As filed with the Securities and Exchange Commission on November 14, 2023
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
Terns Pharmaceuticals, Inc.
(Exact name of Registrant as specified in its charter)
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Delaware | | 98-1448275 |
(State or other jurisdiction of
incorporation or organization) | | (I.R.S. Employer
Identification Number) |
| |
1065 East Hillsdale Blvd., Suite 100
Foster City, California | | 94404 |
(Address of Principal Executive Offices) | | (Zip Code) |
2022 Employment Inducement Award Plan
(Full Title of the Plan)
Mark Vignola
Chief Financial Officer
Terns Pharmaceuticals, Inc.
1065 East Hillsdale Blvd., Suite 100
Foster City, California 94404
(650) 525-5535
(Name, address, including zip code, and telephone number, including area code, of agent for service)
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Brian A. Johnson Wilmer Cutler Pickering Hale and Dorr LLP 7 World Trade Center 250 Greenwich Street New York, New York 10007 Telephone: (212) 230-8800 | Copies to: Bryan Yoon, Esq. Chief Operating Officer and General Counsel Terns Pharmaceuticals, Inc. 1065 East Hillsdale Blvd., Suite 100 Foster City, California 94404 (650) 525-5535 |
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| | | |
Large accelerated filer | ☐ | Accelerated filer | ☐ |
Non-accelerated filer | ☒ | Smaller reporting company | ☒ |
| | Emerging growth company | ☒ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.
Proposed sale to take place as soon after the effective date of the
registration statement as awards under the plans are exercised and/or vest.
EXPLANATORY NOTE
This Registration Statement on Form S-8 is being filed for the purpose of registering an additional 3,113,250 shares of the Registrant’s common stock issuable under the 2022 Employment Inducement Award Plan for which a Registration Statement of the Registrant on Form S-8 (File No. 333-268277) is effective.
INCORPORATION BY REFERENCE OF CONTENTS OF REGISTRATION STATEMENT ON
FORM S-8
Pursuant to Instruction E of Form S-8, the contents of the Registration Statement on Form S-8 filed with the Securities and Exchange Commission on November 9, 2022 (File No. 333-268277) are incorporated by reference herein.
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The information called for in Part I of Form S-8 is not being filed with or included in this Form S-8 (by incorporation by reference or otherwise) in accordance with the rules and regulations of the SEC.
Item 8. Exhibits
# Indicates management contract or compensatory plan.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Foster City, State of California, on this 14th day of November, 2023.
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Terns Pharmaceuticals, Inc. | By: | /s/ Mark Vignola |
| | Mark Vignola, Ph.D |
| | Chief Financial Officer |
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below does hereby constitute and appoint Erin Quirk, M.D., Mark Vignola, Ph.D. and Bryan Yoon, Esq., and each of them, with full power of substitution and full power to act without the other, as his or her true and lawful attorney-in-fact and agent to act for him or her in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, and to file this registration statement, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in order to effectuate the same as fully, to all intents and purposes, as they or he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the date indicated.
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Signature | | Title | | Date |
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/s/ Erin Quirk | | President | | November 14, 2023 |
Erin Quirk, M.D. | | (Principal Executive Officer) | | |
| | | | |
/s/ Mark Vignola | | Chief Financial Officer | | November 14, 2023 |
Mark Vignola, Ph.D. | | (Principal Financial and Accounting Officer) | | |
| | | | |
/s/ David Fellows | | Chairman of the Board of Directors | | November 14, 2023 |
David Fellows | | | | |
| | | | |
/s/ Carl Gordon | | Director | | November 14, 2023 |
Carl Gordon, Ph.D., C.F.A. | | | | |
| | | | |
/s/ Jeffrey Kindler | | Director | | November 14, 2023 |
Jeffrey Kindler, Esq. | | | | |
| | | | |
/s/ Hongbo Lu | | Director | | November 14, 2023 |
Hongbo Lu, Ph.D. | | | | |
| | | | |
/s/ Jill Quigley | | Director | | November 14, 2023 |
Jill Quigley, Esq. | | | | |
| | | | |
/s/ Ann Taylor | | Director | | November 14, 2023 |
Ann Taylor, M.D. | | | | |
| | | | |
/s/ Radhika Tripuraneni | | Director | | November 14, 2023 |
Radhika Tripuraneni, M.D. | | | | |
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