Turnstone Biologics Corp 2024年度报告

Securities registered pursuant to Section 12(g) of the Act:None Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.YES☐NO☒ Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act.YES☐NO☒ Indicate by check mark whether the Registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.YES☒NO☐ Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T(§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit such files).YES☒NO☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growthcompany. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the ExchangeAct. Large accelerated filer☐Accelerated filer☐Non-accelerated filer☒Smaller reporting company☒Emerging growth company☒ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financialaccounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financialreporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect thecorrection of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of theregistrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).YES☐NO☒ The aggregate market value of the registrant’s Common Stock held by non-affiliates, based on the closing sales price of the stock on the Nasdaq Global Market for the lastbusiness day of the registrant’s most recently completed second fiscal quarter, was $44,880,529. The number of shares of Registrant’s Common Stock outstanding as of March 17, 2025 was23,138,896. Turnstone Biologics Corp. FORM 10-K TABLE OF CONTENTS PART I Item 1.BusinessItem 1A.Risk FactorsItem 1B.Item 1C.Unresolved Staff CommentsCybersecurityItem 2.PropertiesItem 3.Legal ProceedingsItem 4.Mine Safety Disclosures PART II Item 5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of EquitySecurities78Item 6.[Reserved]78Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations79Item 7A.Quantitative and Qualitative Disclosures About Market Risk91Item 8.Financial Statements and Supplementary Data92Item 9.Changes in and Disagreements With Accountants on Accounting and Financial Disclosure130Item 9A.Controls and Procedures130Item 9B.Other Information130Item 9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections130 PART IIIItem 10. Directors, Executive Officers and Corporate Governance131Item 11.Executive Compensation135Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters142Item 13.Certain Relationships and Related Transactions, and Director Independence144Item 14.Principal Accounting Fees and Services146 PART IV Item 15.Exhibits, Financial Statement Schedules147Item 16.Form 10-K Summary149 Special Note Regarding Forward-Looking Statements This Annual Report on Form 10-K contains forward-looking statements that involve a number of risks and uncertainties,many of which are beyond our control. Although our forward-looking statements reflect the good faith judgment of ourmanagement, these statements can only be based on facts and factors currently known by us. Consequently, these forward-lookingstatements are inherently subject to risks and uncertainties, and actual results and outcomes may differ materially from results andoutcomes discussed in the forward-looking statements as a result of various factors, including those set forth below under thecaption “Risk Factors.” Forward-looking st