SecProbe.io

CORRESP
 1
 filename1.htm

 CORRESP

 Terns Pharmaceuticals, Inc.
 1065 East Hillsdale Blvd. Suite
100 Foster City, California 94404
 May 21, 2025 VIA EDGAR SUBMISSION
 U.S. Securities and Exchange Commission Division of
Corporation Finance, Office of Life Sciences 100 F Street, N.E.
 Washington, D.C. 20549 Attention: Daniel Crawford

 Re:
 Terns Pharmaceuticals, Inc.
 Registration Statement on Form S-3
 File No. 333-287092
 Request for Acceleration Ladies and
Gentlemen: Pursuant to Rule 461 under the Securities Act of 1933, as amended, Terns Pharmaceuticals, Inc. hereby requests acceleration of the effective
date of its Registration Statement on Form S-3 (File No. 333-287092), so that it may become effective at 4:00 p.m., Eastern time, on May 23, 2025, or as
soon as practicable thereafter, or at such later time as the Registrant or its counsel may orally request via telephone call to the staff.

 Very truly yours,

 TERNS PHARMACEUTICALS, INC.

 By:

 /s/ Andrew Gengos

 Name: Andrew Gengos

 Title: Chief Financial Officer

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 May 15, 2025

Amy Burroughs
Chief Executive Officer and Director
Terns Pharmaceuticals, Inc.
1065 East Hillsdale Blvd., Suite 100
Foster City, CA 94404

 Re: Terns Pharmaceuticals, Inc.
 Registration Statement on Form S-3
 Filed May 8, 2025
 File No. 333-287092
Dear Amy Burroughs:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
We remind you
that the company and its management are responsible for the accuracy and
adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action
by the staff.

 Please contact Daniel Crawford at 202-551-7767 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Life
Sciences
</TEXT>
</DOCUMENT>

United States securities and exchange commission logo
July 12, 2023
Mark Vignola
Chief Financial Officer
Terns Pharmaceuticals, Inc.
1065 East Hillsdale Blvd
Suite 100
Foster City, CA 94404
Re:Terns Pharmaceuticals, Inc.
Form 10-K for the Year Ended December 31, 2022
File No. 001-039926
Dear Mark Vignola:
            We have completed our review of your filing.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Life Sciences

CORRESP
1
filename1.htm

  CORRESP

  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

  1.Please provide proposed disclosures to be included in future filings to separately quantify your research and development expenses for each of your most significant drug candidate project/programs. To the extent you do not track your research and development cost by drug candidate project/program, please disclose this fact, and provide separate quantification of unallocated expenses by nature or type.

  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.

    Sincerely,

    /s/ Mark Vignola

    Mark Vignola

Chief Financial Officer

    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:

    Three Months Ended June 30,

    Six Months Ended June 30,

    (in thousands)

    2023

    2022

    Change

    2023

    2022

    Change

    Research and development expenses

    External expenses by program:

    TERN-701

     $

     $

     $

     $

     $

     $

    TERN-501 in combination with TERN-101

    TERN-601

    Other programs

    Total external expenses

    Unallocated internal expenses:

    Personnel-related expenses

    Other expenses

    Total research and development expenses

     $

     $

     $

     $

     $

     $

United States securities and exchange commission logo
June 22, 2023
Mark Vignola
Chief Financial Officer
Terns Pharmaceuticals, Inc.
1065 East Hillsdale Blvd
Suite 100
Foster City, CA 94404
Re:Terns Pharmaceuticals, Inc.
Form 10-K for the Year Ended December 31, 2022
File No. 001-039926
Dear Mark Vignola:
            We have limited our review of your filing to the financial statements and related
disclosures and have the following comment.  In our comment, we may ask you to provide us
with information so we may better understand your disclosure.
            Please respond to the comment within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to the comment, we may have additional comments.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Results of Operations
Research and Development Expenses, page 127
1.Please provide proposed disclosures to be included in future filings to separately quantify
your research and development expenses for each of your most significant drug
candidate project/programs. To the extent you do not track your research and development
cost by drug candidate project/program, please disclose this fact, and provide separate
quantification of unallocated expenses by nature or type.
            In closing, we remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.

 FirstName LastNameMark Vignola
 Comapany NameTerns Pharmaceuticals, Inc.
 June 22, 2023 Page 2
 FirstName LastName
Mark Vignola
Terns Pharmaceuticals, Inc.
June 22, 2023
Page 2
            You may contact Christine Torney at 202-551-3652 or Kevin Vaughn at 202-551-3494
with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences

CORRESP
1
filename1.htm

CORRESP

 Terns Pharmaceuticals, Inc.

1065 East Hillsdale Blvd.

 Suite
100

 Foster City, California 94404

February 8, 2023

 VIA EDGAR
SUBMISSION

 U.S. Securities and Exchange Commission

Division of Corporation Finance, Office of Life Sciences

 100 F
Street, N.E.

 Washington, D.C. 20549

 Attention: Cindy
Polynice

Re:

Terns Pharmaceuticals, Inc.
Registration Statement on Form S-3
File No. 333-269508
Request for Acceleration

 Ladies and Gentlemen:

 Pursuant
to Rule 461 under the Securities Act of 1933, as amended, Terns Pharmaceuticals, Inc. hereby requests acceleration of the effective date of its Registration Statement on Form S-3 (File No. 333-269508), so that it may become effective at 4:00 p.m., Eastern time, on February 10, 2023, or as soon as practicable thereafter, or at such later time as the Registrant or its counsel may
orally request via telephone call to the staff.

 Very truly yours,

 TERNS PHARMACEUTICALS, INC.

 By:

 /s/ Bryan Yoon

 Name: Bryan Yoon

Title: Chief Operating Officer & General Counsel

United States securities and exchange commission logo
February 7, 2023
Senthil Sundaram
Chief Executive Officer
Terns Pharmaceuticals, Inc.
1065 East Hillsdale Blvd., Suite 100
Foster City, California 94404
Re:Terns Pharmaceuticals, Inc.
Registration Statement on Form S-3
Filed February 1, 2023
File No. 333-269508
Dear Senthil Sundaram:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Cindy Polynice at 202-551-8707 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Brian Johnson, Esq.

United States securities and exchange commission logo
March 10, 2022
Senthil Sundaram
Chief Executive Officer
Terns Pharmaceuticals, Inc.
1065 East Hillsdale Blvd., Suite 100
Foster City, California 94404
Re:Terns Pharmaceuticals, Inc.
Registration Statement on Form S-3
Filed March 8, 2022
File No. 333-263370
Dear Senthil Sundaram:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Michael Davis at 202-551-4385 or Celeste Murphy at 202-551-3257 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Brian Cuneo

CORRESP
1
filename1.htm

CORRESP

 Terns Pharmaceuticals, Inc.

1065 East Hillsdale Blvd., Suite 100

Foster City, California 94404

March 10, 2022

 VIA EDGAR

United States Securities and Exchange Commission

 Division of
Corporation Finance

 100 F Street, N.E.

 Washington, D.C.
20549-6010

 Attention:         Michael Davis and Celeste Murphy

Re:
 Terns Pharmaceuticals, Inc.

 Registration Statement on Form S-3 (Registration No. 333-
263370)

 Ladies and Gentlemen:

In accordance with Rule 461 under the Securities Act of 1933, as amended, we hereby request acceleration of the effective date of the
Registration Statement on Form S-3 (File No. 333-263370) (the “Registration Statement”) of Terns Pharmaceuticals, Inc. We respectfully
request that the Registration Statement become effective as of 4:00 p.m., Washington, D.C. time, on March 14, 2022, or as soon as practicable thereafter. Once the Registration Statement has been declared effective, please orally confirm that
event with our counsel, Latham & Watkins LLP, by calling Brian Cuneo at (650) 463-3014.

Thank you for your assistance in this matter.

Very truly yours,

TERNS PHARMACEUTICALS, INC.

By:

 /s/ Mark Vignola

Mark Vignola

Chief Financial Officer

CC:
 Senthil Sundaram, Terns Pharmaceuticals, Inc.

Bryan Yoon, Terns Pharmaceuticals, Inc.

 Brian Cuneo,
Latham & Watkins LLP

 Tess Bloom, Latham & Watkins LLP

Yasin Keshvargar, Davis Polk & Wardwell LLP

CORRESP
1
filename1.htm

CORRESP

 140 Scott Drive

 Menlo Park,
California 94025

 Tel: +1.650.328.4600 Fax: +1.650.463.2600

www.lw.com

FIRM / AFFILIATE OFFICES

 February 3, 2021

 Beijing

 Boston

Brussels

Century City

Chicago

 Dubai

Düsseldorf

 Frankfurt

Hamburg

 Hong Kong

Houston

 London

Los Angeles

 Madrid

Milan

 Moscow

 Munich

New York

 Orange County

Paris

 Riyadh

San Diego

 San Francisco

Seoul

 Shanghai

Silicon Valley

 Singapore

Tokyo

Washington, D.C.

 VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

Office of Life Sciences

 100 F
Street, N.E.

 Washington, D.C. 20549-6010

Attention:
 David Burton

 Sasha Parikh

 Chris Edwards

 Celeste Murphy

Re:
 Terns Pharmaceuticals, Inc.

 Amendment No. 1 to Registration Statement on Form S-1

 Filed February 1, 2021

 File No. 333-252180

Ladies and Gentlemen:

Terns Pharmaceuticals, Inc. (the “Company”) confidentially submitted a draft of the above-referenced
Registration Statement (the “Registration Statement”) to the Commission on November 10, 2020, resubmitted to the Commission on December 15, 2020, subsequently filed the Registration Statement with the Commission on
January 15, 2021, and filed Amendment No. 1 to the Registration Statement (the “Amended Registration Statement”) on February 1, 2021. The Company is providing this letter in response to the comment letter to
the Amended Registration Statement received on February 2, 2021 from the staff of the Commission (the “Staff”).

For ease of review, we have set forth below the numbered comment of the Staff’s letter in bold type followed by the
Company’s response thereto.

 February 3, 2021

 Page
 2

 Capitalization, page 82

1.
 Please revise total capitalization as of September 30, 2020, ensuring to exclude cash and cash
equivalents as it is not a component of capitalization.

 Response:    The
Company respectfully acknowledges the Staff’s comment and has revised page 82 of the Registration Statement. The Company respectfully submits that cash and cash equivalents are not included in the total capitalization row in the
“Actual” column (nor “Pro Forma” or “Pro Forma as Adjusted”) of the section titled “Capitalization”.

2.
 Please revise the amount of “Actual” issued and outstanding shares of common stock in your
capitalization table to be consistent with the outstanding shares amount as presented in your condensed consolidated balance sheet as of September 30, 2020 or tell us and revise to disclose your basis for including 83,333 restricted shares that
have not met the vesting criteria in your determination of common shares outstanding as of September 30, 2020 that is reflected in your capitalization table.

Response:    The Company respectfully acknowledges the Staff’s comment and has revised
pages 82 and 83 of the Registration Statement.

 Dilution, page 84

3.
 The historical net tangible book value and historical net tangible book value per share as of
September 30, 2020 appears to include mezzanine equity. Please revise the calculations to exclude mezzanine equity or advise as to the appropriateness of your calculation.

Response:    The Company respectfully acknowledges the Staff’s comment and has revised
pages 84 and 85 of the Registration Statement. The Company advises the Staff that the calculation of the Company’s historical net tangible book value and historical net tangible book value per share as of September 30, 2020 in the
revised disclosure excludes both components of mezzanine equity (i.e., noncontrolling interest and convertible preferred stock).

 *
* *

 February 3, 2021

 Page
 3

 We hope the foregoing answers are responsive to your comments. Please do not
hesitate to contact me by telephone at (650) 463-3014 or by fax at (650) 463-2600 with any questions or comments regarding this correspondence.

Very truly yours,

/s/ Brian J. Cuneo

Brian J. Cuneo, Esq.

of LATHAM & WATKINS LLP

cc:
 Senthil Sundaram, Terns Pharmaceuticals, Inc.

 Bryan Yoon, Esq., Terns Pharmaceuticals, Inc.

 Nathan Ajiashvili, Esq., Latham & Watkins LLP

 Michael Podolny, Esq., Latham & Watkins LLP

 Yasin Keshvargar, Esq., Davis Polk & Wardwell LLP

 Alan F. Denenberg, Esq., Davis Polk & Wardwell LLP

CORRESP
1
filename1.htm

CORRESP

 Terns Pharmaceuticals, Inc.

1065 East Hillsdale Blvd., Suite 100

Foster City, California 94404

February 2, 2021

 VIA EDGAR

United States Securities and Exchange Commission

 Division of
Corporation Finance

 Office of Life Sciences

 100 F Street,
N.E.

 Washington, D.C. 20549-6010

Attention:
 David Burton

 Sasha Parikh

 Chris Edwards

 Celeste Murphy

Re:
 Terns Pharmaceuticals, Inc.

 Registration Statement on Form S-1 (Registration No. 333-252180)

 Ladies and Gentlemen:

In accordance with Rule 461 of Regulation C of the General Rules and Regulations under the Securities Act of 1933, as amended, we hereby
request acceleration of the effective date of the Registration Statement on Form S-1 (File No. 333-252180) (the “Registration Statement”) of
Terns Pharmaceuticals, Inc. (the “Company”). We respectfully request that the Registration Statement become effective as of 4:00 p.m., Washington, D.C. time, on February 4, 2021, or as soon as practicable thereafter, or
at such other time as our legal counsel, Latham & Watkins LLP, may request by telephone to the staff of the U.S. Securities and Exchange Commission. Once the Registration Statement has been declared effective, please orally confirm that
event with our counsel, Latham & Watkins LLP, by calling Brian Cuneo at (650) 463-3014 or Michael Podolny at (650) 470-4984.

Under separate cover, you will receive today a letter from the managing underwriters of the proposed offering joining in the Company’s
request for acceleration of the effectiveness of the Registration Statement.

 Thank you for your assistance in this matter.

Very truly yours,

TERNS PHARMACEUTICALS, INC.

By:

/s/ Senthil Sundaram

Senthil Sundaram

Chief Executive Officer

CC:
 Bryan Yoon, Terns Pharmaceuticals, Inc.

 Nathan Ajiashvili, Latham & Watkins LLP

 Brian Cuneo, Latham & Watkins LLP

 Michael Podolny, Latham & Watkins LLP

 Yasin Keshvargar, Davis Polk & Wardwell LLP

 Alan F. Denenberg, Davis Polk & Wardwell LLP

United States securities and exchange commission logo
February 2, 2021
Senthil Sundaram
Chief Executive Officer
Terns Pharmaceuticals, Inc.
1065 East Hillsdale Blvd., Suite 100
Foster City, California 94404
Re:Terns Pharmaceuticals, Inc.
Amendment No. 1 to Registration Statement on Form S-1
Filed February 1, 2021
File No. 333-252180
Dear Mr. Sundaram:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Form S-1 amendment 1 filed February 1, 2021
Capitalization, page 82
1.Please revise total capitalization as of September 30, 2020, ensuring to exclude cash and
cash equivalents as it is not a component of capitalization.
2.Please revise the amount of "Actual" issued and outstanding shares of common stock in
your capitalization table to be consistent with the outstanding shares amount as presented
in your condensed consolidated balance sheet as of September 30, 2020 or tell us and
revise to disclose your basis for including 83,333 restricted shares that have not met the
vesting criteria in your determination of common shares outstanding as of September 30,
2020 that is reflected in your capitalization table.

 FirstName LastNameSenthil Sundaram
 Comapany NameTerns Pharmaceuticals, Inc.
 February 2, 2021 Page 2
 FirstName LastName
Senthil Sundaram
Terns Pharmaceuticals, Inc.
February 2, 2021
Page 2
Dilution, page 84
3.The historical net tangible book value and historical net tangible book value per share as
of September 30, 2020 appears to include mezzanine equity. Please revise the calculations
to exclude mezzanine equity or advise as to the appropriateness of your calculation.
            You may contact David Burton at 202-551-3626 or Sasha Parikh at 202-551-3627 if you
have questions regarding comments on the financial statements and related matters.  Please
contact Chris Edwards at 202-551-6761 or Celeste Murphy at 202-551-3257 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Brian Cuneo

CORRESP
1
filename1.htm

CORRESP

 J.P. Morgan Securities LLC

383 Madison Avenue

 New York, NY 10179

Goldman Sachs & Co. LLC

 200 West Street

New York, NY 10282

 Cowen and Company, LLC

599 Lexington Avenue

 New York, NY 10022

February 2, 2021

 VIA EDGAR

 U.S. Securities and Exchange Commission

 Division
of Corporation Finance

 100 F Street, N.E.

 Washington, D.C.
20549

Re:
 Terns Pharmaceuticals, Inc.

 Registration Statement on Form S-1 (File No. 333-252180)

 Request for Acceleration of Effective Date

Ladies and Gentlemen:

 In accordance with
Rule 461 under the Securities Act of 1933, as amended (the “Act”), we, as representatives of the several underwriters, hereby join in the request of Terns Pharmaceuticals, Inc. (the “Company”) for acceleration
of the effective date of the above-named Registration Statement so that it becomes effective at 4:00 PM, Eastern Time, on February 4, 2021, or as soon thereafter as practicable, or at such other time as the Company or its outside counsel,
Latham & Watkins LLP, request by telephone that such Registration Statement be declared effective.

 Pursuant to Rule 460
under the Act, we, as representatives of the several underwriters, wish to advise you that there will be distributed to each Underwriter or dealer, who is reasonably anticipated to participate in the distribution of the securities, as many copies of
the proposed form of preliminary prospectus as appears to be reasonable to secure adequate distribution of the preliminary prospectus.

We, the undersigned, as representatives of the several underwriters, have complied and will comply, and we have been informed by the
participating underwriters that they have complied and will comply, with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

 Very truly yours,

 Acting severally on behalf of themselves and the

several underwriters

 J.P. MORGAN SECURITIES LLC

 By:

 /s/ David Ke

 Name:

 David Ke

 Title:

 Executive Director

 GOLDMAN SACHS & CO. LLC

 By:

 /s/ Elizabeth Wood

 Name:

 Elizabeth Wood

 Title:

 Managing Director

 COWEN AND COMPANY, LLC

 By:

 /s/ Bill Follis

 Name:

 Bill Follis

 Title:

 Managing Director

 [Signature Page to
Underwriters’ Acceleration Request]

CORRESP
1
filename1.htm

CORRESP

 February 1, 2021

VIA EDGAR

 United
States Securities and Exchange Commission

 Division of Corporation Finance

Office of Life Sciences

 100 F
Street, N.E.

 Washington, D.C. 20549-6010

Attention:    David Burton

Sasha Parikh

Chris Edwards

Celeste Murphy

Re:
 Terns Pharmaceuticals, Inc.

 Registration Statement on Form S-1

 Filed January 15, 2021

 File No. 333-252180

Ladies and Gentlemen:

Terns Pharmaceuticals, Inc. (the “Company”) confidentially submitted a draft of the above-referenced
Registration Statement (the “Registration Statement”) to the Commission on November 10, 2020, resubmitted to the Commission on December 15, 2020, and subsequently filed the Registration Statement with the Commission
on January 15, 2021. The Company is providing this letter in response to the comment letter to the Registration Statement received on January 29, 2021 from the staff of the Commission (the “Staff”).

For ease of review, we have set forth below the numbered comment of the Staff’s letter in bold type followed by the
Company’s response thereto.

 February 1, 2021

Page 2

 Management’s Discussion and Analysis of Financial Condition and Results of Operations

 Critical accounting policies and significant judgments and estimates

Common stock valuation methodology, page 105

1.
 In your response dated January 26, 2021, you noted that in October 2020 you reassessed the grant
date fair value of all your grants made during the nine month period ended September 30, 2020. Your response does not address how you assessed the impact of the revaluation on your previously issued financial statements. If true, please revise
your disclosure to confirm that you determined that the incremental stock compensation applicable to the historical quarterly periods was immaterial to those respective periods. In addition, revise your disclosure to quantify the aggregate number of
options granted that were impacted by the retrospective valuation of your common stock as of September 1, 2020, the aggregate stock compensation to be recorded in the three month period ended December 31, 2020, and the incremental
additional stock compensation expense that will be recorded in the three month period ended December 31, 2020 as a result of this retrospective valuation.

Response:    The Company respectfully acknowledges the Staff’s comment. In furtherance of the
discussion with Ms. Parikh of the Staff on Friday, January 29, 2021, the Company submits this response in order to clarify its supplemental response of January 26, 2021 responding to the Staff’s Comment #8 of its letter dated
December 7, 2020. The Company respectfully advises the Staff that the aggregate stock compensation expense recorded for the nine months ended September 30, 2020 reflects the grant date fair value for option awards granted during such
period utilizing the retrospective valuations received in October 2020 (e.g., there is no incremental stock compensation expense applicable to the historical quarterly periods). For further clarity, in light of the foregoing, the Company confirms
that no additional stock compensation expense as a result of the reassessed value will be recorded in the Company’s operating expenses in the financial statements covering the three months ended December 31, 2020. The Company has revised
page 106 of the Registration Statement to further clarify that the aggregate stock compensation expense for the nine months ended September 30, 2020 reflects the reassessed grant date fair value from the retrospective valuations received
in October 2020.

 Notes to Unaudited Condensed Consolidated Financial Statements

14. Subsequent Events, page F-57

2.
 We note that the December 2020 option grant appears to be included in disclosure provided in Item 15.
Recent Sales of Unregistered Securities: Equity Plan-Related Issuances on page II-2. Further, you state in your response dated January 26, 2021 that you anticipate using the initial public offering
price as the grant date fair value for your grant of options in December 2020. Please revise Note 14 to disclose all of the relevant information regarding your grant of options in December 2020, including how you intend to value these options.

 Response:    The Company respectfully acknowledges the Staff’s
comment and has revised page F-58 of the Registration Statement to provide the material information related to the stock options granted on December 30, 2020, including the aggregate number of shares exercisable underlying the stock option
grants, the vesting period for such grants, the exercise price of the stock option awards and the Company’s intention to utilize the price to the public for purposes of the grant date fair value for recording stock compensation expense for the
three months ended December 31, 2020 in light of the proximity of the grants to the Company’s IPO.

 * * *

 February 1, 2021

Page 3

 We hope the foregoing answers are responsive to your comments. Please do not hesitate to
contact me by telephone at (650) 463- 3014 or by fax at (650) 463-2600 with any questions or comments regarding this correspondence.

Very truly yours,

/s/ Brian Cuneo

Brian J. Cuneo, Esq.

of LATHAM & WATKINS LLP

cc:
 Senthil Sundaram, Terns Pharmaceuticals, Inc.

 Bryan Yoon, Esq., Terns Pharmaceuticals, Inc.

 Nathan Ajiashvili, Esq., Latham & Watkins LLP

 Michael Podolny, Esq., Latham & Watkins LLP

 Yasin Keshvargar, Esq., Davis Polk & Wardwell LLP

 Alan F. Denenberg, Esq., Davis Polk & Wardwell LLP

United States securities and exchange commission logo
January 29, 2021
Senthil Sundaram
Chief Executive Officer
Terns Pharmaceuticals, Inc.
1065 East Hillsdale Blvd., Suite 100
Foster City, California 94404
Re:Terns Pharmaceuticals, Inc.
Registration Statement on Form S-1
Filed January 15, 2021
File No. 333-252180
Dear Mr. Sundaram:
            We have reviewed your registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Form S-1 filed January 15, 2021
Management's Discussion and Analysis of Financial Condition and Results of Operations
Critical accounting policies and significant judgments and estimates
Common stock valuation methodology, page 105
1.In your response dated January 26, 2021, you noted that in October 2020 you reassessed
the grant date fair value of all your grants made during the nine month period ended
September 30, 2020.  Your response does not address how you assessed the impact of the
revaluation on your previously issued financial statements.  If true, please revise your
disclosure to confirm that you determined that the incremental stock compensation
applicable to the historical quarterly periods was immaterial to those respective
periods.  In addition, revise your disclosure to quantify the aggregate number of options
granted that were impacted by the retrospective valuation of your common stock as of

 FirstName LastNameSenthil Sundaram
 Comapany NameTerns Pharmaceuticals, Inc.
 January 29, 2021 Page 2
 FirstName LastName
Senthil Sundaram
Terns Pharmaceuticals, Inc.
January 29, 2021
Page 2
September 1, 2020, the aggregate stock compensation to be recorded in the three month
period ended December 31, 2020, and the incremental additional stock compensation
expense that will be recorded in the three month period ended December 31, 2020 as a
result of this retrospective valuation.
Notes to Unaudited Condensed Consolidated Financial Statements
14. Subsequent Events, page F-57
2.We note that the December 2020 option grant appears to be included in disclosure
provided in Item 15. Recent Sales of Unregistered Securities: Equity Plan-Related
Issuances on page II-2. Further, you state in your response dated January 26, 2021 that
you anticipate using the initial public offering price as the grant date fair value for your
grant of options in December 2020.  Please revise Note 14 to disclose all of the relevant
information regarding your grant of options in December 2020, including how you intend
to value these options.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            You may contact David Burton at 202-551-3626 or Sasha Parikh at 202-551-3627 if you
have questions regarding comments on the financial statements and related matters.  Please
contact Chris Edwards at 202-551-6761 or Celeste Murphy at 202-551-3257 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Brian Cuneo

CORRESP
1
filename1.htm

CORRESP

 140 Scott Drive

Menlo Park, California 94025

Tel: +1.650.328.4600 Fax: +1.650.463.2600

www.lw.com

FIRM / AFFILIATE OFFICES

Abu Dhabi

Milan

Barcelona

Moscow

Beijing

Munich

Boston

New Jersey

Brussels

New York

Century City

Orange County

Chicago

Paris

Dubai

Riyadh

January 26, 2021

Düsseldorf

Rome

Frankfurt

San Diego

Hamburg

San Francisco

Hong Kong

Shanghai

Houston

Silicon Valley

London

Singapore

Los Angeles

Tokyo

Madrid

Washington, D.C.

 VIA EDGAR AND HAND DELIVERY

United States Securities and Exchange Commission

 FOIA Confidential Treatment

Requested Under 17 C.F.R. § 200.83

Division of Corporation Finance

Office of Healthcare & Insurance

100 F Street, N.E.

Washington, D.C. 20549

 Attention:  David Burton

        Sasha Parikh

        Chris Edwards

        Celeste Murphy

Re:    Terns Pharmaceuticals, Inc.

Registration Statement on Form S-1

Filed on January 15, 2021

File No. 333-252180

Ladies and Gentlemen:

 On behalf of Terns
Pharmaceuticals, Inc. (the “Company”), we submit this letter (this “Letter”) to the staff (the “Staff”) of the Securities and Exchange Commission (the
“Commission”). The Company confidentially submitted a draft of the above-referenced Registration Statement (the “Registration Statement”) to the Commission on November 10, 2020, resubmitted to the
Commission on December 15, 2020, and subsequently filed the Registration Statement with the Commission on January 15, 2021.

 [***] Certain
information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to portions of this letter.

CONFIDENTIAL TREATMENT REQUESTED BY

TERNS PHARMACEUTICALS, INC.

 January 26, 2021

 Page
 2

 The purpose of this Letter is to provide supplemental information to the Staff with respect
to the accounting treatment for stock-based compensation for its consideration during the review cycle so that the Company may be in a position to print a preliminary prospectus as promptly as practicable. In particular, the Company references
Comment #8 of the Staff’s letter dated December 7, 2020 with respect to providing an explanation for the determination of the fair value of the common stock underlying the Company’s equity issuances and the reasons for any differences
between the recent valuations of its common stock and the estimated offering price. The supplemental response set forth below is based upon information provided to Latham & Watkins LLP by the Company.

On behalf of the Company, we are respectfully requesting confidential treatment for specified portions of this Letter pursuant to Rule 83
promulgated by the Commission (17 C.F.R. § 200.83). This Letter is accompanied by such request for confidential treatment because of the commercially sensitive nature of the information discussed in this Letter. A redacted version of this
letter will be filed with the Commission on EDGAR, omitting the confidential information.

 The Company’s discussion of its accounting
for stock-based compensation is primarily contained within the sections of the Registration Statement entitled “Management’s discussion and analysis of financial condition and results of operations—Critical accounting policies and
significant judgments and estimates—Fair value of common stock” and “—Common stock valuation methodology” (the “MD&A”) and appears on pages 104 through 106 of the Registration Statement. This
Letter sets forth the Company’s analysis of the equity award grants made by the Company from January 1, 2020 to the date hereof.

The Company supplementally advises the Staff that, while not reflected in the Registration Statement, based on discussions with the
Company’s Board of Directors (the “Board of Directors”) and reflecting the input from the lead underwriters for its initial public offering (“IPO”), the Company currently anticipates an
approximate price range of $[***] to $[***] per share for the Company’s common stock (the “Preliminary IPO Price Range”), with a midpoint of the anticipated range of approximately $[***] per share (the
“Preliminary Assumed IPO Price”). The Preliminary IPO Price Range and Preliminary Assumed IPO Price do not reflect any stock split that the Company might affect prior to the Commission’s declaration of effectiveness of
the Registration Statement. The Company is currently anticipating implementing an approximate [***]-to-1 reverse stock split, which would result in a post-split Preliminary IPO Price Range of $[***] to $[***]
per share, with a midpoint of $[***] per share. The post-split price range will be narrowed within the Preliminary IPO Price Range prior to distribution of the preliminary prospectus in connection with the Company’s road show. For consistency
with the Registration Statement, all data in this Letter is reflected on a pre-split basis, unless otherwise expressly noted.

 [***] Certain information in this
document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to portions of this letter.

CONFIDENTIAL TREATMENT REQUESTED BY

TERNS PHARMACEUTICALS, INC.

 January 26, 2021

 Page
 3

 The Company’s final post-split Preliminary IPO Price Range remains under discussion
between the Company and the lead underwriters, and a bona fide price range will be included in an amendment to the Registration Statement prior to any distribution of the preliminary prospectus in connection with the Company’s road show.

STOCK OPTION GRANTS SINCE SEPTEMBER 30, 2019

The following table summarizes by grant date the number of shares of common stock underlying stock options granted since September 30,
2019, as well as the associated per share exercise price and the estimated fair value per share of the Company’s common stock used to determine stock-based compensation expense for financial reporting purposes.

 Grant
Date(a)

Number of Shares
Underlying Options
Grants

Exercise Price
Per Share

Estimated
Fair Value –
Financial
Reporting
Purposes

March 16, 2020

[***]

$[***]

$[***] (b)

June 24, 2020

[***]

$[***]

$[***]
(b)

July 31, 2020

[***]

$[***]

$[***]
(b)

August 13, 2020

[***]

$[***]

$[***]
(b)

September 10, 2020

[***]

$[***]

$[***]
(b)

December 30, 2020

[***]

$[***]

*(c)

(a)
 No equity grants were awarded between October 1, 2019 and March 15, 2020.

(b)
 Represents the fair value per share of the underlying common stock for financial reporting purposes used to
calculate the grant date fair value of the stock options issued on the applicable date for which compensation expense is recognized for the nine month period ended September 30, 2020. See below for discussion on the Company’s retrospective
review of estimated fair value.

(c)
 The Company has not completed its financial reporting for the three month period ended December 31, 2020;
however, in light of the proximity of the grants to the IPO, the Company anticipates utilizing the price to the public for purposes of the grant date fair value for recording stock compensation expense for the three month period ended
December 31, 2020.

 HISTORICAL FAIR VALUE DETERMINATION AND METHODOLOGY

The Company has historically determined the fair value of its common stock using methodologies, approaches and assumptions consistent with the
American Institute of Certified Public Accountants Accounting and Valuation Guide, Valuation of Privately-Held-Company Equity Securities Issued as Compensation (the “AICPA Practice Guide”). In addition, the Board of
Directors also considered numerous objective and subjective factors, along with input from management and third-party valuations to determine the fair value of the Company’s common stock as disclosed in the Registration Statement.

 [***] Certain information in this
document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to portions of this letter.

CONFIDENTIAL TREATMENT REQUESTED BY

TERNS PHARMACEUTICALS, INC.

 January 26, 2021

 Page
 4

 As described in MD&A, the Company has utilized the option-pricing method
(“OPM”) for determining the fair value of its common stock, and in October 2020 the Company performed a retrospective valuation as of June 24, 2019 and June 1, 2020 and conducted a new valuation as of
September 1, 2020. For the June 1, 2020 and September 1, 2020 valuations the Company utilized the probability-weighted expected return method (“PWERM”) for determining the fair value of its common stock. The
OPM approach estimates value based on the expectation of future cash flows that a company will generate such as cash earnings, cost savings, tax deductions, and the proceeds from disposition. These cash flows are discounted to the present using a
rate of return that incorporates the risk-free rate for the use of funds, the expected rate of inflation, and risks associated with the particular investment. The selected discount rate is generally based on rates of return available from
alternative investments of similar type, quality, and risk. Once the value of the company is estimated, it is allocated to the common stock using the OPM. The OPM values each equity class by creating a series of call options on the equity value,
with exercise prices based on the liquidation preferences and conversion terms of each equity class. Under the PWERM, the per share value of the common stock is estimated based upon the probability-weighted present value of expected future equity
values for the common stock, under various possible future liquidity event scenarios, in light of the rights and preferences of each class of stock, discounted for a lack of marketability. In the valuations conducted in October 2020, the Company
also incorporated the hybrid method by estimating the probability-weighted value across multiple scenarios but using the OPM to estimate the allocation of value within one or more of the scenarios. The Company determined to incorporate the PWERM
into its valuation methodology as values associated with various potential outcomes were considered estimable, in light of the Company’s stage of development, operating results, its prospects for an IPO in the near term, general conditions in
the capital markets, including with respect to IPOs, and the relative likelihood of achieving a liquidity event such as an IPO in light of prevailing market conditions.

At each grant date, the Board of Directors evaluated any recent events and their potential impact on the estimated fair value per share of the
common stock. For grants of stock awards made on dates for which there was no concurrent independent third-party valuation, the Board of Directors determined the fair value of the common stock on the date of grant taking into consideration the
immediately preceding valuation report as well as other pertinent information available at the time of the grant.

 RECENT VALUATIONS AND OPTION
GRANTS

 June 24, 2019 Valuation and March 16, 2020 and June 24, 2020 Grants

A valuation was performed by the Company with the assistance of a third-party independent valuation specialist that determined the fair value
of the Company’s common stock as of June 24, 2019 to be $[***] per share (the “June 2019 Valuation”). For purposes of the June 2019 Valuation, the third-party firm relied on a combination of the income
approach’s discounted cash flow method to estimate the Company’s total equity value and the OPM to allocate the Company’s total equity value among its equity owners. The value allocated to the common stock through the OPM was $[***]
per share, on a marketable basis. A discount for lack of marketability (“DLOM”) of [***]% was then applied, resulting in a fair value of the Company’s common stock of $[***] per share on a minority, non-marketable basis.

 [***] Certain information in this
document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to portions of this letter.

CONFIDENTIAL TREATMENT REQUESTED BY

TERNS PHARMACEUTICALS, INC.

 January 26, 2021

 Page
 5

 In connection with the grants of stock options made on March 16, 2020 and June 24,
2020, the Board, with input from management, concluded that the estimated fair value of the Company’s common stock was $[***] per share in consideration of the valuation analysis as of June 24, 2019, and other objective and subjective
factors described on page 105 of the Registration Statement. On each grant date, the Board of Directors concluded that there had not been an increase to the fair value of the Company’s common stock. During this period, the Company continued to
progress in its research and development efforts, but no event or events occurred during this period that caused the Board of Directors to conclude that there had been an increase to the fair value of the Company’s common stock.

June 1, 2020 Valuation and July 31, 2020, August 13, 2020 and September 10, 2020 Grants

A valuation was performed by the Company with the assistance of a third-party independent valuation specialist that determined the fair value
of the Company’s common stock as of June 1, 2020 to be $[***] per share (the “June 2020 Valuation”).

For the June 2020 Valuation, the Company employed the PWERM to compute the probability-weighted value of the common stock across two
scenarios. The Company anticipated two potential future events (collectively, the “June 2020 Scenarios”):

 (i) an IPO in [***]
(the “June 2020 IPO Scenario”); and

 (ii) the Company continuing to remain privately held for approximately [***] years (the
“June 2020 Stay Private Scenario”).

 The Company weighted the aggregate probability of the June 2020 IPO Scenario
at [***]% and the June 2020 Stay Private Scenario at [***]%. The Company believes that the June 2020 Scenarios used in the June 2020 Valuation and the probability weighting of each such event were appropriate at the time, in light of the
Company’s stage of development and operating results, its prospects for an IPO in the near term, the feasibility of completing an IPO, and general conditions in the capital markets, including with respect to IPOs. The timing of these scenarios
was determined based primarily on input from the Board of Directors and management.

 [***] Certain information in this
document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to portions of this letter.

CONFIDENTIAL TREATMENT REQUESTED BY

TERNS PHARMACEUTICALS, INC.

 January 26, 2021

 Page
 6

 For purposes of the June 2020 IPO Scenario an equity value of $[***] million was estimated
and for the June 2020 Stay Private Scenario the OPM resulted in an equity value of $[***] million. After a present value discount for the June 2020 IPO Scenario, a DLOM of [***]% was applied in the June 2020 IPO Scenario and a DLOM of [***]% was
applied in the June 2020 Stay Private Scenario to the respective per share equity values. In each case, the DLOM was supported by protective put-option analyses based on the Asian and European Protective Put
Models and an option-based approach based on the Finnerty Model.

 Applying the estimated probabilities of [***]% to the June 2020 IPO
Scenario and [***]% to the June 2020 Stay Private Scenario, the Company estimated that the fair value of common stock as of June 1, 2020 was $[***]per share on a minority, non-marketable
basis.

 In connection with the grants of stock options made on July 31, 2020 August 13, 2020 and
September 10, 2020, the Board, with input from management, concluded that the estimated fair value of the Company’s common stock was $[***] per share in consideration of the valuation analysis as of June 1, 2020, and other objective
and subjective factors described on page 105 of the R

United States securities and exchange commission logo
December 28, 2020
Senthil Sundaram
Chief Executive Officer
Terns Pharmaceuticals, Inc.
1065 East Hillsdale Blvd., Suite 100
Foster City, California 94404
Re:Terns Pharmaceuticals, Inc.
Amendment No.1 to Draft Registration Statement on Form S-1
Filed December 15, 2020
CIK No. 0001831363
Dear Mr. Sundaram:
            We have reviewed your amended draft registration statement and have the following
comment.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  If you do not believe our comment applies to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to the comment and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Amendment No. 1 to Draft Registration Statement on Form S-1
Risk Factors, page 12
1.We note that in response to prior comment number 6 you deleted the risk factor
regarding potential restrictions in China on transferring your scientific data abroad. Please
provide us with your analysis as to why you believe the Measures for the Management of
Scientific Data promulgated by the General Office of the PRC State Council does not
apply to the scientific data resulting from your activities in China.

 FirstName LastNameSenthil Sundaram
 Comapany NameTerns Pharmaceuticals, Inc.
 December 28, 2020 Page 2
 FirstName LastName
Senthil Sundaram
Terns Pharmaceuticals, Inc.
December 28, 2020
Page 2
            You may contact David Burton at 202-551-3626 or Sasha Parikh at 202-551-3627 if you
have questions regarding comments on the financial statements and related matters.  Please
contact Chris Edwards at 202-551-6761 or Celeste Murphy at 202-551-3257 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Brian Cuneo

United States securities and exchange commission logo
December 7, 2020
Senthil Sundaram
Chief Executive Officer
Terns Pharmaceuticals, Inc.
1065 East Hillsdale Blvd., Suite 100
Foster City, California 94404
Re:Terns Pharmaceuticals, Inc.
Draft Registration Statement on Form S-1
Filed November 10, 2020
CIK No. 0001831363
Dear Mr. Sundaram:
            We have reviewed your draft registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Draft Registration Statement on Form S-1
Overview, page 1
1.We note the disclosure that your programs are based on clinically-validated mechanisms
of action. Please provide the basis for this statement.
2.We note your disclosure that you received Fast Track designation from the FDA for
TERN-101 and TERN-201. Please expand your disclosure to explicitly state
that fast track designation does not guarantee an accelerated review by the FDA.
3.We note your statement that in the Phase 1 clinical trials for TERN-101 no pruritus or
adverse lipid changes were observed. Please explain what pruritus is and the effects of
the adverse lipid changes that were observed in clinical trials for other FXR agonists.

 FirstName LastNameSenthil Sundaram
 Comapany NameTerns Pharmaceuticals, Inc.
 December 7, 2020 Page 2
 FirstName LastNameSenthil Sundaram
Terns Pharmaceuticals, Inc.
December 7, 2020
Page 2
4.Please include an organization chart showing your corporate structure.
Our Strategy, page 4
5.We note your statements that your goal is to develop and commercialize "best-in-class"
therapies. This term suggests that your product candidates are effective and likely to be
approved. Please delete these references throughout your document.
Risks Associated with Our Business, page 4
6.Please tell us your consideration of whether the PRC Scientific Data Measures presents a
risk to your business that should be disclosed here.  We note that you may be restricted
from transferring your scientific data abroad, such as your preclinical studies conducted
within China, or to your foreign partners in China.  Please tell us which parts of your
business are relevant to this consideration, including, but not limited to, your preclincial
studies and any other clinical work that provides the basis for current and future INDs or
other approvals with the FDA, and the relevant PRC approvals for sending scientific
data abroad, or to your foreign partners in China. Please also clarify the risk factor on
page 65 to disclose whether the PRC could prevent you from seeking foreign approval and
commercialization of your product candidates.
Management's Discussion and Analysis
Net Loss Attributable to Noncontrolling Interest, page 89
7.Disclose the business reason for establishing Terns China, a financing subsidiary, as a
variable interest entity, including relevant PRC foreign investment rules and regulations.
Describe any operations and intended activities post China Conversion.
Management's Discussion and Alalysis of Financial Condition and Results of Operations
Critical accounting policies and significant judgments and estimates
Common stock valuation methodology, page 100
8.Once you have an estimated offering price or range, please explain to us how you
determined the fair value of the common stock underlying your equity issuances and the
reasons for any differences between the recent valuations of your common stock leading
up to the IPO and the estimated offering price. This information will help facilitate our
review of your accounting for equity issuances including stock compensation and
beneficial conversion features. Please discuss with the staff how to submit your response.
Clinical validation of THR-beta agonism, page 121
9.Please identify the other NASH clinical studies described in this section and the basis for
your belief that histological responses described here may be suitable for accelerated
approval under current draft guidance from the FDA and the type of accelerated approval
this would entail.

 FirstName LastNameSenthil Sundaram
 Comapany NameTerns Pharmaceuticals, Inc.
 December 7, 2020 Page 3
 FirstName LastName
Senthil Sundaram
Terns Pharmaceuticals, Inc.
December 7, 2020
Page 3
Planned TERN-201 Phase 1b clinical trial, page 121
10.Please disclose the number of patients that you expect to enroll and the endpoints of the
Phase 1b clinical trial for TERN-201. Please provide similar disclosure for the planned
clinical trials for TERN-501 that you discuss on page 124.
Intellectual Property, page 129
11.Please clarify the number of patent families that are owned and the number that are in-
licensed for TERN-101 and TERN-201.
TRN-000632 Exclusive Option and License agreement with Hansoh Pharmaceuticals, page 134
12.We note the aggregate amount of milestone payments that Hansoh has agreed to pay you
upon the achievement of pre-specified milestones. Please disclose whether any milestone
payments have been made to date and the significant milestones that need to be achieved
to receive the payments.
Notes to Consolidated Financial Statements
Note 1. Nature of the Business and Basis of Presentation
Variable Interest Entity, page F-7
13.Please tell us where you have complied with the disclosure requirements under ASC 810-
50-3 or tell us why the disclosures are not warranted.
General
14.Please supplementally provide us with copies of all written communications, as defined in
Rule 405 under the Securities Act, that you or anyone authorized to do so on your behalf,
present to potential investors in reliance on Section 5(d) of the Securities Act, whether or
not they retain copies of the communications.
            You may contact David Burton at 202-551-3626 or Sasha Parikh at 202-551-3627 if you
have questions regarding comments on the financial statements and related matters.  Please
contact Chris Edwards at 202-551-6761 or Celeste Murphy at 202-551-3257 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Brian Cuneo