Turn Therapeutics Inc美股招股说明书(2025-10-29版)

Turn Therapeutics Inc. Up to 7,000,000 Shares of Common Stock This prospectus relates to the offer and sale from time to time of up to 7,000,000 shares of commonstock, par value $0.0001 per share (“common stock”), of Turn Therapeutics Inc. (the “Company,” “we, “us,”or “our”) by GEM Global Yield LLC SCS (“GEM Yield”) and GEM Yield Bahamas Limited (“GYBL” andtogether with GEM Yield, the “selling stockholders” or “GEM”). Upon the terms and subject to the conditions of an Amended and Restated Share Purchase Agreement,dated as of August29, 2025, by and between the Company and the selling stockholders, which was furtheramended by a side letter dated as of September 24, 2025, (as amended, the “GEM Purchase Agreement”),the Company may issue and sell to GEM, and GEM has agreed to purchase from the Company, up to thenumber of shares of common stock having an aggregate purchase price of $85,000,000 (the “aggregatelimit”), pursuant to draw down notices, which the Company may deliver to GEM in its sole discretion. OnOctober8, 2025 (the “Listing Date”), the date our common stock commenced trading on the Nasdaq GlobalMarket (“Nasdaq”), we also issued a warrant to GEM (the “GEM Warrant”) to purchase a number of sharesof common stock equal to 4.0% of the total outstanding equity interests (including common stock and anyother equity interests convertible or exchangeable into common stock or bearing equivalent economicinterests) as of such date, calculated on a fully diluted basis, which amount was equal to 1,192,207 shares atan exercise price of $5.03 per share, subject to adjustments provided under the GEM Warrant. In addition,we agreed to pay a commitment fee of 1% of the aggregate limit in cash or freely tradeable common stock(the “Commitment Fee”) as consideration for GEM’s irrevocable commitment to purchase shares ofcommon stock at our election in our sole discretion, from time to time after the date of this prospectus, uponthe terms and subject to the satisfaction of the conditions set forth in the GEM Purchase Agreement. OnOctober29, 2025, we issued GEM 161,905 shares of common stock (calculated as the quotient of $850,000andthe closing price of our common stock on Nasdaq on October 28, 2025, which was $5.25 per share)(such shares, the “Commitment Fee Shares”). In connection with the GEM Purchase Agreement, we enteredinto an Amended and Restated Registration Rights Agreement, by and among the Company and the sellingstockholders on August29, 2025 (the “GEM Rights Agreement,” and together with the GEM PurchaseAgreement, the “GEM Agreements”), pursuant to which we agreed to register all the shares that may beissuable to the selling stockholders, including those underlying the GEM Warrant and the Commitment FeeShares. See “Committed Equity Financing” for more information regarding the GEM Agreements. We are not selling any shares of our common stock in this offering and we will not receive any of theproceeds from the sale of shares of our common stock by the selling stockholders. The selling stockholderswill receive all of the proceeds from any sales of the shares of our common stock offered hereby. However,we will incur expenses in connection with the registration of the shares of our common stock offeredhereby. The shares of common stock covered by this prospectus will be issued in reliance on the exemptionfrom registration provided by Section4(a)(2) of the Securities Act of 1933, as amended (the “SecuritiesAct”). The selling stockholders may sell these shares through public or private transactions at market pricesprevailing at the time of sale or at negotiated prices. The timing and amount of any sale are within the solediscretion of the selling stockholders. The selling stockholders are underwriters within the meaning ofSection2(a)(11) of the Securities Act and any broker-dealers or agents that participate in distribution of the securities will also be underwriters within the meaning of Section2(a)(11) of the Securities Act. There canbe no assurances that the selling stockholders will sell any or all of the securities offered under thisprospectus. For further information regarding the possible methods by which the shares may be distributed, see thesection titled “Plan of Distribution” beginning on page122of this prospectus. Our shares of common are listed on Nasdaq under the symbol “TTRX”. On October28, 2025, theclosing price of our common stock, as reported on Nasdaq, was $5.25 per share. We are an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012(the “JOBS Act”) and a “smaller reporting company,” as defined in Rule12b-2 under the SecuritiesExchange Act of 1934, as amended (the “Exchange Act”). As a result, we are subject to reduced publiccompany disclosure standards. See the section entitled “Implications of Being an Emerging GrowthCompany and a Smaller Reporting Company” for more information. We are a “controlled company” within the meaning of the corporate governance