As filed with the Securities and Exchange Commission
on October 7, 2025
Registration No._____
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
Turn Therapeutics Inc.
(Exact Name of Registrant as Specified in Its
Charter)
| Delaware |
32-0456090 |
(State or Other Jurisdiction of
Incorporation or Organization) |
(I.R.S. Employer Identification
No.) |
| |
|
250 N. Westlake Blvd.
Westlake Village, California |
91362 |
| (Address
of Principal Executive Offices) |
(Zip Code) |
Turn Therapeutics Inc. 2025 Omnibus Incentive
Plan
Global Health Solutions Inc. 2024 Equity Incentive Plan
Global Health Solutions Inc. 2018 Stock
Plan
(Full Title of the Plans)
Bradley Burnam
Chief Executive Officer
250 N. Westlake Blvd.
Westlake Village, CA, 91362
(Name and Address of Agent For Service)
(818) 564-4011
(Telephone Number, Including Area Code, of Agent for Service)
Copies to:
Michael Kaplan
Stephen A. Byeff
Davis Polk & Wardwell LLP
450 Lexington Avenue
New York, New York 10017
(212) 450-4000
Indicate by check mark whether
the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging
growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting
company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated
filer |
¨ |
Accelerated filer |
¨ |
| Non-accelerated filer |
x |
Smaller reporting company |
x |
| |
|
Emerging growth company |
x |
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 7(a)(2)(B) of the Securities Act. ¨
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The information specified in Item 1 and Item 2 of Part I of Form S-8
is omitted from this Registration Statement on Form S-8 (this “Registration Statement”) in accordance with the provisions
of Rule 428 under the Securities Act of 1933, as amended (the “Securities Act”), and the introductory note to Part I
of the Form S-8 instructions. The documents containing the information specified in Part I will be delivered to the participants
in the plans as required by Rule 428(b)(1).
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed by Turn Therapeutics
Inc. (the “Registrant”) with the Securities and Exchange Commission (the “Commission”) pursuant to the Securities
Exchange Act of 1934, as amended (the “Exchange Act”), are incorporated by reference herein:
| (2) | All reports filed pursuant to Section 13(a) or 15(d) of
the Securities Exchange Act of 1934, as amended (the “Exchange Act”) since the
end of the fiscal year covered by the Registrant’s Registration Statement on the Form S-1
referred to in clause (1) above; and |
In addition, all documents filed by the Registrant
pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, after the date of this Registration Statement and prior to the
filing of a post-effective amendment that indicates that all securities offered hereby have been sold or which deregisters all securities
then remaining unsold, are incorporated by reference in this Registration Statement and are a part hereof from the date of filing of
such documents; except as to any portion of any future annual or quarterly report to stockholders or document or current report furnished
under current Items 2.02 or 7.01 of Form 8-K that is not deemed filed under such provisions. Any statement contained in a document
incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration
Statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Registration Statement.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Section 145 of the Delaware General Corporation
Law provides that a corporation may indemnify directors and officers as well as other employees and individuals against expenses (including
attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection
with any threatened, pending or completed actions, suits or proceedings in which such person is made a party by reason of such person
being or having been a director, officer, employee or agent to the Registrant. The Delaware General Corporation Law provides that Section 145
is not exclusive of other rights to which those seeking indemnification may be entitled under any bylaw, agreement, vote of stockholders
or disinterested directors or otherwise. The Registrant’s amended and restated certificate of incorporation and amended and restated
bylaws will provide for indemnification by the Registrant of its directors, officers and employees to the fullest extent permitted by
the Delaware General Corporation Law. The Registrant has entered into indemnification agreements with each of its current directors and
officers to provide these directors and executive officers additional contractual assurances regarding the scope of the indemnification
set forth in the Registrant’s amended and restated certificate of incorporation and amended and restated bylaws and to provide
additional procedural protections. There is no pending litigation or proceeding involving a director or executive officer of the Registrant
for which indemnification is sought.
Section 102(b)(7) of the Delaware General
Corporation Law permits a corporation to provide in its certificate of incorporation that a director or officer of the corporation shall
not be personally liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director or officer,
except for liability (i) for any breach of the director’s or officer’s duty of loyalty to the corporation or its stockholders,
(ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) for
a director for unlawful payments of dividends or unlawful stock repurchases, redemptions or other distributions, (iv) for any transaction
from which the director or officer derived an improper personal benefit or (v) for an officer in any action by or in the right of
the corporation. The Registrant’s amended and restated certificate of incorporation provides for such limitation of liability.
The Registrant maintains standard policies of
insurance under which coverage is provided (a) to its directors and officers against loss rising from claims made by reason of breach
of duty or other wrongful act, and (b) to the Registrant with respect to payments which may be made by the Registrant to such officers
and directors pursuant to the above indemnification provision or otherwise as a matter of law.
See also the Undertakings set forth in the response
to Item 9 herein.
Item 7. Exemption for Registration Claimed.
Not applicable.
Item 8. Exhibits.
Exhibit
Number |
|
Description |
| 4.1 |
|
Amended
and Restated Certificate of Incorporation of Turn Therapeutics Inc. (incorporated by reference from Exhibit 3.1 to the Registrant’s
Current Report on Form 8-K, filed on October 2, 2025 (File No. 001-42875)) |
| 4.2 |
|
Amended
and Restated By-Laws of Turn Therapeutics Inc. (incorporated herein by reference from Exhibit 3.2 to the Registrant’s Current
Report on Form 8-K, filed on October 2, 2025 (File No. 001-42875)) |
| 5.1* |
|
Opinion
of Davis Polk & Wardwell LLP |
| 23.1* |
|
Consent
of Independent Registered Public Accounting Firm, Withum, Smith & Brown, PC. |
| 23.2* |
|
Consent
of Davis Polk & Wardwell LLP (included in Exhibit 5.1) |
| 24.1* |
|
Power of Attorney (included in signature
page hereof) |
| 99.1 |
|
Turn
Therapeutics Inc. 2025 Omnibus Incentive Plan (incorporated by reference from Exhibit 10.5 to the Registrant’s Registration
Statement on Form S-1, filed on September 24, 2025 (File No. 333-289972)) |
| 99.2 |
|
Global
Health Solutions Inc. 2024 Equity Incentive Plan (incorporated by reference from Exhibit 10.6 to the Registrant’s Registration
Statement on Form S-1, filed on September 24, 2025 (File No. 333-289972)) |
| 99.3 |
|
Global
Health Solutions Inc. 2018 Stock Plan (incorporated by reference from Exhibit 10.7 to the Registrant’s Registration
Statement on Form S-1, filed on September 24, 2025 (File No. 333-289972) |
| 107* |
|
Filing Fee Table |
* Filed
herewith.
Item 9. Undertakings.
| (a) | The undersigned Registrant hereby undertakes: |
(1) To file, during any period in which offers
or sales are being made, a post-effective amendment to this Registration Statement:
| |
(i) |
To include
any prospectus required by Section 10(a)(3) of the Securities Act; |
| |
(ii) |
To reflect in the prospectus any
facts or events arising after the effective date of this Registration Statement (or the most recent post-effective amendment thereof)
which, individually or in the aggregate, represent a fundamental change in the information set forth in this Registration Statement.
Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities
offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering
range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate,
the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the
“Calculation of Filing Fee Table” set forth in Exhibit 107 to this Registration Statement; |
| |
(iii) |
To include any material information
with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to such information
in this Registration Statement; |
provided, however, that paragraphs (a)(1)(i) and
(a)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained
in reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the
Exchange Act that are incorporated by reference in this Registration Statement.
(2) That, for the purpose of determining
any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating
to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide
offering thereof.
(3) To remove from registration by means
of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
(b) The undersigned Registrant hereby undertakes
that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant
to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit
plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in this Registration
Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities
arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing
provisions or otherwise, the Registrant has been advised that in the opinion of the Commission such indemnification is against public
policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the
Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled
by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities
Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8
and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City
of Westlake Village, California, on October 7, 2025.
| |
TURN THERAPEUTICS INC. |
| |
|
|
| |
By: |
/s/ Bradley Burnam |
| |
|
Name: |
Bradley Burnam |
| |
|
Title: |
Chief Executive Officer |
POWER OF ATTORNEY AND SIGNATURES
KNOW ALL PERSONS BY THESE PRESENTS, that the
undersigned hereby constitutes and appoints Bradley Burnam and Zuraiz Chaudhary, the true and lawful attorneys-in-fact of the undersigned,
with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities,
to sign this Registration Statement and any or all amendments to this Registration Statement, including post-effective amendments, and
registration statements filed pursuant to Rules 413 or 462 under the Securities Act of 1933, and to file or cause to file the same,
with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about
the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that
said attorneys or attorneys-in-fact or any of them or their substitute or substitutes may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities
Act of 1933, this Registration Statement has been signed below by the following persons on the dates and in the capacities indicated.
| Signature |
|
Title |
|
Date |
| |
|
|
|
|
| /s/ Bradley Burnam |
|
Chief
Executive Officer and Director |
|
October 7, 2025 |
| Bradley Burnam |
|
(principal
executive officer) |
|
|
| |
|
|
|
|
| /s/ Zuraiz Chaudhary |
|
Interim
Chief Financial Officer and Chief Accounting Officer |
|
October 7, 2025 |
| Zuraiz Chaudhary |
|
(principal
financial officer and principal accounting officer) |
|
|
| |
|
|
|
|
| /s/ Andrew Gengos |
|
Director
|
|
October 7, 2025 |
| Andrew Gengos |
|
|
|
|
| |
|
|
|
|
| /s/ Dr.Neil Ghodadra |
|
Chief
Medical Officer and Director |
|
October 7, 2025 |
| Dr.Neil Ghodadra |
|
|
|
|
| |
|
|
|
|
| /s/ Arthur Golden |
|
Director |
|
October 7, 2025 |
| Arthur Golden |
|
|
|
|
| |
|
|
|
|
| /s/ Dr.Kent Kester |
|
Director |
|
October 7, 2025 |
| Dr.Kent Kester |
|
|
|
|
EXHIBIT 5.1 and 23.2
Davis Polk & Wardwell LLP
450 Lexington Avenue
New York, NY 10017
davispolk.com
OPINION OF DAVIS POLK & WARDWELL LLP
October 7, 2025
Turn Therapeutics Inc.
250 N. Westlake Blvd.
Westlake Village, CA 91362
Ladies and Gentlemen:
We have acted as special counsel to Turn Therapeutics
Inc., a Delaware corporation (the “Company”), and are delivering this opinion in connection with the Company’s
Registration Statement on Form S-8 (the “Registration Statement”) filed with the Securities and Exchange Commission
pursuant to the Securities Act of 1933, as amended, for the registration of (i) 3,000,000 shares of the Company’s common stock,
par value $0.0001 per share (“Shares”), authorized for issuance pursuant to the Company’s 2025 Omnibus Incentive
Plan (the “2025 Plan”), (ii) 236,120 Shares subject to outstanding options pursuant to the Company’s 2024 Equity
Incentive Plan (the “2024 Plan”) and (iii) 1,508,934 Shares subject to outstanding options pursuant to the Company’s
2018 Stock Plan (the “2018 Plan” and, together with the 2024 Plan and the 2025 Plan, the “Plans”).
We, as your counsel, have examined originals or copies of such documents, corporate records, certificates of public officials and other
instruments as we have deemed necessary or advisable for the purpose of rendering this opinion.
In rendering the opinion expressed herein, we
have, without independent inquiry or investigation, assumed that (i) all documents submitted to us as originals are authentic and complete,
(ii) all documents submitted to us as copies conform to authentic, complete originals, (iii) all signatures on all documents that we reviewed
are genuine, (iv) all natural persons executing documents had and have the legal capacity to do so, (v) all statements in certificates
of public officials and officers of the Company that we reviewed were and are accurate and (vi) all representations made by the Company
as to matters of fact in the documents that we reviewed were and are accurate.
On the basis of the foregoing, we are of the opinion
that the Shares have been duly authorized and, when to the extent issued pursuant to the Plans upon receipt by the Company of the consideration
for the Shares specified therein, will be validly issued, fully paid and non-assessable.
We are members of the Bar of the State of New
York and the foregoing opinion is limited to the laws of the State of New York and the General Corporation Law of the State of Delaware.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ Davis Polk & Wardwell LLP
Davis Polk & Wardwell LLP