# Terns Pharmaceuticals, Inc. (TERN) — merger [completed]
Source: sec.gov · situation sit_77be3b1261c3f2f06fd9 · public 1750557104625501670 · retrieved 2026-08-21T15:16:47.643Z

## Overview
As soon as practicable following consummation of the Offer, subject to the terms and conditions of the Merger Agreement and in accordance with Section 251(h) of the General Corporation Law of the State of Delaware, Purchaser will merge with and into us (the Merger, which, together with the Offer and the other transactions contemplated by the Merger Agreement, are referred to as the Transactions), with us surviving the Merger as a wholly owned subsidiary of Parent.

## Key dates
- Announced 2026-04-24 · Completed 2026-04-07

## Timeline
- 2026-04-07 · SC 14D9 (0001193125-26-144549): SC 14D9 - Terns Pharmaceuticals, Inc. — *As soon as practicable following consummation of the Offer, subject to the terms and conditions of the Merger Agreement and in accordance with Section 251(h) of the General Corporation Law of the State of Delaware, Purchaser will merge with and into us (the Merger, which, together with the Offer and the other transactions contemplated by the Merger Agreement, are referred to as the Transactions), with us surviving the Merger as a wholly owned subsidiary of Parent.* Following March 24, 2026, the date that Terns entered into the Merger Agreement, (i) no new participants will be permitted to participate in the Company ESPP, (ii) active participants will not be able to increase their payroll deductions or purchase elections under the Company ESPP and (iii) no Offering Period or Purchase Period (each as defined in the Company ESPP) will be commenced.
  https://www.sec.gov/Archives/edgar/data/1831363/0001193125-26-144549.txt
- 2026-04-24 · SC 14D9/A (0001193125-26-175122): SC 14D9/A - Terns Pharmaceuticals, Inc. — *As soon as practicable following consummation of the Offer, subject to the terms and conditions of the Merger Agreement and in accordance with Section 251(h) of the General Corporation Law of the State of Delaware, Purchaser will merge with and into us (the Merger, which, together with the Offer and the other transactions contemplated by the Merger Agreement, are referred to as the Transactions), with us surviving the Merger as a wholly owned subsidiary of Parent.*
  https://www.sec.gov/Archives/edgar/data/1831363/0001193125-26-175122.txt
- 2026-05-05 · SC 14D9/A (0001193125-26-205293): SC 14D9/A - Terns Pharmaceuticals, Inc. — *As soon as practicable following consummation of the Offer, subject to the terms and conditions of the Merger Agreement and in accordance with Section 251(h) of the General Corporation Law of the State of Delaware, Purchaser will merge with and into us (the Merger, which, together with the Offer and the other transactions contemplated by the Merger Agreement, are referred to as the Transactions), with us surviving the Merger as a wholly owned subsidiary of Parent.*
  https://www.sec.gov/Archives/edgar/data/1831363/0001193125-26-205293.txt

## Citations
- 0001193125-26-144549 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000119312526144549
- 0001193125-26-175122 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000119312526175122
- 0001193125-26-205293 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000119312526205293