UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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| Item 8.01 | Other Events. |
On October 19, 2023, Tourmaline Bio, Inc. (the “Company”), a Delaware corporation formerly known as Talaris Therapeutics, Inc. (“Talaris”), completed its previously announced merger transaction in accordance with the terms and conditions of the Agreement and Plan of Merger, dated as of June 22, 2023, by and among the Company, Tourmaline Sub, Inc. (formerly known as Tourmaline Bio, Inc., “Legacy Tourmaline”) and Terrain Merger Sub, Inc., a direct wholly owned subsidiary of Talaris (“Merger Sub”), pursuant to which Merger Sub merged with and into Legacy Tourmaline, with Legacy Tourmaline surviving as a direct wholly owned subsidiary of the Company and the surviving corporation of the merger (the “Merger”). As a result of the Merger, (i) Legacy Tourmaline changed its name from “Tourmaline Bio, Inc.” to “Tourmaline Sub, Inc.”, and (ii) Talaris changed its name from “Talaris Therapeutics, Inc.” to “Tourmaline Bio, Inc.” Following the completion of the Merger, the business conducted by the Company became primarily the business conducted by Legacy Tourmaline.
On November 14, 2023, the Company filed its quarterly report on Form 10-Q for the period ended September 30, 2023 (the “Form 10-Q”). The Form 10-Q includes the unaudited interim financial statements of Talaris as of and for the period ended September 30, 2023 because the Merger was consummated after the period covered by the Form 10-Q. Accordingly, the Company is filing this Current Report on Form 8-K to include the unaudited interim financial statements of Legacy Tourmaline as of and for the period ended September 30, 2023 and the notes related thereto (the “Legacy Tourmaline Interim Financial Statements”). The Legacy Tourmaline Interim Financial Statements are attached hereto as Exhibit 99.1 and incorporated by reference herein.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit |
Description | |
| 99.1 | Unaudited interim financial statements of Tourmaline Sub, Inc. (formerly Tourmaline Bio, Inc.) as of and for the period ended September 30, 2023. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| TOURMALINE BIO, INC. | ||||||
| Date: November 14, 2023 | By: | /s/ Ryan Robinson | ||||
| Name: | Ryan Robinson | |||||
| Title: | Interim Chief Financial Officer, Vice President, Finance and Controller | |||||