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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) |
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 |
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. |
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 | ) |
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
Sasha@damounigroup.com
