SC 13G: Terns Pharmaceuticals, Inc.
Ticker: TERN · Form: SC 13G · Filed: Jun 7, 2024 · CIK: 1831363
Sentiment: neutral
Topics: sc-13g
AI Summary
SC 13G filing by Terns Pharmaceuticals, Inc..
Risk Assessment
Risk Level: low
Filing Stats: 2,446 words · 10 min read · ~8 pages · Grade level 9.6 · Accepted 2024-06-07 08:30:01
Key Financial Figures
- $0.0001 — ame of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securiti
Filing Documents
- ea0207479-13gsoleus_terns.htm (SC 13G) — 104KB
- 0001213900-24-050532.txt ( ) — 106KB
From the Filing
SC 13G 1 ea0207479-13gsoleus_terns.htm SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Terns Pharmaceuticals, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 880881107 (CUSIP Number) June 6, 2024 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: Rule 13d-1(b) Rule 13d-1(c) Rule 13d-1(d) * The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). CUSIP No. 880881107 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Soleus Capital Master Fund, L.P. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ( b) 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 5 SOLE VOTING POWER 0 6 SHARED VOTING POWER 3,341,120 (1) 7 SOLE DISPOSITIVE POWER 0 8 SHARED DISPOSITIVE POWER 3,341,120 (1) 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,341,120 (1) 10 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 5.2% (2) 12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) FI FOOTNOTES (1) The shares of common stock reported in this row are held by Soleus Capital Master Fund, L.P. (“Master Fund”). Soleus Capital, LLC (“Soleus Capital”) is the sole general partner of Master Fund and thus holds voting and dispositive power over the shares held by Master Fund. Soleus Capital Group, LLC (“SCG”) is the sole managing member of Soleus Capital. Mr. Guy Levy is the sole managing member of SCG. Each of SCG, Soleus Capital and Mr. Guy Levy disclaims beneficial ownership of these securities held by Master Fund and this report shall not be deemed an admission that they are the beneficial owners of such securities for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or for any other purpose, except to the extent of their respective pecuniary interests therein. (2) This percentage is calculated based upon 64,677,145 shares of the common stock of the Issuer (“Common Stock”) outstanding as of May 3, 2024, as reported in the Issuer’s Quarterly Report on Form 10-Q for the period ended March 31, 2024 filed with the Securities and Exchange Commission on May 13, 2024 (the “Form 10-Q”). 2 CUSIP No. 880881107 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Soleus Capital, LLC 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ( b) 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 5 SOLE VOTING POWER 0 6 SHARED VOTING POWER 3,341,120 (1) 7 SOLE DISPOSITIVE POWER 0 8 SHARED DISPOSITIVE POWER 3,341,120 (1) 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,341,120 (1) 10 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 5.2% (2) 12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) OO FOOTNOTES (1) The shares of common stock reported in this row are held by Master Fund. Soleus Capital is the sole general partner of Master Fund and thus holds voting and dispositive power over the shares held by Master Fund. SCG is the sole managing member of Soleus Capital. Mr. Guy Levy is the sole managing member of SCG. Each of SCG, Soleus Capital and Mr. Guy Levy disclaims beneficial ownership of these securities held by Master Fund and this report shall not be deemed an admission that they are the beneficial owners of such securities for purposes of Section 13(d) of the Exchange Act, or for any other purpose, except to the extent of their respective pecuniary interests therein. (2) This percentage is calculated based upon 64,677,145 shares of Common Stock outstanding as of May 3, 2024, as reported in the Form 10-Q. 3 CUSIP No. 880881107 1 NAMES OF REPORTING PERSONS I.R.S.