Tourmaline Bio acquired by Novartis for $48/share; stock to be delisted

Tourmaline Bio, Inc.

Tender offer completed with 92.94% of shares tendered (24,030,382 shares).
Merger effected under DGCL Section 251(h); all remaining shares converted to $48 cash each.
All outstanding stock options and RSUs cashed out at same per-share value.
All prior directors and officers resigned; Novartis appointees John McKenna and Eduard Marti now lead.
Stock to be delisted from Nasdaq; deregistration to follow.

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Key facts

Extracted from this filing and checked against the source text.

Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

Tourmaline Bio, Inc.: Certificate of incorporation amended and restated in its entirety pursuant to Merger Agreement.

Change: charter amendment

Exact text from the filing

the certificate of incorporation of the Company (the “ Certificate of Incorporation ”) was amended and restated in its entirety

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Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

Tourmaline Bio, Inc.: Bylaws amended and restated in their entirety pursuant to Merger Agreement.

Change: bylaw amendment

Exact text from the filing

the Company’s bylaws (the “ Bylaws ”) were amended and restated in their entirety

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244 governance changes filed in the last 30 days. Browse all governance changes →

Source: SEC EDGAR

accession 0001104659-25-102971

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