Turn Therapeutics Inc美股招股说明书(2025-10-08版)

17,868,760 Shares Turn Therapeutics Inc. Common Stock This prospectus relates to the registration of the resale of up to 17,868,760 shares of our common stock,par value $0.0001 per share (the “common stock”) by the stockholders identified in this prospectus (the“Registered Stockholders”). Unlike an initial public offering, the resale by the Registered Stockholders isnot being underwritten by any investment bank. The Registered Stockholders may, or may not, elect to selltheir shares of our common stock covered by this prospectus, as and to the extent they may determine. Suchsales, if any, will be made through brokerage transactions on Nasdaq Global Market (“Nasdaq”), or otherpublic exchanges or registered alternative trading venues at prevailing market prices. See the section titled“Plan of Distribution.” If the Registered Stockholders choose to sell their shares of common stock, we willnot receive any proceeds from the sale of shares of common stock by the Registered Stockholders. No public market for our common stock currently exists. In addition, our common stock has a limitedhistory of trading in private transactions. On March31, 2025, we commenced an offering of common stockunder the exemption from registration provided by Tier 2 of RegulationA under the Securities Act of 1933,as amended (the “Securities Act”) at a public offering price of $11.65 per share, which concluded onJune27, 2025. We have issued and sold 41,805 shares of common stock via this RegulationA offering,without giving effect to the Stock Split (as defined below). Recent purchase prices of our common stock in private transactions may have little or no relation to theopening public price of our shares of common stock on Nasdaq or the subsequent trading price of our sharesof common stock on Nasdaq. For more information, see the section titled “Sale Price History of Our CapitalStock.” Further, the listing of our common stock on Nasdaq without a firm-commitment underwrittenoffering is a less typical method for commencing public trading in shares of common stock and,consequently, the trading volume and price of shares of our common stock may be more volatile than ifshares of our common stock were initially listed in connection with an initial public offering underwrittenon a firm-commitment basis. On the day that our shares of common stock are initially listed on Nasdaq, Nasdaq will begin accepting,but not executing, pre-opening buy and sell orders and will begin to continuously generate the indicativeCurrent Reference Price (as defined below) on the basis of such accepted orders. The Current ReferencePrice is calculated each second and, during a 10-minute “Display Only” period, is disseminated, along withother indicative imbalance information, to market participants by Nasdaq on its NOII and BookViewertools. Following the “Display Only” period, a “Pre-Launch” period begins, during which Clear Street LLC,in its capacity as our financial advisor (in such capacity, “Clear Street” or the “Advisor”), to perform thefunctions under Nasdaq Rule4120(c)(8), must notify Nasdaq that our shares are “ready to trade.” Once theAdvisor has notified Nasdaq that our shares of common stock are ready to trade, Nasdaq will calculate theCurrent Reference Price for our shares of common stock, in accordance with Nasdaq rules. If the Advisorthen approves proceeding at the Current Reference Price, Nasdaq will conduct a price validation test inaccordance with Nasdaq Rule4120(c)(8). As part of conducting such price validation test, Nasdaq mayconsult with the Advisor if the price bands need to be modified and to select the new price bands forpurposes of applying such test iteratively until the validation tests yield a price within such bands. Uponcompletion of such price validation checks, the applicable orders that have been entered will be executed atsuch price and regular trading of our shares of common stock on Nasdaq will commence. Under Nasdaq rules, the “CurrentReference Price” means: (i)the single price at which the maximum number of orders to buy or sell can bematched; (ii)if there is more than one price at which the maximum number of orders to buy or sell can bematched, then it is the price that minimizes the imbalance between orders to buy or sell (i.e.minimizes thenumber of shares that would remain unmatched at such price); (iii)if more than one price exists under (ii),then it is the entered price (i.e.the specified price entered in an order by a customer to buy or sell) at whichour shares of common stock will remain unmatched (i.e.will not be bought or sold); and (iv)if more thanone price exists under (iii), a price determined by Nasdaq in consultation with the Advisor in its capacity asour financial advisor. In the event that more than one price exists under (iii), the Advisor will exercise anyconsultation rights only to the extent that it can do so consistent with the anti-manipulation provisions of thefederal securities laws, including RegulationM