13D Filings
Turnstone Biologics Corp.
Amendment
Ownership

0.00%

Total Shares

0

Issuer CIK

1764974

CUSIP

90042W100

Event Date

Aug 7, 2025

Accepted

Aug 12, 2025, 04:44 PM

Reporting Persons (10)
Joint Filing

This is a joint filing. The reported shares may overlap between reporting persons and should not be summed.

NameType% of ClassAggregateSole VotingShared Voting
Versant Venture Capital V, L.P.
Partnership
0.00%000
Versant Affiliates Fund V, L.P.
Partnership
0.00%000
Versant Ophthalmic Affiliates Fund I, L.P.
Partnership
0.00%000
Versant Ventures V, LLC
Other
0.00%000
Versant Venture Capital V (Canada) LP
Partnership
0.00%000
Versant Ventures V GP-GP (Canada), Inc.
CO
0.00%000
Versant Ventures V (Canada), L.P.
Partnership
0.00%000
Versant Vantage II, L.P.
Partnership
0.00%000
Versant Vantage II GP, L.P.
Partnership
0.00%000
Versant Vantage II GP-GP, LLC
Other
0.00%000
Disclosure Items (5)

Security Title

Common Stock, $0.001 par value per share

Issuer Name

Turnstone Biologics Corp.

Issuer Address

9310 Athena Circle, La Jolla, CA, 92037

On June 26, 2025, the Issuer entered into an Agreement and Plan of Merger (the "Merger Agreement") with XOMA Royalty Corporation ("XOMA") and XOMA's wholly owned subsidiary XRA 3 Corp., a Delaware corporation ("Purchaser"), relating to, among other things, the merger of Purchaser with the Issuer in an all cash transaction, pursuant to a tender offer (the "Offer), with the Issuer surviving as a wholly owned subsidiary of XOMA. In connection with the Merger Agreement, VVC V, VAF V, VOA, VVC CAN and Vantage LP (collectively, the "Versant Stockholders") and certain other stock holders (each a "Stockholder" and together, the "Stockholders") entered into an Amended and Restated Offer to Purchase (the "Offer Agreement") with XOMA and Purchaser pursuant to which each Stockholder agreed, among other things, and subject to the terms and conditions of the Offer Agreement, to tender all of the shares of Common Stock held by such Stockholder in the Offer. The foregoing descriptions of the Merger Agreement and the Offer Agreement are qualified in their entirety by reference to the full text of such agreements. The Offer Agreement is included as Exhibit (a)(1)(E) of the Issuer's Schedule TO filed with the Commission on July 24, 2025. The Merger Agreement is included as Exhibit 2.1 of the Issuer's Current Report on Form 8-K, filed with the Commission on June 27, 2025. Both the Offer Agreement and the Merger Agreement are incorporated herein by reference. The Offer and related withdrawal rights expired on August 7, 2025, and as a result of the satisfaction of the Minimum Tender Condition (as defined in the Offer Agreement) and each of the other conditions to the Offer, on August 11, 2025, Purchaser accepted for payment all Common Stock that was validly tendered (and not properly withdrawn) pursuant to the Offer. The Versant Stockholders aggregately tendered 3,381,692 shares of Common Stock, which constituted all of each of their respective shares of Common Stock of the Issuer in the Offer for the right to receive (a) a cash payment of $0.34 per share (the "Cash Amount") and (b) one non-transferable contractual contingent value right representing the right to receive any applicable milestone payment if specified milestones are achieved. Following the consummation of the Offer, the remaining conditions to the merger set forth in the Merger Agreement were satisfied, and on August 11, 2025, Purchaser was merged with and into the Issuer, with the Issuer surviving the merger as a wholly owned subsidiary of XOMA. The terms of the Offer are described more fully in the Issuer's Current Report on Form 8-K (the "Form 8-K") (File No. 001-41747) filed with the Commission on August 11, 2025, and the above summary is qualified by reference to such description and the full text of the Form 8-K, which is filed as Exhibit 9 to this Amendment and is incorporated herein by reference.

Percentage of Class

See Items 7-11 and 13 of the cover pages of this Amendment for each Reporting Person and the corresponding comments.

Number of Shares

See Items 7-11 and 13 of the cover pages of this Amendment for each Reporting Person and the corresponding comments.

Transactions

Except as reported in this Statement, none of the Reporting Persons has effected any transactions in the Issuer's securities within the past 60 days.

Date of 5% Ownership

As of August 11, 2025, the Reporting Persons ceased to beneficially own more than 5% of the Issuer's outstanding Common Stock.

The information set forth in Item 4 of this Amendment is incorporated herein by reference.

Exhibit 7: Agreement and Plan of Merger dated as of June 26, 2025 (filed as Exhibit 2.1 to the Issuer's Current Report on Form 8-K as filed with the Commission on June 27, 2025 (SEC File No. 001-41747) and incorporated herein by reference). Exhibit 8: Amended and Restated Offer to Purchase dated as of July 23, 2025 (filed as Exhibit (a)(1)(E) to the Issuer's Tender Offer Statement on Schedule TO as filed with the Commission on July 24, 2025 (SEC File No. 005-94123) and incorporated herein by reference). Exhibit 9: The Issuer's Current Report on Form 8-K (filed with the Commission on August 11, 2025 (SEC File No. 001-41747) and incorporated herein by reference).