What securities law exemption did Turn Therapeutics (TTRX) rely on for the GEM share issuance?

Turn Therapeutics relied on the Section 4(a)(2) exemption under the Securities Act of 1933 for the unregistered issuance. The company cited GEM’s representations that it is an accredited investor as defined in Regulation D to support this reliance.

What does Per Share Market Value mean in Turn Therapeutics’ (TTRX) warrant exercised by GEM?

Per Share Market Value is defined in the warrant as the last closing bid price per share of Turn Therapeutics common stock on the relevant date on the national securities exchange where it is listed. It determined eligibility for the cashless exercise feature.

Cashless warrant adds new shares at Turn Therapeutics (TTRX)

Q: What unregistered equity issuance did Turn Therapeutics (TTRX) disclose on August 13, 2026?

Turn Therapeutics issued 579,664 shares of common stock to GEM Yield Bahamas Limited via a cashless exercise of a warrant. The warrant originally covered 1,192,207 shares , representing 4% of fully diluted outstanding shares as of October 8, 2025.

Q: What were the key terms of the GEM warrant disclosed by Turn Therapeutics (TTRX)?

The warrant allowed GEM to purchase 1,192,207 shares of Turn Therapeutics common stock at an exercise price of $5.03 per share . It also included a cashless exercise provision tied to the Per Share Market Value of the stock on its listing exchange.

Q: Who received the newly issued Turn Therapeutics (TTRX) shares from the warrant exercise?

The 579,664 shares of common stock were issued to GEM Yield Bahamas Limited . This issuance resulted from GEM’s full cashless exercise of a warrant originally granted under an Amended and Restated Share Purchase Agreement with Turn Therapeutics and GEM-affiliated entities.

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Turn Therapeutics Inc. reported that GEM Yield Bahamas Limited exercised in full a previously issued warrant to acquire common stock using a cashless exercise feature. The warrant, originally issued on October 8, 2025, covered 1,192,207 shares, which represented 4% of Turn Therapeutics’ fully diluted outstanding shares as of that date and carried an exercise price of $5.03 per share.

Because the defined Per Share Market Value exceeded the warrant price, GEM elected the cashless exercise mechanism, and on August 13, 2026 Turn Therapeutics issued 579,664 shares of common stock to GEM. The company states that this unregistered issuance relied on the Section 4(a)(2) exemption under the Securities Act, based on GEM’s status as an accredited investor under Regulation D.

Filing Explained

GEM’s warrant exercise was completed on August 13, 2026 through the issuance of 579,664 shares of common stock, increasing the share count and reducing existing holders’ percentage ownership absent offsetting changes.

8-K Event Classification

Item 3.02 — Unregistered Sales of Equity Securities

1 item

Item 3.02 Unregistered Sales of Equity Securities Securities

The company sold equity securities in a private placement or other unregistered transaction.

Key Figures

Warrant share amount: 1,192,207 shares Fully diluted ownership represented: 4% Warrant exercise price: $5.03 per share +2 more

5 metrics

Warrant share amount 1,192,207 shares Warrant to purchase common stock, issued October 8, 2025

Fully diluted ownership represented 4% Portion of fully diluted outstanding shares as of October 8, 2025 covered by the warrant

Warrant exercise price $5.03 per share Exercise price of warrant held by GEM Yield Bahamas Limited

Shares issued on cashless exercise 579,664 shares Common stock issued to GEM upon full cashless exercise on August 13, 2026

Securities Act exemption Section 4(a)(2) Exemption relied on for unregistered issuance of the 579,664 shares

Key Terms

cashless exercise, Per Share Market Value, fully diluted outstanding shares, Section 4(a)(2), +2 more

6 terms

cashless exercise financial

"GEM exercised the Warrant in full pursuant to the Cashless Exercise Provision"

A cashless exercise is a way for an option holder to convert stock options into actual shares without paying the purchase price in cash; instead they immediately give up a portion of the newly issued shares to cover the cost and any withholding taxes. Investors care because this process increases the number of shares available and can slightly dilute existing holdings, while also signaling how insiders or employees are realizing compensation without needing cash — similar to paying for a purchase by handing over part of what you just bought.

fully diluted outstanding shares financial

"representing 4% of the Company’s fully diluted outstanding shares as of such date"

The total number of shares a company would have if every option, warrant, convertible bond or other claim that can become stock were exercised or converted. Investors use this number like counting all possible slices of a pie to see how much each current slice might shrink; it gives a more complete view of per-share earnings, ownership percentages and dilution risk than the current share count alone.

Section 4(a)(2) regulatory

"in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act"

Section 4(a)(2) is a part of U.S. securities laws that allows companies to sell their stock directly to certain investors without registering the sale with regulators. This process is often used for private placements, making it easier and faster for companies to raise money from knowledgeable or institutional investors. It matters to investors because it provides an alternative way to buy shares, often with fewer disclosures and lower costs.

accredited investor regulatory

"based on GEM’s representations that it is an accredited investor as defined in Regulation D"

An accredited investor is an individual or entity that meets certain financial criteria, such as having a high income or significant net worth, allowing them to invest in private or less regulated investment opportunities. This status matters because it grants access to investments that are often riskier or less available to the general public, reflecting a higher level of financial knowledge or resources.

Regulation D regulatory

"accredited investor as defined in Regulation D"

Regulation D is a set of rules that govern how companies can raise money from investors without going through the full process required for public stock offerings. It provides simplified options for private placements, making it easier for companies to seek investments from a smaller group of investors. For investors, it offers opportunities to invest in private companies, often with fewer restrictions, but also with different levels of risk and disclosure.

FAQ

What unregistered equity issuance did Turn Therapeutics (TTRX) disclose on August 13, 2026?

Turn Therapeutics issued 579,664 shares of common stock to GEM Yield Bahamas Limited via a cashless exercise of a warrant. The warrant originally covered 1,192,207 shares, representing 4% of fully diluted outstanding shares as of October 8, 2025.

What were the key terms of the GEM warrant disclosed by Turn Therapeutics (TTRX)?

The warrant allowed GEM to purchase 1,192,207 shares of Turn Therapeutics common stock at an exercise price of $5.03 per share. It also included a cashless exercise provision tied to the Per Share Market Value of the stock on its listing exchange.

How many Turn Therapeutics (TTRX) shares were issued upon GEM’s cashless exercise?

Upon GEM’s full cashless exercise on August 13, 2026, Turn Therapeutics issued 579,664 shares of common stock. The number of shares was determined under the warrant’s cashless exercise formula when the Per Share Market Value exceeded the $5.03 warrant price.

Who received the newly issued Turn Therapeutics (TTRX) shares from the warrant exercise?

The 579,664 shares of common stock were issued to GEM Yield Bahamas Limited. This issuance resulted from GEM’s full cashless exercise of a warrant originally granted under an Amended and Restated Share Purchase Agreement with Turn Therapeutics and GEM-affiliated entities.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Understanding 8-K Material Events →

Available on EDGAR 08/18/2026 - 08:30 AM Accepted by SEC EDGAR 08/18/2026 - 08:30 AM

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): August 13, 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 3.02 Unregistered Sales of Equity Securities.

As previously disclosed, on October 8, 2025, Turn Therapeutics Inc. (the “Company”) issued to GEM Yield Bahamas Limited a warrant (the “Warrant”) to purchase 1,192,207 shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), representing 4% of the Company’s fully diluted outstanding shares as of such date. The Warrant has an exercise price of $5.03 per share (the “Warrant Price”), subject to certain adjustments set forth in the Amended and Restated Share Purchase Agreement, dated August 29, 2025, by and among the Company, GEM Global Yield LLC SCS and GEM Yield Bahamas Limited (collectively, “GEM”), as amended by that certain side letter dated September 24, 2025.

The Warrant provides that, if the Per Share Market Value of a share of Common Stock exceeds the Warrant Price, the holder may elect to exercise the Warrant on a cashless basis and receive a number of shares of Common Stock determined in accordance with the terms of the Warrant (the “Cashless Exercise Provision”). “Per Share Market Value” is defined in the Warrant as the last closing bid price per share of Common Stock on the applicable date on the national securities exchange on which the Common Stock is then listed.

On August 13, 2026, GEM exercised the Warrant in full pursuant to the Cashless Exercise Provision, and the Company issued 579,664 shares of Common Stock to GEM (the “Shares”). The issuance of the Shares was made in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended, based on GEM’s representations that it is an accredited investor as defined in Regulation D.

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: August 18, 2026

	By:	/s/ Bradley Burnam
	Name:	Bradley Burnam
	Title:	Chief Executive Officer

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

3 documents