headline":"New Enviri completes spin-off; starts trading June 2 under NVRI; ~$1.2B revenue, ~$140M EBITDA","event_type":"m_and_a","sec_items":["1.01","2.03","3.03","5.03","5.01","5.02","5.05","7.01","9.01"],"materiality_score":0.9,"calibrated_materiality_score":0.9,"match_reasons":["same fact type: material_agreement","same SEC item: 1.01, 7.01, 9.01","same event type: m_and_a","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001193125-26-251752","json":"https://secwatch.observer/filing/0001193125-26-251752.json","markdown":"https://secwatch.observer/filing/0001193125-26-251752.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/2104052/000119312526251752/0001193125-26-251752-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/2104052/000119312526251752/d258410d8k.htm"},"side_by_side_evidence":{"fact_type":"material_agreement","source_excerpt":"On March 24, 2026, Terns Pharmaceuticals, Inc., a Delaware corporation (the “ Company ” or “ Terns ”), entered into an Agreement and Plan of Merger (the “ Merger Agreement ”) by and among the Company, Merck Sharp & Dohme LLC, a New Jersey limited liability company (“ Parent ” or “ Merck ”), and Thailand Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Parent (“ Purchaser ”).","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1831363/000119312526122785/0001193125-26-122785-index.htm","comparable_excerpt":"On June 1, 2026, New Enviri entered into a transition services agreement (the “Transition Services Agreement”) with CLEH pursuant to which New Enviri will provide certain services to CLEH on an interim, transitional basis.","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/2104052/000119312526251752/0001193125-26-251752-index.htm"}},{"accession":"0001193125-26-215652","ticker":"EEX","company_name":"Emerald Holding, Inc.","filed_at":"2026-05-11T23:59:59+00:00","headline":"Apollo Funds acquire Emerald (EEX) for $5.03/sh (42% premium); combine with Questex","event_type":"m_and_a","sec_items":["1.01","5.07","8.01","9.01"],"materiality_score":0.9,"calibrated_materiality_score":0.9,"match_reasons":["same fact type: material_agreement","same SEC item: 1.01, 9.01","same event type: m_and_a","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001193125-26-215652","json":"https://secwatch.observer/filing/0001193125-26-215652.json","markdown":"https://secwatch.observer/filing/0001193125-26-215652.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/1579214/000119312526215652/0001193125-26-215652-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1579214/000119312526215652/d22741d8k.htm"},"side_by_side_evidence":{"fact_type":"material_agreement","source_excerpt":"On March 24, 2026, Terns Pharmaceuticals, Inc., a Delaware corporation (the “ Company ” or “ Terns ”), entered into an Agreement and Plan of Merger (the “ Merger Agreement ”) by and among the Company, Merck Sharp & Dohme LLC, a New Jersey limited liability company (“ Parent ” or “ Merck ”), and Thailand Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Parent (“ Purchaser ”).","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1831363/000119312526122785/0001193125-26-122785-index.htm","comparable_excerpt":"On May 9, 2026, Emerald Holding, Inc., a Delaware corporation (the “ Company ”), entered into an Agreement and Plan of Merger (the “ Merger Agreement ”) with Emma Buyer, LLC, a Delaware limited liability company (“ Parent ”), and Emma Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of Parent (“ Merger Sub ”).","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/1579214/000119312526215652/0001193125-26-215652-index.htm"}},{"accession":"0001104659-26-057533","ticker":"TWO","company_name":"TWO HARBORS INVESTMENT CORP.","filed_at":"2026-05-08T23:59:59+00:00","headline":"Two Harbors raises all-cash merger consideration to $12.00/share in amended CrossCountry deal","event_type":"m_and_a","sec_items":["1.01","8.01","9.01"],"materiality_score":0.9,"calibrated_materiality_score":0.9,"match_reasons":["same fact type: material_agreement","same SEC item: 1.01, 9.01","same event type: m_and_a","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001104659-26-057533","json":"https://secwatch.observer/filing/0001104659-26-057533.json","markdown":"https://secwatch.observer/filing/0001104659-26-057533.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/1465740/000110465926057533/0001104659-26-057533-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1465740/000110465926057533/tm2612985d12_8k.htm"},"side_by_side_evidence":{"fact_type":"material_agreement","source_excerpt":"On March 24, 2026, Terns Pharmaceuticals, Inc., a Delaware corporation (the “ Company ” or “ Terns ”), entered into an Agreement and Plan of Merger (the “ Merger Agreement ”) by and among the Company, Merck Sharp & Dohme LLC, a New Jersey limited liability company (“ Parent ” or “ Merck ”), and Thailand Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Parent (“ Purchaser ”).","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1831363/000119312526122785/0001193125-26-122785-index.htm","comparable_excerpt":"On May 7, 2026, Two Harbors Investment Corp. (“Two Harbors”) entered into a Second Amendment to the Agreement and Plan of Merger (the “Second Amendment”), by and among Two Harbors, CrossCountry Intermediate Holdco, LLC (“CCM”) and CrossCountry Merger Corp., a wholly owned subsidiary of CCM (“Merger Sub”), to amend the terms of the previously disclosed Agreement and Plan of Merger, dated March 27, 2026 (the “Original CCM Merger Agreement”), as amended by the First Amendment to the Agreement and Plan of Merger, dated April 28, 2026 (the “First Amendment”), by and among Two Harbors, CCM and Merger Sub (the Original CCM Merger Agreement, as amended by the First Amendment and the Second Amendment, the “Amended CCM Merger Agreement”).","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/1465740/000110465926057533/0001104659-26-057533-index.htm"}},{"accession":"0001493152-26-021767","ticker":"SHPH","company_name":"Shuttle Pharmaceuticals Holdings, Inc.","filed_at":"2026-05-07T23:59:59+00:00","headline":"Shuttle Pharma completes merger with United Dogecoin, pivots to crypto, raises $9.55M PIPE","event_type":"m_and_a","sec_items":["1.01","2.01","3.02","3.03","5.02","5.03","9.01"],"materiality_score":0.95,"calibrated_materiality_score":0.95,"match_reasons":["same fact type: material_agreement","same SEC item: 1.01, 9.01","same event type: m_and_a","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001493152-26-021767","json":"https://secwatch.observer/filing/0001493152-26-021767.json","markdown":"https://secwatch.observer/filing/0001493152-26-021767.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/1757499/000149315226021767/0001493152-26-021767-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1757499/000149315226021767/form8-k.htm"},"side_by_side_evidence":{"fact_type":"material_agreement","source_excerpt":"On March 24, 2026, Terns Pharmaceuticals, Inc., a Delaware corporation (the “ Company ” or “ Terns ”), entered into an Agreement and Plan of Merger (the “ Merger Agreement ”) by and among the Company, Merck Sharp & Dohme LLC, a New Jersey limited liability company (“ Parent ” or “ Merck ”), and Thailand Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Parent (“ Purchaser ”).","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1831363/000119312526122785/0001193125-26-122785-index.htm","comparable_excerpt":"On May 6, 2026 (the “ Closing Date ”), Shuttle Pharmaceuticals Holdings, Inc., a Delaware corporation (“ Shuttle ” or “ Acquiror ”), completed its previously announced merger pursuant to an Agreement and Plan of Merger (the “ Merger Agreement ”), entered into on April 30, 2026 by and among the Acquiror, Shuttle Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Shuttle (“ Merger Sub ”) and United Dogecoin Inc., a Delaware corporation (the “ Company ”).","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/1757499/000149315226021767/0001493152-26-021767-index.htm"}},{"accession":"0001193125-26-251741","ticker":"NVRI","company_name":"ENVIRI Corp","filed_at":"2026-06-01T21:15:54+00:00","headline":"Enviri completes sale of Clean Earth to Veolia for $3.04B; spins off remaining businesses as New Enviri","event_type":"m_and_a","sec_items":["1.02","2.01","3.01","3.03","5.01","9.01"],"materiality_score":0.9,"calibrated_materiality_score":0.9,"match_reasons":["same fact type: material_agreement","same SEC item: 9.01","same event type: m_and_a","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001193125-26-251741","json":"https://secwatch.observer/filing/0001193125-26-251741.json","markdown":"https://secwatch.observer/filing/0001193125-26-251741.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/45876/000119312526251741/0001193125-26-251741-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/45876/000119312526251741/d129138d8k.htm"},"side_by_side_evidence":{"fact_type":"material_agreement","source_excerpt":"On March 24, 2026, Terns Pharmaceuticals, Inc., a Delaware corporation (the “ Company ” or “ Terns ”), entered into an Agreement and Plan of Merger (the “ Merger Agreement ”) by and among the Company, Merck Sharp & Dohme LLC, a New Jersey limited liability company (“ Parent ” or “ Merck ”), and Thailand Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Parent (“ Purchaser ”).","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1831363/000119312526122785/0001193125-26-122785-index.htm","comparable_excerpt":"On June 1, 2026, in connection with the Transactions, Enviri repaid all amounts owing under that certain Receivables Purchase Agreement, dated as of June 24, 2022 (as amended, restated, supplemented or otherwise modified from time to time, the “AR Facility”), among Harsco Receivables LLC, Enviri, the purchasers party thereto, and PNC Bank, National Association, as agent, and terminated all other documents entered into in connection therewith.","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/45876/000119312526251741/0001193125-26-251741-index.htm"}},{"accession":"0001140361-26-020064","ticker":"CTLP","company_name":"CANTALOUPE, INC.","filed_at":"2026-05-08T23:59:59+00:00","headline":"Cantaloupe completes merger with 365 Retail Markets; shareholders receive $11.20/share","event_type":"m_and_a","sec_items":["1.02","2.01","3.01","3.03","5.01","5.02","9.01"],"materiality_score":1.0,"calibrated_materiality_score":1.0,"match_reasons":["same fact type: material_agreement","same SEC item: 9.01","same event type: m_and_a","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001140361-26-020064","json":"https://secwatch.observer/filing/0001140361-26-020064.json","markdown":"https://secwatch.observer/filing/0001140361-26-020064.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/896429/000114036126020064/0001140361-26-020064-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/896429/000114036126020064/ef20072798_8k.htm"},"side_by_side_evidence":{"fact_type":"material_agreement","source_excerpt":"On March 24, 2026, Terns Pharmaceuticals, Inc., a Delaware corporation (the “ Company ” or “ Terns ”), entered into an Agreement and Plan of Merger (the “ Merger Agreement ”) by and among the Company, Merck Sharp & Dohme LLC, a New Jersey limited liability company (“ Parent ” or “ Merck ”), and Thailand Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Parent (“ Purchaser ”).","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1831363/000119312526122785/0001193125-26-122785-index.htm","comparable_excerpt":"the Company terminated and repaid in full all outstanding obligations due under the Second Amended and Restated Credit Agreement, dated as of January 31, 2025, by and among, inter alios , the Company, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent and collateral agent (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “ Credit Agreement ”).","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/896429/000114036126020064/0001140361-26-020064-index.htm"}},{"accession":"0001104659-26-057278","ticker":"CTRA","company_name":"Coterra Energy Inc.","filed_at":"2026-05-07T23:59:59+00:00","headline":"Coterra Energy completes merger with Devon; shares converted at 0.70x ratio","event_type":"m_and_a","sec_items":["1.02","2.01","3.01","3.03","5.01","5.02","9.01"],"materiality_score":1.0,"calibrated_materiality_score":1.0,"match_reasons":["same fact type: material_agreement","same SEC item: 9.01","same event type: m_and_a","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001104659-26-057278","json":"https://secwatch.observer/filing/0001104659-26-057278.json","markdown":"https://secwatch.observer/filing/0001104659-26-057278.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/858470/000110465926057278/0001104659-26-057278-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/858470/000110465926057278/tm2613882d1_8k.htm"},"side_by_side_evidence":{"fact_type":"material_agreement","source_excerpt":"On March 24, 2026, Terns Pharmaceuticals, Inc., a Delaware corporation (the “ Company ” or “ Terns ”), entered into an Agreement and Plan of Merger (the “ Merger Agreement ”) by and among the Company, Merck Sharp & Dohme LLC, a New Jersey limited liability company (“ Parent ” or “ Merck ”), and Thailand Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Parent (“ Purchaser ”).","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1831363/000119312526122785/0001193125-26-122785-index.htm","comparable_excerpt":"on the Closing Date, the Company terminated all outstanding lender commitments under the Credit Agreement, dated as of March 10, 2023 (as amended by Amendment No. 1, dated as of September 12, 2024, and as further amended, restated, supplemented or modified prior to the Closing Date, the “Credit Agreement”), among the Company, the lenders and issuing banks party thereto and JPMorgan Chase Bank, N.A., as administrative agent","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/858470/000110465926057278/0001104659-26-057278-index.htm"}},{"accession":"0001829126-26-005923","ticker":"TACH","company_name":"Titan Acquisition Corp.","filed_at":"2026-06-01T21:15:47+00:00","headline":"Titan Acquisition Corp enters $800M deal to combine with OpenPayd","event_type":"m_and_a","sec_items":["1.01","7.01","9.01"],"materiality_score":0.75,"calibrated_materiality_score":0.75,"match_reasons":["same fact type: material_agreement","same SEC item: 1.01, 7.01, 9.01","same event type: m_and_a"],"urls":{"canonical":"https://secwatch.observer/filing/0001829126-26-005923","json":"https://secwatch.observer/filing/0001829126-26-005923.json","markdown":"https://secwatch.observer/filing/0001829126-26-005923.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/2009183/000182912626005923/0001829126-26-005923-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/2009183/000182912626005923/titanacq_8k.htm"},"side_by_side_evidence":{"fact_type":"material_agreement","source_excerpt":"On March 24, 2026, Terns Pharmaceuticals, Inc., a Delaware corporation (the “ Company ” or “ Terns ”), entered into an Agreement and Plan of Merger (the “ Merger Agreement ”) by and among the Company, Merck Sharp & Dohme LLC, a New Jersey limited liability company (“ Parent ” or “ Merck ”), and Thailand Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Parent (“ Purchaser ”).","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1831363/000119312526122785/0001193125-26-122785-index.htm","comparable_excerpt":"On June 1, 2026, Titan Acquisition Corp, a Cayman Islands exempted company (“Titan”), entered into a Business Combination Agreement (the “Business Combination Agreement”), by and among OpenPayd Global Holdings Limited, a Cayman Islands exempted company (“PubCo”), Titan Acquisition Sponsor Holdco LLC, a Delaware limited liability company (the “Sponsor”), solely in its capacity as the Purchaser Representative, OpenPayd Holdings Limited, a company limited by shares incorporated in England and Wales (“Company”), Ozan Özerk, solely in his capacity as the Company Shareholders Representative, and the shareholders of the Company party thereto (collectively, the “Parties”).","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/2009183/000182912626005923/0001829126-26-005923-index.htm"}}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}