8-K - Turn Therapeutics Inc. | StockGist

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Turn Therapeutics Inc. entered into a Loan and Security Agreement on March 23, 2026, providing up to $25 million in term loans from Avenue Venture Opportunities Fund II, L.P., with $7 million funded initially and additional tranches subject to clinical and financing milestones. The company issued $1.2 million in common stock as an equity grant and granted conversion and participation rights, extending its cash runway through key clinical readouts.

Key Takeaways

1Entered Loan and Security Agreement dated March 23, 2026, with Avenue Venture Opportunities Fund II, L.P. as Agent and Lender.

2Tranche 1: $7.0 million funded within one business day of closing.

3Tranche 2: up to $8.0 million available September 1, 2026 to March 31, 2027, subject to clinical and financing milestones.

4Discretionary Tranche 3: up to $10.0 million from January 1, 2027 to June 30, 2028, subject to milestones and lender approval.

5Loans bear interest at greater of 5.50% + prime rate or 12.25%, mature October 1, 2029, secured by all assets.

6Issued Equity Grant of common stock valued at $1.2 million based on 5-day VWAP pre-closing to Lender.

Current Report Details

Event Type

Material Agreement+3 More

Disclosure

Mandatory

Variant

8-K

Items Reported

1.01

of this Current Report on Form 8-K is incorporated by reference in this Item 3.02. The securities described above will be offered and sold in reliance upon an e

Material Agreement

Source Document

2.03

. Item 3.02 Unregistered Sales of Equity Securities. The disclosure regarding the Equity Grant and the securities to be sold and issued pursuant to the Conversi

Financing

7.01

, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or oth

Regulation Fd

9.01

Financial Statements and Exhibits. (d) Exhibits. Exhibit Number Description 10.1 Loan and Security Agreement, dated as of March 23, 2026, among the Company, the

Exhibits Only

Source Document

Transaction Details

Material Agreement

Agreement: Loan and Security Agreement and Supplement
Parties: Turn Therapeutics Inc., Avenue Venture Opportunities Fund II, L.P.

•Aggregate principal up to $25.0 million in term loans
•Tranche 1: $7.0 million funded within one business day of March 23, 2026 closing
•Tranche 2: up to $8.0 million between September 1, 2026 and March 31, 2027 subject to clinical and financing milestones
•Discretionary Tranche 3: up to $10.0 million between January 1, 2027 and June 30, 2028 subject to milestones, full Tranche 2 draw, and mutual agreement
•Interest at greater of 5.50% + prime rate or 12.25%
•Secured by lien on all assets including IP, subject to exceptions
•Maturity Date: October 1, 2029
•Interest-only payments until 15-month anniversary of closing, extendable to 30 months max based on milestones
•Prepayable with fees: 3% year 1, 2% year 2, 1% thereafter
•Final payment: 3.75% of funded amount
•Conversion Option: up to $2.0 million ($3.0 million post-Tranche 2) principal into common stock at 80% of closing price
•Participation Right: up to $1.0 million in future equity financings on same terms
•No minimum cash or financial covenants; customary negative covenants and events of default
•Commitment fee: $150,000 ($50,000 pre-paid)

Debt / Financing

Instrument: Term Loans (Growth Capital Loans)
Principal: 25.0 million
Rate: greater of 5.50% + prime rate (WSJ) or 12.25%
Maturity: 2029-10-01

Exhibits (4)

10.1

LOAN AND SECURITY AGREEMENT, DATED AS OF MARCH 23, 2026, AMONG THE COMPANY, THE AGENT AND THE LENDER.

10.2

SUPPLEMENT TO LOAN AND SECURITY AGREEMENT, DATED AS OF MARCH 23, 2026, AMONG THE COMPANY, THE AGENT AND THE LENDER.

8-K

CURRENT REPORT

99.1

PRESS RELEASE, DATED MARCH 24, 2026