Terns Pharmaceuticals, Inc. 8-K

What Happened
Terns Pharmaceuticals, Inc. filed an 8-K reporting that on January 16, 2026 it entered into an Amendment to its July 27, 2020 Exclusive Option and License Agreement with Hansoh (Shanghai) Healthtech Co., Ltd. The Amendment grants Terns an exclusive, sublicensable, royalty-bearing, perpetual worldwide license (excluding mainland China, Taiwan, Hong Kong and Macau — the “Hansoh Territory”) under certain patents invented by Hansoh to research, develop, manufacture, distribute and sell therapeutic products containing TERN-701 as the sole active ingredient (“701 Products”).

Key Details

• Amendment date: January 16, 2026; original Option and License Agreement dated July 27, 2020.
• License scope: exclusive, sublicensable, royalty-bearing, perpetual, worldwide except the Hansoh Territory for the “Exclusively Licensed Hansoh Patents.”
• Consideration: one-time upfront license fee of $1.0 million plus tiered royalties of 0.75%–1.25% on annual net sales of 701 Products covered by a valid claim of an Exclusively Licensed Hansoh Patent (subject to specified reductions).
• Replaces prior arrangement: supersedes a prior non-exclusive, non-sublicensable, royalty-free license that had been granted to CaspianTern, LLC under the original agreement. The Company expects to file the Amendment as an exhibit to its Form 10-Q for the quarter ended March 31, 2026.

Why It Matters
The Amendment expands Terns’ global freedom to develop and commercialize TERN-701 outside the Hansoh Territory by converting certain Hansoh-invented patent rights to an exclusive license for TERN-701 products. For investors, this creates clearer commercial and sublicensing rights worldwide for the 701 franchise but also adds an upfront cost and ongoing royalty obligations (0.75%–1.25%) that could affect future margins on those sales. The filing is a material agreement (Item 1.01) and the full Amendment will be available when attached to the Company’s upcoming 10-Q.