Turn issues 579,664 shares as GEM exercises warrant on a cashless basis

Turn Therapeutics (Nasdaq: TTRX) issued 579,664 common shares to GEM after the investor exercised its warrant in full on a cashless basis on August 13, 2026. The company reported the issue in an 8-K signed August 18, 2026.

Turn issued the warrant to GEM Yield Bahamas Limited on October 8, 2025. It covered 1,192,207 shares of common stock, 4% of the fully diluted share count at that date, at an exercise price of $5.03 per share. The warrant's price is subject to adjustments under an amended and restated share purchase agreement with GEM Global Yield LLC SCS and GEM Yield Bahamas, dated August 29, 2025, as amended by a side letter dated September 24, 2025.

What the cashless option does

The warrant lets the holder exercise without paying cash, but only when the per-share market value is above the warrant price. That value is defined as the last closing bid price on the exchange where the stock trades. The holder then receives a smaller number of shares set by a formula in the warrant, rather than paying $5.03 for each of the 1,192,207 shares. GEM received 579,664 shares, which is fewer than the warrant covered. Turn took in no exercise cash.

Turn issued the shares under the Section 4(a)(2) private placement exemption, relying on GEM's representation that it is an accredited investor. The shares were not registered at issue.

The company behind the warrant

Turn is developing GX-03, a non-systemic topical immunomodulator for moderate-to-severe eczema, and is also studying it for onychomycosis, according to its 10-K. The study is randomized, double-blind and vehicle-controlled. The company said it intended to conduct an interim assessment at about 50% trial completion, with topline results expected in mid-2026.

The active ingredient, polyhexanide, has never been formally submitted or approved as an API for a drug product in the United States, according to the 10-K. The company says its choice of indications rests on physician feedback, case studies and sponsor-initiated in vivo and in vitro data. That is a thinner base than the controlled trial the company is still running.

The company's device business has been licensed to partners. The 10-K says Medline took a license and supply agreement covering the K183681 device, and that the company's model leans on contractors and vendors to keep cash burn low.

The money

The 10-K reports a net loss of $3.2 million for 2025, against $1.8 million for 2024. Cash used in operations was $2.6 million in 2025 and $1.4 million in 2024. Research and development expense was $265,570 in 2025. The 10-Q filed the day before the exercise shows cash and cash equivalents of $5,076,144 at the end of 2025 and $10,288,510 at June 30, 2026, and says the company's capital resources may not cover the next 12 months, which "raises substantial doubt about our ability to continue as a going concern." It also shows derivative liabilities of $6,109,030 at June 30, up from $3,028,401 at the end of 2025, and 29,788,040 shares issued.

A holder exercising for cash would have paid $5.03 per share for each of the 1,192,207 shares. Under the cashless terms Turn received nothing from the exercise, so the cost to existing holders is the 579,664 new shares alone.

Who is named

The 8-K names no underwriter, placement agent or financial advisor for this exercise. The counterparties named in the filing are GEM Yield Bahamas Limited and GEM Global Yield LLC SCS, which is the entity that signed the share purchase agreement with Turn. The filing does not name counsel for either side of the exercise.

What comes next

Turn's next quarterly report should show how the exercise affects its share count and its derivative accounts. The GEM facility remains in place, and any further draw-down notices from GEM will show up in later filings.

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