Turn Therapeutics Inc. filed a Form 8-K on August 18, 2026, reporting that GEM Yield Bahamas Limited exercised a warrant in full on a cashless basis on August 13, 2026, resulting in the issuance of 579,664 shares of common stock.

Key Highlights

  • Warrant exercised in full: GEM Yield Bahamas Limited exercised the entire warrant on August 13, 2026, using the cashless exercise provision.
  • Shares issued: The company issued 579,664 shares of common stock, par value $0.0001 per share, to GEM.
  • Original warrant details: The warrant was issued on October 8, 2025, to purchase 1,192,207 shares, representing 4% of the company's fully diluted outstanding shares as of that date.
  • Exercise price: The warrant carried an exercise price of $5.03 per share, subject to certain adjustments.
  • Exemption claimed: The issuance relied on the Section 4(a)(2) exemption from registration, based on GEM's representations as an accredited investor under Regulation D.

Turn Therapeutics Completes GEM Warrant Cashless Exercise, Issues New Shares

According to the filing, Turn Therapeutics Inc. (NASDAQ:TTRX) originally issued the warrant to GEM Yield Bahamas Limited on October 8, 2025, under an Amended and Restated Share Purchase Agreement dated August 29, 2025, by and among the company, GEM Global Yield LLC SCS, and GEM Yield Bahamas Limited, as amended by a side letter dated September 24, 2025. The warrant granted GEM the right to purchase 1,192,207 shares, equal to 4% of the company's fully diluted outstanding shares as of the issuance date, at an exercise price of $5.03 per share.

The filing describes a cashless exercise provision within the warrant: if the Per Share Market Value of the common stock exceeds the exercise price, the holder may elect to exercise on a cashless basis and receive shares calculated per the warrant's terms. "Per Share Market Value" is defined in the warrant as "the last closing bid price per share of Common Stock on the applicable date on the national securities exchange on which the Common Stock is then listed." On August 13, 2026, GEM elected this cashless route, exercising the warrant in full and receiving 579,664 shares rather than the original 1,192,207 shares that a cash exercise would have covered.

The company disclosed that the shares were issued in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended, based on GEM's representations that it is an accredited investor as defined in Regulation D. The 8-K was signed by Bradley Burnam, Chief Executive Officer, on August 18, 2026.

What Was Disclosed

Turn Therapeutics reported an unregistered sale of equity securities under Item 3.02, detailing the August 13, 2026 cashless exercise of a warrant by GEM Yield Bahamas Limited, resulting in the issuance of 579,664 shares of common stock at no cash consideration.