Turn Therapeutics Inc. filed a Form 8-K on August 17, 2026, disclosing a private placement of common stock that closed under securities purchase agreements dated August 14, 2026.

Key Highlights

  • Shares sold: 135,000 shares of common stock, par value $0.0001 per share
  • Purchase price: $10.00 per share
  • Aggregate gross proceeds: $1.35 million
  • Investors: Certain accredited investors described as existing series and seed investors of the company
  • Exemption relied upon: Section 4(a)(2) of the Securities Act of 1933 and Regulation D, as transactions not involving a public offering
  • Registration rights: The company granted the investors certain registration rights with respect to the shares

Turn Therapeutics Private Placement Details and Investor Terms

According to the filing, Turn Therapeutics Inc. (NASDAQ:TTRX), a Delaware corporation headquartered at 250 N. Westlake Blvd., Westlake Village, California 91362, entered into securities purchase agreements on August 14, 2026, with certain accredited investors. The filing identifies those investors as "existing series and seed investors of the Company." Under those agreements, the company agreed to issue and sell, and the investors severally agreed to purchase, a total of 135,000 shares of common stock at $10.00 per share, generating aggregate gross proceeds of $1.35 million.

The filing disclosed that the shares were sold in a private placement in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended, and Regulation D promulgated thereunder, characterized in the filing as "transactions not involving a public offering." The company also disclosed that it granted the investors certain registration rights with respect to the shares, though the filing does not specify the terms of those rights beyond that characterization.

The disclosure was made under Item 7.01 (Regulation FD Disclosure) of the Form 8-K. The filing states that the information in Item 7.01 "shall not be deemed 'filed' for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section." The report was signed by Bradley Burnam, Chief Executive Officer, on August 17, 2026. Turn Therapeutics is identified in the filing as an emerging growth company.

What Was Disclosed

Turn Therapeutics disclosed a private placement of 135,000 shares of common stock at $10.00 per share, raising $1.35 million in aggregate gross proceeds from existing accredited investors, with registration rights granted to those investors.