Turn Therapeutics discloses GEM's cashless warrant exercise for 579,664 shares
The company issued the shares under a warrant tied to its 2025 share purchase agreement with GEM, filed August 18, 2026.
Turn Therapeutics Inc. reported in an 8-K dated August 13, 2026 that GEM Yield Bahamas Limited exercised a warrant in full on that date, resulting in the issuance of 579,664 shares of common stock.
The warrant originated on October 8, 2025, when the company issued to GEM Yield Bahamas Limited a warrant to purchase 1,192,207 shares of the company's common stock, representing 4% of the company's fully diluted outstanding shares as of such date.1 The warrant carried an exercise price of $5.03 per share, subject to adjustments under the Amended and Restated Share Purchase Agreement dated August 29, 2025, among the company, GEM Global Yield LLC SCS and GEM Yield Bahamas Limited, as amended by a side letter dated September 24, 2025.1
The warrant included a cashless exercise mechanism. Under this provision, if the per share market value of the common stock exceeds the warrant price, the holder may elect to exercise the warrant on a cashless basis, with per share market value defined as the last closing bid price on the applicable national securities exchange.1
On August 13, 2026, GEM exercised the warrant in full pursuant to the cashless exercise provision, and the company issued 579,664 shares of common stock to GEM.1 The share issuance was made under an exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, based on GEM's representation that it is an accredited investor as defined in Regulation D.1
The filing was signed by Chief Executive Officer Bradley Burnam and dated August 18, 2026.
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