<SEC-DOCUMENT>0001562180-24-002846.txt : 20240319
<SEC-HEADER>0001562180-24-002846.hdr.sgml : 20240319
<ACCEPTANCE-DATETIME>20240319192645
ACCESSION NUMBER:		0001562180-24-002846
CONFORMED SUBMISSION TYPE:	3
PUBLIC DOCUMENT COUNT:		2
CONFORMED PERIOD OF REPORT:	20240310
FILED AS OF DATE:		20240319
DATE AS OF CHANGE:		20240319

REPORTING-OWNER:	

	OWNER DATA:	
		COMPANY CONFORMED NAME:			Kuriakose Emil
		CENTRAL INDEX KEY:			0001892413
		ORGANIZATION NAME:           	

	FILING VALUES:
		FORM TYPE:		3
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-39926
		FILM NUMBER:		24765740

	MAIL ADDRESS:	
		STREET 1:		343 OYSTER POINT BLVD, SUITE 200
		CITY:			SOUTH SAN FRANCISCO
		STATE:			CA
		ZIP:			94080

ISSUER:		

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			Terns Pharmaceuticals, Inc.
		CENTRAL INDEX KEY:			0001831363
		STANDARD INDUSTRIAL CLASSIFICATION:	PHARMACEUTICAL PREPARATIONS [2834]
		ORGANIZATION NAME:           	03 Life Sciences
		IRS NUMBER:				000000000
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			1231

	BUSINESS ADDRESS:	
		STREET 1:		1065 EAST HILLSDALE BLVD., SUITE 100
		CITY:			FOSTER CITY
		STATE:			CA
		ZIP:			94404
		BUSINESS PHONE:		650-525-5535 EXT.101

	MAIL ADDRESS:	
		STREET 1:		1065 EAST HILLSDALE BLVD., SUITE 100
		CITY:			FOSTER CITY
		STATE:			CA
		ZIP:			94404
</SEC-HEADER>
<DOCUMENT>
<TYPE>3
<SEQUENCE>1
<FILENAME>primarydocument.xml
<DESCRIPTION>PRIMARY DOCUMENT
<TEXT>
<XML>
<?xml version="1.0"?>
<ownershipDocument>

    <schemaVersion>X0206</schemaVersion>

    <documentType>3</documentType>

    <periodOfReport>2024-03-10</periodOfReport>

    <noSecuritiesOwned>0</noSecuritiesOwned>

    <issuer>
        <issuerCik>0001831363</issuerCik>
        <issuerName>Terns Pharmaceuticals, Inc.</issuerName>
        <issuerTradingSymbol>TERN</issuerTradingSymbol>
    </issuer>

    <reportingOwner>
        <reportingOwnerId>
            <rptOwnerCik>0001892413</rptOwnerCik>
            <rptOwnerName>Kuriakose Emil</rptOwnerName>
        </reportingOwnerId>
        <reportingOwnerAddress>
            <rptOwnerStreet1>C/O TERNS PHARMACEUTICALS, INC.</rptOwnerStreet1>
            <rptOwnerStreet2>1065 E. HILLSDALE BLVD., SUITE 100</rptOwnerStreet2>
            <rptOwnerCity>FOSTER CITY</rptOwnerCity>
            <rptOwnerState>CA</rptOwnerState>
            <rptOwnerZipCode>94404</rptOwnerZipCode>
            <rptOwnerStateDescription></rptOwnerStateDescription>
        </reportingOwnerAddress>
        <reportingOwnerRelationship>
            <isDirector>false</isDirector>
            <isOfficer>true</isOfficer>
            <isTenPercentOwner>false</isTenPercentOwner>
            <isOther>false</isOther>
            <officerTitle>Chief Medical Officer</officerTitle>
            <otherText></otherText>
        </reportingOwnerRelationship>
    </reportingOwner>

    <nonDerivativeTable>
        <nonDerivativeHolding>
            <securityTitle>
                <value>Common Stock</value>
            </securityTitle>
            <postTransactionAmounts>
                <sharesOwnedFollowingTransaction>
                    <value>58750.00</value>
                    <footnoteId id="F1"/>
                </sharesOwnedFollowingTransaction>
            </postTransactionAmounts>
            <ownershipNature>
                <directOrIndirectOwnership>
                    <value>D</value>
                </directOrIndirectOwnership>
            </ownershipNature>
        </nonDerivativeHolding>
    </nonDerivativeTable>

    <derivativeTable>
        <derivativeHolding>
            <securityTitle>
                <value>Stock Option (Right to buy)</value>
            </securityTitle>
            <conversionOrExercisePrice>
                <value>12.93</value>
            </conversionOrExercisePrice>
            <exerciseDate>
                <footnoteId id="F2"/>
            </exerciseDate>
            <expirationDate>
                <value>2033-04-30</value>
            </expirationDate>
            <underlyingSecurity>
                <underlyingSecurityTitle>
                    <value>Common Stock</value>
                </underlyingSecurityTitle>
                <underlyingSecurityShares>
                    <value>280000.00</value>
                </underlyingSecurityShares>
            </underlyingSecurity>
            <ownershipNature>
                <directOrIndirectOwnership>
                    <value>D</value>
                </directOrIndirectOwnership>
            </ownershipNature>
        </derivativeHolding>
        <derivativeHolding>
            <securityTitle>
                <value>Stock Option (Right to buy)</value>
            </securityTitle>
            <conversionOrExercisePrice>
                <value>5.46</value>
            </conversionOrExercisePrice>
            <exerciseDate>
                <footnoteId id="F3"/>
            </exerciseDate>
            <expirationDate>
                <value>2034-01-22</value>
            </expirationDate>
            <underlyingSecurity>
                <underlyingSecurityTitle>
                    <value>Common Stock</value>
                </underlyingSecurityTitle>
                <underlyingSecurityShares>
                    <value>117500.00</value>
                </underlyingSecurityShares>
            </underlyingSecurity>
            <ownershipNature>
                <directOrIndirectOwnership>
                    <value>D</value>
                </directOrIndirectOwnership>
            </ownershipNature>
        </derivativeHolding>
    </derivativeTable>

    <footnotes>
        <footnote id="F1">Each share is represented by a Restricted Stock Unit (&quot;RSU&quot;). 25% of the RSUs vest on the first anniversary measured from January 1, 2024 (the &quot;Vesting Commencement Date&quot;), and 1/16th of the total number of shares vest quarterly thereafter, such that 100% of the RSUs will be fully vested on the fourth anniversary of the Vesting Commencement Date.</footnote>
        <footnote id="F2">25% of the shares subject to the option vest on the first anniversary measured from May 1, 2023 (the &quot;Vesting Commencement Date&quot;), and 1/48th of the total number of shares vest monthly thereafter, such that 100% of the shares subject to the option will be fully vested on the fourth anniversary of the Vesting Commencement Date.</footnote>
        <footnote id="F3">25% of the shares subject to the option vest on the first anniversary measured from January 1, 2024 (the &quot;Vesting Commencement Date&quot;), and 1/48th of the total number of shares vest monthly thereafter, such that 100% of the shares subject to the option will be fully vested on the fourth anniversary of the Vesting Commencement Date.</footnote>
    </footnotes>

    <remarks>Exhibit 24.1 - Power of Attorney</remarks>

    <ownerSignature>
        <signatureName>/s/ Bryan Yoon, as Attorney-in-Fact for Emil Kuriakose</signatureName>
        <signatureDate>2024-03-19</signatureDate>
    </ownerSignature>
</ownershipDocument>
</XML>
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-24
<SEQUENCE>2
<FILENAME>poa_kuriakose.txt
<DESCRIPTION>POA_KURIAKOSE
<TEXT>
POWER OF ATTORNEY
	Know all by these presents, that the undersigned
hereby constitutes and appoints each of (i) the Chief
Executive Officer of Terns Pharmaceuticals, inc. (the
"Company"), who is currently Amy Burroughs, (ii)  Chief
Financial Officer of Terns Pharmaceuticals, Inc. (the
"Company"), who is currently Mark Vignola, (iii) the
Company's General Counsel and Chief Operating Officer, who
is currently Bryan Yoon and (iv) the Company's Controller,
who is currently David Strauss, and their respective
successors, signing singly, with full power of
substitution, as the undersigned's true and lawful
attorney-in-fact to:
 (1)	execute for and on behalf of the undersigned, in the
undersigned's capacity as an officer and/or director of the
Company, Forms 3, 4 and 5 (including any amendments
thereto) in accordance with Section 16(a) of the Securities
Exchange Act of 1934 and the rules and regulations
thereunder and a Form ID, Uniform Application for Access
Codes to File on EDGAR;
(2)	do and perform any and all acts for and on behalf of
the undersigned which may be necessary or desirable to
complete and execute any such Forms 3, 4 or 5 or Form ID
and timely file such forms (including any amendments
thereto) and application with the United States Securities
and Exchange Commission and any stock exchange or similar
authority;
(3)	seek or obtain, as the undersigned's representative
and on the undersigned's behalf, information regarding
transactions in the Company's securities from any third
party, including brokers, employee benefit plan
administrators and trustees, and the undersigned hereby
authorizes any such release of information; and
(4)	take any other action of any type whatsoever in
connection with the foregoing which, in the opinion of such
attorney-in-fact, may be of benefit to, in the best
interest of, or legally required by, the undersigned, it
being understood that the documents executed by such
attorney-in-fact on behalf of the undersigned pursuant to
this Power of Attorney shall be in such form and shall
contain such terms and conditions as such attorney-in-fact
may approve in such attorney-in-fact's discretion.
	The undersigned hereby grants to each such attorney-
in-fact full power and authority to do and perform any and
every act and thing whatsoever requisite, necessary or
proper to be done in the exercise of any of the rights and
powers herein granted, as fully to all intents and purposes
as the undersigned might or could do if personally present,
with full power of substitution or revocation, hereby
ratifying and confirming all that such attorney-in-fact, or
such attorney-in-fact's substitute or substitutes, shall
lawfully do or cause to be done by virtue of this power of
attorney and the rights and powers herein granted.
The undersigned acknowledges that the foregoing attorneys-
in-fact, in serving in such capacity at the request of the
undersigned, are not assuming nor relieving, nor is the
Company assuming nor relieving, any of the undersigned's
responsibilities to comply with Section 16 of the
Securities Exchange Act of 1934 (the "Exchange Act"). The
undersigned acknowledges that neither the Company nor the
foregoing attorneys-in-fact- assumed (i) any liability for
the undersigned's responsibility to comply with the
requirement of the Exchange Act, (ii) any liability of the
undersigned for any failure to comply with such
requirements, or (iii) any obligation or liability of the
undersigned for profit disgorgement under Section 16(b) of
the Exchange Act.
	The undersigned agrees that each such attorney-in-
fact herein may rely entirely on information furnished
orally or in writing by the undersigned to such attorney-
in-fact.  The undersigned also agrees to indemnify and hold
harmless the Company and each such attorney-in-fact against
any losses, claims, damages or liabilities (or actions in
these respects) that arise out of or are based upon any
untrue statements or omission of necessary facts in the
information provided by the undersigned to such attorney-in
fact for purposes of executing, acknowledging, delivering
or filing Forms 3, 4 or 5 (including amendments thereto) or
Form ID and agrees to reimburse the Company and such
attorney-in-fact for any legal or other expenses reasonably
incurred in connection with investigating or defending
against any such loss, claim, damage, liability or action.
	This Power of Attorney supersedes any power of
attorney previously executed by the undersigned regarding
the purposes outlined in the first paragraph hereof ("Prior
Powers of Attorney"), and the authority of the attorneys-
in-fact named in any Prior Powers of Attorney is hereby
revoked.
	This Power of Attorney shall remain in full force and
effect until the undersigned is no longer required to file
Forms 3, 4 or 5 with respect to the undersigned's holdings
of and transactions in securities issued by the Company,
unless earlier (a) revoked by the undersigned in a signed
writing delivered to the foregoing attorneys-in-fact or (b)
superseded by a new power of attorney regarding the
purposes outlined in the first paragraph hereof dated as of
a later date.

[Signature Page Follows]


IN WITNESS WHEREOF, the undersigned has caused this Power
of Attorney to be executed as of the date below.


Name: Emil Kuriakose
Signature: /s/ Emil Kuriakose
Date:	February 22, 2024
</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
