SCHEDULE: Deep Track Capital Boosts Terns Pharma Stake to 8.58%

Deep Track Capital, LP and its affiliates, including Deep Track Biotechnology Master Fund, Ltd. and David Kroin, have reported a beneficial ownership of 8.58% in Terns Pharmaceuticals, Inc.

Summary

• Deep Track Capital, LP, Deep Track Biotechnology Master Fund, Ltd., and David Kroin collectively beneficially own 7,495,000 shares of Terns Pharmaceuticals, Inc. Common Stock.
• This ownership represents 8.58% of the outstanding Common Stock.
• The reporting persons hold shared voting power and shared dispositive power over all 7,495,000 shares.
• The percentage of class is calculated based on 87,337,801 Common Stock outstanding as of May 2, 2025, as reported in Terns Pharmaceuticals, Inc.'s Form 10-Q filed with the SEC on May 8, 2025.
• The securities were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer.

Sentiment

Score: 6

Explanation: Neutral to slightly positive. The filing is a routine disclosure of a significant passive ownership stake by an institutional investor. While not directly indicative of company performance, a substantial stake by a specialized biotech fund can be viewed as a vote of confidence, but it's a passive investment without intent to influence control.

Positives

• The disclosure of a significant stake (8.58%) by a specialized biotechnology investment firm like Deep Track Capital can be viewed as a positive signal of institutional confidence in Terns Pharmaceuticals, Inc.'s long-term prospects.

Future Outlook

NA

Industry Context

This filing indicates a significant institutional investment in Terns Pharmaceuticals, Inc., a biotechnology company. Such disclosures are common in the biotech sector, where institutional investors often take substantial passive positions in companies with promising drug pipelines or technologies, signaling confidence in the sector's growth potential.

Stakeholder Impact

• Shareholders: Increased transparency regarding significant institutional ownership.
• Company Management: Awareness of a substantial passive investor holding.

Key Dates

Recommendation

This Schedule 13G filing primarily serves as a disclosure of a significant passive ownership stake by Deep Track Capital and its affiliates in Terns Pharmaceuticals. It indicates that a specialized biotechnology investment firm holds a substantial position (8.58%) in the company, which could be interpreted as a vote of confidence in Terns Pharmaceuticals' long-term prospects. However, the filing explicitly states that the shares were not acquired for the purpose of changing or influencing control, meaning it's a passive investment. As such, while the presence of a notable institutional investor is generally positive, this filing alone does not provide new fundamental information about Terns Pharmaceuticals' operational performance, strategic direction, or financial health that would warrant a 'buy' or 'sell' recommendation. Investors should 'hold' and continue to monitor Terns Pharmaceuticals' clinical trial progress, financial results, and broader industry developments for more actionable insights.

Keywords

Terns Pharmaceuticals, Deep Track Capital, Deep Track Biotechnology Master Fund, David Kroin, Beneficial Ownership, Schedule 13G, Common Stock, Biotechnology, Pharmaceuticals, Institutional Investor