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Filing Details

Accession Number:: 0001213900-22-048763
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2022-08-16 20:44:38
Reporting Period:: 2022-08-12

Accepted Time:: 2022-08-16 20:44:38
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1831363	Terns Pharmaceuticals Inc.	TERN	()	1231

Insiders

Cik	Name	Reported Address	Director	Officer	Large Shareholder	Other
1618788	Vivo Capital Fund Viii, L.p.	192 Lytton Avenue Palo Alto, CA 94301	No	No	Yes	No
1618789	Vivo Capital Viii, Llc	192 Lytton Avenue Palo Alto, CA 94301	No	No	Yes	No
1628048	Vivo Capital Surplus Fund Viii, L.p.	192 Lytton Avenue Palo Alto, CA 94301	No	No	Yes	No
1728970	Vivo Opportunity, Llc	192 Lytton Avenue Palo Alto, CA 94301	No	No	Yes	No
1930214	Vivo Opportunity Fund Holdings, L.p.	192 Lytton Avenue Palo Alto, CA 94301	No	No	Yes	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Common Stock	Acquisiton	2022-08-12	1,123,021	$2.98	1,480,374	No	4	P	Indirect	By Vivo Opportunity Fund Holdings, L.P.
Common Stock	Acquisiton	2022-08-15	1,218	$2.99	1,481,592	No	4	P	Indirect	By: Vivo Opportunity Fund Holdings, L.P.
Common Stock	Acquisiton	2022-08-16	1,500,000	$2.42	2,981,592	No	4	P	Indirect	By: Vivo Opportunity Fund Holdings, L.P.

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	P	Indirect	By Vivo Opportunity Fund Holdings, L.P.
No	4	P	Indirect	By: Vivo Opportunity Fund Holdings, L.P.
No	4	P	Indirect	By: Vivo Opportunity Fund Holdings, L.P.

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Common Stock	Pre-funded Warrants (right to buy)	Acquisiton	2022-08-16	1,500,000	$2.42	1,500,000	$0.00

Remaning Holdings	Exercise Date	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
1,500,000			No	4	P	Indirect

Reported Non-Derivative Holdings

Sec. Name	Remaning Holdings	Nature of Ownership	Explanation
Common Stock	2,036,557	Indirect	By: Vivo Capital Fund VIII, L.P.
Common Stock	281,223	Indirect	By: Vivo Capital Surplus Fund VIII, L.P.

Footnotes

Vivo Opportunity, LLC is the general partner of Vivo Opportunity Fund Holdings, L.P., the record holder of the securities. Gaurav Aggarwal, Hongbo Lu, Kevin Dai, Frank Kung and Michael Chang are managing members of Vivo Opportunity, LLC and may be deemed to share voting and dispositive power over the securities held by Vivo Opportunity Fund Holdings, L.P. Each of these individuals disclaims beneficial ownership over such securities except to the extent of his or her pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes.
The price reported herein is a weighted average price. These shares were acquired on the open market in multiple transactions at prices ranging from $2.83 to $3.02, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares acquired at each separate price within the ranges set forth in footnote (2) to this Form 4.
The price reported herein is a weighted average price. These shares were acquired on the open market in multiple transactions at prices ranging from $2.96 to $3.00, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares acquired at each separate price within the ranges set forth in footnote (3) to this Form 4.
The reporting person acquired 1,500,000 shares of Common Stock at $2.42 per share and 1,500,000 pre-funded warrants at $2.41990 per warrant in an underwritten offering.
The pre-funded warrants have no expiration date and are exercisable immediately, to the extent that after giving effect to such exercise the reporting person and its affiliates would beneficially own, for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, no more than 4.99% of the outstanding shares of Common Stock of the Issuer.