Biotech Deal: XOMA Expands Portfolio with Turnstone Biologics Acquisition

Rhea-AI Filing Summary

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.

Positive

• XOMA Royalty Corporation to acquire Turnstone Biologics Corp., indicating a definitive M&A agreement has been reached

Negative

• None.

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 14D-9

Solicitation/Recommendation Statement

Under Section 14(d)(4) of the Securities Exchange Act of 1934

(Amendment No.  )

 

 

Turnstone Biologics Corp.

(Name of Subject Company)

 

 

Turnstone Biologics Corp.

(Name of Persons Filing Statement)

 

 

Common Stock, $0.001 par value per share

(Title of Class of Securities)

90042W100

(CUSIP Number of Class of Securities)

Sammy Farah, M.B.A., Ph.D.

President and Chief Executive Officer

Turnstone Biologics Corp.

9310 Athena Circle, Suite 300

La Jolla, California 92037

(347) 897-5988

(Name, address, and telephone number of person authorized to receive notices and communications

on behalf of the persons filing statement)

With a copy to:

Divakar Gupta

Rama Padmanabhan

Courtney Tygesson

Cooley LLP

55 Hudson Yards

New York, New York 10001

(212) 479-6000

 

 

 

☒ Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

 

 

 

This Schedule 14D-9 filing consists of the following communication related to the proposed acquisition of Turnstone Biologics Corp., a Delaware corporation (the “Company”), pursuant to the terms of an Agreement and Plan of Merger, dated as of June 26, 2025, by and among the Company, XOMA Royalty Corporation, a Nevada corporation (“XOMA”), and XRA 3 Corp., a Delaware corporation and a wholly-owned subsidiary of XOMA:

 

  •   Press Release of Turnstone Biologics Corp. dated June 27, 2025 (Exhibit 99.1)

FAQ

What is the purpose of TSBX's SC14D9C filing from June 28, 2025?

The SC14D9C filing announces TSBX's (Turnstone Biologics Corp.) proposed acquisition by XOMA Royalty Corporation. The filing relates to preliminary communications made before the commencement of a tender offer, pursuant to an Agreement and Plan of Merger dated June 26, 2025.

Who is acquiring Turnstone Biologics (TSBX)?

XOMA Royalty Corporation, a Nevada corporation, is acquiring Turnstone Biologics Corp. through its wholly-owned subsidiary XRA 3 Corp., a Delaware corporation, as per the merger agreement dated June 26, 2025.

Who is the current CEO of TSBX during the acquisition?

Sammy Farah, M.B.A., Ph.D. is the President and Chief Executive Officer of Turnstone Biologics Corp., located at 9310 Athena Circle, Suite 300, La Jolla, California 92037.

What securities of TSBX are involved in the tender offer?

The securities involved are Common Stock with a par value of $0.001 per share (CUSIP Number: 90042W100).

What legal representation is TSBX using for the acquisition?

TSBX is being represented by Cooley LLP, specifically attorneys Divakar Gupta, Rama Padmanabhan, and Courtney Tygesson, located at 55 Hudson Yards, New York, New York 10001.