Terns Pharmaceuticals, Inc. 8-K

What Happened Terns Pharmaceuticals filed an 8‑K on May 5, 2026 reporting the closing of the transactions under the Merger Agreement with Merck. The Merger Agreement, dated March 24, 2026, names Merck Sharp & Dohme LLC and Thailand Merger Sub, Inc. as counterparties. The filing includes a Merck press release dated May 5, 2026 (Exhibit 99.1) announcing the closing and also files amendments to Terns’ governing documents (a Third Amended and Restated Certificate of Incorporation and Second Amended and Restated Bylaws).

Key Details

• Merger Agreement dated March 24, 2026 among Terns Pharmaceuticals, Merck Sharp & Dohme LLC and Thailand Merger Sub, Inc. (Agreement previously filed as an exhibit).
• Closing of the transactions announced May 5, 2026 (Merck press release included as Exhibit 99.1).
• Terns filed a Third Amended and Restated Certificate of Incorporation (Exhibit 3.1) and Second Amended and Restated Bylaws (Exhibit 3.2) with this 8‑K.
• The report also addresses a notice of delisting/failure to satisfy continued listing standards, changes in control, director departures/elections, and material modifications to shareholder rights (Items 2.01, 3.01, 3.03, 5.01–5.03).

Why It Matters The filing confirms that Terns has completed a transaction with Merck that results in a change in control and corporate governance updates. For investors, this typically means Terns’ public listing status and shareholder rights will change (the company reported a delisting notice and amended charter/bylaws). Shareholders should review the Merck press release and the amended certificate and bylaws (Exhibits 3.1, 3.2, 99.1) and consult any tender offer or merger consideration disclosures for specifics on payment and next steps.