Terns Pharmaceuticals, Inc.
1065 East Hillsdale Blvd., Suite 100
Foster City, California 94404
March 10, 2022
VIA EDGAR
United States Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549-6010
Attention: Michael Davis and Celeste Murphy
| Re: | Terns Pharmaceuticals, Inc. |
| Registration Statement on Form S-3 (Registration No. 333- 263370) |
Ladies and Gentlemen:
In accordance with Rule 461 under the Securities Act of 1933, as amended, we hereby request acceleration of the effective date of the Registration Statement on Form S-3 (File No. 333-263370) (the “Registration Statement”) of Terns Pharmaceuticals, Inc. We respectfully request that the Registration Statement become effective as of 4:00 p.m., Washington, D.C. time, on March 14, 2022, or as soon as practicable thereafter. Once the Registration Statement has been declared effective, please orally confirm that event with our counsel, Latham & Watkins LLP, by calling Brian Cuneo at (650) 463-3014.
Thank you for your assistance in this matter.
| Very truly yours, | ||
| TERNS PHARMACEUTICALS, INC. | ||
| By: | /s/ Mark Vignola | |
| Mark Vignola | ||
| Chief Financial Officer | ||
| CC: | Senthil Sundaram, Terns Pharmaceuticals, Inc. |
Bryan Yoon, Terns Pharmaceuticals, Inc.
Brian Cuneo, Latham & Watkins LLP
Tess Bloom, Latham & Watkins LLP
Yasin Keshvargar, Davis Polk & Wardwell LLP