Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Appointment of Radhika Tripuraneni to the Board of Directors
On July 26, 2022, the Board of Directors (the “Board”) of Terns Pharmaceuticals,
Inc. (the “Company”) appointed Radhika Tripuraneni, M.D., M.P.H. to serve as a
Class II director until her successor is duly elected and qualified or until her
earlier death, resignation or removal. Dr. Tripuraneni was also appointed to the
serve as a member of the Audit Committee of the Board.
There is no arrangement or understanding between Dr. Tripuraneni and any other
person pursuant to which she was appointed as a director of the Company, and
there are no family relationships between Dr. Tripuraneni and any of the
Company’s directors or executive officers. There are no transactions to which
the Company is a party and in which Dr. Tripuraneni has a direct or indirect
material interest that would be required to be disclosed under Item 404(a) of
Dr. Tripuraneni is eligible to receive cash compensation and equity awards
pursuant to the amended and restated compensation program for the Company’s
non-employee directors, which is described in more detail in the Company’s proxy
statement filed with the Securities and Exchange Commission on April 29, 2022.
Item 7.01 Regulation FD Disclosure.
On July 27, 2022, the Company announced the appointment of Dr. Tripuraneni to
the Board. A copy of this press release is attached to this Current Report on
Form 8-K as Exhibit 99.1.
The information contained in Item 7.01 of this Current Report on Form 8-K,
including Exhibit 99.1 attached hereto, is being furnished and shall not be
deemed “filed” for purposes of Section 18 of the Securities Exchange Act of
1934, as amended (the “Exchange Act”), and shall not be deemed incorporated by
reference in any filing under the Securities Act of 1933, as amended, or the
Exchange Act, except as expressly set forth by specific reference in such
Item 9.01 Financial Statements and Exhibits.
Exhibit No. Description 99.1 Press Release issued by Terns Pharmaceuticals, Inc. on July 27, 2022. 104 Cover Page Interactive Data File, formatted in inline XBRL.
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