Material Agreement, Management Change/Compensation (Form 8-K)

On September 30, 2025 (the "Effective Time"), the Securities Exchange Commission declared effective the registration statement of Turn Therapeutics Inc., a Delaware corporation ("we," "us," "our" or the "Company") on Form S-1 (File No. 333-289972), as amended (the "Registration Statement") in connection with the direct listing of its common stock, par value $0.0001 per share ("Common Stock"), on the Nasdaq Global Market (the "Direct Listing"), pursuant to which the registered stockholders named in the Registration Statement may from time to time offer and sell up to 17,868,760 shares of Common Stock. In connection with the Direct Listing, the Company entered into the following agreements, the forms of which were previously filed as exhibits to the Registration Statement. Each of the following agreements became effective as of the Effective Time.

The foregoing description of the Stockholders Agreement, Registration Right Agreement and Employment Agreements does not purport to be complete and is qualified in its entirety by reference to the full text of the Stockholders Agreement, Registration Right Agreement and Employment Agreements, which are filed as Exhibits 10.1, 10.2, 10.3 and 10.4 hereto and are incorporated herein by reference.

The terms of these agreements are substantially the same as the terms set forth in the forms of such agreements filed as exhibits to the Registration Statement and as described therein under "Certain Relationships and Related Party Transactions-Registration Rights Agreement" and "Certain Relationships and Related Party Transactions-Stockholders Agreement" respectively, which description is also incorporated herein by reference.

The information set forth under Item 1.01 above and Item 5.03 below is incorporated by reference into this Item 3.03.

On September 30, 2025, in connection with the Direct Listing and immediately after the Effective Time, Arthur Golden and Dr. Kent Kester were appointed to the board of directors of the Company (the "Board"). Mr. Golden and Dr. Kester are independent directors. Effective September 30, 2025, Mr. Golden was appointed to the Board's Audit Committee and Nominating and Corporate Governance Committee, serving as chair of the Compensation Committee. Effective September 30, 2025, Dr. Kester was appointed to the Board's Audit Committee and Compensation Committee. Biographical information regarding Mr. Golden and Dr. Kester has previously been reported by the Company in the Registration Statement relating to the Direct Listing under the section titled "Management" and is incorporated herein by reference.

Other than the foregoing, none of the directors are party to any arrangement or understanding with any person pursuant to which they were appointed as directors, nor are they party to any transactions required to be disclosed under Item 404(a) of Regulation S-K involving the Company.