Every 8-K that Turnstone Biologics Corp. (TSBX) has filed with the SEC in the last 24 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.
A 8-K covers material events a company has to report between its quarterly reports, so if you follow TSBX and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full TSBX filings page.
Turnstone Biologics entered into and completed a merger in which XOMA Royalty Corporation purchased the company in a two-part offer: $0.34 in cash per share plus one contingent value right (CVR) for each share. The tender offer expired on August 7, 2025 with 17,192,002 shares validly tendered, representing approximately 74% of outstanding shares; all tendered shares were accepted. After closing, Merger Sub merged into Turnstone, making Turnstone a wholly owned subsidiary of Purchaser and causing the surviving company to operate under Merger Sub’s amended charter and bylaws.
Unvested restricted stock units were accelerated to vest and then cancelled for the offer consideration; outstanding stock options were cancelled without consideration. Separately, Turnstone completed an asset sale to H. Lee Moffitt Cancer Center receiving approximately $3.0 million, with about $1.8 million placed into escrow and to be released following the merger. The surviving corporation requested Nasdaq suspension and delisting of the shares and plans to terminate public reporting and deregister the shares. The board of Turnstone resigned and Owen Hughes (previously sole director/officer of Merger Sub) became director and officer of the surviving corporation.
Turnstone Biologics Corp. (TSBX) filed an 8-K announcing a definitive merger agreement with XOMA Royalty Corporation. Under the Agreement and Plan of Merger signed 26 June 2025, XOMA will launch a cash tender offer for 100 % of Turnstone’s common stock at $0.34 per share in cash plus one contingent value right (CVR). The CVR entitles holders to share in potential cash receipts of: (i) up to $1.11 million tied to tax-receivable and lease-deposit contingencies, (ii) any Net Cash Excess, and (iii) less any Net Cash Shortfall, but only if such proceeds are received within one year of closing. The CVR is non-transferable, non-voting and carries no interest.
The Board unanimously determined the transaction is fair and recommends shareholders tender. Key closing conditions include: (1) more than 50 % of outstanding shares validly tendered, (2) no legal restraints, (3) accuracy of reps & warranties, (4) material covenant compliance, and (5) satisfaction of a stipulated Closing Net Cash threshold (exact amount not disclosed in the filing). The deal is not subject to a financing condition.
Following successful completion of the tender, Merger Sub will be merged into Turnstone using DGCL §251(h), making Turnstone a wholly-owned subsidiary of XOMA without further shareholder approval. All outstanding stock options will be cancelled for no consideration. Restricted stock units will vest, then convert into the same cash-plus-CVR consideration as common shares.
Approximately 25 % of outstanding shares are already committed through Support Agreements signed with certain shareholders. Termination provisions include a $350 k break-fee payable by Turnstone if it accepts a superior proposal, and expense reimbursement of up to $350 k payable to XOMA if the Closing Net Cash condition is not met. The offer must launch within 10 business days and, if not closed by 26 Oct 2025, either party may terminate.