Turn Therapeutics Secures New Loan & Sells Unregistered Equity

TL;DR

**Turn Therapeutics just took on new debt and sold more stock, watch for dilution.**

AI Summary

Turn Therapeutics Inc. entered into a new Loan and Security Agreement on March 23, 2026, creating a direct financial obligation for the company. This agreement is a material definitive agreement and involves unregistered sales of equity securities, as disclosed in the 8-K filing. This matters to investors because new debt and equity sales can impact the company's financial health, potentially diluting existing shareholders and increasing financial risk.

Why It Matters

This filing indicates Turn Therapeutics Inc. is taking on new debt and issuing equity, which could impact its financial leverage and potentially dilute existing shareholders.

Risk Assessment

Risk Level: medium — The creation of a direct financial obligation and unregistered sales of equity securities can increase financial risk and dilute existing shareholders.

Analyst Insight

A smart investor would investigate the terms of the Loan and Security Agreement and the details of the unregistered equity sales to understand the potential impact on debt levels, interest expenses, and shareholder dilution before making any investment decisions.

Key Players & Entities

• Turn Therapeutics Inc. (company) — the filer entering into the agreement
• March 23, 2026 (date) — date of the Loan and Security Agreement

FAQ

Key Financial Figures

• $0.0001 — ch Registered Common Stock, par value $0.0001 per share TTRX The Nasdaq Stock Mar
• $25.0 million — an aggregate principal amount of up to $25.0 million with (i) $7.0 million funded within one
• $7.0 million — amount of up to $25.0 million with (i) $7.0 million funded within one business day of the C
• $8.0 million — osing Date ("Tranche 1") and (ii) up to $8.0 million to be made available to the Company bet
• $10.0 million — ional term loans of up to an additional $10.0 million (the "Discretionary Tranche 3" and coll
• $150,000 — paid to the Lender a commitment fee of $150,000, of which $50,000 was previously paid b
• $50,000 — a commitment fee of $150,000, of which $50,000 was previously paid by the Company to t
• $2.0 million — er will have the right to convert up to $2.0 million of the outstanding principal of the Loa
• $3.0 million — hall be in an aggregate amount of up to $3.0 million of the principal amount of the outstand
• $1.0 million — Company in an aggregate amount of up to $1.0 million on the same terms, conditions and prici
• $1.2 m — Common Stock with an aggregate value of $1.2 million, with the exact number of shares
• $1.2 million — er of shares calculated by dividing (i) $1.2 million by (ii) the volume-weighted average pri

Filing Documents

• ea0282926-8k_turn.htm (8-K) — 41KB
• ea028292601ex10-1.htm (EX-10.1) — 284KB
• ea028292601ex10-2.htm (EX-10.2) — 153KB
• ea028292601ex99-1.htm (EX-99.1) — 9KB
• ea028292601_ex99-1img1.jpg (GRAPHIC) — 21KB
• 0001213900-26-033233.txt ( ) — 779KB
• ttrx-20260323.xsd (EX-101.SCH) — 3KB
• ttrx-20260323_lab.xml (EX-101.LAB) — 33KB
• ttrx-20260323_pre.xml (EX-101.PRE) — 22KB
• ea0282926-8k_turn_htm.xml (XML) — 3KB

01 Entry into a Material Definitive

Item 1.01 Entry into a Material Definitive Agreement. Loan Agreement On March 23, 2026 (the "Closing Date"), Turn Therapeutics Inc. (the "Company") entered into a Loan and Security Agreement (the "Loan and Security Agreement") and a Supplement to the Loan and Security Agreement (the "Supplement" and, together with the Loan and Security Agreement, the "Loan Agreement"), with Avenue Venture Opportunities Fund II, L.P., as administrative agent, collateral agent (in such capacities, the "Agent") and as a lender (in such capacity, together with each other lender from time to time party thereto, the "Lender"). The Loan Agreement makes available to the Company term loans in an aggregate principal amount of up to $25.0 million with (i) $7.0 million funded within one business day of the Closing Date ("Tranche 1") and (ii) up to $8.0 million to be made available to the Company between September 1, 2026 and March 31, 2027, subject to, among other things, the Company's achievement of specified clinical and financing milestones ("Tranche 2"). The Lender may make additional term loans of up to an additional $10.0 million (the "Discretionary Tranche 3" and collectively with Tranche 1 and Tranche 2, the "Loans"), to be funded between January 1, 2027 and June 30, 2028, subject to, among other things, (i) that the Company has drawn the full amount of Tranche 2, (ii) the Company's achievement of specified clinical and financing milestones and (iii) the mutual written agreement of the Company and the Lender (upon the Lender's investment committee approval). The Loans bear interest at an annual rate equal to the greater of (x) the sum of 5.50% plus the prime rate as reported in The Wall Street Journal and (y) 12.25%. The Loans are secured by a lien upon and security interest in all of the Company's assets, including intellectual property, subject to agreed exceptions. The maturity date of the Loans is October 1, 2029 (the "Maturity Date"). The Loan Agreement does not contain any mi

03 Creation of a Direct Financial Obligation

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The disclosure set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference in this Item 2.03.

02 Unregistered Sales of Equity Securities

Item 3.02 Unregistered Sales of Equity Securities. The disclosure regarding the Equity Grant and the securities to be sold and issued pursuant to the Conversion Option under the Loan Agreement as set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference in this Item 3.02. The securities described above will be offered and sold in reliance upon an exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended (the "Securities Act"). The Equity Grant, Loans and any shares of Common Stock issuable thereunder have not been registered under the Securities Act or any state securities laws and may not be offered or sold in the United States absent registration with the U.S. Securities and Exchange Commission (the "SEC"), or an applicable exemption from the registration requirements.

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure. On March 24, 2026, the Company issued a press release announcing the entry into the Loan Agreement. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K. The information in this Item 7.01, including Exhibit 99.1, 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, unless the Company specifically states that the information is to be considered "filed" under the Exchange Act or specifically incorporates it by reference into a filing under the Securities Act or the Exchange Act.

Forward-Looking Statements

Forward-Looking Statements This Current Report on Form 8-K contains forward-looking Forward-looking statements include all statements that do not relate solely to historical or current facts, and can be identified by the use of words such as "may," "will," "expect," "project," "estimate," "anticipate," "plan," "believe," "potential," "preliminary," "should," "continue," or the negative versions of those words or other comparable words. These forward-looking statements include statements about the Loan Agreement, the availability of funds under the Loan Agreement, the Conversion Option, the shares of Common Stock issuable pursuant to the Conversion Option, the Lender's exercise of the Participation Right, and the Company's clinical progress and financing efforts. These forward-looking statements are based on information currently available to the Company and its current plans or expectations, and are subject to a number of uncertainties and risks that could significantly affect current plans. Actual results and performance could differ materially from those projected in the forward-looking statements as a result of many factors, including the uncertainties related to market conditions. The Company's forward-looking statements also involve assumptions that, if they prove incorrect, would cause its results to differ materially from those expressed or implied by such forward-looking statements. These and other risks concerning the Company's business are described in additional detail in the Company's filings with the SEC. The Company is under no obligation to (and expressly disclaims any such obligation to) update or alter its forward-looking statements, whether as a result of new information, future events or otherwise. 2

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits. Exhibit Number Description 10.1 Loan and Security Agreement, dated as of March 23, 2026, among the Company, the Agent and the Lender. 10.2 Supplement to Loan and Security Agreement, dated as of March 23, 2026, among the Company, the Agent and the Lender. 99.1 Press Release, dated March 24, 2026. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). Certain portions of this exhibit have been redacted pursuant to Regulation S-K Item 601(b)(10)(iv). The registrant hereby agrees to furnish supplementally an unredacted copy of the exhibit to the SEC upon its request. 3

SIGNATURES

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. Date: March 24, 2026 TURN THERAPEUTICS INC. By: /s/ Bradley Burnam Name: Bradley Burnam Title: Chief Executive Officer 4

View Full Filing

View this 8-K filing on SEC EDGAR