8-K
filed October 20, 2023, 7:59 PM ET
CIK 0001827506
M&A
confidence high
sentiment neutral
materiality 0.95
Tourmaline Bio, Inc.: M&A transaction — Tourmaline Bio completes reverse merger with Talaris; 78.1% ownership to former Tourmaline holders
Tourmaline Bio, Inc.
- Merger closed Oct. 19, 2023; Tourmaline survived as wholly owned sub, renamed Tourmaline Bio, Inc.
- Reverse stock split 1-for-10 effected at 4:00 p.m. ET; new CUSIP 89157D 105.
- Former Tourmaline stockholders receive ~15.9M shares (0.7977 exchange ratio, pre-split); own 78.1% of post-merger company.
- New board of 7 directors: 2 from legacy Talaris, 5 from Tourmaline; Sandeep Kulkarni named CEO.
- Common stock trades on Nasdaq under new ticker TRML starting Oct. 20, 2023.
Key facts
Extracted from this filing and checked against the source text.
Executive change
SEC 8-K Item 5.02
confidence 1.0
Geoff MacKay resigned as Director at Tourmaline Bio, Inc..
- Action
- resigned
- Role
- Director
Exact text from the filing
Sandip Agarwala, Suzanne T. Ildstad, M.D., Geoff MacKay, Francois Nader, M.D., Gaurav D. Shah, M.D. and Karen L. Smith, M.D. resigned from the Company’s board of directors and committees of the board of directors on which they respectively served, which resignations were not the result of any disagreements with the Company relating to the Company’s operations, policies or practices.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 1.0
Gaurav D. Shah, M.D. resigned as Director at Tourmaline Bio, Inc..
- Action
- resigned
- Role
- Director
Exact text from the filing
Sandip Agarwala, Suzanne T. Ildstad, M.D., Geoff MacKay, Francois Nader, M.D., Gaurav D. Shah, M.D. and Karen L. Smith, M.D. resigned from the Company’s board of directors and committees of the board of directors on which they respectively served, which resignations were not the result of any disagreements with the Company relating to the Company’s operations, policies or practices.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 1.0
Cariad Chester was appointed as Director at Tourmaline Bio, Inc..
- Action
- appointed
- Role
- Director
Exact text from the filing
Cariad Chester and Sapna Srivastava appointed as Class III directors
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 1.0
Parvinder Thiara was appointed as Director at Tourmaline Bio, Inc..
- Action
- appointed
- Role
- Director
Exact text from the filing
Sandeep Kulkarni, Mark McDade and Parvinder Thiara appointed as Class II directors
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 1.0
Caley Castelein was appointed as Director at Tourmaline Bio, Inc..
- Action
- appointed
- Role
- Director
Exact text from the filing
Aaron Kantoff and Caley Castelein appointed as Class I directors
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 1.0
Sandip Agarwala resigned as Director at Tourmaline Bio, Inc..
- Action
- resigned
- Role
- Director
Exact text from the filing
Sandip Agarwala, Suzanne T. Ildstad, M.D., Geoff MacKay, Francois Nader, M.D., Gaurav D. Shah, M.D. and Karen L. Smith, M.D. resigned from the Company’s board of directors and committees of the board of directors on which they respectively served, which resignations were not the result of any disagreements with the Company relating to the Company’s operations, policies or practices.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 1.0
Sapna Srivastava was appointed as Director at Tourmaline Bio, Inc..
- Action
- appointed
- Role
- Director
Exact text from the filing
Cariad Chester and Sapna Srivastava appointed as Class III directors
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 1.0
Suzanne T. Ildstad, M.D. resigned as Director at Tourmaline Bio, Inc..
- Action
- resigned
- Role
- Director
Exact text from the filing
Sandip Agarwala, Suzanne T. Ildstad, M.D., Geoff MacKay, Francois Nader, M.D., Gaurav D. Shah, M.D. and Karen L. Smith, M.D. resigned from the Company’s board of directors and committees of the board of directors on which they respectively served, which resignations were not the result of any disagreements with the Company relating to the Company’s operations, policies or practices.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 1.0
Karen L. Smith, M.D. resigned as Director at Tourmaline Bio, Inc..
- Action
- resigned
- Role
- Director
Exact text from the filing
Sandip Agarwala, Suzanne T. Ildstad, M.D., Geoff MacKay, Francois Nader, M.D., Gaurav D. Shah, M.D. and Karen L. Smith, M.D. resigned from the Company’s board of directors and committees of the board of directors on which they respectively served, which resignations were not the result of any disagreements with the Company relating to the Company’s operations, policies or practices.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 1.0
Mark McDade was appointed as Director at Tourmaline Bio, Inc..
- Action
- appointed
- Role
- Director
Exact text from the filing
Sandeep Kulkarni, Mark McDade and Parvinder Thiara appointed as Class II directors
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 1.0
Francois Nader, M.D. resigned as Director at Tourmaline Bio, Inc..
- Action
- resigned
- Role
- Director
Exact text from the filing
Sandip Agarwala, Suzanne T. Ildstad, M.D., Geoff MacKay, Francois Nader, M.D., Gaurav D. Shah, M.D. and Karen L. Smith, M.D. resigned from the Company’s board of directors and committees of the board of directors on which they respectively served, which resignations were not the result of any disagreements with the Company relating to the Company’s operations, policies or practices.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 1.0
Sandeep Kulkarni was appointed as Director at Tourmaline Bio, Inc..
- Action
- appointed
- Role
- Director
Exact text from the filing
Sandeep Kulkarni, Mark McDade and Parvinder Thiara appointed as Class II directors
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 1.0
Aaron Kantoff was appointed as Director at Tourmaline Bio, Inc..
- Action
- appointed
- Role
- Director
Exact text from the filing
Aaron Kantoff and Caley Castelein appointed as Class I directors
View on SEC.gov
M&A Transactions
SEC 8-K Item 2.01/5.01
confidence 0.9
Tourmaline Bio, Inc. underwent a change of control involving Tourmaline Bio, Inc. (formerly Tourmaline Sub, Inc.) for exchange ratio of 0.7977 shares of the Company’s common stock for each share of Tourmaline common stock (closed 2023-10-19).
- Action
- change of control
- Counterparty
- Tourmaline Bio, Inc. (formerly Tourmaline Sub, Inc.)
- Consideration
- exchange ratio of 0.7977 shares of the Company’s common stock for each share of Tourmaline common stock
- Closing
- 2023-10-19
Exact text from the filing
effective time of the Merger, the Company issued an aggregate of approximately 15,877,090 shares of its common stock to Tourmaline’s stockholders, based on an exchange ratio of 0.7977 (without giving effect to the Reverse Stock Split) shares of the Company’s common stock for each share of Tourmaline common stock outstanding immediately prior to the Merger,
View on SEC.gov
M&A Transactions
SEC 8-K Item 2.01/5.01
confidence 0.9
Tourmaline Bio, Inc. completed an acquisition involving Tourmaline Bio, Inc. (as target) (closed 2023-10-19).
- Action
- acquisition
- Counterparty
- Tourmaline Bio, Inc. (as target)
- Closing
- 2023-10-19
Exact text from the filing
On October 19, 2023, the Company, Merger Sub and Tourmaline consummated the transactions contemplated by the Merger Agreement
View on SEC.gov
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