Welcome to our dedicated page for Turnstone Biologics SEC filings (Ticker: TSBX), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
Turnstone Biologics Corp. filings document the regulatory record of a biotechnology issuer that developed Selected TIL therapy and TIDAL-01 for solid tumors before discontinuing clinical studies and halting further program development. Its disclosures include material-event reports, material agreements, capital-structure matters, governance items, shareholder-voting matters, and corporate-status updates tied to the company’s strategic review and transaction activity.
Later filings record the company’s completed acquisition-related transition, Nasdaq Form 25 removal of common stock from listing and Section 12(b) registration, and Form 15 termination or suspension of Exchange Act reporting obligations for common stock. These documents also identify the security class, ticker history, exchange listing status, and post-transaction holder-record context.
Turnstone Biologics (TSBX) director Jerel Davis reported the disposition of a total of 3,381,692 common shares, shown as held indirectly through five Versant-managed funds, in connection with a merger/tender offer. The transactions are described as dispositions pursuant to an Agreement and Plan of Merger under which XOMA Royalty Corporation paid $0.34 per share in cash plus one non-transferable contractual contingent value right (CVR) per share. The Form 4 lists each fund-level holding and shows zero beneficial ownership remaining for the affected holdings following the reported transactions.
Turnstone Biologics director Rishi Gupta reported a disposition of common stock on 08/08/2025 pursuant to an Agreement and Plan of Merger dated June 26, 2025, under which XOMA Royalty Corporation completed a cash tender offer. The tender paid $0.34 per share in cash and one non-transferable contingent value right (CVR) per share.
The filing identifies that these securities 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 reporting person is an employee of OrbiMed Advisors. The report shows 3,099,265 shares beneficially owned following the reported transaction and disclaims beneficial ownership except to the extent of any pecuniary interest. The disposition occurred pursuant to the merger terms rather than as an open-market sale.
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.
Turnstone Biologics Corp (TSBX) has filed a Schedule 14D-9 in response to a proposed acquisition by XOMA Royalty Corporation. The filing, dated June 28, 2025, relates to preliminary communications made before the commencement of a tender offer and includes a press release dated June 27, 2025.
Key details of the transaction:
- The acquisition will be executed through a merger agreement dated June 26, 2025
- XRA 3 Corp, a wholly-owned subsidiary of XOMA, will be the merger vehicle
- The target securities are Common Stock with $0.001 par value per share (CUSIP: 90042W100)
The filing indicates preliminary stage communications, with Sammy Farah, President and CEO of Turnstone Biologics, serving as the authorized representative. Legal counsel is being provided by Cooley LLP. This Schedule 14D-9 represents an important step in the merger process, signaling potential changes in ownership and control of Turnstone Biologics.
XOMA Royalty Corporation has announced plans to commence a tender offer to acquire all outstanding shares of Turnstone Biologics (TSBX), pursuant to a Merger Agreement dated June 26, 2025. This SC TO-C filing represents preliminary communications before the formal tender offer launch.
Key aspects of the transaction:
- XOMA will acquire all issued and outstanding common shares of Turnstone (par value $0.001)
- The deal includes a Contingent Value Rights (CVR) Agreement for potential additional payments to Turnstone stockholders
- Transaction will be executed through XRA 3 Corp, a wholly-owned subsidiary of XOMA
The formal tender offer has not yet commenced. When initiated, XOMA will file a Schedule TO with the SEC, and Turnstone will file a Schedule 14D-9 with their recommendation. Shareholders are advised to review the complete tender offer materials once available through the SEC website or XOMA's investor relations portal.