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
Date of Report (Date of earliest event reported): March 30, 2021
Terns Pharmaceuticals, Inc.
(Exact name of registrant as specified in its charter)
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Delaware |
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001-39926 |
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98-1448275 |
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(State or other jurisdiction of incorporation) |
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(Commission File Number) |
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(IRS Employer Identification Number) |
1065 East Hillsdale Blvd., Suite 100
Foster City, California 94404
(Address of principal executive offices, including Zip Code)
Registrant’s telephone number, including area code: (650) 525-5535
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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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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 |
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Trading Symbol(s) |
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Name of each exchange on which registered |
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Common Stock, $0.0001 par value per share |
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TERN |
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The 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 2.02 Results of Operations and Financial Condition.
On March 30, 2021, Terns Pharmaceuticals, Inc. issued a press release announcing its financial results for the year ended December 31, 2020. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K.
The information contained in Item 2.02 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 9.01Financial Statements and Exhibits.
(d) Exhibits
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Exhibit No. |
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Description |
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99.1 |
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Press Release issued by Terns Pharmaceuticals, Inc. on March 30, 2021. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, 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: March 30, 2021 |
By: |
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/s/ Bryan Yoon |
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Bryan Yoon Chief Operating Officer & General Counsel |
Exhibit 99.1
Terns Reports Fourth Quarter and Full Year 2020 Financial Results and Provides Corporate Update
-Terns ended 4Q 2020 with $75 million in cash and cash equivalents and completed an upsized initial public offering in February 2021, raising approximately $147 million in gross proceeds to support operations into 2024-
-Top-line data from the ongoing Phase 2a LIFT study of TERN-101 expected in July 2021; data from the recently initiated Phase 1 trial of TERN-501 expected in 2H 2021-
FOSTER CITY, Calif. March 30, 2021 –Terns Pharmaceuticals, Inc. (“Terns” or the “Company”) (Nasdaq: TERN), a clinical-stage biopharmaceutical company developing a portfolio of small-molecule single-agent and combination therapy candidates for the treatment of non-alcoholic steatohepatitis (NASH) and other chronic liver diseases, today reported financial results for the fourth quarter and full year ended December 31, 2020 and provided a corporate update.
2020 Business Highlights and Recent Developments
TERN-101 - Liver-distributed farnesoid X receptor (FXR) agonist
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Completed patient enrollment in the Phase 2a LIFT study in January 2021; reported final results from a Phase 1 clinical trial, which confirmed sustained liver FXR activation and a favorable tolerability profile |
TERN-201 - Vascular adhesion protein-1 (VAP-1) inhibitor
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Reported positive results from the completed Phase 1 SAD/MAD clinical trial that demonstrated robust and sustained target engagement and tolerability |
TERN-501 - Thyroid hormone receptor-beta (THR-β) agonist
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Initiated dosing in a first-in-human Phase 1 SAD/MAD clinical trial |
Expanded board of directors
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Appointed three industry leaders to the board of directors: David Fellows, most recently Chief Executive Officer (CEO) of Nightstar Therapeutics, Jeff Kindler, CEO of Centrexion Therapeutics and former CEO of Pfizer, and Jill M. Quigley Chief Operating Officer at Passage Bio |
Key management team appointments
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Added Senthil Sundaram, formerly Chief Financial Officer (CFO) of Nightstar Therapeutics, as CEO and Board Director, Mark Vignola, Ph.D., formerly CFO of Applied Therapeutics, as CFO, and Bryan Yoon, formerly Chief Administrative Officer, General Counsel and Secretary of LogicBio Therapeutics, as Chief Operating Officer and General Counsel, and promoted Erin Quirk, M.D., to President |
Strengthened balance sheet
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Closed an $87 million Series C financing led by Deerfield Management Company alongside a strategic equity investment from Eli Lilly and Company in December 2020 and completed an upsized $147 million initial public offering in February 2021 |
Anticipated 2021 Milestones
TERN-101
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Report top-line data from the ongoing Phase 2a LIFT study in NASH patients in July 2021 |
TERN-201
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Initiate 12-week Phase 1b clinical trial in NASH patients in 1H21 with expected top-line data in 1H22 |
TERN-501
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Report top-line data from the ongoing Phase 1 trial in 2H21 |
GLP1-R agonist (oral):
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Nominate a final candidate for further development in NASH in 2H21 |
“2020 was a year of significant growth and momentum at Terns, during which the team made tremendous progress advancing our pipeline of single-agent and combination NASH therapies which in turn allowed us to significantly strengthen our financial position,” said Senthil Sundaram, CEO at Terns. “With the recent initiation of our Phase 1 clinical trial of TERN-501, we now have three clinical-stage NASH programs focused on clinically validated targets. As we look ahead to 2021 and 2022, we anticipate data readouts for all three of our ongoing clinical programs and look forward to initiating our first combination clinical trial of TERN-101 and TERN-501 – all with the goal of developing best-in-class therapies we hope can change the lives of people with NASH.”
Full Year and Fourth Quarter Financial Results
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Cash, Cash Equivalents and Investments Position: As of December 31, 2020, cash, cash equivalents and investments were $74.9 million as compared with $19.7 million as of December 31, 2019. Based on its current operating plan, Terns expects its cash and cash equivalents will be sufficient to fund its planned operating expenses into 2024. |
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Research and Development (R&D) Expenses: R&D expenses were $7.8 million and $28.0 million for the quarter and year ended December 31, 2020, respectively, as compared with $7.6 million and $61.5 million for the quarter and year ended December 31, 2019, respectively. |
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General and Administrative (G&A) Expenses: G&A expenses were $1.0 million and $9.0 million for the quarter and year ended December 31, 2020, respectively, as compared with $2.4 million and $8.7 million for the quarter and year ended December 31, 2019, respectively. |
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Net Loss: Net loss was $9.9 million and $40.6 million for the quarter and year ended December 31, 2020, respectively, as compared with $10.0 million and $68.8 million for the quarter and year ended December 31, 2019, respectively. |
Terns Pharmaceuticals, Inc.
Consolidated Statements of Operations
(Unaudited; in thousands except share and per share amounts)
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Quarter Ended December 31, |
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Year Ended December 31, |
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2020 |
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2019 |
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2020 |
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2019 |
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Operating expenses: |
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Research and development |
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$ |
7,770 |
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$ |
7,556 |
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$ |
28,029 |
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$ |
61,534 |
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General and administrative |
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998 |
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2,388 |
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8,996 |
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8,663 |
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Total operating expenses |
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8,768 |
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9,944 |
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37,025 |
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70,197 |
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Loss from operations |
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(8,768 |
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(9,944 |
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(37,025 |
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(70,197 |
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Interest income |
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2 |
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107 |
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55 |
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1,204 |
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Change in fair value of loans payable |
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(521 |
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- |
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(2,887 |
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- |
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Other income (expense), net |
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69 |
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(207 |
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99 |
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154 |
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Loss before income tax (expense) benefit |
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(9,218 |
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(10,044 |
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(39,758 |
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(68,839 |
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Income tax (expense) benefit |
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(711 |
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(2 |
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(813 |
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20 |
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Net loss |
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(9,929 |
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(10,046 |
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(40,571 |
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(68,819 |
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Extinguishment of Series B convertible preferred stock |
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10,701 |
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- |
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10,701 |
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- |
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Net loss attributable to noncontrolling interest |
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- |
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(271 |
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(518 |
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(208 |
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Series A and C participating preferred stock |
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(772 |
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- |
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- |
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- |
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Net loss attributable to common stockholders - basic |
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$ |
- |
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$ |
(9,775 |
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$ |
(29,352 |
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$ |
(68,611 |
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Effect of dilutive securities: |
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Extinguishment of Series B convertible preferred stock |
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(10,701 |
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- |
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- |
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- |
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Net loss attributable to common stockholders - diluted |
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$ |
(10,701 |
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$ |
(9,775 |
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$ |
(29,352 |
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$ |
(68,611 |
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Net loss per share attributable to common stockholders, basic |
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$ |
- |
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$ |
(45.28 |
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$ |
(102.93 |
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$ |
(374.39 |
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Weighted average common stock outstanding, basic |
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328,941 |
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215,890 |
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285,162 |
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183,262 |
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Net loss per share attributable to common stockholders, diluted |
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$ |
(3.65 |
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$ |
(45.28 |
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$ |
(102.93 |
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$ |
(374.39 |
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Weighted average common stock outstanding, diluted |
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2,929,586 |
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215,890 |
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285,162 |
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183,262 |
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Terns Pharmaceuticals, Inc.
Selected Balance Sheet Data
(Unaudited; in thousands)
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December 31, |
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2020 |
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2019 |
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Cash, cash equivalents and investments |
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$ |
74,854 |
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$ |
19,650 |
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Total assets |
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92,290 |
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23,904 |
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Total liabilities |
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23,698 |
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5,580 |
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Preferred stock and noncontrolling interest |
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186,033 |
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109,084 |
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Stockholders’ deficit |
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(117,441 |
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(90,760 |
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About Terns Pharmaceuticals
Terns Pharmaceuticals, Inc. is a clinical-stage biopharmaceutical company developing a portfolio of small-molecule single-agent and combination therapy candidates for the treatment of non-alcoholic steatohepatitis, or NASH, and other chronic liver diseases. Terns’ programs are based on clinically validated and complementary mechanisms of action to address the multiple hepatic disease processes of NASH in order to drive meaningful clinical benefits for patients. For more information, please visit www.ternspharma.com.
Cautionary Note Regarding Forward-Looking Statements
This press release contains forward-looking statements about Terns Pharmaceuticals, Inc. (the “Company,” “we,” “us,” or “our”) within the meaning of the federal securities laws, including those related to the Company’s expectations of timing and potential results of the Company’s clinical trials and other development activities; the potential utility and progress of the Company’s product candidates in NASH; and the sufficiency of our cash on hand to fund our operating expenses and capital expenditures. All statements other than statements of historical facts contained in this press release, including statements regarding the Company’s strategy, future financial condition, future operations, projected costs, prospects, plans, objectives of management and expected market growth, are forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “aim,” “anticipate,” “assume,” “believe,” “contemplate,” “continue,” “could,” “design,” “due,” “estimate,” “expect,” “goal,” “intend,” “may,” “objective,” “plan,” “positioned,” “potential,” “predict,” “seek,” “should,” “target,” “will,” “would” and other similar expressions that are predictions of or indicate future events and future trends, or the negative of these terms or other comparable terminology. The Company has based these forward-looking statements largely on its current expectations, estimates, forecasts and projections about future events and financial trends that it believes may affect its financial condition, results of operations, business strategy and financial needs. In light of the significant uncertainties in these forward-looking statements, you should not rely upon forward-looking statements as predictions of future events. These statements are subject to risks and uncertainties that could cause the actual results and the implementation of the Company’s plans to vary materially, including the risks associated with the initiation, cost, timing, progress and results of the Company’s current and future research and development activities and preclinical studies and clinical trials. In particular, the impact of the COVID-
19 pandemic on the Company’s ability to progress with its research, development, manufacturing and regulatory efforts, including the Company’s clinical trials for its product candidates, will depend on future developments that are highly uncertain and cannot be predicted with confidence at this time, such as the ultimate duration of the pandemic, travel restrictions, quarantines, social distancing and business closure requirements in the United States and in other countries, and the effectiveness of actions taken globally to contain and treat the disease. These risks are not exhaustive. For a detailed discussion of the risk factors that could affect the Company’s actual results, please refer to the risk factors identified in the Company’s SEC reports, including but not limited to its prospectus dated February 4, 2021. Except as required by law, the Company undertakes no obligation to update publicly any forward-looking statements for any reason.
US Media Contact:
Investor Relations Contact:
Mark Vignola
investors@ternspharma.com
Media Contact:
Cory Tromblee
media@ternspharma.com