Tourmaline Bio Reports Major Corporate Changes

TL;DR

Tourmaline Bio's 8-K is a whirlwind: deal termination, asset changes, possible delisting, and leadership shifts.

AI Summary

Tourmaline Bio, Inc. (formerly Talaris Therapeutics, Inc.) filed an 8-K on October 28, 2025, reporting several significant events. These include the termination of a material definitive agreement, completion of an acquisition or disposition of assets, and potential notice of delisting or failure to meet listing standards. The filing also indicates material modifications to security holder rights, changes in control of the registrant, and changes in directors or officers, alongside amendments to its articles of incorporation or bylaws.

Why It Matters

This 8-K filing signals substantial shifts in Tourmaline Bio's corporate structure and potentially its stock listing status, requiring close attention from investors.

Risk Assessment

Risk Level: high — The filing indicates potential delisting, changes in control, and termination of agreements, all of which represent significant risks to investors.

Key Players & Entities

• Tourmaline Bio, Inc. (company) — Registrant
• Talaris Therapeutics, Inc. (company) — Former company name
• 0001104659-25-102971 (document_id) — Accession Number
• 20251028 (date) — Filing Date

FAQ

Key Financial Figures

• $0.0001 — ch 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 and
• $100.0 million — the Company could offer and sell up to $100.0 million of shares of its common stock, par valu

Filing Documents

• tm2529486d1_8k.htm (8-K) — 48KB
• tm2529486d1_ex3-1.htm (EX-3.1) — 9KB
• tm2529486d1_ex3-2.htm (EX-3.2) — 62KB
• 0001104659-25-102971.txt ( ) — 308KB
• trml-20251028.xsd (EX-101.SCH) — 3KB
• trml-20251028_lab.xml (EX-101.LAB) — 33KB
• trml-20251028_pre.xml (EX-101.PRE) — 22KB
• tm2529486d1_8k_htm.xml (XML) — 4KB

01

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. The information set forth in the Introductory Note and Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.01. In connection with the consummation of the Offer and the Merger, on October 28, 2025, the Company requested that the Nasdaq Global Select Market (" Nasdaq ") suspend the Shares from trading effective as of the open of trading on October 28, 2025, remove the Shares from listing on Nasdaq, and file with the SEC an application on Form 25 to report the delisting of the Shares from Nasdaq (the " Form 25 "). After effectiveness of the Form 25, the Company intends to file with the SEC a Form 15 with respect to the Shares, requesting the deregistration of the Shares under Section 12(g) of the Exchange Act and the suspension of the Company's reporting obligations under Sections 13 and 15(d) of the Exchange Act.

03

Item 3.03 Material Modification to Rights of Security Holders. The information contained in the Introductory Note, Item 2.01, Item 3.01, Item 5.01 and Item 5.03 of this Current Report on Form 8-K is incorporated herein by reference into this Item 3.03. From and after the Effective Time, holders of Shares (other than Excluded Shares) immediately prior to such time ceased to have any rights as stockholders of the Company (other than their right to receive the Merger Consideration for each Share held, pursuant to the Merger Agreement).

01

Item 5.01 Changes in Control of Registrant. The information contained in the Introductory Note, Item 2.01, Item 3.01, Item 3.03, Item 5.02 and Item 5.03 of this Current Report on Form 8-K is incorporated herein by reference into this Item 5.01. At the Effective Time, the Company became an indirect wholly owned subsidiary of Parent. As a result of Purchaser's acquisition of the Shares pursuant to the Offer and the consummation of the Merger, a change of control of the Company occurred. Purchaser obtained the funds necessary to fund the acquisition through a variety of sources, including cash on hand provided by Parent and its controlled affiliates. 2

02 Departure of Directors or Certain

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. The information contained in the Introductory Note and Item 2.01 of this Current Report on Form 8-K is incorporated herein by reference into this Item 5.02. Effective immediately following and contingent upon the consummation of the Merger, Caley Castelein, M.D., Aaron Kantoff, Sandeep Kulkarni, M.D., Mark McDade, Clay Siegall, Ph.D., Sapna Srivastava, Ph.D., and Parvinder Thiara resigned from his or her position as a member of the Company's board of directors (the " Board ") and all committees thereof. Such resignations from the Board were in connection with the transactions contemplated by the Merger Agreement and were not a result of a disagreement with the Company on any matter relating to the Company's operations, policies or practices or any other matter. In addition, effective immediately following and contingent upon the consummation of the Merger, Sandeep Kulkarni, M.D., resigned as the Company's Chief Executive Officer, Ryan Robinson resigned as the Company's Chief Financial Officer, Brad Middlekauff, J.D., resigned as the Company's Chief Business Officer and General Counsel, Susan Dana Jones, Ph.D., resigned as the Company's Chief Technology Officer, and Kevin Johnson, Ph.D., resigned as the Company's Chief Regulatory Officer. Such resignations were in connection with the transactions contemplated by the Merger Agreement and were not a result of a disagreement with the Company on any matter relating to the Company's operations, policies or practices or any other matter. At the Effective Time, in connection with the Merger and in accordance with the terms of the Merger Agreement, the directors of Purchaser, John McKenna and Eduard Marti, became the directors of the Surviving Corporation. Also in connection with the Merger and in accordance with the terms of the Merger Agreement, the following indi

03

Item 5.03 Amendments to Articles of Incorporations or Bylaws, Change in Fiscal Year. The information contained in the Introductory Note and Item 2.01 of this Current Report on Form 8-K is incorporated herein by reference into this Item 5.03. Pursuant to the Merger Agreement, at the Effective Time, the certificate of incorporation of the Company (the " Certificate of Incorporation ") was amended and restated in its entirety. The Certificate of Incorporation is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference. In addition, pursuant to the Merger Agreement, at the Effective Time, the Company's bylaws (the " Bylaws ") were amended and restated in their entirety. The Bylaws are filed as Exhibit 3.2 to this Current Report on Form 8-K and are incorporated herein by reference.

Financial Statements and Exhibits

Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 2.1* Agreement and Plan of Merger, dated as of September 8, 2025, by and among the Company, Parent and Purchaser (incorporated by reference to Exhibit 2.1 of the Current Report of Form 8-K filed by the Company with the SEC on September 9, 2025) 3.1 Amended and Restated Certificate of Incorporation of Tourmaline Bio, Inc. (filed herewith). 3.2 Amended and Restated Bylaws of Tourmaline Bio, Inc. (filed herewith). 104 Cover Page Interactive Data File (embedded with the Inline XBRL document) * Certain exhibits and schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company hereby undertakes to provide copies of any of the omitted exhibits and schedules upon request by the SEC. 3

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. By: /s/ Jaime Huertas Name: Jaime Huertas Title: Secretary Dated: October 28, 2025 4

View Full Filing

View this 8-K filing on SEC EDGAR