Source-grounded facts extracted from Terns Pharmaceuticals, Inc.'s SEC 8-K filings across all families, newest first. Each cites a verbatim SEC excerpt.
Terns Pharmaceuticals, Inc.: Amended and restated bylaws in their entirety upon merger (effective 2026-05-05).
“Pursuant to the terms of the Merger Agreement, on May 5, 2026, Terns’ amended and restated certificate of incorporation and amended and restated bylaws were each amended and restated in their entirety and became the certificate of incorporation and bylaws of the Surviving Corporation.”
Terns Pharmaceuticals, Inc.: Amended and restated certificate of incorporation in its entirety upon merger (effective 2026-05-05).
“Pursuant to the terms of the Merger Agreement, on May 5, 2026, Terns’ amended and restated certificate of incorporation and amended and restated bylaws were each amended and restated in their entirety and became the certificate of incorporation and bylaws of the Surviving Corporation.”
Dalton Smart was appointed as Director at Terns Pharmaceuticals, Inc..
“the directors of Purchaser as of immediately prior to the Effective Time, which consisted of Jon Filderman, Melissa Leonard and Dalton Smart, became the directors of the Surviving Corporation.”
Melissa Leonard was appointed as Director at Terns Pharmaceuticals, Inc..
“the directors of Purchaser as of immediately prior to the Effective Time, which consisted of Jon Filderman, Melissa Leonard and Dalton Smart, became the directors of the Surviving Corporation.”
Jon Filderman was appointed as Director at Terns Pharmaceuticals, Inc..
“the directors of Purchaser as of immediately prior to the Effective Time, which consisted of Jon Filderman, Melissa Leonard and Dalton Smart, became the directors of the Surviving Corporation.”
Heather Turner departed as Director at Terns Pharmaceuticals, Inc..
“each of Robert Azelby, Amy Burroughs, David Fellows, Jeffrey B. Kindler, J.D., Jill M. Quigley, J.D., Radhika Tripuraneni, M.D. and Heather Turner, J.D. ceased to be a member of the Board of Directors of Terns”
Radhika Tripuraneni departed as Director at Terns Pharmaceuticals, Inc..
“each of Robert Azelby, Amy Burroughs, David Fellows, Jeffrey B. Kindler, J.D., Jill M. Quigley, J.D., Radhika Tripuraneni, M.D. and Heather Turner, J.D. ceased to be a member of the Board of Directors of Terns”
Jill M. Quigley departed as Director at Terns Pharmaceuticals, Inc..
“each of Robert Azelby, Amy Burroughs, David Fellows, Jeffrey B. Kindler, J.D., Jill M. Quigley, J.D., Radhika Tripuraneni, M.D. and Heather Turner, J.D. ceased to be a member of the Board of Directors of Terns”
Jeffrey B. Kindler departed as Director at Terns Pharmaceuticals, Inc..
“each of Robert Azelby, Amy Burroughs, David Fellows, Jeffrey B. Kindler, J.D., Jill M. Quigley, J.D., Radhika Tripuraneni, M.D. and Heather Turner, J.D. ceased to be a member of the Board of Directors of Terns”
David Fellows departed as Director at Terns Pharmaceuticals, Inc..
“each of Robert Azelby, Amy Burroughs, David Fellows, Jeffrey B. Kindler, J.D., Jill M. Quigley, J.D., Radhika Tripuraneni, M.D. and Heather Turner, J.D. ceased to be a member of the Board of Directors of Terns”
Amy Burroughs departed as Director at Terns Pharmaceuticals, Inc..
“each of Robert Azelby, Amy Burroughs, David Fellows, Jeffrey B. Kindler, J.D., Jill M. Quigley, J.D., Radhika Tripuraneni, M.D. and Heather Turner, J.D. ceased to be a member of the Board of Directors of Terns”
Robert Azelby departed as Director at Terns Pharmaceuticals, Inc..
“each of Robert Azelby, Amy Burroughs, David Fellows, Jeffrey B. Kindler, J.D., Jill M. Quigley, J.D., Radhika Tripuraneni, M.D. and Heather Turner, J.D. ceased to be a member of the Board of Directors of Terns”
Terns Pharmaceuticals, Inc. entered into Agreement and Plan of Merger with Merck Sharp & Dohme LLC, Thailand Merger Sub, Inc. (effective 2026-03-24).
“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 ”).”
Terns Pharmaceuticals, Inc. amended Amendment to Exclusive Option and License Agreement with Hansoh (Shanghai) Healthtech Co., Ltd. and certain of its affiliates valued at $1.0 million upfront license fee (effective 2026-01-16).
“On January 16, 2026, Terns Pharmaceuticals, Inc. (the “Company”) and its subsidiaries entered into an Amendment (the “Amendment”) to its existing Exclusive Option and License Agreement with Hansoh (Shanghai) Healthtech Co., Ltd. and certain of its affiliates (collectively, “Hansoh”), dated July 27, 2020 (the “Option and License Agreement”).”
Andrew Gengos was appointed as Chief Financial Officer at Terns Pharmaceuticals, Inc..
“Mr. Gengos will serve as the Chief Financial Officer of Terns, effective as of February 24, 2025.”
Robert Azelby was appointed as Director at Terns Pharmaceuticals, Inc..
“On February 20, 2025, the Board appointed and elected Robert Azelby as a member of the Board, effective as of February 20, 2025.”
Carl Gordon resigned as Director at Terns Pharmaceuticals, Inc..
“On February 20, 2025, Carl Gordon notified Terns Pharmaceuticals, Inc. (the “Company”) of his resignation from the Company’s Board of Directors (the “Board”), effective as of February 20, 2025.”
David Strauss changed role as Principal Accounting Officer at Terns Pharmaceuticals, Inc..
“Effective as of the Vignola Separation Date, Amy Burroughs, the Company’s Chief Executive Officer, has assumed the role of principal financial officer and David Strauss, the Company’s Vice President of Finance and Controller, has assumed the role of principal accounting officer of the Company, in each case on an interim basis.”
Amy Burroughs changed role as Principal Financial Officer at Terns Pharmaceuticals, Inc..
“Effective as of the Vignola Separation Date, Amy Burroughs, the Company’s Chief Executive Officer, has assumed the role of principal financial officer and David Strauss, the Company’s Vice President of Finance and Controller, has assumed the role of principal accounting officer of the Company, in each case on an interim basis.”
Mark Vignola resigned as Chief Financial Officer at Terns Pharmaceuticals, Inc..
“On February 1, 2025, pursuant to, and subject to the terms of, the Vignola Transition Agreement, Mr. Vignola confirmed that his separation from employment was effective as of February 1, 2025 (the “Vignola Separation Date”) and resigned as of the Vignola Separation Date from all officer and director positions at the Company, the Subsidiary and any other subsidiary or affiliate.”
Heather Turner was appointed as Member of the Board of Directors at Terns Pharmaceuticals, Inc..
“On November 15, 2024, the Board appointed and elected Heather Turner as a member of the Board, effective as of November 18, 2024.”
Ann Taylor resigned as Member of the Board of Directors at Terns Pharmaceuticals, Inc..
“On November 14, 2024, Ann Taylor notified Terns Pharmaceuticals, Inc. (the “Company”) of her resignation from the Company’s Board of Directors (the “Board”), effective as of November 18, 2024.”
Bryan Yoon departed as Chief Operating Officer at Terns Pharmaceuticals, Inc..
“The Yoon Separation Agreement provides for Mr. Yoon’s continued service as Chief Operating Officer and Special Counsel for a transition period until September 3, 2024 (the “Yoon Separation Date”). Mr. Yoon’s employment will terminate and he will cease to hold any positions with the Company as of the Yoon Separation Date.”
Bryan Yoon changed role as General Counsel at Terns Pharmaceuticals, Inc..
“Effective upon the execution of the Yoon Separation Agreement, Mr. Yoon has assumed the title of Chief Operating Officer and Special Counsel and has ceased to serve as General Counsel and Secretary of the Company.”
Mark Vignola departed as Chief Financial Officer at Terns Pharmaceuticals, Inc..
“Dr. Vignola’s continued service as Chief Financial Officer for a transition period until the date of his separation from employment (the “Vignola Separation Date”), anticipated to be February 1, 2025.”
Facts are extracted by an LLM and gated to those whose source quote is present verbatim in the filing text. Coverage is best-effort while backfill and monitoring mature; this is not yet a full-market index. See methodology.