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Turn sells $1.35 million of stock to existing investors at $10.00 a share

Tickers TTRX

A Form D filed August 26, 2026 reports $1,650,000 sold to eight investors, while the August 14 agreements covered $1.35 million. The shares carry registration rights.

Key facts

Company
Turn Therapeutics Inc. (NASDAQ: TTRX)
News type
Financings
Primary source
SEC EDGAR: Turn Therapeutics D
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Turn Therapeutics (Nasdaq: TTRX) agreed on August 14, 2026 to sell 135,000 shares of common stock to accredited investors at $10.00 per share, for aggregate gross proceeds of $1.35 million, according to an 8-K signed August 17, 2026. The buyers were existing series and seed investors in the company.

A Form D notice filed with the SEC on August 26, 2026 gives a different total. It reports a total amount sold of $1,650,000, with the first sale on August 14, 2026, to eight investors. The notice lists the total offering amount as indefinite.

Who is named

Neither filing names an underwriter, placement agent or financial advisor for the sale. The 8-K does not name a bank at all. The Form D reports sales commissions of $0 and finder's fees of $0, and a minimum investment of $15,000 accepted from any outside investor. Neither filing names counsel to the company or to the investors.

The details

The shares were sold in a private placement under Section 4(a)(2) of the Securities Act and Regulation D, as transactions not involving a public offering. Turn granted the investors certain registration rights, which means it has agreed to register the shares for resale later.

The two totals do not match. The 8-K describes agreements for $1.35 million, and the Form D reports $1,650,000 sold. Neither filing explains the difference, and neither gives a final share count. The Form D claims the Rule 506(b) exemption, records the first sale as August 14, 2026 and says the offering will not last more than one year.

The company

Turn is developing GX-03, a topical therapy for moderate-to-severe eczema, in a randomized, double-blind, vehicle-controlled study, according to its 10-K. The company said it expected topline results in mid-2026 and planned an interim assessment at about 50% trial completion. It is also studying GX-03 for onychomycosis. The same formula sits in a set of earlier medical device clearances, and the 10-K says the device K183681 has been licensed to Medline under a license and supply agreement. The company describes its model as one that leans on contractors and vendors while keeping a small internal team, in order to minimize cash burn.

The 10-K says the active ingredient, polyhexanide, has never been formally submitted or approved as an API for a drug product in the United States. It also says the choice of indications rests on physician feedback, case studies and sponsor-initiated in vivo and in vitro data. Those are the foundations for two drug indications that still have to be proven in trials.

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. The 10-Q filed on August 12 shows cash and cash equivalents of $5,076,144 at the end of 2025 and $10,288,510 at June 30, 2026. It also 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." At June 30 it had 29,788,040 shares issued and derivative liabilities of $6,109,030.

Against that balance, the $1.35 million in the agreements, or the $1,650,000 in the Form D, is a modest addition. The price of $10.00 a share was set in a private purchase agreement, not in the market, and the filings give no market price for comparison.

What comes next

The shares are unregistered until Turn files a resale registration statement under the rights. Until a registration takes effect, the buyers can resell them only under an exemption from registration. Neither filing says when that filing will happen, or when Turn will report the final share count and proceeds.

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