TSBX Insider Filing: OrbiMed Sells Shares via XOMA Royalty Tender Offer at $0.34
Rhea-AI Filing Summary
Turnstone Biologics Corp. (TSBX) Form 4 shows that reporting persons affiliated with OrbiMed disposed of shares pursuant to an Agreement and Plan of Merger dated June 26, 2025. The transaction date reported is 08/08/2025. The purchaser is XOMA Royalty Corporation, which completed a cash tender offer paying $0.34 per share plus one non-transferable contractual contingent value right (CVR) per share.
The filing identifies 3,099,265 common shares in the ownership table and explains those shares are held of record by OrbiMed Private Investments VI, LP, with OrbiMed Capital GP VI LLC as general partner and OrbiMed Advisors LLC as managing member. The report is jointly filed by OrbiMed Advisors and GP VI and includes standard disclaimers about beneficial ownership and the designation of a board representative.
Positive
- Transaction completed under a formal merger agreement, providing shareholders with $0.34 cash per share plus a contingent value right (CVR) as consideration
Negative
- Disposition of securities by OrbiMed-affiliated reporting persons, which materially alters the public record of significant beneficial ownership
Insights
TL;DR: OrbiMed-affiliated entities disposed of Turnstone shares via a merger tender offer for $0.34 plus a CVR; transaction is material to ownership structure.
This Form 4 documents a disposition of Turnstone common stock by entities controlled by OrbiMed, executed under a merger agreement dated June 26, 2025, with the purchaser identified as XOMA Royalty Corporation. The economic terms reported are $0.34 per share in cash plus one non-transferable contractual contingent value right per share. The filing clarifies record ownership and the chain of control through OrbiMed Private Investments VI, LP, GP VI, and OrbiMed Advisors, and notes a board representative was designated. For investors, the filing changes the public record of significant holders but does not provide operational or forward-looking company details.
TL;DR: Joint Form 4 filing clarifies ownership relationships and records an arm's-length disposition under a completed tender offer; governance disclosures are appropriately noted.
The disclosure includes footnotes describing the record holder (OPI VI), the general partner (GP VI), and the managing member (OrbiMed Advisors), and explicitly states that each reporting person disclaims beneficial ownership except to the extent of pecuniary interest. It also notes OrbiMed designated a representative to the issuer's board. The filing follows Section 16 reporting conventions and documents the transfer method and consideration; it supplies no allegations of misconduct or governance breaches but does materially update public ownership records.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| U | Common Stock | 3,099,265 | $0.00 | -- |
Footnotes (1)
- Disposed of pursuant to the terms of the Agreement and Plan of Merger, dated June 26, 2025, by and among the Issuer, XOMA Royalty Corporation ("Purchaser") and XRA 3 Corp., a wholly-owned subsidiary of Purchaser, pursuant to which Purchaser completed a cash tender offer for all outstanding shares of common stock of the Issuer for (i) $0.34 per share in cash, payable subject to any applicable tax withholding and without interest, plus (ii) one non-transferable contractual contingent value right per share, payable subject to any applicable tax withholding and without interest. These securities are held of record by OrbiMed Private Investments VI, LP ("OPI VI"). OrbiMed Capital GP VI LLC ("GP VI") is the general partner of OPI VI, and OrbiMed Advisors LLC ("OrbiMed Advisors") is the managing member of GP VI. By virtue of such relationships, GP VI and OrbiMed Advisors may be deemed to have voting power and investment power over the securities held by OPI VI and, as a result, may be deemed to have beneficial ownership over such securities. OrbiMed Advisors exercises voting and investment power through a management committee comprised of Carl L. Gordon, Sven H. Borho, and W. Carter Neild, each of whom disclaims beneficial ownership of the securities held by OPI VI. This report on Form 4 is jointly filed by OrbiMed Advisors and GP VI. Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein for purposes of Rule 16a-1(a) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), except to the extent of his or its pecuniary interest therein, if any. OrbiMed Advisors has designated a representative, Rishi Gupta ("Gupta"), an employee of OrbiMed Advisors, to serve on the Issuer's board of directors. This report shall not be deemed an admission that any of the Reporting Persons or Gupta is a beneficial owner of such securities for the purpose of Section 16 of the Exchange Act, or for any other purpose.
