Terns Pharmaceuticals, Inc. (TERN)

Terns Pharmaceuticals, Inc. is a Delaware corporation incorporated in 2016 and headquartered in Foster City, California. It was a clinical-stage biopharmaceutical company that developed small-molecule medicines, and it qualified as an emerging growth company under U.S. securities rules throughout its life as a public issuer. Its common stock traded on the Nasdaq Global Select Market under the symbol TERN.

The company was originally organized around metabolic and liver disease. Its early pipeline included TERN-101, a liver-distributed farnesoid X receptor agonist; TERN-201, an inhibitor of vascular adhesion protein-1; and TERN-501, a thyroid hormone receptor beta agonist, all aimed at non-alcoholic steatohepatitis. It also advanced TERN-601, an oral small-molecule agonist of the GLP-1 receptor intended for obesity and related metabolic conditions.

Terns became a public company through an initial public offering on Nasdaq in early 2021. As clinical data accumulated, the company reprioritized its programs and moved its emphasis toward oncology, in particular an allosteric inhibitor candidate for chronic myeloid leukemia. This change of focus meant that the descriptions of its pipeline published in earlier years no longer fully reflected its development priorities by the time of the transaction.

On March 24, 2026, Terns entered into a merger agreement with Merck Sharp & Dohme LLC, a subsidiary of Merck & Co., Inc., under which a Merck acquisition subsidiary would launch a tender offer for all outstanding Terns shares. The offer price was $53.00 per share in cash, without interest and subject to applicable withholding taxes. The tender offer commenced on April 7, 2026.

The tender offer expired at 11:59 p.m. Eastern time on May 4, 2026, and was not extended. Approximately 86.36 percent of the outstanding shares had been tendered, satisfying the minimum condition. Merck accepted the tendered shares for payment on May 5, 2026.

Because the minimum tender condition was met, the merger was completed on the same day under Delaware law without a vote of the remaining stockholders. Untendered shares were converted into the right to receive the same $53.00 per share in cash, and Terns became a wholly owned subsidiary of Merck.

Terns asked Nasdaq to file a Form 25 with the Securities and Exchange Commission to remove the common stock from listing and registration under Section 12(b) of the Securities Exchange Act. Trading was suspended before the market opened on May 5, 2026, and the company said it intended to file a Form 15 to end its registration under Section 12(g) and suspend its periodic reporting obligations. Terns stock no longer trades publicly.