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.”
Terns Pharmaceuticals, Inc. reported the first quarter ended March 31, 2024 results: net income $22.4 million, EPS $(0.30).
“Net loss was $22.4 million for the quarter ended March 31, 2024”
Terns Pharmaceuticals, Inc. reported financial results for fourth quarter and full year ended December 31, 2023.
“On March 14, 2024, Terns Pharmaceuticals, Inc. issued a press release announcing its financial results for the year ended December 31, 2023.”
Amy Burroughs was appointed as Chief Executive Officer and Director at Terns Pharmaceuticals, Inc..
“pursuant to which Ms. Burroughs will serve as the Chief Executive Officer of Terns and has been appointed and elected as a member of the Board of Directors of Terns (the “Board”), effective as of February 7, 2024”
Terns Pharmaceuticals, Inc. reported financial results for the quarter ended September 30, 2023.
“On November 14, 2023, Terns Pharmaceuticals, Inc. issued a press release announcing its financial results for the three and nine months ended September 30, 2023.”
Terns Pharmaceuticals, Inc.: Amended and restated bylaws to revise director nomination procedures, including universal proxy rule compliance requirement (effective 2023-10-04).
“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.”
Terns Pharmaceuticals, Inc. reported the three and six months ended June 30, 2023 results: net income Net loss was $17.9 million for the quarter ended June 30, 2023.
“Terns Pharmaceuticals, Inc. issued a press release announcing its financial results for the three and six months ended June 30, 2023.”
Terns Pharmaceuticals, Inc. shareholders approved Ratification of selection of Ernst & Young LLP as independent registered public accounting firm for fiscal year 2023 at the 2023-06-12 meeting.
“Proposal 2 . The ratification of the selection, by the audit committee of the board of directors, of Ernst & Young LLP as the independent registered public accounting firm of the Company for the fiscal year ending December 31, 2023: Votes For Votes Against Abstentions 53,416,393 1,549 331”
Terns Pharmaceuticals, Inc. shareholders approved Election of three Class II directors to hold office until the 2026 annual meeting at the 2023-06-12 meeting.
“Proposal 1 . The election of three Class II directors to hold office until the 2026 annual meeting of stockholders or until their respective successor is elected: Nominee Votes For Votes Withheld Broker Non-Votes David Fellows 39,504,333 6,471,007 7,442,933 Jill Quigley, Esq. 40,103,150 5,872,190 7,442,933 Radhika Tripuraneni , M.D., M.P.H. 45,971,176 4,164 7,442,933”
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).
“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.”
Terns Pharmaceuticals, Inc. reported the first quarter ended March 31, 2023 results: net income Net loss was $21.5 million, EPS Net loss per share, basic and diluted $ (0.31).
“Terns Pharmaceuticals, Inc. (“Terns” or the “Company”) (Nasdaq: TERN), a clinical-stage biopharmaceutical company developing a portfolio of small-molecule product candidates to address serious diseases, including oncology, non-alcoholic steatohepatitis (NASH) and obesity, today reported financial results for the first quarter ended March 31, 2023 and corporate updates.”
Terns Pharmaceuticals, Inc. reported the year ended December 31, 2022 results: revenue $ —, net income $ (60,345 ), EPS $ (1.67 ).
“Quarter Ended December 31, Year Ended December 31, 2022 2021 2022 2021 Revenue: License revenue $ — $ 1,000 $ — $ 1,000 Operating expenses: Research and development 10,658 9,462 39,617 31,311 General and administrative 6,170 5,416 22,412 19,549 Total operating expenses 16,828 14,878 62,029 50,860 Loss from operations (16,828 ) (13,878 ) (62,029 ) (49,860 ) Interest income 1,328 55 2,110 170 Other (expense) income, net (4 ) 10 (68 ) 40 Loss before income taxes (15,504 ) (13,813 ) (59,987 ) (49,650 ) Income tax expense (318 ) (435 ) (358 ) (508 ) Net loss $ (15,822 ) $ (14,248 ) $ (60,345 ) $ (50,158 ) Net loss per share, basic and diluted $ (0.29 ) $ (0.56 ) $ (1.67 ) $ (2.21 ) Weighted average common stock outstanding, basic and diluted 54,696,352 25,267,527 36,033,045 22,705,948”
Terns Pharmaceuticals, Inc. reported the quarter ended December 31, 2022 results: revenue $ —, net income $ (15,822 ), EPS $ (0.29 ).
“Quarter Ended December 31, Year Ended December 31, 2022 2021 2022 2021 Revenue: License revenue $ — $ 1,000 $ — $ 1,000 Operating expenses: Research and development 10,658 9,462 39,617 31,311 General and administrative 6,170 5,416 22,412 19,549 Total operating expenses 16,828 14,878 62,029 50,860 Loss from operations (16,828 ) (13,878 ) (62,029 ) (49,860 ) Interest income 1,328 55 2,110 170 Other (expense) income, net (4 ) 10 (68 ) 40 Loss before income taxes (15,504 ) (13,813 ) (59,987 ) (49,650 ) Income tax expense (318 ) (435 ) (358 ) (508 ) Net loss $ (15,822 ) $ (14,248 ) $ (60,345 ) $ (50,158 ) Net loss per share, basic and diluted $ (0.29 ) $ (0.56 ) $ (1.67 ) $ (2.21 ) Weighted average common stock outstanding, basic and diluted 54,696,352 25,267,527 36,033,045 22,705,948”
Terns Pharmaceuticals, Inc. reported financial results for three and nine months ended September 30, 2022.
“On November 9, 2022, Terns Pharmaceuticals, Inc. issued a press release announcing its financial results for the three and nine months ended September 30, 2022.”
Radhika Tripuraneni was appointed as Director at Terns Pharmaceuticals, Inc..
“On July 26, 2022, the Board of Directors (the “Board”) of Terns Pharmaceuticals, Inc. (the “Company”) appointed Radhika Tripuraneni, M.D., M.P.H. to serve as a Class II director until her successor is duly elected and qualified or until her earlier death, resignation or removal.”
Ann E. Taylor was appointed as Director at Terns Pharmaceuticals, Inc..
“On September 28, 2021, the Board of Directors (the “Board”) of Terns Pharmaceuticals, Inc. (the “Company”) appointed Ann E. Taylor, M.D. to serve as a Class I director until her successor is duly elected and qualified or until her earlier death, resignation or removal.”
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.