Turn completes first GEM equity draw for $4.1 million at about $3.29 a share

Turn Therapeutics Inc. (Nasdaq: TTRX) sold 1,235,200 shares of common stock to GEM in 2025 at approximately $3.29 a share, for proceeds of approximately $4.07 million, under its share purchase agreement with the investor. The figures appear in the company's annual report, which says the shares were issued under the Section 4(a)(2) exemption and that the money went to working capital and general corporate purposes. The annual report does not give the dates of the sale or name a placement agent or other bank for it.

The GEM agreement

The investor is GEM, defined in the filings as GEM Global Yield LLC SCS and GEM Yield Bahamas Limited. The agreement was signed in December 2024 for sales of up to $75.0 million, contingent on a public listing. It lets Turn issue stock within three years of listing at 90% of the average daily closing price during a draw-down pricing period, with each draw capped at 300% of the average trading volume of the 15 days before. Turn can set a floor price and restrict sales volume.

In April 2025 the limit rose to $85.0 million, with the added $10.0 million available only through a day-one draw-down capped at $10.0 million, with a pricing period cut to 10 trading days. An August 2025 amendment changed registration rights. The investor was entitled to a 1% commitment fee, settled with 161,905 shares. On the date of the direct listing, Turn issued GEM a warrant for 1,192,207 shares, 4% of the equity interest, at $5.03 a share. The warrant is carried as a derivative liability, and GEM exercised it on a cashless basis on August 13, 2026 for 579,664 shares, according to an 8-K.

The annual report warns that the company cannot predict how many shares it will sell to GEM, at what prices or for how much, and that any sales could cause substantial dilution. The $3.29 draw price is well below the $5.03 warrant price.

The company and its cash

Turn, which changed its name from Global Health Solutions, Inc. in September 2025, is developing GX-03, a topical product in a double-blind, vehicle-controlled clinical study in moderate-to-severe eczema. It also pursues onychomycosis and licenses an older cleared gauze device to Medline. The 10-K says the medical devices are not the focus of current clinical development and calls its intranasal vaccine platform exploratory.

Its quarterly report for June 30, 2026 shows cash of $10,288,510 against $5,076,144 at the end of 2025, and an accumulated deficit of $29.2 million. For the six months it reported a net loss of $6,820,865 and used $2,556,171 in operations. Total stockholders' equity fell to $686,888 from $4,686,723, and the derivative liability was $6,109,030.

The company says its cash will fund operating and development expenses for GX-03 in atopic dermatitis into the third quarter of 2027, and then discloses that its capital may not cover the next 12 months, which raises substantial doubt about its ability to continue as a going concern. It expects to rely on future draw-downs under the GEM agreement and on debt.

The loan

On March 24, 2026 Turn drew $7.0 million of a term loan facility of up to $25.0 million from Avenue Venture Opportunities Fund II, L.P., which is both lender and administrative and collateral agent. The loans bear interest at the greater of 5.50% plus the prime rate and 12.25%, are secured by all of Turn's assets including intellectual property, and mature on the 42nd month after closing. A second tranche of up to $8.0 million depends on first patient dosing in a Phase 3 onychomycosis trial, a $10.0 million equity raise and positive Phase 2 data. Long-term debt, net, was $6,062,994 at June 30, 2026.

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