Turn Therapeutics to Direct List on Nasdaq, Founder Retains Control

TL;DR

**TTRX's direct listing is a high-risk bet on unproven drug development, with significant insider control and no immediate revenue from its core technology.**

AI Summary

Global Health Solutions, Inc. (TTRX) is undergoing a direct listing on Nasdaq, registering 8,914,318 shares for resale by existing stockholders. The company, which will rename to Turn Therapeutics Inc. prior to effectiveness, is a pharmaceutical and medical device development firm focused on dermatological diseases like eczema and onychomycosis, leveraging its proprietary PermaFusion platform. This platform enables stable suspension of water-soluble APIs in oil-based carriers without emulsifiers, improving bioavailability and reducing adverse events. TTRX has previously sold 41,805 shares of common stock at $11.65 per share in a Regulation A offering that concluded on June 27, 2025. The company's founder and CEO will control over 50% of outstanding common stock, making it a 'controlled company' under Nasdaq rules. TTRX is not currently generating revenue from its FDA-cleared medical devices as it focuses on drug development. The direct listing method may lead to higher price volatility compared to a firm-commitment underwritten offering.

Why It Matters

This direct listing allows existing shareholders to sell nearly 9 million shares, potentially increasing market liquidity but also introducing significant selling pressure without the price stabilization mechanisms of an underwritten IPO. For investors, the 'controlled company' status means reduced corporate governance protections, as the CEO's interests could diverge from other shareholders. Employees and customers might see long-term benefits if the PermaFusion technology successfully translates into commercialized drugs for eczema and onychomycosis, but the lack of current revenue from FDA-cleared devices signals a long road to profitability. The competitive landscape in dermatology is fierce, and TTRX's ability to secure market share will depend on successful clinical trials and commercialization.

Risk Assessment

Risk Level: high — The risk level is high due to several factors: 'No public market for our common stock currently exists,' indicating significant price discovery risk. The company is 'not currently generating revenue from these devices,' despite having FDA clearances, which points to a lack of commercialization success. Furthermore, the founder and CEO will 'control more than 50% of our outstanding shares of common stock,' leading to 'controlled company' status and potentially reduced shareholder protections.

Analyst Insight

Investors should approach TTRX with extreme caution, recognizing the speculative nature of a company with no current revenue from its core technology and a direct listing without an underwriter. Consider waiting for clear evidence of successful drug commercialization and revenue generation before investing. Monitor the trading volume and price volatility closely post-listing.

Financial Highlights

debt To Equity

N/A

revenue

$0

operating Margin

N/A

total Assets

N/A

total Debt

N/A

net Income

N/A

eps

N/A

gross Margin

N/A

cash Position

N/A

revenue Growth

N/A

Executive Compensation

Key Numbers

• 8,914,318 — Shares of common stock (Registered for resale by Registered Stockholders)
• $11.65 — Public offering price per share (Price in the concluded Regulation A offering)
• 41,805 — Shares of common stock (Issued and sold via Regulation A offering)
• 50% — Ownership percentage (Founder and CEO's control over outstanding common stock)
• 2025-09-02T00:00:00.000Z — Filing Date (Date of S-1 filing)
• 2025-06-27 — Date (Conclusion of Regulation A offering)
• 2012 — Year (Jumpstart Our Business Startups Act (JOBS Act) enacted)

Key Players & Entities

• Global Health Solutions, Inc. (company) — Registrant, changing name to Turn Therapeutics Inc.
• Turn Therapeutics Inc. (company) — New name of the Registrant prior to effectiveness
• Bradley Burnam (person) — Chief Executive Officer and founder, controlling over 50% of common stock
• Nasdaq Global Market (regulator) — Exchange where common stock will be listed
• Clear Street LLC (company) — Financial advisor for the direct listing process
• Securities and Exchange Commission (regulator) — Regulatory body for the S-1 filing
• Michael Kaplan (person) — Counsel from Davis Polk & Wardwell LLP
• Stephen A. Byeff (person) — Counsel from Davis Polk & Wardwell LLP
• Erin Koprince, MA (person) — Independent provider who conducted case studies on GX-03 formula
• Dr. Dan Davis (person) — Former president of the American Podiatric Medical Association, conducted case studies on Hexagen

FAQ

Risk Factors

• FDA Approval and Regulatory Hurdles [high — regulatory]: The company's success is heavily dependent on obtaining and maintaining FDA approval for its drug candidates. Delays or failures in the regulatory process, particularly for its eczema and onychomycosis treatments, could significantly impact its ability to commercialize products and generate revenue.
• Lack of Current Revenue and Dependence on Future Funding [high — financial]: TTRX is not currently generating revenue from its medical devices and is focused on drug development, implying a significant cash burn. The company will require substantial future funding to advance its pipeline, and failure to secure this funding could jeopardize its operations.
• Direct Listing Volatility [medium — market]: The choice of a direct listing rather than a traditional underwritten offering may lead to increased price volatility for TTRX shares. This could make it more challenging for investors to value the company and could result in significant price swings post-listing.
• Reliance on Proprietary PermaFusion Platform [medium — operational]: The company's business model relies on the successful development and application of its proprietary PermaFusion platform. Any technical challenges, intellectual property disputes, or failure to scale this technology could severely impact its product development and commercialization efforts.
• Competition in Dermatological Market [medium — market]: The dermatological disease market is competitive, with established pharmaceutical companies and emerging biotechs developing treatments. TTRX will face significant competition, requiring substantial investment in R&D and marketing to gain market share.
• Limited Operating History and Profitability [medium — financial]: As a development-stage company, TTRX has a limited operating history and has not demonstrated profitability. This lack of a track record makes it difficult to assess its long-term financial viability and operational efficiency.
• Post-Market Surveillance and Compliance [low — regulatory]: Even after FDA clearance, TTRX will be subject to ongoing regulatory scrutiny, including post-market surveillance and compliance with manufacturing standards. Any adverse events or compliance failures could lead to product recalls or regulatory actions.

Industry Context

The dermatological disease market is a significant and growing sector within the pharmaceutical industry, driven by increasing prevalence of conditions like eczema and onychomycosis. TTRX operates in a competitive landscape with established players and numerous emerging biotechs. Key industry trends include the demand for novel drug delivery systems that improve efficacy and patient compliance, and a focus on reducing adverse events associated with existing treatments.

Regulatory Implications

TTRX faces substantial regulatory hurdles, primarily related to FDA approval processes for its drug candidates. The company must navigate rigorous clinical trial requirements and demonstrate safety and efficacy. Post-approval, ongoing compliance with manufacturing standards and pharmacovigilance will be critical to maintaining market access.

What Investors Should Do

1. Evaluate the long-term viability of the PermaFusion platform and its potential for market disruption.
2. Assess the competitive landscape and TTRX's differentiation strategy in the dermatology space.
3. Monitor future funding rounds and cash burn rate closely.
4. Consider the implications of a direct listing on share price volatility.

Key Dates

• 2025-09-02: S-1 Filing Date — Marks the initial public filing for the direct listing, providing detailed company information to potential investors.
• 2025-06-27: Conclusion of Regulation A Offering — Indicates a prior capital raise event where 41,805 shares were sold at $11.65 per share, providing some market validation.
• 2012: JOBS Act Enacted — Relevant as it facilitates pathways like Regulation A and potentially direct listings for emerging companies.

Glossary

PermaFusion platform

A proprietary technology developed by TTRX that allows for the stable suspension of water-soluble active pharmaceutical ingredients (APIs) in oil-based carriers without the need for emulsifiers. (This is the core technology enabling TTRX's drug development, promising improved bioavailability and reduced side effects for dermatological treatments.)

Direct Listing

A method for a company to become publicly traded by allowing existing shareholders to sell their shares directly to the public, without issuing new shares or engaging underwriters to raise capital. (TTRX is using this method, which can lead to higher price volatility compared to a traditional IPO and means no new capital is being raised in this transaction.)

Regulation A Offering

A U.S. securities regulation that allows smaller companies to raise capital from the public with a simplified registration process. (TTRX previously utilized this to sell 41,805 shares at $11.65 per share, indicating prior public market engagement.)

API

Active Pharmaceutical Ingredient, the biologically active component of a drug product. (The effectiveness and delivery of TTRX's drug candidates depend on the stability and bioavailability of these APIs, which the PermaFusion platform aims to enhance.)

Controlled Company

A company listed on a stock exchange where more than 50% of the voting power is held by an individual, a group of individuals, or another company. (TTRX's founder and CEO will control over 50% of the stock, classifying it as a controlled company, which has implications for corporate governance requirements.)

Year-Over-Year Comparison

This S-1 filing represents a significant step towards public trading for Global Health Solutions, Inc. (TTRX), which will soon be Turn Therapeutics Inc. Unlike a typical IPO, this direct listing registers shares for resale by existing stockholders, meaning no new capital is being raised in this transaction. The company is in the pre-revenue stage, focusing on drug development for dermatological diseases using its PermaFusion platform, and has no prior financial performance data to compare against in this filing. Key risks highlighted include regulatory hurdles, dependence on future funding, and the potential volatility associated with a direct listing.

Key Financial Figures

• $0.0001 — 8 shares of our common stock, par value $0.0001 per share (the "common stock") by the s
• $11.65 — ies Act") at a public offering price of $11.65 per share, which concluded on June 27,

Filing Documents

• tm2518292-4_s1.htm (S-1) — 2268KB
• tm2518292d5_ex3-1.htm (EX-3.1) — 39KB
• tm2518292d5_ex3-2.htm (EX-3.2) — 102KB
• tm2518292d5_ex10-1.htm (EX-10.1) — 531KB
• tm2518292d5_ex10-2.htm (EX-10.2) — 108KB
• tm2518292d5_ex10-5.htm (EX-10.5) — 129KB
• tm2518292d5_ex10-6.htm (EX-10.6) — 132KB
• tm2518292d5_ex10-7.htm (EX-10.7) — 85KB
• tm2518292d5_ex10-8.htm (EX-10.8) — 63KB
• tm2518292d5_ex10-9.htm (EX-10.9) — 153KB
• tm2518292d5_ex10-10.htm (EX-10.10) — 157KB
• tm2518292d5_ex10-11.htm (EX-10.11) — 38KB
• tm2518292d5_ex16-1.htm (EX-16.1) — 3KB
• tm2518292d5_ex21-1.htm (EX-21.1) — 2KB
• tm2518292d5_ex23-1.htm (EX-23.1) — 4KB
• tm2518292d4_ex-filingfees.htm (EX-FILING FEES) — 25KB
• fc_roadmap-4clr.jpg (GRAPHIC) — 93KB
• ft_withumsmithbrown-4c.jpg (GRAPHIC) — 24KB
• lg_turntherapeutics-4clr.jpg (GRAPHIC) — 24KB
• lg_withumaudit-4c.jpg (GRAPHIC) — 14KB
• sg_withumsmithbrown-bw.jpg (GRAPHIC) — 8KB
• tm2518292d5_ex10-1imgsp2001.jpg (GRAPHIC) — 2KB
• tm2518292d5_ex10-1sp1img001.jpg (GRAPHIC) — 6KB
• tm2518292d5_ex16-1img001.jpg (GRAPHIC) — 9KB
• 0001104659-25-085850.txt ( ) — 4204KB
• tm2518292d4_ex-filingfees_htm.xml (XML) — 5KB

Risk Factors

Risk Factors 21 Special Note Regarding Forward-Looking Statements 57

Use of Proceeds

Use of Proceeds 58 Dividend Policy 59 Capitalization 60

Management's Discussion and Analysis of Financial Condition and Results of Operations

Management's Discussion and Analysis of Financial Condition and Results of Operations 61

Business

Business 72 Management 91 Executive and Director Compensation 95 Certain Relationships and Related Party Transactions 101 Principal and Registered Stockholders 103

Description of Capital Stock

Description of Capital Stock 105 Material U.S. Federal Income and Estate Tax Consequences to Non-U.S. Holders of Our Common Stock 111 Shares Eligible for Future Sale 116 Sale Price History of Our Capital Stock 119 Plan of Distribution 120 Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 124 Legal Matters 124 Experts 124 Where You Can Find More Information 124 Index to Consolidated Financial Statements F-1 In this prospectus, "Turn Therapeutics," "Global Health Solutions," the "Company," "we," "us" and "our" refer to Global Health Solutions, Inc., dba Turn Therapeutics and its consolidated subsidiaries. Immediately prior to the effectiveness of the registration statement of which this prospectus forms a part, we intend to change our name to Turn Therapeutics Inc. Neither we nor any of the Registered Stockholders have authorized anyone to provide any information different from, or in addition to, the information contained in this prospectus and in any free writing prospectuses we have prepared. Neither we nor any of the Registered Stockholders take responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. The Registered Stockholders are offering to sell, and seeking offers to buy, shares of their common stock only under circumstances and in jurisdictions where it is lawful to do so. The information contained in this prospectus is current only as of its date, regardless of the time of delivery of this prospectus or of any sale of our common stock. Our business, financial condition, results of operations and prospects may have changed since such date. This prospectus includes industry and market data that we obtained from periodic industry publications, third-party studies and surveys, filings of public companies in our industry and internal company surveys. These sources include government and industry sources. Industry publicat

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View this S-1 filing on SEC EDGAR