SEC Form 8-K filed by Terns Pharmaceuticals Inc.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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| Item 1.01 | Entry into a Material Definitive Agreement. |
On January 16, 2026, Terns Pharmaceuticals, Inc. (the “Company”) and its subsidiaries entered into an Amendment (the “Amendment”) to its existing Exclusive Option and License Agreement with Hansoh (Shanghai) Healthtech Co., Ltd. and certain of its affiliates (collectively, “Hansoh”), dated July 27, 2020 (the “Option and License Agreement”). Under the Option and License Agreement, Hansoh had previously obtained from the Company an exclusive, sub-licensable and royalty-bearing license under certain patent and other intellectual property rights owned or controlled by the Company to research, develop, manufacture, use, distribute, sell and otherwise exploit therapeutic products containing TERN-701 in the field of oncology in mainland China, Taiwan, Hong Kong and Macau (the “Hansoh Territory”).
Under the Amendment, Hansoh granted the Company an exclusive, royalty-bearing, sublicensable, perpetual, and worldwide (excluding the Hansoh Territory) license, under certain patents and patent applications that were invented by Hansoh and its affiliate Shanghai Hansoh Biomedical Co., Ltd. during its activities under the Option and License Agreement (the “Exclusively Licensed Hansoh Patents”), to research, develop, manufacture, use, distribute, sell and otherwise exploit therapeutic products containing TERN-701 as the sole active ingredient (“701 Products”). This exclusive, sub-licensable and royalty-bearing license replaces a non-exclusive, non-sublicensable (without Hansoh’s consent), royalty-free, fully paid license to the Exclusively Licensed Hansoh Patents that Hansoh had previously granted to CaspianTern, LLC, a subsidiary of the Company, under the Option and License Agreement. Under the terms of the Amendment, the Company is obligated to pay Hansoh a one-time upfront license fee of $1.0 million and tiered royalties ranging from 0.75% to 1.25% on annual net sales of 701 Products in countries in the Company’s territory to the extent the sale of 701 Products is covered by a valid claim of an Exclusively Licensed Hansoh Patent, subject to specified reductions.
The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, which the Company intends to file as an exhibit to its Quarterly Report on Form 10-Q for the quarter ended Marrch 31, 2026.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| TERNS PHARMACEUTICALS, INC. | ||||||
| Date: January 22, 2026 | By: | /s/ Caryn McDowell | ||||
| Caryn McDowell | ||||||
| Chief Legal Officer and Corporate Secretary | ||||||