Terns Pharmaceuticals, Inc.
1065 East Hillsdale Blvd., Suite 100
Foster City, CA 94404
June 29, 2023
Via EDGAR
U.S. Securities and Exchange Commission
Division of Corporation Finance
Office of Life Sciences
100 F Street, N.E.
Washington, DC 20549
Attn: Christine Torney
Kevin Vaughn
Re: Terns Pharmaceuticals, Inc.
Form 10-K for the Year Ended December 31, 2022
File No. 001-039926
Dear Ms. Torney and Mr. Vaughn:
This letter sets forth the response of Terns Pharmaceuticals, Inc. (the “Company”) to the comment from the staff (the “Staff”) of the Division of Corporation Finance of the U.S. Securities and Exchange Commission (the “Commission”) contained in its comment letter dated June 22, 2023, relating to the above referenced Form 10-K for the fiscal year ended December 31, 2022 (the “2022 Form 10-K”) as filed with the Commission on March 27, 2023.
Set forth below is the Company’s response to the Staff’s comment. For your convenience, the comment is reprinted below in italics, followed by the Company’s response.
Form 10-K for the Year Ended December 31, 2022
Management's Discussion and Analysis of Financial Condition and Results of Operations
Results of Operations
Research and Development Expenses, page 127
U.S. Securities and Exchange Commission
June 29, 2023
Page 2
Response:
In response to the Staff’s comment, the Company proposes to add in its future filings, beginning with the Form 10-Q for the quarter ending June 30, 2023, disclosure consistent with the proposed disclosure set forth on Annex A to this letter for as long as research and development expenses continue to represent a significant portion of the Company’s total expenses. The Company anticipates that the proposed disclosure would be included in Part I, Item 2, Management’s Discussion and Analysis of Financial Condition and Results of Operations under the caption “Results of operations - Research and development expenses”.
* * * *
Please direct any questions or further comments concerning the 2022 Form 10-K or this response letter to the undersigned at (650) 525-5535.
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Sincerely, |
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/s/ Mark Vignola |
Mark Vignola Chief Financial Officer |
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cc: |
Bryan Yoon, Terns Pharmaceuticals, Inc. |
Brian Johnson, WilmerHale
U.S. Securities and Exchange Commission
June 29, 2023
Page 3
ANNEX A
The following table summarizes our research and development expenses for the three and six months ended June 30, 2023 and 2022:
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Three Months Ended June 30, |
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Six Months Ended June 30, |
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(in thousands) |
2023 |
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2022 |
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Change |
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2023 |
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2022 |
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Change |
Research and development expenses |
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External expenses by program: |
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TERN-701 |
$ |
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$ |
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$ |
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$ |
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$ |
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$ |
TERN-501 in combination with TERN-101 |
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TERN-601 |
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Other programs |
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Total external expenses |
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Unallocated internal expenses: |
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Personnel-related expenses |
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Other expenses |
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Total research and development expenses |
$ |
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$ |
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$ |
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$ |
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$ |
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$ |