TERNHIGH SIGNALMANAGEMENT10-K

TERN has entered into a merger agreement with Merck Sharp Dohme LLC dated March 24, 2026, as evidenced by significant language changes and a massive 225% increase in cash position.

This represents a major corporate transaction where TERN is being acquired by Merck, fundamentally changing the company's trajectory from an independent clinical-stage oncology company to becoming part of a pharmaceutical giant. The filing language now explicitly states assumptions are made "as if we were going to remain an independent company," indicating the merger will eliminate TERN's independence, while risk factor changes suggest a narrowing of focus to their lead product candidate TERN-701.

Comparing 2026-03-30 vs 2025-03-20View on EDGAR →
FINANCIAL ANALYSIS

TERN's balance sheet shows dramatic improvement with cash increasing 225% to $524.7M and stockholders' equity nearly tripling to $1.0B, likely reflecting merger-related cash infusions or payments. Current assets and total assets both increased approximately 182%, signaling substantial capital injection. However, operating cash burn worsened by 17.4% to -$82.2M, indicating continued pre-revenue operational losses despite the strong balance sheet position from the merger activity.

FINANCIAL STATEMENT CHANGES
Cash & Equivalents
Balance Sheet
+225%
$161.4M$524.7M

Cash position surged 225% — strong cash generation or capital raise providing significant financial cushion.

Stockholders Equity
Balance Sheet
+191%
$345.9M$1.0B

Equity base grew 191% — retained earnings accumulation or equity issuance strengthening the balance sheet.

Current Assets
Balance Sheet
+182.8%
$362.1M$1.0B

Current assets grew 182.8% — improving short-term liquidity or inventory/receivables build.

Total Assets
Balance Sheet
+181.7%
$363.9M$1.0B

Asset base grew 181.7% — expansion through organic growth, acquisitions, or capital deployment.

Operating Cash Flow
Cash Flow
-17.4%
-$70.0M-$82.2M

Operating cash flow softened — monitor whether temporary working capital timing or structural deterioration.

LANGUAGE CHANGES
NEW — 2026-03-30
PRIOR — 2025-03-20
ADDED
Unless expressly stated otherwise, the statements contained in this Annual Report on Form 10-K have been prepared as if we were going to remain an independent company.
ii Summary of Principal Risks Associated with Our Business Following our entry into that certain Agreement and Plan of Merger (the Merger Agreement), dated as of March 24, 2026, by and among us, Merck Sharp Dohme LLC (Parent) and Thailand Merger Sub, Inc.
We are a clinical-stage oncology company with a limited operating history and no products approved for commercial sale.
We will require substantial additional funding to finance our operations and achieve our goals.
Failure to obtain this necessary capital when needed on acceptable terms, or at all, could force us to delay, limit, reduce or terminate our product development programs, commercialization efforts or other operations.
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REMOVED
ii Summary of Principal Risks Associated with Our Business We are a clinical-stage biopharmaceutical company with a limited operating history and no products approved for commercial sale.
We will require substantial additional financing to achieve our goals, and a failure to obtain this necessary capital when needed on acceptable terms, or at all, could force us to delay, limit, reduce or terminate our product development programs, commercialization efforts or other operations.
Our business is heavily dependent on the successful development, regulatory approval and commercialization of our current and future product candidates.
Our development programs are focused on product candidates for the treatment of chronic myeloid leukemia, or CML, and obesity.
For one or more of these programs, we may not be able to gain agreement with regulatory authorities regarding an acceptable development plan, the outcome of our clinical trials may not be favorable and, even if favorable, regulatory authorities may not find the results of our clinical trials to be sufficient for marketing approval.
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