UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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Date of Report (Date of earliest event reported): November 14, 2024 |
Terns Pharmaceuticals, Inc.
(Exact name of Registrant as Specified in Its Charter)
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Delaware | 001-39926 | 98-1448275 |
(State or Other Jurisdiction
of Incorporation) | (Commission File Number) | (IRS Employer
Identification No.) |
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1065 East Hillsdale Blvd. Suite 100 | |
Foster City, California | | 94404 |
(Address of Principal Executive Offices) | | (Zip Code) |
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Registrant’s Telephone Number, Including Area Code: (650) 525-5535 |
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
| | Trading
Symbol(s) | |
Name of each exchange on which registered
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Common Stock, $0.0001 par value per share | | TERN | | Nasdaq Global Select Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
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 13(a) of the Exchange Act. ☐
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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. The decision by Dr. Taylor to resign from the Board was not due to a disagreement on any matter related to the Company’s operations, policies or practices.
On November 15, 2024, the Board appointed and elected Heather Turner as a member of the Board, effective as of November 18, 2024. Ms. Turner was appointed as a Class I director to serve in accordance with the Company’s amended and restated bylaws until the 2025 annual meeting of stockholders and thereafter until her successor is duly elected and qualified or until her earlier death, resignation or removal. Ms. Turner was also appointed to serve as a member of the Audit Committee of the Board.
There is no arrangement or understanding between Ms. Turner and any other person pursuant to which she was appointed as a director of the Company, and there are no family relationships between Ms. Turner and any of the Company’s directors or executive officers. There are no transactions to which the Company is a party and in which Ms. Turner has a direct or indirect material interest that would be required to be disclosed under Item 404(a) of Regulation S-K.
Ms. Turner is eligible to receive cash compensation and equity awards pursuant to the Company’s second amended and restated compensation program for non-employee directors, which is described in more detail in the Company’s proxy statement filed with the Securities and Exchange Commission (the “SEC”) on April 25, 2024. In connection with her appointment, Ms. Turner and the Company will also enter into the Company’s standard form of indemnification agreement, a copy of which is included as Exhibit 10.12 to the Company’s Annual Report on Form 10-K filed with the SEC on March 14, 2024.
Item 7.01. Regulation FD Disclosure.
On November 18, 2024, the Company issued a press release announcing the appointment of Ms. Turner to the Board and the resignation of Dr. Taylor. A copy of the press release is attached to this Current Report on Form 8-K as Exhibit 99.1.
The information contained in Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and shall not be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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| | | TERNS PHARMACEUTICALS, INC. |
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Date: | November 18, 2024 | By: | /s/ Amy Burroughs |
| | | Amy Burroughs
Chief Executive Officer
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