Turnstone Biologics Corp. Files 8-K with Major Corporate Changes
| Field | Detail |
|---|---|
| Company | Turnstone Biologics Corp. |
| Form Type | 8-K |
| Filed Date | Aug 11, 2025 |
| Risk Level | high |
| Pages | 8 |
| Reading Time | 9 min |
| Key Dollar Amounts | $0.001, $0.34, $3.0 million, $1.8 million |
| Sentiment | mixed |
Sentiment: mixed
Topics: acquisition, delisting, corporate-governance, filing-update
TL;DR
Turnstone Biologics Corp. 8-K: Acquisition, delisting notice, control change, exec shuffle, bylaws update. Big shakeup.
AI Summary
On August 11, 2025, Turnstone Biologics Corp. filed an 8-K report detailing several significant events. These include the completion of an acquisition or disposition of assets, a notice of potential delisting or failure to meet listing standards, material modifications to security holder rights, and changes in control of the registrant. The filing also addresses departures and appointments of officers and directors, as well as amendments to corporate bylaws and a change in fiscal year.
Why It Matters
This 8-K filing indicates significant corporate restructuring and potential listing issues for Turnstone Biologics Corp., which could impact its stock performance and operational future.
Risk Assessment
Risk Level: high — The filing mentions a notice of delisting or failure to meet listing standards, which is a significant risk to the company's public trading status.
Key Players & Entities
- Turnstone Biologics Corp. (company) — Registrant
- 0001764974 (company) — Central Index Key
- 832909368 (company) — EIN
FAQ
What specific assets were acquired or disposed of by Turnstone Biologics Corp. on or before August 11, 2025?
The filing indicates the completion of an acquisition or disposition of assets, but does not provide specific details about the assets involved in this 8-K report.
What are the reasons for the notice of delisting or failure to satisfy a continued listing rule for Turnstone Biologics Corp.?
The 8-K filing states there is a notice of delisting or failure to satisfy a continued listing rule, but does not specify the exact rule or reason in this document.
What changes in control of Turnstone Biologics Corp. are reported in this filing?
The filing reports changes in control of the registrant, but the specific details of these changes are not provided in the summary information of the 8-K.
Are there any new officers or directors appointed, or any departures mentioned for Turnstone Biologics Corp. as of August 11, 2025?
Yes, the filing notes the departure of directors or certain officers, the election of directors, and the appointment of certain officers, along with compensatory arrangements.
What modifications have been made to the rights of security holders of Turnstone Biologics Corp.?
The 8-K filing indicates material modifications to the rights of security holders, but the specific nature of these modifications is not detailed in the provided summary.
Filing Stats: 2,320 words · 9 min read · ~8 pages · Grade level 11.7 · Accepted 2025-08-11 10:30:42
Key Financial Figures
- $0.001 — ich registered Common Stock, par value $0.001 per share TSBX The Nasdaq Capital M
- $0.34 — "Shares"), for a price per Share of (i) $0.34 (the "Cash Amount"), payable subject to
- $3.0 million — a total consideration of approximately $3.0 million to offset Turnstone's obligations to Mo
- $1.8 million — ase Agreement), of which, approximately $1.8 million was placed into an escrow account as of
Filing Documents
- d27108d8k.htm (8-K) — 43KB
- d27108dex22.htm (EX-2.2) — 111KB
- d27108dex31.htm (EX-3.1) — 31KB
- d27108dex32.htm (EX-3.2) — 119KB
- 0001193125-25-177597.txt ( ) — 500KB
- tsbx-20250811.xsd (EX-101.SCH) — 3KB
- tsbx-20250811_lab.xml (EX-101.LAB) — 18KB
- tsbx-20250811_pre.xml (EX-101.PRE) — 11KB
- d27108d8k_htm.xml (XML) — 4KB
Financial Statements and Exhibits
Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 2.1+ Agreement and Plan of Merger, dated June 26, 2025, by and among the Company, Purchaser and Merger Sub (incorporated herein by reference to Exhibit 2.1 to the Company's Current Report on Form 8-K/A filed with the SEC on July 1, 2025). 2.2+ Contingent Value Rights Agreement, dated August 11, 2025, by and among Purchaser, Broadridge Corporate Issuer Solutions, LLC and WT Representative LLC. 2.3+ Asset Purchase Agreement, dated June 26, 2025, by and among the Company and Lee Moffitt Cancer Center and Research Institute, Inc. (incorporated herein by reference to Exhibit 2.2 to the Company's Current Report on Form 8-K/A filed with the SEC on July 1, 2025). 3.1 Amended and Restated Certificate of Incorporation of the Company. 3.2 Amended and Restated Bylaws of the Company. 10.1 Escrow Agreement, dated June 26, 2025, by and among the Company, H. Lee Moffitt Cancer Center and Research Institute, Inc. and Citibank, N.A (incorporated herein by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K/A filed with the SEC on July 1, 2025). 104 Cover page interactive data file (embedded within the inline XBRL document). + Certain exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company hereby undertakes to furnish supplementally copies of any of the omitted schedules and annexes upon request by the SEC; provided, however, that the Company may request confidential treatment pursuant to Rule 24b-2 of the Exchange Act for any annexes or schedules so furnished.
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: August 11, 2025 TURNSTONE BIOLOGICS CORP. By: /s/ Sammy Farah Sammy Farah, M.B.A., Ph.D. President and Chief Executive Officer