Turn Therapeutics Issues Shares After Warrant Cashless Exercise

What Happened

• Turn Therapeutics Inc. announced that on August 13, 2026 GEM Yield Bahamas Limited exercised in full a warrant originally issued October 8, 2025. The exercise was done under the warrant's cashless exercise provision, and the Company issued 579,664 shares of common stock to GEM.
• The Warrant originally entitled GEM to purchase 1,192,207 shares (representing 4% of Turn’s fully diluted shares as of Oct 8, 2025) with an exercise price of $5.03 per share, subject to adjustments in the Amended and Restated Share Purchase Agreement (dated Aug 29, 2025) and a Sept 24, 2025 side letter. The Warrant defines “Per Share Market Value” as the last closing bid price on the exchange where the shares trade.

Key Details

• Issuance date of shares: August 13, 2026.
• Shares issued to GEM: 579,664 common shares.
• Original Warrant coverage: 1,192,207 shares (4% of fully diluted shares as of Oct 8, 2025).
• Warrant exercise price: $5.03 per share (subject to SPA adjustments); exercise relied on a cashless exercise formula.
• Securities exemption: Issuance made under Section 4(a)(2) of the Securities Act based on GEM’s representation that it is an accredited investor.

Why It Matters

• This transaction increased Turn Therapeutics’ outstanding common shares (the filing reports 579,664 new shares issued), which can affect per-share metrics and ownership percentages.
• Because the Warrant was exercised cashlessly, Turn did not receive cash proceeds from this exercise. That matters for investors tracking company cash inflows from financing activities.
• The filing clarifies the legal basis for the issuance (Section 4(a)(2) private placement exemption) and references the underlying sale and adjustment terms in the August 29, 2025 SPA and related side letter, which govern potential future adjustments or related transactions.