TTRX 8-K
Turn Therapeutics Inc. (TTRX)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 3.02 Unregistered Sales of Equity Securities.
As previously disclosed, on October 8, 2025, Turn Therapeutics Inc. (the “Company”) issued to GEM Yield Bahamas Limited a warrant (the “Warrant”) to purchase 1,192,207 shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), representing 4% of the Company’s fully diluted outstanding shares as of such date. The Warrant has an exercise price of $5.03 per share (the “Warrant Price”), subject to certain adjustments set forth in the Amended and Restated Share Purchase Agreement, dated August 29, 2025, by and among the Company, GEM Global Yield LLC SCS and GEM Yield Bahamas Limited (collectively, “GEM”), as amended by that certain side letter dated September 24, 2025.
The Warrant provides that, if the Per Share Market Value of a share of Common Stock exceeds the Warrant Price, the holder may elect to exercise the Warrant on a cashless basis and receive a number of shares of Common Stock determined in accordance with the terms of the Warrant (the “Cashless Exercise Provision”). “Per Share Market Value” is defined in the Warrant as the last closing bid price per share of Common Stock on the applicable date on the national securities exchange on which the Common Stock is then listed.
On August 13, 2026, GEM exercised the Warrant in full pursuant to the Cashless Exercise Provision, and the Company issued 579,664 shares of Common Stock to GEM (the “Shares”). The issuance of the Shares was made in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended, based on GEM’s representations that it is an accredited investor as defined in Regulation D.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| TURN THERAPEUTICS INC. | ||
| Date: August 18, 2026 | ||
| By: | /s/ Bradley Burnam | |
| Name: | Bradley Burnam | |
| Title: | Chief Executive Officer | |
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