Form 8-K

8-K — Turn Therapeutics Inc.

Accession: 0001213900-26-037470

Filed: 2026-03-31

Period: 2026-03-31

CIK: 0002023016

SIC: 2834 (PHARMACEUTICAL PREPARATIONS)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — ea0283795-8k_turn.htm (Primary)

EX-99.1 — PRESS RELEASE, DATED MARCH 31, 2026 (ea028379501ex99-1.htm)

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant

to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):

March 31, 2026

TURN THERAPEUTICS INC.

(Exact name of registrant as specified in its charter)

Delaware

001-42875

32-0456090

(State or other jurisdiction

of incorporation)

(Commission File Number)

(IRS Employer

Identification Number)

250 N. Westlake Blvd., Westlake Village, California

91362

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including

area code: (818) 564-4011

N/A

(Former name or former address, if changed since

last report)

Check the appropriate box below if the Form 8-K

filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class

Trading Symbol

Name of Each Exchange on

Which Registered

Common Stock, par value

$0.0001 per share

TTRX

The Nasdaq

Stock Market LLC

Indicate by check mark whether the registrant

is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the

Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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 financial accounting

standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02

Results of Operations and Financial Condition.

On March 31, 2026, Turn Therapeutics

Inc. issued a press release (the “Press Release”) announcing its financial and operating results for the year ended December

31, 2025. A copy of the Press Release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

The information in Item 2.02

of this Current Report on Form 8-K and the Press Release furnished as Exhibit 99.1 hereto shall not be deemed “filed” for

purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the

liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended,

or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.

Description

99.1

Press Release, dated March 31, 2026

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities

Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

TURN THERAPEUTICS INC.

Date: March 31, 2026

By:

/s/ Bradley Burnam

Name:

Bradley Burnam

Title:

Chief Executive Officer

EX-99.1 — PRESS RELEASE, DATED MARCH 31, 2026

EX-99.1

Filename: ea028379501ex99-1.htm · Sequence: 2

Exhibit 99.1

Turn Therapeutics Reports Full Year 2025 Financial

Results and Provides Corporate Updates

Phase 2 Trial for GX-03 in Moderate-Severe Atopic

Dermatitis on Track, Topline Results Expected Mid-2026

Secured up to $25 Million in Growth Capital

from Avenue Capital Group

Strengthened Leadership Team via Appointments

of Dr. Robert Redfield and Martin Dewhurst

Los Angeles, CA — March 31, 2026 — Turn

Therapeutics Inc. (Nasdaq: TTRX), a clinical-stage biotechnology company developing targeted inflammatory and immunology therapies

for dermatologic conditions, today reported financial results for the year ended December

31, 2025, and provided corporate updates.

“Our first months as a public company have

been highly productive, with strong progress across our clinical, financial, and strategic priorities,” said Bradley Burnam, Chief

Executive Officer of Turn Therapeutics. “Our Phase 2 trial of GX-03 for moderate-to-severe atopic dermatitis remains on track for

topline results in mid-2026, positioning us to advance a potential first-line therapy in atopic dermatitis. Securing up to $25 million

in growth capital from Avenue Capital extends our expected runway through the end of 2027 and supports focused investment in the Company’s

therapeutic programs. In parallel, our global license, supply, and distribution agreement with Medline creates the opportunity to begin

generating revenue in late 2026 while also validating the commercial viability of our technology across multiple applications.”

Recent Corporate

Updates

● Secured up to $25 million in growth capital

from Avenue Capital. In March 2026, the company entered into a venture debt facility for up to $25 million in growth capital to support

cash runway through the end of 2027 and advance GX-03, Turn’s lead investigational drug, in atopic dermatitis and onychomycosis.

The loan facility has a 42-month term and includes an initial tranche of $7 million and two additional tranches totaling up to $18 million

which may be drawn by the Company, subject to certain milestones and criteria.

● Appointed Dr. Robert Redfield, former CDC

Director to provide strategic guidance on GX-03 development and regulatory path. Dr. Redfield is a nationally recognized public health

leader who served as the 18th Director of the U.S. Centers for Disease Control and Prevention (CDC). Dr. Redfield’s expertise

and guidance will be instrumental in navigating the regulatory pathway of GX-03 through development and commercialization.’

● Appointed Martin Dewhurst to the Board of

Directors. Mr. Dewhurst brings more than 30 years of experience in life sciences strategy and M&A. He previously served as global

co-lead of McKinsey & Company’s life sciences practice and currently serves as a senior advisor to PJT Partners and an external

advisor to Lightrock. His experience is expected to support the Company’s long-term growth and strategic development.

● In the fourth quarter of 2025, the Company

entered into a global supply, development, and license agreement with Medline, the largest provider of medical-surgical products and supply

chain solutions serving all points of care. The agreement establishes a long-term collaboration to develop, manufacture, and commercialize

products leveraging Turn Therapeutics’ proprietary PermaFusion® delivery platform in the professional and retail markets.

● Expansion of intranasal vaccine pipeline to

include intranasal Influenza candidate that may stimulate systemic immunity via targeted intranasal exposure. Leveraging the Company’s

proprietary delivery technology to potentially provide a thermostable intranasal influenza vaccine capable of being rapidly deployed and

administered in pandemics.

Full Year 2025

Financial Results

● Cash and Cash Equivalents: Cash and cash

equivalents as of December 31, 2025 were $5.08 million, which excludes the receipt of $7.0 million in gross proceeds from the facility

with Avenue Capital.

● Research and Development (R&D) Expenses:

Research and development expenses for the year ended December 31, 2025 were $0.3 million compared to $0.2 million for the year ended December

31, 2024.

● General and Administrative (G&A) Expenses:

General and administrative expenses for the year ended December 31, 2025 were $5.5 million, an increase of $4.0 million, compared to $1.5

million for the year ended December 31, 2024. The increase was a result of an increase in legal, advisory, accounting, and other services

and fees associated with the Company’s public listing in 2025.

Financial Tables

Turn Therapeutics Inc.

Consolidated Statements of Operations

(in US Dollars)

Years Ended December 31,

2025

2024

Operating expenses:

General and administrative

$ 5,593,078

$ 1,551,168

Research and development

265,570

245,956

Total operating expenses

5,858,648

1,797,124

Loss from operations

(5,858,648 )

(1,797,124 )

Other income:

Net gain from change in fair value of derivative liability instrument

2,574,971

Gain from change in fair value of forward contract liability

380,442

Amortization of deferred offering cost

(496,948 )

Interest income

29,583

28,709

Other income

176,520

Total other income

2,664,568

28,709

NET LOSS

$ (3,194,080 )

$ (1,768,415 )

Basic and diluted net loss per common share

$ (0.12 )

$ (0.07 )

Weighted-average common shares outstanding, basic and diluted

27,716,045

26,643,432

Turn Therapeutics Inc.

Selected Balance Sheet Data

(in US Dollars)

As of December 31,

2025

2024

Cash and cash equivalents

$ 5,076,144

$ 872,599

Total assets

12,162,241

2,048,889

Total liabilities

7,475,518

2,226,321

Total stockholders’ equity (deficit)

4,686,723

(177,432 )

About Turn Therapeutics

Turn Therapeutics is a biotechnology company

focused on developing innovative, precision therapies that target the underlying causes of inflammatory diseases with high unmet needs.

Their lead investigational therapy, GX-03, is a first-in-class, non-systemic topical inhibitor currently in late-stage development for

the treatment of moderate-to-severe atopic dermatitis (eczema). This therapy is designed to modulate key inflammatory pathways involved

in eczema and other inflammatory dermatological conditions.

Forward-Looking Statement

Certain statements in this press release may constitute

“forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. All statements, other

than statements of historical fact, contained in this press release are forward-looking statements. Forward-looking statements contained

in this press release may be identified by the use of words such as “anticipate,” “believe,” “contemplate,”

“could,” “estimate,” “expect,” “intend,” “seek,” “may,” “might,”

“plan,” “potential,” “predict,” “project,” “suggest,” “target,”

“aim,” “should,” “will,” “would,” or the negative of these words or other similar expressions,

although not all forward-looking statements contain these words. Forward-looking statements are based on Turn’s current expectations

and are subject to inherent uncertainties, risks, and assumptions that are difficult to predict, including risks related to the timing

and effectiveness of the Company’s registration statement, the success of development programs, and the Company’s ability

to execute its strategic plan. Further, certain forward-looking statements are based on assumptions as to future events that may not prove

to be accurate. For a further discussion of risks and uncertainties that could cause actual results to differ from those expressed in

these forward-looking statements, as well as risks relating to the business of Turn Therapeutics in general, see the risk disclosures

in the Company’s filings with the SEC. All such forward-looking statements speak only as of the date they are made, and Turn undertakes

no obligation to update or revise these statements, whether as a result of new information, future events, or otherwise.

Investor Relations/ Media Contact:

Sasha Damouni

Damouni Group LLC

Sasha@damounigroup.com

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