Core Points - XOMA Royalty Corporation has successfully completed its tender offer to acquire all outstanding shares of Turnstone Biologics Corp for $0.34 per share in cash, plus a contingent value right [1][2] - A total of 17,192,002 shares of Turnstone common stock were validly tendered, representing approximately 74% of the outstanding shares as of the expiration date [2] - Following the tender offer, Turnstone was merged into a subsidiary of XOMA Royalty, making it a wholly owned subsidiary [3] Company Overview - XOMA Royalty Corporation operates as a biotechnology royalty aggregator, assisting biotech companies in improving human health by acquiring future economic rights associated with therapeutic candidates [5] - The company provides non-dilutive, non-recourse funding to sellers, enabling them to advance their drug candidates or for general corporate purposes [5] - XOMA Royalty has a growing portfolio of assets related to the advancement of therapeutic candidates [5]

Financial Performance - Total current assets decreased from $34,220,000 in 2024 to $21,109,000 in 2025, a decline of approximately 38.3%[13] - Net loss for the six months ended June 30, 2025, was $17,296,000, compared to a net loss of $40,933,000 for the same period in 2024, indicating an improvement of approximately 57.8%[19] - The Company had a net loss of $17.3 million for the six months ended June 30, 2025, compared to a net loss of $40.9 million for the same period in 2024[34] - The Company recorded a consolidated net loss of $5.49 million for the three months ended June 30, 2025, compared to a net loss of $21.30 million for the same period in 2024, representing a 74.3% improvement[117] - The net loss for the three months ended June 30, 2025, was $5.5 million, a reduction of $15.8 million from the net loss of $21.3 million in the same period of 2024[156] Expenses - Research and development expenses for Q2 2025 were $171,000, significantly down from $17,730,000 in Q2 2024, representing a decrease of about 99.0%[15] - Total operating expenses for the six months ended June 30, 2025, were $14,723,000, down from $42,748,000 in 2024, a decrease of approximately 65.5%[15] - General and administrative expenses increased by $1.1 million, or 25.6%, to $5.4 million for the three months ended June 30, 2025, attributed to costs related to the Merger Agreement and employee restructuring[158] - Total lease costs for the six months ended June 30, 2025, were $463,000, down from $796,000 in the same period of 2024, indicating a 41.8% decrease[113] - The Company incurred $2.1 million in restructuring expenses related to workforce reductions and strategic changes during the six months ended June 30, 2025[120] Cash Flow and Assets - Cash and cash equivalents at the end of the period were $16,688,000, down from $28,926,000 in 2024, a decrease of approximately 42.4%[13] - The company experienced a net cash flow used in operating activities of $11,395,000 for the six months ended June 30, 2025, compared to $33,385,000 in 2024, reflecting a reduction of about 65.9%[19] - As of June 30, 2025, the Company had $16.7 million in cash and cash equivalents, which is expected to be sufficient to fund planned expenditures for the next twelve months[33] - Cash used in operating activities for the six months ended June 30, 2025 was $11.4 million, primarily due to a net loss of $17.3 million[170] - Cash provided by investing activities for the six months ended June 30, 2025 was $1.0 million, resulting from the sale of property and equipment[172] Liabilities and Deficits - The company reported total liabilities of $6,345,000 as of June 30, 2025, down from $8,672,000 in 2024, a reduction of about 26.5%[13] - The accumulated deficit increased from $247,595,000 in 2024 to $264,891,000 in 2025, an increase of approximately 7.0%[13] - The Company has an accumulated deficit of $264.9 million as of June 30, 2025[35] Mergers and Agreements - The merger agreement with XOMA Royalty Corporation includes a cash tender offer of $0.34 per share and a contingent value right (CVR) for potential future payments[22] - The Company entered into a Loan and Security Agreement for a revolving credit facility of up to $20 million, which included a covenant to receive at least $40 million in new funding by March 31, 2025, which was not achieved[36] - The Company entered into an Alliance Agreement with Moffitt in June 2022, committing to pay at least $17.5 million over five years for research and development services related to TIL Products[73][75]. - The Company completed a merger with Myst on December 14, 2020, resulting in a one-time cash payment of $9 million and additional milestone payments based on specific achievements[85][87]. - The Company expects the Merger to close in the third quarter of 2025, but there are no assurances that it will lead to increased stockholder value[32] Stock and Compliance - The Company received a deficiency notice from Nasdaq on September 27, 2024, due to the bid price of its common stock closing below $1.00 per share for 30 consecutive business days[29] - The Company has been granted an additional 180-day grace period until September 22, 2025, to regain compliance with the Minimum Bid Price Requirement[31] - The Company plans to implement a reverse stock split to regain compliance with Nasdaq listing requirements[31] - The Company’s common stock was transferred to the Nasdaq Capital Market on March 31, 2025, due to non-compliance with the minimum bid price requirement[133] Risks and Future Outlook - The company is subject to significant risks related to the Merger, including the potential failure to complete the transaction, which could adversely affect its business and financial condition[188] - If the Offer and the Merger are not consummated, the common stock price may decline significantly from the current market price, reflecting market assumptions[192] - The company is facing potential fluctuations in share price due to market perceptions regarding the completion of the Offer and the Merger[190] - If the Merger is not completed, the Board intends to pursue dissolution and liquidation, affecting the cash available for distribution to stockholders[195]

Group 1 - Class Action Attorney Juan Monteverde's firm, Monteverde & Associates PC, is investigating Turnstone Biologics Corp. regarding its sale to XOMA Royalty Corporation, where existing shareholders will receive $0.34 in cash per share and one non-transferable contingent value right [1] - Monteverde & Associates PC is recognized as a Top 50 Firm in the 2024 ISS Securities Class Action Services Report and has recovered millions for shareholders [1] - The firm operates from the Empire State Building in New York City and has a successful track record in trial and appellate courts, including the U.S. Supreme Court [2][3] Group 2 - The investigation raises questions about the fairness of the deal for existing Turnstone shareholders [1] - The firm offers free consultations for shareholders who have concerns or wish to obtain additional information [3]

Core Viewpoint - XOMA Royalty Corporation has entered into a definitive merger agreement to acquire Turnstone Biologics Corp for $0.34 in cash per share plus one non-transferable contingent value right (CVR) [1][3]. Group 1: Merger Agreement Details - The acquisition is unanimously approved by Turnstone's Board of Directors, which believes it is in the best interests of all stockholders [2]. - XOMA Royalty will commence a tender offer by July 11, 2025, to acquire all outstanding shares of Turnstone common stock, with the transaction expected to close in August 2025 [3]. - Approximately 25.2% of Turnstone stockholders have signed support agreements to tender their shares in the Offer [3]. Group 2: Company Profiles - XOMA Royalty is a biotechnology royalty aggregator that helps biotech companies by acquiring potential future economics associated with therapeutic candidates [5]. - Turnstone Biologics focuses on developing a differentiated approach to treat solid tumors through selected tumor-infiltrating lymphocyte therapy [6].

Financial Performance - The company incurred a net loss of $11.8 million for the three months ended March 31, 2025, compared to a net loss of $19.6 million for the same period in 2024, representing a 40% improvement[17]. - Total operating expenses for the first quarter of 2025 were $9.2 million, down 56% from $20.7 million in the first quarter of 2024[17]. - The company reported a net loss of $11.8 million for the three months ended March 31, 2025, compared to a net loss of $19.6 million for the same period in 2024, indicating a 40% improvement in losses year-over-year[34]. - The company recognized a loss on disposal of property and equipment of $2.3 million for the three months ended March 31, 2025[65]. - Other income (expense), net was $(2.6) million in Q1 2025, a decrease of $3.7 million or 336.4% from $1.1 million in Q1 2024, primarily due to reduced interest income and a loss on the sale of laboratory equipment[159]. - Cash used in operating activities for Q1 2025 was $7.1 million, down from $17.5 million in Q1 2024, indicating improved cash flow management[166]. Assets and Cash Position - As of March 31, 2025, the company reported total assets of $27.6 million, a decrease of 31% from $40.1 million as of December 31, 2024[15]. - The company had cash and cash equivalents of $21.8 million as of March 31, 2025, down from $28.9 million at the end of 2024[15]. - The company concluded that its cash and cash equivalents will be sufficient to fund planned expenditures for the next twelve months[33]. - As of March 31, 2025, the company had approximately $0.1 million in restricted cash, which is pledged as collateral for its San Diego facility lease[42]. - Total financial assets decreased from $22.275 million as of December 31, 2024, to $17.988 million as of March 31, 2025[60]. Strategic Alternatives and Workforce - The company is pursuing strategic alternatives, including potential mergers or asset sales, following the discontinuation of all clinical studies for TIDAL-01[27]. - The company reduced its workforce and implemented cost-containment measures, with 8 employees remaining as of March 31, 2025[28]. - A workforce reduction of approximately 60% was announced in October 2024, alongside a strategic prioritization of the pipeline focusing on the Phase 1 program, TIDAL-01[126]. - The company is exploring strategic alternatives, including potential mergers, acquisitions, or asset sales, to enhance stockholder value[123]. - The company expects its strategic review process to extend into, and possibly beyond, the second quarter of 2025[32]. Compliance and Regulatory Issues - The company received a deficiency notice from Nasdaq regarding its stock price, which has been below $1.00 per share for 30 consecutive business days[29]. - The company has been granted an additional 180-day grace period to regain compliance with Nasdaq's minimum bid price requirement[31]. - The company received a deficiency letter from Nasdaq on September 27, 2024, for not maintaining a minimum bid price of $1.00 per share for 30 consecutive business days[127]. - An additional 180-day grace period was granted to regain compliance with the minimum bid price requirement, expiring on September 22, 2025[130]. Research and Development - Research and development expenses increased to $1.219 million as of March 31, 2025, compared to $3.774 million as of December 31, 2024[66]. - The company has not generated any revenue from product sales since its inception and expects to continue incurring significant operating losses for the foreseeable future[34]. - The company anticipates that research and development expenses will continue to significantly decline as a result of the strategic review process[157]. - The company has committed to pay Moffitt a total of at least $17.5 million over five years for research and development services[75]. - The company has discontinued all clinical studies evaluating TIDAL-01 and is exploring strategic alternatives to enhance stockholder value[203]. Liabilities and Financial Obligations - As of March 31, 2025, the Company had an accumulated deficit of $259.4 million, reflecting ongoing financial challenges[34]. - The Company entered into a Loan and Security Agreement with Banc of California for a revolving credit facility of up to $20 million, but failed to meet the covenant requiring at least $40 million in new funding by March 31, 2025[35]. - As of March 31, 2025, no amounts have been drawn from the revolving credit facility due to unmet covenants[90]. - The Company is obligated to pay Moffitt a total of at least $17.5 million over five years for research and development services[141]. Stock and Equity - The Company has 490,000,000 shares of common stock authorized with a par value of $0.001 per share[91]. - Under the 2023 Equity Incentive Plan, an additional 1,156,830 shares were available for future issuance as of January 1, 2025[96]. - The total stock-based compensation expense for the three months ended March 31, 2025, was $325,000, a decrease from $1,046,000 in the same period of 2024[99]. - The company had unrecognized stock-based compensation expense of $1.8 million related to stock options and $0.1 million related to RSUs as of March 31, 2025[101]. Risks and Future Outlook - The Company is subject to risks common to early-stage biotechnology firms, including competition, regulatory compliance, and the need for additional capital[36]. - The company may face challenges in obtaining necessary capital for product development, which could delay or eliminate programs[202]. - Unfavorable global economic conditions could adversely affect the company's business and financial condition, impacting clinical trials and capital raising efforts[212]. - The company must navigate significant risks associated with product development, including regulatory approvals and market acceptance[210].

Financial Performance - The net loss for Q1 2025 was $11.8 million, a reduction of 40% from a net loss of $19.6 million in Q1 2024[6][12]. - The net loss per share attributable to common stockholders for Q1 2025 was $0.51, compared to $0.85 in Q1 2024[12]. - Total operating expenses for Q1 2025 were $9.2 million, down from $20.7 million in the same period of 2024, reflecting a 56% decrease[12]. Cash and Investments - As of March 31, 2025, cash, cash equivalents, and short-term investments totaled $21.9 million, down from $28.9 million at the end of 2024[5][14]. - The total stockholders' deficit as of March 31, 2025, was $20.0 million, down from $31.5 million at the end of 2024[14]. Expenses - Research and Development (R&D) expenses for Q1 2025 were $4.4 million, a significant decrease of 72% compared to $15.8 million in Q1 2024[5][12]. - General and Administrative (G&A) expenses for Q1 2025 were $4.8 million, slightly down from $4.9 million in Q1 2024[6][12]. Strategic Decisions - The company has discontinued all TIDAL-01 clinical studies and is exploring strategic alternatives to maximize shareholder value[3]. - Turnstone received approval to transfer its shares from the Nasdaq Global Market to the Nasdaq Capital Market effective March 31, 2025[4]. Shareholder Information - The weighted-average shares of common stock outstanding increased to 23,138,209 in Q1 2025 from 23,011,795 in Q1 2024[12].

Core Viewpoint - Turnstone Biologics Corp. reported its financial results for Q1 2025, highlighting a significant reduction in R&D expenses and a strategic shift following the discontinuation of the TIDAL-01 clinical studies [1][2][4]. Corporate Updates - In January 2025, the company decided to discontinue all TIDAL-01 clinical studies and is exploring strategic alternatives to maximize shareholder value [2]. - In March 2025, Turnstone received approval to transfer its shares from the Nasdaq Global Market to the Nasdaq Capital Market, effective March 31, 2025 [3]. Financial Highlights - As of March 31, 2025, the company had cash, cash equivalents, and short-term investments totaling $21.9 million [4]. - R&D expenses for Q1 2025 were $4.4 million, a decrease from $15.8 million in Q1 2024, primarily due to the cessation of clinical development activities [4]. - G&A expenses for Q1 2025 were $4.8 million, slightly down from $4.9 million in Q1 2024 [5]. - The net loss for Q1 2025 was $11.8 million, compared to a net loss of $19.6 million for the same period in 2024 [5]. - Total operating expenses for Q1 2025 were $9.2 million, down from $20.7 million in Q1 2024 [8]. Balance Sheet Overview - As of March 31, 2025, total assets were $27.6 million, down from $40.1 million at the end of 2024 [9]. - Total liabilities decreased to $7.6 million from $8.7 million at the end of 2024 [9]. - The total stockholders' deficit was $20.0 million, down from $31.5 million at the end of 2024 [9].

Financial Performance - As of December 31, 2024, cash, cash equivalents, and short-term investments totaled $28.9 million, a decrease from $94.8 million in the previous year[4][13] - The net loss for Q4 2024 was $12.9 million, an improvement from a net loss of $16.5 million in Q4 2023, representing a 21.8% decrease[5][11] - Total operating expenses for the year ended December 31, 2024, were $72.5 million, down from $78.3 million in 2023, reflecting a 7.4% reduction[11] - The company reported no collaboration revenue for the year ended December 31, 2024, compared to $19.3 million in 2023[11] Expenses - Research and Development (R&D) expenses for Q4 2024 were $8.2 million, down 39.5% from $13.5 million in Q4 2023[4][5] - General and Administrative (G&A) expenses for Q4 2024 were $3.2 million, a reduction of 27.3% compared to $4.4 million in Q4 2023[5] Assets and Liabilities - Total assets decreased to $40.1 million as of December 31, 2024, from $112.8 million in the previous year[13] - Total liabilities decreased to $8.7 million as of December 31, 2024, down from $14.1 million in 2023[13] Strategic Decisions - The company has decided to discontinue all TIDAL-01 clinical studies and is exploring strategic alternatives to maximize shareholder value[3] Shareholder Information - The weighted-average shares of common stock outstanding increased to approximately 23.1 million in Q4 2024 from 22.9 million in Q4 2023[11]

Core Viewpoint - Turnstone Biologics Corp. reported its financial results for Q4 and the full year 2024, highlighting a strategic shift following the discontinuation of its TIDAL-01 clinical studies and ongoing evaluation of strategic alternatives to maximize shareholder value [1][3]. Financial Highlights - As of December 31, 2024, the company had cash, cash equivalents, and short-term investments totaling $28.9 million, a significant decrease from $94.8 million in 2023 [4][10]. - Research and Development (R&D) expenses for Q4 2024 were $8.2 million, down from $13.5 million in Q4 2023, attributed to corporate restructuring and workforce reduction [4]. - General and Administrative (G&A) expenses for Q4 2024 were $3.2 million, compared to $4.4 million in Q4 2023, reflecting reductions in personnel and professional service costs [5]. - The net loss for Q4 2024 was $12.9 million, an improvement from a net loss of $16.5 million in Q4 2023 [5][8]. - Total operating expenses for the year ended December 31, 2024, were $72.5 million, down from $78.3 million in 2023 [8]. Corporate Updates - In November 2024, the company presented preclinical data on its Selected TIL therapies at the SITC Annual Meeting and clinical data at the SITC TIL Symposium [2]. - The decision to discontinue the TIDAL-01 clinical studies was made in January 2025, leading to a strategic review aimed at maximizing shareholder value [3].

Core Viewpoint - Turnstone Biologics Corp. (TSBX) has been upgraded to a Zacks Rank 2 (Buy), indicating a positive outlook driven by rising earnings estimates, which significantly influence stock prices [1][3]. Earnings Estimates and Stock Price Movement - The Zacks rating system emphasizes the importance of earnings estimate revisions, which are strongly correlated with near-term stock price movements [4][6]. - An increase in earnings estimates typically leads to higher fair value calculations by institutional investors, resulting in buying or selling actions that affect stock prices [4]. Company-Specific Insights - For the fiscal year ending December 2024, Turnstone Biologics Corp. is expected to report earnings of -$3.32 per share, reflecting a 30.5% change from the previous year [8]. - Over the past three months, the Zacks Consensus Estimate for Turnstone Biologics has increased by 59.7%, indicating a positive trend in earnings outlook [8]. Zacks Rating System - The Zacks Rank system classifies stocks into five groups based on earnings estimates, with only the top 20% receiving a 'Strong Buy' or 'Buy' rating, highlighting superior earnings estimate revisions [9][10]. - The upgrade of Turnstone Biologics to a Zacks Rank 2 places it in the top 20% of Zacks-covered stocks, suggesting potential for market-beating returns in the near term [10].