Tourmaline Bio Enters Material Definitive Agreement

TL;DR

Tourmaline Bio (TLRN) signed a big deal on 9/8/25. Details to follow.

AI Summary

On September 8, 2025, Tourmaline Bio, Inc. entered into a material definitive agreement. The company, formerly known as Talaris Therapeutics, Inc., is a biotechnology firm focused on biological products. This filing is a current report under the Securities Exchange Act of 1934.

Why It Matters

This filing indicates a significant contractual development for Tourmaline Bio, Inc., which could impact its business operations and future strategic direction.

Risk Assessment

Risk Level: medium — Material definitive agreements can introduce new risks or opportunities, and the specifics of this agreement are not yet detailed in the provided filing excerpt.

Key Numbers

• 001-40384 — SEC File Number (Identifies the company's filing history with the SEC.)
• 83-2377352 — IRS Employer Identification No. (Tax identification number for the company.)

Key Players & Entities

• Tourmaline Bio, Inc. (company) — Registrant
• Talaris Therapeutics, Inc. (company) — Former company name
• September 8, 2025 (date) — Date of earliest event reported
• September 9, 2025 (date) — Filing date

FAQ

Key Financial Figures

• $0.0001 — ich registered Common stock, par value $0.0001 per share TRML The Nasdaq Global Se
• $48.00 — r share (the " Shares "), at a price of $48.00 per Share, in cash, without interest, a
• $47,950,000 — ee (the " Company Termination Fee ") of $47,950,000. Specifically, the Company Termination
• $68,500,000 — to pay a regulatory termination fee of $68,500,000 to the Company under certain specified

Filing Documents

• d80074d8k.htm (8-K) — 58KB
• d80074dex21.htm (EX-2.1) — 554KB
• d80074dex991.htm (EX-99.1) — 18KB
• g80074dsp004.jpg (GRAPHIC) — 8KB
• 0001193125-25-198747.txt ( ) — 912KB
• trml-20250908.xsd (EX-101.SCH) — 3KB
• trml-20250908_lab.xml (EX-101.LAB) — 18KB
• trml-20250908_pre.xml (EX-101.PRE) — 11KB
• d80074d8k_htm.xml (XML) — 4KB

Financial Statements and Exhibits

Financial Statements and Exhibits. (d) Exhibits Exhibit Number Description 2.1* Agreement and Plan of Merger, dated as of September 8, 2025, by and among Tourmaline Bio, Inc., Novartis AG and Torino Merger Sub Inc. 3 99.1 Press Release of Tourmaline Bio, Inc., dated September 9, 2025. 104 Cover Page Interactive Date File (embedded within the Inline XBRL document). * Schedules omitted pursuant to Item 601(b)(2) of Regulation S-K. The Company agrees to furnish supplementally a copy of any omitted schedule to the SEC upon request. 4

Forward-Looking Statements

Forward-Looking Statements This Current Report on Form 8-K contains forward-looking statements that involve risks and uncertainties relating to future events and the future performance of Tourmaline and Novartis, including statements relating to the ability to complete and the timing of completion of the Transactions contemplated by the Merger Agreement, including the anticipated occurrence, manner and timing of the proposed Offer, the parties' ability to satisfy the conditions to the consummation of the Offer and the other conditions to the consummation of the Merger set forth in the Merger Agreement, the possibility of any termination of the Merger Agreement, and the prospective benefits of the proposed Transactions, and other statements that are not historical facts. The forward-looking statements contained in this Current Report on Form 8-K are based on current expectations and assumptions that are subject to risks and uncertainties which may cause actual results to differ materially from the forward-looking statements. These statements may contain words such as "may," "will," "would," "could," "expect," "anticipate," "intend," "plan," "believe," "estimate," "project," "seek," "should," "strategy," "future," "opportunity," "potential" or other similar words and expressions indicating future results. Risks that may cause these forward-looking statements to be inaccurate include, without limitation: uncertainties as to the timing of the Offer; uncertainties as to how many of Tourmaline's stockholders will tender their stock in the Offer; the possibility that competing offers or acquisition proposals will be made; the possibility that various closing conditions for the Transactions may not be satisfied or waived, including that a governmental entity may prohibit, delay, or refuse to grant approval for the consummation of the Transactions (or only grant approval subject to adverse conditions or limitations); the difficulty of predicting the timing or outcome of re

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. Tourmaline Bio, Inc. Date: September 9, 2025 By: /s/ Ryan Robinson Ryan Robinson Chief Financial Officer 7

View Full Filing

View this 8-K filing on SEC EDGAR