Statement of Ownership (sc 13g)
10 February 2022 - 4:30AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13G
Under
the Securities Exchange Act of 1934
Terns
Pharmaceuticals, Inc.
(Name
of Issuer)
Common
Stock, $0.0001 par value per share
(Title
of Class of Securities)
880881107
(CUSIP
Number)
December
31, 2021
(Date
of Event Which Requires Filing of this Statement)
Check
the appropriate box to designate the rule pursuant to which this Schedule is filed:
|
*
|
The
remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class
of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
|
The
information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18
of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall
be subject to all other provisions of the Act (however, see the Notes).
CUSIP
No. 880881107
|
13G
|
Page
2 of 11 Pages
|
1
|
NAMES
OF REPORTING PERSONS/I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Hopewell
Resources Holdings Limited (“HOPE”)
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐
(b) ☒
|
3
|
SEC
USE ONLY
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
British
Virgin Islands
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE
VOTING POWER
1,392,857
shares, except that Yi Shi, the managing partner of HOPE, may be deemed to have shared power to vote these shares.
|
6
|
SHARED
VOTING POWER
See
response to row 5.
|
7
|
SOLE
DISPOSITIVE POWER
1,392,857
shares, except that Yi Shi, the managing partner of HOPE, may be deemed to have shared power to dispose of these shares.
|
8
|
SHARED
DISPOSITIVE POWER
See
response to row 7.
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,392,857
|
10
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.5%
(1)
|
12
|
TYPE
OF REPORTING PERSON
OO
|
|
(1)
|
This
percentage is calculated based upon 25,267,271 shares of common stock outstanding of Terns
Pharmaceuticals, Inc. (the “Issuer”), as set forth in the Issuer’s Form
10-Q filed with the Securities and Exchange Commission (“SEC”) on November 15,
2021.
|
CUSIP
No. 880881107
|
13G
|
Page
3 of 11 Pages
|
1
|
NAMES
OF REPORTING PERSONS/I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Oriental
Spring Venture Limited (“ORIEN”)
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐
(b) ☒
|
3
|
SEC
USE ONLY
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
British
Virgin Islands
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE
VOTING POWER
696,428
shares, except that Yi Shi, the managing partner of ORIEN, may be deemed to have shared power to vote these shares.
|
6
|
SHARED
VOTING POWER
See
response to row 5.
|
7
|
SOLE
DISPOSITIVE POWER
696,428
shares, except that Yi Shi, the managing partner of ORIEN, may be deemed to have shared power to dispose of these shares.
|
8
|
SHARED
DISPOSITIVE POWER
See
response to row 7.
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
696,428
|
10
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
2.8%
(1)
|
12
|
TYPE
OF REPORTING PERSON
OO
|
|
(1)
|
This
percentage is calculated based upon 25,267,271 shares of common stock outstanding of Terns
Pharmaceuticals, Inc. (the “Issuer”), as set forth in the Issuer’s Form
10-Q filed with the Securities and Exchange Commission (“SEC”) on November 15,
2021.
|
CUSIP
No. 880881107
|
13G
|
Page
4 of 11 Pages
|
1
|
NAMES
OF REPORTING PERSONS/I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
LAV
Aqua Limited (“AQUA”)
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐
(b) ☒
|
3
|
SEC
USE ONLY
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
British
Virgin Islands
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
5
|
SOLE
VOTING POWER
1,286,698 shares, except that
Yi Shi, the managing partner of AQUA, may be deemed to have shared power to vote these shares.
|
6
|
SHARED
VOTING POWER
See response to row 5.
|
7
|
SOLE
DISPOSITIVE POWER
1,286,698 shares, except that
Yi Shi, the managing partner of AQUA, may be deemed to have shared power to dispose of these shares.
|
8
|
SHARED
DISPOSITIVE POWER
See response to row 7.
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,286,698
|
10
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.1% (1)
|
12
|
TYPE
OF REPORTING PERSON
OO
|
|
(1)
|
This
percentage is calculated based upon 25,267,271 shares of common stock outstanding of Terns
Pharmaceuticals, Inc. (the “Issuer”), as set forth in the Issuer’s Form
10-Q filed with the Securities and Exchange Commission (“SEC”) on November 15,
2021.
|
CUSIP
No. 880881107
|
13G
|
Page
5 of 11 Pages
|
1
|
NAMES
OF REPORTING PERSONS/I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
LAV
Biosciences Fund V, L.P. (“LAVV”)
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐
(b) ☒
|
3
|
SEC
USE ONLY
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Cayman
Islands
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE
VOTING POWER
1,405,583
shares, except that Yi Shi, the managing partner of LAVV, may be deemed to have shared power to vote these shares.
|
6
|
SHARED
VOTING POWER
See
response to row 5.
|
7
|
SOLE
DISPOSITIVE POWER
1,405,583
shares, except that Yi Shi, the managing partner of LAVV, may be deemed to have shared power to dispose of these shares.
|
8
|
SHARED
DISPOSITIVE POWER
See
response to row 7.
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,405,583
|
10
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.6%
(1)
|
12
|
TYPE
OF REPORTING PERSON
PN
|
|
(1)
|
This
percentage is calculated based upon 25,267,271 shares of common stock outstanding of Terns
Pharmaceuticals, Inc. (the “Issuer”), as set forth in the Issuer’s Form
10-Q filed with the Securities and Exchange Commission (“SEC”) on November 15,
2021.
|
CUSIP
No. 880881107
|
13G
|
Page
6 of 11 Pages
|
1
|
NAMES
OF REPORTING PERSONS/I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Yi Shi
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐
(b) ☒
|
3
|
SEC
USE ONLY
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE
VOTING POWER
0
shares.
|
6
|
SHARED
VOTING POWER
4,781,566
shares, 1,392,857 of which are directly owned by HOPE, 696,428 of which are directly owned by ORIEN, 1,286,698 of which are directly
owned by AQUA, and 1,405,583 of which are directly owned by LAVV. Yi Shi, the managing partner of HOPE, ORIEN, AQUA and LAVV, may
be deemed to have shared power to vote these shares.
|
7
|
SOLE
DISPOSITIVE POWER
0
shares.
|
8
|
SHARED
DISPOSITIVE POWER
4,781,566
shares, 1,392,857 of which are directly owned by HOPE, 696,428 of which are directly owned by ORIEN, 1,286,698 of which are directly
owned by AQUA, and 1,405,583 of which are directly owned by LAVV. Yi Shi, the managing partner of HOPE, ORIEN, AQUA and LAVV, may
be deemed to have shared power to dispose of these shares.
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,781,566
|
10
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
18.9%
(1)
|
12
|
TYPE
OF REPORTING PERSON
IN
|
|
(1)
|
This
percentage is calculated based upon 25,267,271 shares of common stock outstanding of Terns
Pharmaceuticals, Inc. (the “Issuer”), as set forth in the Issuer’s Form
10-Q filed with the Securities and Exchange Commission (“SEC”) on November 15,
2021.
|
CUSIP
No. 880881107
|
13G
|
Page 7
of 11 Pages
|
|
Item
1(a)
|
Name
of Issuer:
|
Terns
Pharmaceuticals, Inc.
|
Item
1(b)
|
Address
of Issuer’s Principal Executive Offices:
|
1065
East Hillsdale Blvd, Suite 100
Foster
City, California 94404
|
Item
2(a)
|
Name
of Persons Filing:
|
This
Statement is filed by Hopewell Resources Holdings Limited (“HOPE”), Oriental Spring Venture Limited (“ORIEN”),
LAV Aqua Limited (“AQUA”), LAV Biosciences Fund V, L.P. (“LAVV”) and Dr. Yi Shi. The foregoing entities and individual
are collectively referred to as the “Reporting Persons.”
Dr.
Shi is the managing partner of HOPE, ORIEN, AQUA and LAVV, and may be deemed to have shared power to vote and shared power to dispose
of shares of the Issuer directly owned by HOPE, ORIEN, AQUA and LAVV.
|
Item
2(b)
|
Address
of Principal Business Office or, If None, Residence:
|
The
address for HOPE, ORIEN, AQUA, LAVV and
Dr. Shi is Room 606-7, St. George’s Building, 2 Ice House Street, Central, Hong Kong.
HOPE,
ORIEN and AQUA are British Virgin Islands business companies. LAVV is Cayman Islands partnership. Dr. Shi is a United States citizen.
|
Item
2(d)
|
Title
of Class of Securities:
|
Common
Stock, $0.0001 par value per share
CUSIP
#880881107
CUSIP
No. 880881107
|
13G
|
Page 8
of 11 Pages
|
The
following information with respect to the ownership of the Common Stock of the Issuer by the Reporting Persons is provided as of December
31, 2021:
|
(a)
|
Amount
beneficially owned:
|
See
Row 9 of cover page for each Reporting Person.
See
Row 11 of cover page for each Reporting Person.
|
(c)
|
Number
of shares as to which such person has:
|
|
(i)
|
Sole
power to vote or to direct the vote:
|
See
Row 5 of cover page for each Reporting Person.
|
(ii)
|
Shared
power to vote or to direct the vote:
|
See
Row 6 of cover page for each Reporting Person.
|
(iii)
|
Sole
power to dispose or to direct the disposition of:
|
See
Row 7 of cover page for each Reporting Person.
|
(iv)
|
Shared
power to dispose or to direct the disposition of:
|
See
Row 8 of cover page for each Reporting Person.
|
Item
5.
|
Ownership
of Five Percent or Less of a Class
|
Not
applicable.
|
Item
6.
|
Ownership
of More Than Five Percent on Behalf of Another Person
|
Not
applicable.
|
Item
7.
|
Identification
and Classification of Subsidiary Which Acquired the Security Being Reported on by the Parent
Holding Company or Control Person
|
Not
applicable.
|
Item
8.
|
Identification
and Classification of Members of the Group
|
Not
applicable.
|
Item
9.
|
Notice
of Dissolution of Group
|
Not
applicable.
By
signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not
held for the purpose of or with the effect of changing or influencing the control of the Issuer of the securities and were not acquired
and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely
in connection with a nomination under §240.14a-11.
CUSIP
No. 880881107
|
13G
|
Page 9
of 11 Pages
|
SIGNATURES
After
reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete
and correct.
Dated: February 9, 2022
|
Hopewell Resources Holdings Limited
|
|
|
|
|
By:
|
/s/
Yi Shi
|
|
Name:
|
Yi Shi
|
|
Title:
|
Managing Partner
|
|
|
|
Oriental Spring Venture Limited
|
|
|
|
|
By:
|
/s/
Yi Shi
|
|
Name:
|
Yi Shi
|
|
Title:
|
Managing Partner
|
|
|
|
|
LAV Aqua Limited
|
|
|
|
|
By:
|
/s/
Yi Shi
|
|
Name:
|
Yi Shi
|
|
Title:
|
Managing Partner
|
|
|
|
|
LAV Biosciences
Fund V, L.P.
|
|
|
|
|
By:
|
/s/
Yi Shi
|
|
Name:
|
Yi Shi
|
|
Title:
|
Managing Partner
|
|
|
|
|
Yi Shi
|
|
|
|
/s/
Yi Shi
|
|
Yi Shi
|
|
CUSIP
No. 880881107
|
13G
|
Page 10
of 11 Pages
|
EXHIBIT
INDEX
CUSIP
No. 880881107
|
13G
|
Page 11
of 11 Pages
|
EXHIBIT
A
Agreement
of Joint Filing
The
undersigned hereby agree that a single Schedule 13G (or any amendment thereto) relating to the Common Stock of Terns
Pharmaceuticals, Inc. shall be filed on behalf of each of the undersigned and that this Agreement shall be filed as an exhibit
to such Schedule 13G.
Dated: February 9, 2022
|
Hopewell Resources Holdings Limited
|
|
|
|
|
By:
|
/s/
Yi Shi
|
|
Name:
|
Yi Shi
|
|
Title:
|
Managing Partner
|
|
|
|
|
Oriental Spring Venture Limited
|
|
|
|
|
By:
|
/s/
Yi Shi
|
|
Name:
|
Yi Shi
|
|
Title:
|
Managing Partner
|
|
|
|
|
LAV Aqua Limited
|
|
|
|
|
By:
|
/s/
Yi Shi
|
|
Name:
|
Yi Shi
|
|
Title:
|
Managing Partner
|
|
|
|
|
LAV Biosciences
Fund V, L.P.
|
|
|
|
|
By:
|
/s/
Yi Shi
|
|
Name:
|
Yi Shi
|
|
Title:
|
Managing Partner
|
|
|
|
|
Yi Shi
|
|
|
|
/s/
Yi Shi
|
|
Yi Shi
|
|
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