Terns Pharmaceuticals (TERN) investor relations material

Executive summary

• Entered into a definitive merger agreement with Merck Sharp & Dohme LLC on March 24, 2026, for a $53.00 per share cash tender offer, with closing expected in Q2 2026.

• Lead asset TERN-701, an oral allosteric BCR-ABL1 inhibitor for CML, advanced through Phase 1/2 with strong efficacy and safety data; pivotal Phase 3 trials planned for late 2026 or early 2027.

• Company remains a clinical-stage oncology firm with no commercial products and is seeking partners for legacy metabolic programs.

Financial highlights

• Net loss for 2025 was $96.2 million, compared to $88.9 million in 2024, driven by increased R&D and G&A expenses.

• Research and development expenses rose to $77.9 million in 2025 from $70.1 million in 2024, primarily due to higher clinical and preclinical program costs.

• Cash, cash equivalents, and marketable securities totaled $1.02 billion as of December 31, 2025, following significant equity financings in September 2024 and December 2025.

• No product revenue; funding primarily from equity offerings and milestone/license payments.

Outlook and guidance

• Existing capital resources expected to fund operations into 2031.

• Focus remains on advancing TERN-701 into pivotal trials and potential commercial launch, subject to trial outcomes and regulatory review.

• Pending merger with Merck introduces uncertainty regarding future operations and strategic direction.