M&A - Tourmaline Bio, Inc.

Form Type: 10-K

Filing Date: 2025-03-13

Corporate Action: Merger

Type: Update

Accession Number: 000182750625000027

Filing Summary: On October 19, 2023, Tourmaline Bio, Inc., previously known as Talaris Therapeutics, Inc., completed a significant merger transaction under the terms established in a merger agreement dated June 22, 2023. The merger involved Terrain Merger Sub, Inc., a wholly owned subsidiary of Talaris, which merged with Legacy Tourmaline, meaning Legacy Tourmaline became a wholly owned subsidiary of Talaris. Following the merger, Legacy Tourmaline was renamed Tourmaline Sub, Inc., and Talaris officially adopted the name Tourmaline Bio, Inc. Additionally, a reverse stock split was executed on October 19, 2023, where every ten shares of Talaris' stock held prior to the reverse split was consolidated into a single share. Following the merger, on June 30, 2024, Tourmaline Sub, Inc. was merged into Tourmaline Bio, Inc., making Tourmaline Bio, Inc. the surviving entity. The document highlights the company’s focus on developing therapeutics for autoimmune and inflammatory diseases, particularly their key product candidate, pacibekitug, a monoclonal antibody targeting interleukin-6, with ongoing and future clinical trials focusing on cardiovascular inflammatory conditions and thyroid eye disease. The company is employing a human data-focused approach to maximize the potential of its product pipeline and exploring additional indication opportunities for pacibekitug.

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