United States securities and exchange commission logo

                             December 7, 2020

       Senthil Sundaram
       Chief Executive Officer
       Terns Pharmaceuticals, Inc.
       1065 East Hillsdale Blvd., Suite 100
       Foster City, California 94404

                                                        Re: Terns
Pharmaceuticals, Inc.
                                                            Draft Registration
Statement on Form S-1
                                                            Filed November 10,
                                                            CIK No. 0001831363

       Dear Mr. Sundaram:

              We have reviewed your draft registration statement and have the
following comments. In
       some of our comments, we may ask you to provide us with information so
we may better
       understand your disclosure.

              Please respond to this letter by providing the requested
information and either submitting
       an amended draft registration statement or publicly filing your
registration statement on
       EDGAR. If you do not believe our comments apply to your facts and
circumstances or do not
       believe an amendment is appropriate, please tell us why in your

             After reviewing the information you provide in response to these
comments and your
       amended draft registration statement or filed registration statement, we
may have additional

       Draft Registration Statement on Form S-1

       Overview, page 1

   1.                                                   We note the disclosure
that your programs are based on clinically-validated mechanisms
                                                        of action. Please
provide the basis for this statement.
   2.                                                   We note your disclosure
that you received Fast Track designation from the FDA for
                                                        TERN-101 and TERN-201.
Please expand your disclosure to explicitly state
                                                        that fast track
designation does not guarantee an accelerated review by the FDA.
   3.                                                   We note your statement
that in the Phase 1 clinical trials for TERN-101 no pruritus or
                                                        adverse lipid changes
were observed. Please explain what pruritus is and the effects of
                                                        the adverse lipid
changes that were observed in clinical trials for other FXR agonists.
 Senthil Sundaram
FirstName  LastNameSenthil
Terns Pharmaceuticals, Inc. Sundaram
December   NameTerns
             2020      Pharmaceuticals, Inc.
Page 2    7, 2020 Page 2
FirstName LastName
4.       Please include an organization chart showing your corporate structure.
Our Strategy, page 4

5.       We note your statements that your goal is to develop and commercialize
         therapies. This term suggests that your product candidates are
effective and likely to be
         approved. Please delete these references throughout your document.
Risks Associated with Our Business, page 4

6.       Please tell us your consideration of whether the PRC Scientific Data
Measures presents a
         risk to your business that should be disclosed here. We note that you
may be restricted
         from transferring your scientific data abroad, such as your
preclinical studies conducted
         within China, or to your foreign partners in China. Please tell us
which parts of your
         business are relevant to this consideration, including, but not
limited to, your preclincial
         studies and any other clinical work that provides the basis for
current and future INDs or
         other approvals with the FDA, and the relevant PRC approvals for
sending scientific
         data abroad, or to your foreign partners in China. Please also clarify
the risk factor on
         page 65 to disclose whether the PRC could prevent you from seeking
foreign approval and
         commercialization of your product candidates.
Management's Discussion and Analysis
Net Loss Attributable to Noncontrolling Interest, page 89

7.       Disclose the business reason for establishing Terns China, a financing
subsidiary, as a
         variable interest entity, including relevant PRC foreign investment
rules and regulations.
         Describe any operations and intended activities post China Conversion.
Management's Discussion and Alalysis of Financial Condition and Results of
Critical accounting policies and significant judgments and estimates
Common stock valuation methodology, page 100

8.       Once you have an estimated offering price or range, please explain to
us how you
         determined the fair value of the common stock underlying your equity
issuances and the
         reasons for any differences between the recent valuations of your
common stock leading
         up to the IPO and the estimated offering price. This information will
help facilitate our
         review of your accounting for equity issuances including stock
compensation and
         beneficial conversion features. Please discuss with the staff how to
submit your response.
Clinical validation of THR-beta agonism, page 121

9.       Please identify the other NASH clinical studies described in this
section and the basis for
         your belief that histological responses described here may be suitable
for accelerated
         approval under current draft guidance from the FDA and the type of
accelerated approval
         this would entail.
 Senthil Sundaram
Terns Pharmaceuticals, Inc.
December 7, 2020
Page 3
Planned TERN-201 Phase 1b clinical trial, page 121

10.    Please disclose the number of patients that you expect to enroll and the
endpoints of the
       Phase 1b clinical trial for TERN-201. Please provide similar disclosure
for the planned
       clinical trials for TERN-501 that you discuss on page 124.
Intellectual Property, page 129

11.    Please clarify the number of patent families that are owned and the
number that are in-
       licensed for TERN-101 and TERN-201.
TRN-000632 Exclusive Option and License agreement with Hansoh Pharmaceuticals,
page 134

12.    We note the aggregate amount of milestone payments that Hansoh has
agreed to pay you
       upon the achievement of pre-specified milestones. Please disclose
whether any milestone
       payments have been made to date and the significant milestones that need
to be achieved
       to receive the payments.
Notes to Consolidated Financial Statements
Note 1. Nature of the Business and Basis of Presentation
Variable Interest Entity, page F-7

13.    Please tell us where you have complied with the disclosure requirements
under ASC 810-
       50-3 or tell us why the disclosures are not warranted.

14.    Please supplementally provide us with copies of all written
communications, as defined in
       Rule 405 under the Securities Act, that you or anyone authorized to do
so on your behalf,
       present to potential investors in reliance on Section 5(d) of the
Securities Act, whether or
       not they retain copies of the communications.
       You may contact David Burton at 202-551-3626 or Sasha Parikh at
202-551-3627 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Chris Edwards at 202-551-6761 or Celeste Murphy at 202-551-3257 with
any other

FirstName LastNameSenthil Sundaram
                                                             Division of
Corporation Finance
Comapany NameTerns Pharmaceuticals, Inc.
                                                             Office of Life
December 7, 2020 Page 3
cc:       Brian Cuneo
FirstName LastName