false 0002023016 0002023016 2026-03-31 2026-03-31 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): March 31, 2026

 

TURN THERAPEUTICS INC.

(Exact name of registrant as specified in its charter)

 

Delaware   001-42875   32-0456090
(State or other jurisdiction
of incorporation)
  (Commission File Number)   (IRS Employer
Identification Number)

 

250 N. Westlake Blvd., Westlake Village, California   91362
(Address of principal executive offices)   (Zip Code)

 

Registrant’s telephone number, including area code: (818) 564-4011

 

N/A

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of Each Class   Trading Symbol   Name of Each Exchange on Which Registered
Common Stock, par value $0.0001 per share   TTRX   The Nasdaq Stock Market LLC

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

 

 

 

 

 

Item 2.02 Results of Operations and Financial Condition.

 

On March 31, 2026, Turn Therapeutics Inc. issued a press release (the “Press Release”) announcing its financial and operating results for the year ended December 31, 2025. A copy of the Press Release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

 

The information in Item 2.02 of this Current Report on Form 8-K and the Press Release furnished as Exhibit 99.1 hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit No.   Description
99.1   Press Release, dated March 31, 2026
104   Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

1

 

 

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: March 31, 2026  
  By: /s/ Bradley Burnam
  Name:  Bradley Burnam
  Title: Chief Executive Officer

 

2

 

Exhibit 99.1

 

Turn Therapeutics Reports Full Year 2025 Financial Results and Provides Corporate Updates

 

Phase 2 Trial for GX-03 in Moderate-Severe Atopic Dermatitis on Track, Topline Results Expected Mid-2026

 

Secured up to $25 Million in Growth Capital from Avenue Capital Group

 

Strengthened Leadership Team via Appointments of Dr. Robert Redfield and Martin Dewhurst

 

Los Angeles, CA — March 31, 2026 — Turn Therapeutics Inc. (Nasdaq: TTRX), a clinical-stage biotechnology company developing targeted inflammatory and immunology therapies for dermatologic conditions, today reported financial results for the year ended December 31, 2025, and provided corporate updates.

 

“Our first months as a public company have been highly productive, with strong progress across our clinical, financial, and strategic priorities,” said Bradley Burnam, Chief Executive Officer of Turn Therapeutics. “Our Phase 2 trial of GX-03 for moderate-to-severe atopic dermatitis remains on track for topline results in mid-2026, positioning us to advance a potential first-line therapy in atopic dermatitis. Securing up to $25 million in growth capital from Avenue Capital extends our expected runway through the end of 2027 and supports focused investment in the Company’s therapeutic programs. In parallel, our global license, supply, and distribution agreement with Medline creates the opportunity to begin generating revenue in late 2026 while also validating the commercial viability of our technology across multiple applications.”

 

Recent Corporate Updates

 

Secured up to $25 million in growth capital from Avenue Capital. In March 2026, the company entered into a venture debt facility for up to $25 million in growth capital to support cash runway through the end of 2027 and advance GX-03, Turn’s lead investigational drug, in atopic dermatitis and onychomycosis. The loan facility has a 42-month term and includes an initial tranche of $7 million and two additional tranches totaling up to $18 million which may be drawn by the Company, subject to certain milestones and criteria.

 

Appointed Dr. Robert Redfield, former CDC Director to provide strategic guidance on GX-03 development and regulatory path. Dr. Redfield is a nationally recognized public health leader who served as the 18th Director of the U.S. Centers for Disease Control and Prevention (CDC). Dr. Redfield’s expertise and guidance will be instrumental in navigating the regulatory pathway of GX-03 through development and commercialization.’

 

Appointed Martin Dewhurst to the Board of Directors. Mr. Dewhurst brings more than 30 years of experience in life sciences strategy and M&A. He previously served as global co-lead of McKinsey & Company’s life sciences practice and currently serves as a senior advisor to PJT Partners and an external advisor to Lightrock. His experience is expected to support the Company’s long-term growth and strategic development.

 

 

 

In the fourth quarter of 2025, the Company entered into a global supply, development, and license agreement with Medline, the largest provider of medical-surgical products and supply chain solutions serving all points of care. The agreement establishes a long-term collaboration to develop, manufacture, and commercialize products leveraging Turn Therapeutics’ proprietary PermaFusion® delivery platform in the professional and retail markets.

 

Expansion of intranasal vaccine pipeline to include intranasal Influenza candidate that may stimulate systemic immunity via targeted intranasal exposure. Leveraging the Company’s proprietary delivery technology to potentially provide a thermostable intranasal influenza vaccine capable of being rapidly deployed and administered in pandemics.

 

Full Year 2025 Financial Results

 

Cash and Cash Equivalents: Cash and cash equivalents as of December 31, 2025 were $5.08 million, which excludes the receipt of $7.0 million in gross proceeds from the facility with Avenue Capital.

 

Research and Development (R&D) Expenses: Research and development expenses for the year ended December 31, 2025 were $0.3 million compared to $0.2 million for the year ended December 31, 2024.

 

General and Administrative (G&A) Expenses: General and administrative expenses for the year ended December 31, 2025 were $5.5 million, an increase of $4.0 million, compared to $1.5 million for the year ended December 31, 2024. The increase was a result of an increase in legal, advisory, accounting, and other services and fees associated with the Company’s public listing in 2025.

 

2

 

Financial Tables

Turn Therapeutics Inc.

 

Consolidated Statements of Operations

(in US Dollars)

 

   Years Ended December 31, 
   2025   2024 
Operating expenses:        
General and administrative  $5,593,078   $1,551,168 
Research and development   265,570    245,956 
Total operating expenses   5,858,648    1,797,124 
Loss from operations   (5,858,648)   (1,797,124)
           
Other income:          
Net gain from change in fair value of derivative liability instrument   2,574,971    - 
Gain from change in fair value of forward contract liability   380,442    - 
Amortization of deferred offering cost   (496,948)   - 
Interest income   29,583    28,709 
Other income   176,520    - 
Total other income   2,664,568    28,709 
NET LOSS  $(3,194,080)  $(1,768,415)
           
Basic and diluted net loss per common share  $(0.12)  $(0.07)
Weighted-average common shares outstanding, basic and diluted   27,716,045    26,643,432 

 

Turn Therapeutics Inc.

Selected Balance Sheet Data

(in US Dollars)

 

   As of December 31, 
   2025   2024 
         
Cash and cash equivalents  $5,076,144   $872,599 
Total assets   12,162,241    2,048,889 
Total liabilities   7,475,518    2,226,321 
Total stockholders’ equity (deficit)   4,686,723    (177,432)

 

3

 

About Turn Therapeutics

 

Turn Therapeutics is a biotechnology company focused on developing innovative, precision therapies that target the underlying causes of inflammatory diseases with high unmet needs. Their lead investigational therapy, GX-03, is a first-in-class, non-systemic topical inhibitor currently in late-stage development for the treatment of moderate-to-severe atopic dermatitis (eczema). This therapy is designed to modulate key inflammatory pathways involved in eczema and other inflammatory dermatological conditions.

 

Forward-Looking Statement

 

Certain statements in this press release may constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. All statements, other than statements of historical fact, contained in this press release are forward-looking statements. Forward-looking statements contained in this press release may be identified by the use of words such as “anticipate,” “believe,” “contemplate,” “could,” “estimate,” “expect,” “intend,” “seek,” “may,” “might,” “plan,” “potential,” “predict,” “project,” “suggest,” “target,” “aim,” “should,” “will,” “would,” or the negative of these words or other similar expressions, although not all forward-looking statements contain these words. Forward-looking statements are based on Turn’s current expectations and are subject to inherent uncertainties, risks, and assumptions that are difficult to predict, including risks related to the timing and effectiveness of the Company’s registration statement, the success of development programs, and the Company’s ability to execute its strategic plan. Further, certain forward-looking statements are based on assumptions as to future events that may not prove to be accurate. For a further discussion of risks and uncertainties that could cause actual results to differ from those expressed in these forward-looking statements, as well as risks relating to the business of Turn Therapeutics in general, see the risk disclosures in the Company’s filings with the SEC. All such forward-looking statements speak only as of the date they are made, and Turn undertakes no obligation to update or revise these statements, whether as a result of new information, future events, or otherwise.

 

Investor Relations/ Media Contact:

 

Sasha Damouni

Damouni Group LLC

[email protected]

 

4