Basic Stats
| CIK | 1827506 |
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Talaris Therapeutics Inc
SEC Filings (Chronological Order)
This page provides a complete, chronological list of SEC Filings, excluding ownership filings which we provide elsewhere.
| August 13, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): August 13, 2025 TOURMALINE BIO, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) 001-40384 (Commissi |
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| August 13, 2025 |
Exhibit 99.1 Tourmaline Bio Reports Second Quarter 2025 Financial Results and Recent Business Highlights – Reported positive topline results from the ongoing Phase 2 TRANQUILITY trial of pacibekitug in May 2025, demonstrating rapid, deep, and durable reductions in high-sensitivity C-reactive protein with quarterly dosing – — Additional data from the ongoing Phase 2 TRANQUILITY trial to be presente |
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| August 13, 2025 |
Amendment to offer letter, by and between the Registrant and Susan Dana Jones, dated May 15, 2025. March 24, 2025 Susan Dana Jones *** *** Subject: Your part-time employment arrangement This letter serves to confirm the terms of your transition from full-time to part-time employment with Tourmaline Bio, Inc. |
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| August 13, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the transition period from to Commission File Number: 001 |
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| June 9, 2025 |
Corporate Overview June 2025 For investor use only Disclaimer 2 The material in this presentation regarding Tourmaline Bio, Inc. |
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| June 9, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): June 9, 2025 TOURMALINE BIO, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) 001-40384 (Commission |
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| June 6, 2025 |
Submission of Matters to a Vote of Security Holders UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): June 4, 2025 TOURMALINE BIO, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) 001-40384 (Commission |
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| May 20, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): May 20, 2025 TOURMALINE BIO, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) 001-40384 (Commission |
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| May 20, 2025 |
Corporate Overview May 2025 Disclaimer 2 The material in this presentation regarding Tourmaline Bio, Inc. |
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| May 20, 2025 |
Phase 2 Trial Topline Results May 20, 2025 Disclaimer 2 The material in this presentation regarding Tourmaline Bio, Inc. |
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| May 20, 2025 |
Exhibit 99.1 Tourmaline Bio Announces Positive Topline Results from the Ongoing Phase 2 TRANQUILITY Trial Evaluating Pacibekitug in Patients with Elevated High-Sensitivity C-reactive Protein and Chronic Kidney Disease – Rapid, deep, and durable reductions in high-sensitivity C-reactive protein (hs-CRP) through Day 90 achieved across all pacibekitug arms with high statistical significance as compar |
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| May 2, 2025 |
mended Non-Employee Director Comp Exhibit 10.1 Tourmaline Bio, Inc. Non-Employee Director Compensation Policy Originally Adopted: October 23, 2023 Last Amended and Restated: April 2, 2025 Each member of the Board of Directors (the “Board”) who is not also serving as an employee of or consultant to Tourmaline Bio, Inc. (the “Company”) or any of its subsidiaries (each such member, an “Eligible Director”) will receive the compensatio |
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| May 2, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): May 2, 2025 TOURMALINE BIO, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) 001-40384 (Commission F |
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| May 2, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 0 |
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| May 2, 2025 |
Exhibit 99.1 Tourmaline Bio Reports First Quarter 2025 Financial Results and Recent Business Highlights – Phase 2 TRANQUILITY trial in patients with elevated high-sensitivity C-reactive protein and chronic kidney disease remains on track for topline data readout in the second quarter 2025 – – Tourmaline expects to provide further details on the clinical development plan for pacibekitug within card |
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| April 21, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin |
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| April 21, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e) |
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| March 13, 2025 |
Exhibit 107 Calculation of Filing Fee Table Form S-8 (Form Type) Tourmaline Bio, Inc. |
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| March 13, 2025 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): March 13, 2025 TOURMALINE BIO, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) 001-40384 (Commissio |
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| March 13, 2025 |
Exhibit 99.1 Tourmaline Bio Reports Fourth Quarter and Full Year 2024 Financial Results and Recent Business Highlights – Phase 2 TRANQUILITY trial in patients with elevated high-sensitivity C-reactive protein and chronic kidney disease over-enrolled to 143 total participants, on track to report topline data in the second quarter of 2025 – – Cardiovascular Scientific Advisory Board strengthened wit |
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| March 13, 2025 |
Subsidiaries of the Registrant. Exhibit 21.1 Subsidiaries of the Registrant None. |
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| March 13, 2025 |
As filed with the Securities and Exchange Commission on March 13, 2025 As filed with the Securities and Exchange Commission on March 13, 2025 Registration No. |
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| March 13, 2025 |
Tourmaline Bio, Inc. Insider Trading Policy PURPOSE During the course of your relationship with Tourmaline Bio, Inc. (“Tourmaline”), you may receive material information that is not yet publicly available (“material nonpublic information”) about Tourmaline or other publicly traded companies that Tourmaline has business relationships with. Material nonpublic information may give you, or someone you |
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| March 13, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number: 001-40 |
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| December 10, 2024 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): December 10, 2024 TOURMALINE BIO, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) 001-40384 (Commis |
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| December 10, 2024 |
Exhibit 99.1 Tourmaline Bio Highlights Cardiovascular Inflammation Focus and Announces Key Clinical and Strategic Updates at Investor Day – Phase 2 TRANQUILITY trial surpasses enrollment target, with 143 total patients enrolled; topline data expected in second quarter of 2025 – – Deepak L. Bhatt, MD, MPH, MBA and Dipender Gill, MD, PhD join Cardiovascular Scientific Advisory Board – – Company nomi |
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| December 10, 2024 |
Regulation FD Disclosure, Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): December 10, 2024 TOURMALINE BIO, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) 001-40384 (Commis |
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| December 10, 2024 |
Corporate Overview December 2024 Exhibit 99.1 The material in this presentation regarding Tourmaline Bio, Inc. (“we,” “us” or the “Company”) is for informational purposes only. This presentation contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 that involve substantial risks and uncertainties. All statements, other than statements of his |
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| November 14, 2024 |
EX-99.1 2 tm2427451d28ex1.htm EXHIBIT 1 EXHIBIT 1 AGREEMENT This Joint Filing Agreement, dated as of November 14, 2024 is by and among RA Capital Management, L.P., Peter Kolchinsky, Rajeev Shah, and RA Capital Healthcare Fund, L.P. (the foregoing are collectively referred to herein as the “Filers”). Each of the Filers may be required to file with the United States Securities and Exchange Commissio |
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| November 14, 2024 |
JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k) EXHIBIT 1 JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k) The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. |
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| November 14, 2024 |
TRML / Tourmaline Bio, Inc. / RA CAPITAL MANAGEMENT, L.P. - SC 13G/A Passive Investment SC 13G/A 1 tm2427451d28sc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Tourmaline Bio, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 89157D105 (CUSIP Number) September 30, 2024 (Date of Event Which Requires Filing of this Statement |
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| November 14, 2024 |
TRML / Tourmaline Bio, Inc. / Blue Owl Capital Holdings LP - SC 13G/A Passive Investment SC 13G/A 1 ef20038683sc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 1)* Tourmaline Bio, Inc. (Name of Issuer) Common Stock, $0.0001 par value per share (Title of Class of Securities) 89157D 105 (CUSIP Number) September 30, 2024 (Date of Event Which Requires Filing of this Statement) C |
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| November 14, 2024 |
TRML / Tourmaline Bio, Inc. / Deep Track Capital, LP Passive Investment SC 13G/A 1 deeptrack-trml093024a1.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* TOURMALINE BIO, INC. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 89157D105 (CUSIP Number) September 30, 2024 (Date of Event Which Requires Filing of this Statement) Check |
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| November 14, 2024 |
TRML / Tourmaline Bio, Inc. / VIKING GLOBAL INVESTORS LP Passive Investment SC 13G/A 1 sayw2411142513ga.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G INFORMATION TO BE INCLUDED IN STATEMENTS PURSUANT TO RULES 13d- 1(b),(c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934* (Amendment No. 2) Tourmaline Bio, Inc. (Name of Issuer) Common Stock, $0.0001 par value per share (Title of Clas |
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| November 14, 2024 |
TRML / Tourmaline Bio, Inc. / Avoro Capital Advisors LLC - TOURMALINE BIO, INC. Passive Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Tourmaline Bio, Inc. (Name of Issuer) Common Stock, $0.0001 par value per share (Title of Class of Securities) 89157D105 (CUSIP Number) September 30, 2024 (Date of Event Which Requires Filing of This Statement) Check the appropriate box to designate the rule pursuant t |
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| November 12, 2024 |
November 12, 2024 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N. |
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| November 7, 2024 |
Sales Agreement, by and between the Registrant and Leerink Partners, LLC, dated November Exhibit 1.2 Tourmaline Bio, Inc. Shares of Common Stock ($0.0001 par value per share) SALES AGREEMENT November 7, 2024 Leerink Partners LLC 1301 Avenue of the Americas, 5th Floor New York, New York 10019 Ladies and Gentlemen: Tourmaline Bio, Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with Leerink Partners LLC (the “Agent”), as follows: 1.Issuance and Sa |
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| November 7, 2024 |
Exhibit 4.5 TOURMALINE BIO, INC., Issuer AND [TRUSTEE], Trustee INDENTURE Dated as of [●], 20 Debt Securities INDENTURE Indenture, dated as of [●], 20, among Tourmaline Bio, Inc., a Delaware corporation (the “Company”), and[Trustee], as trustee (the “Trustee”): Whereas, for its lawful corporate purposes, the Company has duly authorized the execution and delivery of this Indenture to provide for th |
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| November 7, 2024 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): November 7, 2024 TOURMALINE BIO, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) 001-40384 (Commiss |
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| November 7, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Numbe |
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| November 7, 2024 |
Form of Preferred Stock Warrant Agreement and Warrant Certificate. Exhibit 4.9 TOURMALINE BIO, INC. and , As Warrant Agent Form of Preferred Stock Warrant Agreement Dated As Of Tourmaline Bio, Inc. Form of Preferred Stock Warrant Agreement This Preferred Stock Warrant Agreement (this “Agreement”), dated as of [●], between Tourmaline Bio, Inc., a Delaware corporation (the “Company”), and [●], a [corporation] [national banking association] organized and existing un |
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| November 7, 2024 |
Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) Tourmaline Bio, Inc. |
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| November 7, 2024 |
Exhibit 99.1 Tourmaline Bio Reports Third Quarter 2024 Financial Results and Recent Business Highlights – On track to report topline data from Phase 2 TRANQUILITY trial in first half of 2025 – – Assembled Cardiovascular Scientific Advisory Board (CV SAB), comprised of leading academic and industry experts, in October 2024 – – Showcased poster presentations at the American Society of Preventive Car |
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| November 7, 2024 |
Form of Common Stock Warrant Agreement and Warrant Certificate. Exhibit 4.8 Tourmaline Bio, Inc. and , As Warrant Agent Form of Common Stock Warrant Agreement Dated As Of Tourmaline Bio, Inc. Form of Common Stock Warrant Agreement This Common Stock Warrant Agreement (this “Agreement”), dated as of [●], between Tourmaline Bio, Inc., a Delaware corporation (the “Company”), and [●], a [corporation] [national banking association] organized and existing under the l |
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| November 7, 2024 |
Form of Debt Securities Warrant Agreement and Warrant Certificate. Exhibit 4.10 TOURMALINE BIO, INC. and , As Warrant Agent Form of Debt Securities Warrant Agreement Dated As Of Tourmaline Bio, Inc. Form of Debt Securities Warrant Agreement This Debt Securities Warrant Agreement (this “Agreement”), dated as of [●], between Tourmaline Bio, Inc., a Delaware corporation (the “Company”), and [●], a [corporation] [national banking association] organized and existing u |
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| November 7, 2024 |
As filed with the Securities and Exchange Commission on November 7, 2024 As filed with the Securities and Exchange Commission on November 7, 2024 Registration No. |
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| October 10, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): October 4, 2024 TOURMALINE BIO, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) 001-40384 (Commissi |
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| September 11, 2024 |
Third Amended and Restated Bylaws of the Registrant. AMENDED AND RESTATED BYLAWS OF TOURMALINE BIO, INC. (the “Corporation”) ARTICLE I Stockholders SECTION 1. Annual Meeting. The annual meeting of stockholders (any such meeting being referred to in these Bylaws as an “Annual Meeting”) shall be held at the hour, date and place within or without the United States which is fixed by the Board of Directors of the Corporation (the “Board of Directors”), w |
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| September 11, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): September 5, 2024 TOURMALINE BIO, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) 001-40384 (Commis |
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| September 5, 2024 |
Corporate Overview September 2024 The material in this presentation regarding Tourmaline Bio, Inc. |
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| September 5, 2024 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): September 5, 2024 TOURMALINE BIO, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) 001-40384 (Commis |
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| August 8, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the transition period from to Commission File Number: 001 |
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| August 8, 2024 |
Exhibit 99.1 Tourmaline Bio Reports Second Quarter 2024 Financial Results and Recent Business Highlights – First patient dosed in May 2024 in Phase 2 TRANQUILITY trial evaluating pacibekitug (TOUR006) in patients with high cardiovascular risk – – On track to initiate a pivotal Phase 3 trial evaluating pacibekitug delivered subcutaneously every 8 weeks as first-line treatment for Thyroid Eye Diseas |
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| August 8, 2024 |
Confirmatory offer letter, by and between the Registrant and Ryan Robinson, dated June 25, 2024. Exhibit 10.1 Tourmaline Bio, Inc. June 25, 2024 Ryan Robinson Via Email Re: Confirmatory Offer Letter Dear Ryan, We are pleased to memorialize the terms of your continued employment with Tourmaline Bio, Inc. (the “Company” or “Tourmaline”). The effective date of this confirmatory offer letter (this “Agreement”) is June 25, 2024 (the “Effective Date”). This Agreement is intended to replace and supe |
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| August 8, 2024 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): August 8, 2024 TOURMALINE BIO, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) 001-40384 (Commissio |
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| June 27, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): June 25, 2024 TOURMALINE BIO, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) 001-40384 (Commission |
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| June 7, 2024 |
Submission of Matters to a Vote of Security Holders UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): June 5, 2024 TOURMALINE BIO, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) 001-40384 (Commission |
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| June 3, 2024 |
EX-1 2 tm2416352d1ex-1.htm EXHIBIT 1 EXHIBIT 1 AGREEMENT This Joint Filing Agreement, dated as of June 3, 2024 is by and among RA Capital Management, L.P., Peter Kolchinsky, Rajeev Shah, and RA Capital Healthcare Fund, L.P. (the foregoing are collectively referred to herein as the “Filers”). Each of the Filers may be required to file with the United States Securities and Exchange Commission a stat |
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| June 3, 2024 |
TRML / Tourmaline Bio, Inc. / RA CAPITAL MANAGEMENT, L.P. - SC 13G Passive Investment SC 13G 1 tm2416352d1sc13g.htm SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Tourmaline Bio, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 89157D105 (CUSIP Number) May 23, 2024 (Date of Event Which Requires Filing of this Statement) Check the app |
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| May 13, 2024 |
Exhibit 99.1 Tourmaline Bio Reports First Quarter 2024 Financial Results and Recent Business Highlights – Initiated Phase 2 TRANQUILITY trial in April 2024 following U.S. FDA clearance of Investigational New Drug application (IND) for clinical development program in Atherosclerotic Cardiovascular Disease (ASCVD) – – Expanded Thyroid Eye Disease (TED) clinical development plan, including accelerati |
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| May 13, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): May 13, 2024 TOURMALINE BIO, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) 001-40384 (Commission |
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| May 13, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the transition period from to Commission File Number: 00 |
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| May 13, 2024 |
Amended Non-Employee Director Compensation Policy Exhibit 10.1 Tourmaline Bio, Inc. Non-Employee Director Compensation Policy Originally Adopted: October 23, 2023 Amended and Restated: April 3, 2024 Each member of the Board of Directors (the “Board”) who is not also serving as an employee of or consultant to Tourmaline Bio, Inc. (the “Company”) or any of its subsidiaries (each such member, an “Eligible Director”) will receive the compensation des |
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| April 19, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e) |
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| April 19, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin |
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| March 19, 2024 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): March 19, 2024 TOURMALINE BIO, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) 001-40384 (Commissio |
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| March 19, 2024 |
Exhibit 107 Calculation of Filing Fee Table Form S-8 (Form Type) Tourmaline Bio, Inc. |
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| March 19, 2024 |
Exhibit 99.1 Tourmaline Bio Reports Fourth Quarter and Full Year 2023 Financial Results and Recent Business Highlights – Initiated pivotal spiriTED Phase 2b trial in Thyroid Eye Disease (TED) in 2023 and expanded TED clinical development plan, including accelerating the planned initiation of a pivotal Phase 3 trial into 2024 – – Reached alignment with the U.S. FDA on the clinical development progr |
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| March 19, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number: 001-40 |
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| March 19, 2024 |
ZQ|CERT#|COY|CLS|RGSTRY|ACCT#|TRANSTYPE|RUN#|TRANS# mil i COMMON STOCK COMMON STOCK imn -. |
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| March 19, 2024 |
Exhibit 4.2 DESCRIPTION OF SECURITIES The following description of our capital stock is intended as a summary only and therefore is not a complete description of our capital stock. This description is based upon, and is qualified by reference to, our certificate of incorporation, our bylaws, and applicable provisions of Delaware General Corporation Law. You should read our certificate of incorpora |
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| March 19, 2024 |
Incentive Compensation Recoupment Policy of Tourmaline Bio, Inc. Exhibit 97 TOURMALINE BIO, INC. Incentive Compensation Recoupment Policy 1.Introduction The Board of Directors (the “Board”) of Tourmaline Bio, Inc., a Delaware corporation (the “Company”), has determined that it is in the best interests of the Company and its stockholders to adopt this Incentive Compensation Recoupment Policy (this “Policy”) providing for the Company’s recoupment of Recoverable I |
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| March 19, 2024 |
As filed with the Securities and Exchange Commission on March 19, 2024 As filed with the Securities and Exchange Commission on March 19, 2024 Registration No. |
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| March 19, 2024 |
Subsidiaries of the Registrant. Exhibit 21.1 Legal Name Jurisdiction of Incorporation Tourmaline Sub, Inc. Delaware |
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| March 15, 2024 |
TRML / Tourmaline Bio, Inc. / PFIZER INC - SC 13G/A 1 TOURMALINE BIO Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 1 – Exit Filing)* TOURMALINE BIO, INC. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 89157D 105 (CUSIP Number) January 29, 2024 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to d |
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| February 14, 2024 |
US89157D1054 / Tourmaline Bio, Inc. / Blue Owl Capital Holdings LP - SC 13G Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. )* Tourmaline Bio, Inc. (Name of Issuer) Common Stock, $0.0001 par value per share (Title of Class of Securities) 89157D 105 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement) Check the Appropriate Box to Designate the R |
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| February 14, 2024 |
Exhibit 1: Joint Filing Agreement EX-99.1 2 tm245429d15ex1.htm EXHIBIT 1 EXHIBIT 1 AGREEMENT This Joint Filing Agreement, dated as of February 14, 2024, is by and among RA Capital Management, L.P., Peter Kolchinsky, Rajeev Shah, and RA Capital Healthcare Fund, L.P. (the foregoing are collectively referred to herein as the “Filers”). Each of the Filers may be required to file with the United States Securities and Exchange Commissio |
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| February 14, 2024 |
US89157D1054 / Tourmaline Bio, Inc. / Hydra LLC - SC 13G/A Passive Investment SC 13G/A 1 tm246337d1sc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Tourmaline Bio, Inc. (Name of Issuer) Common stock, $0.0001 par value per share (Title of Class of Securities) 89157D105 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement) Che |
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| February 14, 2024 |
US89157D1054 / Tourmaline Bio, Inc. / CITADEL ADVISORS LLC - SC 13G/A Passive Investment SC 13G/A 1 tm243573d13sc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G* (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2 (Amendment No. 3)* Tourmaline Bio, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (the “Shares”) (T |
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| February 14, 2024 |
US89157D1054 / Tourmaline Bio, Inc. / RA CAPITAL MANAGEMENT, L.P. - SC 13G/A Passive Investment SC 13G/A 1 tm245429d15sc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* TOURMALINE BIO, INC. (Name of Issuer) Common Stock, $0.0001 par value per share (Title of Class of Securities) 89157D 105 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement) C |
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| February 9, 2024 |
US89157D1054 / Tourmaline Bio, Inc. / TCG Crossover GP I, LLC - SC 13G Passive Investment SC 13G 1 d710578dsc13g.htm SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Tourmaline Bio, Inc. (Name of Issuer) Common Stock, $0.0001 par value per share (Title of Class of Securities) 89157D105 (CUSIP Number) January 29, 2024 (Date of Event Which Requires Filing of This Statement) Check the ap |
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| February 9, 2024 |
US89157D1054 / Tourmaline Bio, Inc. / Blackstone Holdings II L.P. - SC 13G/A Passive Investment SC 13G/A 1 d133130dsc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Tourmaline Bio, Inc. (Name of Issuer) Common stock, par value $0.0001 per share (Title of Class of Securities) 89157D105 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement) Check |
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| February 9, 2024 |
EX-99.1 2 d710578dex991.htm EX-99.1 Exhibit 1 JOINT FILING AGREEMENT The undersigned hereby agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned, and any amendments thereto executed by the undersigned shall be filed on behalf of each of the undersigned without the necessity of filing any additional joint filing agreement. The undersigned acknowledge that |
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| February 7, 2024 |
US89157D1054 / Tourmaline Bio, Inc. / BML Investment Partners, L.P. Passive Investment SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G* (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2 (AMENDMENT NO. 1 )* Tourmaline Bio, Inc. (Name of Issuer) Common stock, $0.0001 par value per share (Title of Class of Securities) 89157D105 (CUSIP Number) December 31, 2023 |
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| January 26, 2024 |
Exhibit 1.1 4,615,384 Shares Tourmaline Bio, Inc. UNDERWRITING AGREEMENT January 25, 2024 JEFFERIES LLC PIPER SANDLER & CO. GUGGENHEIM SECURITIES, LLC TRUIST SECURITIES, INC. As Representatives of the several Underwriters c/o JEFFERIES LLC 520 Madison Avenue New York, New York 10022 c/o PIPER SANDLER & CO. 1251 Avenue of the Americas, Floor 7 New York, New York 10020 c/o GUGGENHEIM SECURITIES, LLC |
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| January 26, 2024 |
4,615,384 Shares of Common Stock Table of Contents Filed Pursuant to Rule 424(b)(5) Registration No. 333-266875 Prospectus Supplement (To Prospectus dated August 25, 2022) 4,615,384 Shares of Common Stock We are offering 4,615,384 shares of our common stock to be sold in the offering. Our common stock is listed on The Nasdaq Global Select Market under the symbol “TRML.” On January 24, 2024, the last reported sale price of our com |
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| January 26, 2024 |
Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 25, 2024 TOURMALINE BIO, INC. (Exact name of registrant as specified in its charter) Delaware 001-40384 83-2377352 (State or other jurisdiction of incorporation) (Commission F |
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| January 25, 2024 |
Subject to Completion, dated January 24, 2024 424B5 Table of Contents Filed Pursuant to Rule 424(b)(5) Registration No. 333-266875 The information in this preliminary prospectus supplement is not complete and may be changed. This preliminary prospectus supplement and the accompanying prospectus are not an offer to sell the securities and are not soliciting an offer to buy the securities in any jurisdiction where the offer or sale is not permi |
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| January 24, 2024 |
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION Exhibit 99.3 UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION On October 19, 2023, Talaris Therapeutics, Inc., the Combined Company’s (as defined below) predecessor company (“Talaris”), completed its previously announced merger transaction in accordance with the terms of the Agreement and Plan of Merger, dated as of June 22, 2023 (the “Merger Agreement”), by and among Talaris, Tourmali |
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| January 24, 2024 |
Financial Statements and Exhibits, Results of Operations and Financial Condition, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 24, 2024 TOURMALINE BIO, INC. (Exact name of registrant as specified in its charter) Delaware 001-40384 83-2377352 (State or other jurisdiction of incorporation) (Commission F |
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| January 24, 2024 |
TOURMALINE MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Exhibit 99.2 TOURMALINE MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The following discussion and analysis of our financial condition and results of operations and the unaudited interim condensed financial statements and related notes should be read in conjunction with (i) the unaudited interim financial statements of Tourmaline Sub, Inc. (formerly Tourmali |
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| January 24, 2024 |
Exhibit 99.1 TOURMALINE’S BUSINESS Overview We are a late-stage clinical biotechnology company developing transformative medicines to dramatically improve the lives of patients with life-altering immune and inflammatory diseases. In doing so, we seek to identify and develop medicines that have the potential to establish new standards-of-care in areas of high unmet medical need. Our initial product |
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| January 8, 2024 |
Regulation FD Disclosure, Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): January 8, 2024 TOURMALINE BIO, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) 001-40384 (Commissi |
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| January 8, 2024 |
Corporate Overview January 2024 The material in this presentation regarding Tourmaline Bio, Inc. |
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| January 8, 2024 |
Exhibit 99.2 Tourmaline Bio Announces Expected Upcoming Key Milestones for the Clinical Development of TOUR006, a Long-Acting Subcutaneous Inhibitor of IL-6 with Best-in-Class Potential, in Thyroid Eye Disease (TED) and Atherosclerotic Cardiovascular Disease (ASCVD) Tourmaline plans to accelerate the initiation of a pivotal Phase 3 trial in 2024 evaluating subcutaneous TOUR006 every 8 weeks as fir |
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| December 14, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): December 13, 2023 TOURMALINE BIO, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) 001-40384 (Commis |
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| December 14, 2023 |
Tourmaline Bio Appoints Dr. Clay Siegall as Chairman of the Board Exhibit 99.1 Tourmaline Bio Appoints Dr. Clay Siegall as Chairman of the Board NEW YORK – December 14, 2023 – Tourmaline Bio, Inc. (“Tourmaline”) (NASDAQ: TRML), a late-stage clinical biotechnology company developing transformative medicines to dramatically improve the lives of patients with life-altering immune and inflammatory diseases, announced today that Clay Siegall, PhD, has been appointed |
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| November 30, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): November 29, 2023 TOURMALINE BIO, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) 001-40384 (Commis |
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| November 14, 2023 |
Exhibit 99.1 INDEX TO UNAUDITED CONDENSED FINANCIAL STATEMENTS Page UNAUDITED CONDENSED FINANCIAL STATEMENTS: Unaudited Condensed Balance Sheets as of September 30, 2023 and December 31, 2022 2 Unaudited Condensed Statements of Operations for the Nine Months Ended September 30, 2023 and 2022 3 Unaudited Condensed Statements of Changes in Convertible Preferred Stock/Units and Stockholders’ Deficit/ |
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| November 14, 2023 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 14, 2023 TOURMALINE BIO, INC. (Exact name of registrant as specified in its charter) Delaware 001-40384 83-2377352 (State or other jurisdiction of incorporation) (Commission |
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| November 14, 2023 |
Exhibit 10.14 November 9, 2023 Ryan Robinson 28 Winship Drive Stoneham, MA 02180 Re: Interim CFO – Additional Compensation Dear Ryan: As you know, effective October 18, 2023, the Board of Directors of Tourmaline Sub, Inc., formerly known as Tourmaline Bio, Inc (“Tourmaline Sub”), a wholly owned subsidiary of Tourmaline Bio, Inc. (“Tourmaline”), formerly known as Talaris Therapeutics, Inc., appoint |
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| November 14, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-40384 TOURMA |
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| November 14, 2023 |
Exhibit 3.1 THIRD AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF TALARIS THERAPEUTICS, INC. Talaris Therapeutics, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), hereby certifies as follows: 1. The name of the Corporation is Talaris Therapeutics, Inc. The date of the filing of its original Certificate of Incorporation with the Secretary |
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| November 6, 2023 |
TRML / Tourmaline Bio Inc / Hydra LLC - SC 13G Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Tourmaline Bio, Inc. (Name of Issuer) Common stock, $0.0001 par value per share (Title of Class of Securities) 89157D105 (CUSIP Number) October 25, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the ru |
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| October 30, 2023 |
TRML / Tourmaline Bio Inc / Qiming U.S. Healthcare GP II, LLC - SC 13D/A Activist Investment SC 13D/A 1 tm2329269d1sc13da.htm SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)* Tourmaline Bio, Inc. (Name of Issuer) Common stock, $0.0001 par value per share (Title of Class of Securities) 89157D105 (CUSIP Number) Ryan Baker Qiming U.S. Ventures Management, LLC 11100 NE 8th Street, Suite 2 |
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| October 30, 2023 |
TALS / Talaris Therapeutics Inc / Longitude Capital Partners III, LLC - SC 13D/A Activist Investment SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1) TOURMALINE BIO, INC. (Name of Issuer) Common Stock, $0.0001 par value per share (Title of Class of Securities) 89157D 105 (CUSIP Number) Patrick G. Enright Managing Member Longitude Capital Partners III, LLC 2740 Sand Hill Road, 2nd Floor Menlo P |
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| October 27, 2023 |
TRML / Tourmaline Bio Inc / Deep Track Capital, LP Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. |
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| October 27, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 23, 2023 TOURMALINE BIO, INC. (Exact name of registrant as specified in its charter) Delaware 001-40384 83-2377352 (State or other jurisdiction of incorporation) (Commission F |
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| October 27, 2023 |
TRML / Tourmaline Bio Inc / PFIZER INC - SC 13G TOURMALINE BIO, INC. Passive Investment SC 13G 1 a13gtourmalinebio.htm SC 13G TOURMALINE BIO, INC. UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. )* TOURMALINE BIO, INC. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 89157D 105 (CUSIP Number) October 19, 2023 (Date of Event Which Requires Filing of th |
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| October 27, 2023 |
Non-Employee Director Compensation Policy. Exhibit 10.2 TOURMALINE BIO, INC. NON-EMPLOYEE DIRECTOR COMPENSATION POLICY ADOPTED: OCTOBER 23, 2023 Each member of the Board of Directors (the “Board”) who is not also serving as an employee of or consultant to Tourmaline Bio, Inc. (the “Company”) or any of its subsidiaries (each such member, an “Eligible Director”) will receive the compensation described in this Non-Employee Director Compensati |
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| October 27, 2023 |
Exhibit 10.1 TOURMALINE BIO, INC. EXECUTIVE SEVERANCE AND CHANGE IN CONTROL PLAN EFFECTIVE DATE: OCTOBER 23, 2023 Section 1. INTRODUCTION. The Tourmaline Bio, Inc. Executive Severance and Change in Control Plan (the “Plan”) is hereby established by the Board of Directors of Tourmaline Bio, Inc. (the “Company”) effective upon the Effective Date as set forth above. The purpose of the Plan is to prov |
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| October 23, 2023 |
EX-FILING FEES Exhibit 107 CALCULATION OF FILING FEE TABLE Form S-8 Tourmaline Bio, Inc. |
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| October 23, 2023 |
As filed with the Securities and Exchange Commission on October 20, 2023 As filed with the Securities and Exchange Commission on October 20, 2023 Registration No. |
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| October 20, 2023 |
Exhibit 3.2 CERTIFICATE OF AMENDMENT TO THE THIRD AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF TALARIS THERAPEUTICS, INC. (Pursuant to Section 242 of the General Corporation Law of the State of Delaware) Talaris Therapeutics, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), hereby certifies as follows: 1. The name of the Corporation is |
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| October 20, 2023 |
Exhibit 99.1 Tourmaline Bio Announces Closing of Merger with Talaris Therapeutics and Concurrent Private Placement of $75 Million Tourmaline will be focused on advancing TOUR006, its differentiated anti-IL-6 antibody, to treat thyroid eye disease (TED), atherosclerotic cardiovascular disease (ASCVD) and other diseases Post-transaction cash, cash equivalents and investments of approximately $218 mi |
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| October 20, 2023 |
Exhibit 10.9 TOURMALINE BIO, INC. RSU AWARD GRANT NOTICE (2023 EQUITY INCENTIVE PLAN) Tourmaline Bio, Inc. (the “Company”) has awarded to you (the “Participant”) the number of restricted stock units specified and on the terms set forth below in consideration of your services (the “RSU Award”). Your RSU Award is subject to all of the terms and conditions as set forth herein and in the Company’s 202 |
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| October 20, 2023 |
Exhibit 10.8 TOURMALINE BIO, INC. Stock Option Grant Notice (2023 Equity Incentive Plan) Tourmaline Bio, Inc. (the “Company”), pursuant to its 2023 Equity Incentive Plan (the “Plan”), has granted to you (“Optionholder”) an option to purchase the number of shares of the Common Stock set forth below (“Option”). Your Option is subject to all of the terms and conditions as set forth herein and in the |
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| October 20, 2023 |
Exhibit 10.10 TOURMALINE BIO, INC. 2023 EMPLOYEE STOCK PURCHASE PLAN ADOPTED BY THE BOARD OF DIRECTORS: JUNE 22, 2023 APPROVED BY THE STOCKHOLDERS: OCTOBER 17, 2023 1. GENERAL; PURPOSE. (a) The Plan provides a means by which Eligible Employees of the Company and certain Designated Companies may be given an opportunity to purchase shares of Common Stock. The Plan permits the Company to grant a seri |
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| October 20, 2023 |
Exhibit 10.4 Tourmaline Bio, Inc. October 18, 2023 Susan Dana Jones Via Email Re: Confirmatory Offer Letter Dear Susan, On June 22, 2023, Tourmaline Bio, Inc. (“Legacy Tourmaline”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Talaris Therapeutics, Inc. (“Talaris”), and Terrain Merger Sub, Inc. (“Merger Sub”). Pursuant to the terms of the Merger Agreement, among other |
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| October 20, 2023 |
Exhibit 3.1 CERTIFICATE OF AMENDMENT TO THE THIRD AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF TALARIS THERAPEUTICS, INC. (Pursuant to Section 242 of the General Corporation Law of the State of Delaware) Talaris Therapeutics, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), hereby certifies as follows: 1. The name of the Corporation is |
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| October 20, 2023 |
Exhibit 10.7 TOURMALINE BIO, INC. 2023 EQUITY INCENTIVE PLAN ADOPTED BY THE BOARD OF DIRECTORS: JUNE 22, 2023 APPROVED BY THE STOCKHOLDERS: OCTOBER 17, 2023 1. GENERAL. (a) Plan Purpose. The Company, by means of the Plan, seeks to secure and retain the services of Employees, Directors and Consultants, to provide incentives for such persons to exert maximum efforts for the success of the Company an |
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| October 20, 2023 |
Exhibit 10.5 OFFER LETTER June 7, 2023 Ryan Robinson Re: Employment Terms Dear Ryan: Tourmaline Bio, Inc. (“Tourmaline”) is pleased to offer you the full-time position of Vice President, Finance and Controller on the following terms: • Reporting: You will report to Tourmaline’s Chief Financial Officer (CFO). Should you join Tourmaline prior to the company hiring a CFO, you will report to Tourmalin |
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| October 20, 2023 |
Exhibit 10.3 Tourmaline Bio, Inc. October 18, 2023 Bradford Middlekauff Via Email Re: Confirmatory Offer Letter Dear Brad, On June 22, 2023, Tourmaline Bio, Inc. (“Legacy Tourmaline”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Talaris Therapeutics, Inc. (“Talaris”), and Terrain Merger Sub, Inc. (“Merger Sub”). Pursuant to the terms of the Merger Agreement, among oth |
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| October 20, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 19, 2023 TOURMALINE BIO, INC. (Exact name of registrant as specified in its charter) Delaware 007-40384 83-2377352 (State or other jurisdiction of incorporation) (Commission F |
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| October 20, 2023 |
Exhibit 3.3 CERTIFICATE OF AMENDMENT TO THE THIRD AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF TALARIS THERAPEUTICS, INC. (Pursuant to Section 242 of the General Corporation Law of the State of Delaware) Talaris Therapeutics, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), hereby certifies as follows: 1. The name of the Corporation is |
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| October 20, 2023 |
Exhibit 10.2 Tourmaline Bio, Inc. October 18, 2023 Sandeep Kulkarni Via Email Re: Confirmatory Offer Letter Dear Sandeep, On June 22, 2023, Tourmaline Bio, Inc. (“Legacy Tourmaline”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Talaris Therapeutics, Inc. (“Talaris”), and Terrain Merger Sub, Inc. (“Merger Sub”). Pursuant to the terms of the Merger Agreement, among othe |
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| October 18, 2023 |
Exhibit 99.1 Talaris Therapeutics Announces Stockholder Approval of Merger with Tourmaline Bio Combined Company to Trade on Nasdaq Under Ticker “TRML” Talaris Announces 1-for-10 Reverse Stock Split of Common Stock BOSTON, October 17, 2023 — Talaris Therapeutics, Inc. (Nasdaq: TALS) (“Talaris”) today announced the results of the special meeting of its stockholders held on October 17, 2023. At the s |
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| October 18, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 17, 2023 TALARIS THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-40384 83-2377352 (State or other jurisdiction of incorporation) (Commis |
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| October 10, 2023 |
425 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 6, 2023 TALARIS THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-40384 83-2377352 (State or other jurisdiction of incorporation) (Com |
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| October 10, 2023 |
425 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A Amendment No. 1 CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 6, 2023 TALARIS THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-40384 83-2377352 (State or other jurisdiction of i |
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| October 10, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A Amendment No. 1 CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 6, 2023 TALARIS THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-40384 83-2377352 (State or other jurisdiction of incor |
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| October 6, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 6, 2023 TALARIS THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-40384 83-2377352 (State or other jurisdiction of incorporation) (Commiss |
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| October 6, 2023 |
Exhibit 99.1 Talaris Therapeutics Declares Special Dividend In Connection with Proposed Merger with Tourmaline Bio Special dividend estimated to be $1.5118 per share Payment of special dividend conditioned upon closing of merger, which is subject to stockholder approval BOSTON – October 6, 2023 –Talaris Therapeutics, Inc. (Nasdaq: TALS) (“Talaris” or the “Company”) today announced that its Board o |
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| October 6, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 6, 2023 TALARIS THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-40384 83-2377352 (State or other jurisdiction of incorporation) (Commiss |
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| October 6, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 6, 2023 TALARIS THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-40384 83-2377352 (State or other jurisdiction of incorporation) (Commiss |
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| September 26, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 26, 2023 TALARIS THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-40384 83-2377352 (State or other jurisdiction of incorporation) (Comm |
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| September 26, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 26, 2023 TALARIS THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-40384 83-2377352 (State or other jurisdiction of incorporation) (Comm |
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| September 26, 2023 |
Exhibit 99.1 Sell-side Analyst Day September 26, 2023 Disclaimer This communication contains “forward-looking statements” within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995, including but not limited to, express or implied statements regarding the structure, timing and completion of the proposed Merger; the combined company’s listing on Nasda |
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| September 15, 2023 |
PROPOSED MERGER YOUR VOTE IS VERY IMPORTANT 424B3 Table of Contents Filed Pursuant to Rule 424(b)(3) Registration No. 333-273335 PROPOSED MERGER YOUR VOTE IS VERY IMPORTANT To the Stockholders of Talaris Therapeutics, Inc. and Tourmaline Bio, Inc., Talaris Therapeutics, Inc., a Delaware corporation (“Talaris”), and Tourmaline Bio, Inc., a Delaware corporation (“Tourmaline”), entered into an Agreement and Plan of Merger (the “Merger Agreemen |
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| September 13, 2023 |
As filed with the Securities and Exchange Commission on September 13, 2023 Table of Contents As filed with the Securities and Exchange Commission on September 13, 2023 No. |
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| September 13, 2023 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 13, 2023 TALARIS THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-40384 83-2377352 (State or other jurisdiction of incorporation) (Comm |
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| September 13, 2023 |
Corporate overview September 2023 Exhibit 99.1 This communication contains “forward-looking statements” within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995, including but not limited to, express or implied statements regarding the structure, timing and completion of the proposed Merger; the combined company’s listing on Nasdaq after closing of |
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| September 13, 2023 |
Talaris Therapeutics, Inc. 93 Worcester St. Wellesley, MA 02481 Talaris Therapeutics, Inc. 93 Worcester St. Wellesley, MA 02481 September 13, 2023 VIA EDGAR Office of Life Sciences Division of Corporation Finance U.S. Securities and Exchange Commission 100 F Street NE Washington, D.C. 20549-3628 Attention: Ms. Doris Stacey Gama Mr. Tim Buchmillar Ms. Christine Torney Mr. Daniel Gordon Re: Talaris Therapeutics, Inc. Acceleration Request for Registration Stateme |
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| September 13, 2023 |
Consent of Leerink Partners LLC. Exhibit 99.3 CONSENT OF LEERINK PARTNERS LLC We hereby consent to the use of our opinion letter dated June 22, 2023, to the Board of Directors of Talaris Therapeutics, Inc., included as Annex B to the proxy statement/prospectus which forms a part of Amendment No. 3 to the Registration Statement on Form S-4 of Talaris Therapeutics, Inc., to be filed on the date hereof, and to the references to such |
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| September 13, 2023 |
425 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 13, 2023 TALARIS THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-40384 83-2377352 (State or other jurisdiction of incorporation) ( |
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| September 11, 2023 |
EX-99.6 Exhibit 99.6 Consent to be Named as a Director In connection with the filing by Talaris Therapeutics, Inc. (the “Company”) of the Registration Statement on Form S-4 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named in the Registration Statement and any |
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| September 11, 2023 |
Goodwin Procter The New York Times Building 620 Eighth Avenue New York, NY 10018 VIA EDGAR September 11, 2023 United States Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F Street, N. |
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| September 11, 2023 |
EX-99.5 Exhibit 99.5 Consent to be Named as a Director In connection with the filing by Talaris Therapeutics, Inc. (the “Company”) of the Registration Statement on Form S-4 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named in the Registration Statement and any |
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| September 11, 2023 |
EX-99.4 Exhibit 99.4 Consent to be Named as a Director In connection with the filing by Talaris Therapeutics, Inc. (the “Company”) of the Registration Statement on Form S-4 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named in the Registration Statement and any |
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| September 11, 2023 |
Consent of Leerink Partners LLC. EX-99.3 Exhibit 99.3 CONSENT OF LEERINK PARTNERS LLC We hereby consent to the use of our opinion letter dated June 22, 2023, to the Board of Directors of Talaris Therapeutics, Inc., included as Annex B to the proxy statement/prospectus which forms a part of Amendment No. 2 to the Registration Statement on Form S-4 of Talaris Therapeutics, Inc., to be filed on the date hereof, and to the references |
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| September 11, 2023 |
Exhibit 99.7 Consent to be Named as a Director In connection with the filing by Talaris Therapeutics, Inc. (the “Company”) of the Registration Statement on Form S-4 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named in the Registration Statement and any and all |
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| September 11, 2023 |
As filed with the Securities and Exchange Commission on September 11, 2023 S-4/A Table of Contents As filed with the Securities and Exchange Commission on September 11, 2023 No. |
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| August 28, 2023 |
425 Filed by Talaris Therapeutics, Inc. pursuant to Rule 425 under the Securities Act of 1933, as amended and deemed filed under Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: Talaris Therapeutics, Inc. Filer’s Commission File Number: 001-40384 Date: August 28, 2023 This filing relates to the proposed transaction pursuant to the terms of that certain Agreement a |
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| August 25, 2023 |
Goodwin Procter The New York Times Building 620 Eighth Avenue New York, NY 10018 VIA EDGAR August 25, 2023 United States Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F Street, N. |
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| August 25, 2023 |
Exhibit 10.22 August 25, 2023 Scott Requadt Re: Amendment to Strategic Advisor Agreement Dear Scott: This letter (the “Amendment”) amends the terms of your Strategic Advisor Agreement with Talaris Therapeutics, Inc., (the “Company”), dated May 26, 2023 (the “Advisor Agreement”). Capitalized terms not defined herein shall have the meaning specified in the Advisor Agreement. This Amendment represent |
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| August 25, 2023 |
Consent of Leerink Partners LLC. Exhibit 99.3 CONSENT OF LEERINK PARTNERS LLC We hereby consent to the use of our opinion letter dated June 22, 2023, to the Board of Directors of Talaris Therapeutics, Inc., included as Annex B to the proxy statement/prospectus which forms a part of Amendment No. 1 to the Registration Statement on Form S-4 of Talaris Therapeutics, Inc., to be filed on the date hereof, and to the references to such |
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| August 25, 2023 |
As filed with the Securities and Exchange Commission on August 25, 2023 Table of Contents As filed with the Securities and Exchange Commission on August 25, 2023 No. |
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| August 14, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40384 TALARIS THERAPEUTICS, INC. |
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| July 20, 2023 |
EX-10.1 Exhibit 10.1 TOURMALINE BIO, INC. 2022 EQUITY INCENTIVE PLAN ADOPTED BY THE BOARD OF DIRECTORS: SEPTEMBER 2, 2022 APPROVED BY THE STOCKHOLDERS: SEPTEMBER 2, 2022 AMENDED BY THE BOARD OF DIRECTORS: FEBRUARY 3, 2023 TERMINATION DATE: SEPTEMBER 1, 2032 1. General. (a) Eligible Stock Award Recipients. Employees, Directors and Consultants are eligible to receive Stock Awards. (b) Available Stoc |
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| July 20, 2023 |
Strategic Advisor Agreement, by and between the Registrant and Scott Requadt, dated May 26, 2023. EX-10.15 Exhibit 10.15 Strategic Advisor Agreement This Advisor Agreement (the “Agreement”), dated as of May 26, 2023 (the “Effective Date”) is between Talaris Therapeutics, Inc., a Delaware corporation with a principal office address at 570 S. Preston Street, Suite 400, Louisville, KY, 40202, Louisville, KY, 40202 (the “Company”) and Scott Requadt, an independent advisor with an address at 15 Lew |
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| July 20, 2023 |
EX-3.1 Exhibit 3.1 CERTIFICATE OF AMENDMENT TO AMENDED AND RETATED CERTIFICATE OF INCORPORATION OF TOURMALINE BIO, INC. (Pursuant to Section 242 of the General Corporation Law of the State of Delaware) Tourmaline Bio, Inc., a corporation organized and existing under and by virtue of the provisions of the General Corporation Law of the State of Delaware (the “General Corporation Law”), DOES HEREBY |
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| July 20, 2023 |
Power of Attorney (included on signature page). S-4 Table of Contents As filed with the Securities and Exchange Commission on July 19, 2023 No. |
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| July 20, 2023 |
Bylaws of Tourmaline Bio, Inc., as currently in effect. EX-3.3 Exhibit 3.3 BYLAWS OF TOURMALINE BIO, INC. (A DELAWARE CORPORATION) ARTICLE I OFFICES Section 1. Registered Office. The registered office of the corporation in the State of Delaware is 251 Little Falls Drive, City of Wilmington, County of New Castle, 19808 or in such other location as the Board of Directors of the corporation (the “Board of Directors”) may from time to time determine or the |
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| July 20, 2023 |
EX-3.2 Exhibit 3.2 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF TOURMALINE BIO, INC. (Pursuant to Sections 242 and 245 of the General Corporation Law of the State of Delaware) Tourmaline Bio, Inc., a corporation organized and existing under and by virtue of the provisions of the General Corporation Law of the State of Delaware (the “General Corporation Law”), DOES HEREBY CERTIFY: 1. That t |
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| July 20, 2023 |
EX-10.6 Exhibit 10.6 INDEMNIFICATION AGREEMENT THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of between Tourmaline Bio, Inc., a Delaware corporation (the “Company”), and [] (“Indemnitee”). WITNESSETH THAT: WHEREAS, highly competent persons have become more reluctant to serve corporations as directors and/or officers or in other capacities unless they are provided wit |
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| July 20, 2023 |
EX-10.5 Exhibit 10.5 CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [*****], HAS BEEN OMITTED BECAUSE TOURMALINE BIO, INC. HAS DETERMINED THE INFORMATION (I) IS NOT MATERIAL AND (II) IS THE TYPE THAT TOURMALINE BIO, INC. TREATS AS PRIVATE OR CONFIDENTIAL. CONFIDENTIAL LICENCE AGREEMENT between LONZA SALES AG and TOURMALINE BIO, LLC CONFIDENTIAL INDEX ARTICLE TITLE PAGE 1. D |
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| July 20, 2023 |
Consent of Leerink Partners LLC. EX-99.4 Exhibit 99.4 CONSENT OF LEERINK PARTNERS LLC We hereby consent to the use of our opinion letter dated June 22, 2023, to the Board of Directors of Talaris Therapeutics, Inc., included as Annex B to the proxy statement/prospectus which forms a part of the Registration Statement on Form S-4 of Talaris Therapeutics, Inc., to be filed on the date hereof, and to the references to such opinion in |
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| July 20, 2023 |
EX-FILING FEES Exhibit 107 Calculation of Filing Fee Tables Form S-4 (Form Type) TALARIS THERAPEUTICS, INC. |
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| July 20, 2023 |
EX-10.4 Exhibit 10.4 CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [*****], HAS BEEN OMITTED BECAUSE TOURMALINE BIO, INC. HAS DETERMINED THE INFORMATION (I) IS NOT MATERIAL AND (II) IS THE TYPE THAT TOURMALINE BIO, INC. TREATS AS PRIVATE OR CONFIDENTIAL. CONFIDENTIAL Execution Version LICENSE AGREEMENT THIS LICENSE AGREEMENT (“Agreement”) is made effective as of the 3rd da |
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| July 6, 2023 |
TALS / Talaris Therapeutics Inc / RA CAPITAL MANAGEMENT, L.P. - SC 13G Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* TALARIS THERAPEUTICS, INC. (Name of Issuer) Common Stock, $0.0001 par value per share (Title of Class of Securities) 87410C104 (CUSIP Number) June 26, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the |
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| June 22, 2023 |
425 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 22, 2023 TALARIS THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-40384 83-2377352 (State or other jurisdiction of incorporation) (Commi |
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| June 22, 2023 |
EX-99.1 Exhibit 99.1 Talaris Therapeutics and Tourmaline Bio Announce Merger Agreement Merger to create Nasdaq-listed, late-stage clinical biotechnology company focused on developing Tourmaline’s anti-IL-6 antibody (TOUR006) in thyroid eye disease (TED) and atherosclerotic cardiovascular disease (ASCVD) Combined company expected to have approximately $210 million of cash at the transaction close, |
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| June 22, 2023 |
EX-2.1 Exhibit 2.1 AGREEMENT AND PLAN OF MERGER among: TALARIS THERAPEUTICS, INC.; TERRAIN MERGER SUB, INC.; and TOURMALINE BIO, INC. Dated as of June 22, 2023 TABLE OF CONTENTS Page Section 1. Definitions and Interpretative Provisions 2 1.1 Definitions 2 1.2 Other Definitional and Interpretative Provisions 18 Section 2. Description of Transaction 19 2.1 The Merger 19 2.2 Effects of the Merger 19 |
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| June 22, 2023 |
Forms of Talaris Support Agreements EX-10.2 Exhibit 10.2 TALARIS THERAPEUTICS, INC. SUPPORT AGREEMENT THIS SUPPORT AGREEMENT (this “Agreement”), dated as of June , 2023, is made by and among Talaris Therapeutics, Inc., a Delaware corporation (“Terrain”), Tourmaline Bio, Inc., a Delaware corporation (the “Company”), and the undersigned holders (each a “Stockholder”) of shares of capital stock (the “Shares”) of Terrain. WHEREAS, Terra |
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| June 22, 2023 |
Form of Tourmaline Support Agreement EX-10.1 Exhibit 10.1 TOURMALINE BIO, INC. SUPPORT AGREEMENT THIS SUPPORT AGREEMENT (this “Agreement”), dated as of June , 2023, is made by and among Talaris Therapeutics, Inc., a Delaware corporation (“Terrain”), Tourmaline Bio, Inc., a Delaware corporation (the “Company”), and the undersigned holders (each a “Stockholder”) of shares of capital stock (the “Shares”) of the Company. WHEREAS, Terrain |
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| June 22, 2023 |
EX-10.3 Exhibit 10.3 LOCK-UP AGREEMENT June , 2023 Talaris Therapeutics, Inc. 93 Worcester St. Wellesley, MA 02481 Ladies and Gentlemen: The undersigned signatory of this lock-up agreement (this “Lock-Up Agreement”) understands that Talaris Therapeutics, Inc., a Delaware corporation (“Terrain”), has entered into an Agreement and Plan of Merger, dated as of June [●], 2023 (as the same may be amende |
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| June 22, 2023 |
Exhibit 99.2 Corporate overview June 2023 Disclaimer This communication contains “forward-looking statements” within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995, including but not limited to, express or implied statements regarding the structure, timing and completion of the proposed Merger; the combined company’s listing on Nasdaq after clos |
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| June 22, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 22, 2023 TALARIS THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-40384 83-2377352 (State or other jurisdiction of incorporation) (Commissio |
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| June 14, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 13, 2023 TALARIS THERAPEUTICS, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40384 83-2377352 (State or Other Jurisdiction of Incorporation) (Commissio |
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| May 30, 2023 |
Talaris Therapeutics Announces Leadership Transition Exhibit 99.1 Talaris Therapeutics Announces Leadership Transition BOSTON, MA, and LOUISVILLE, KY, May 26, 2023 – Talaris Therapeutics, Inc. (Nasdaq: TALS), today announced the appointment of Mary Kay Fenton as interim Chief Executive Officer and President effective as of today. Ms. Fenton, who will continue as Talaris’s Chief Financial Officer, succeeds Chief Executive Officer Scott Requadt who wi |
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| May 30, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 26, 2023 TALARIS THERAPEUTICS, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40384 83-2377352 (State or Other Jurisdiction of Incorporation) (Commission |
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| May 15, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40384 TALARIS THERAPEUTICS, INC. |
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| May 15, 2023 |
UNIVERSITY OF LOUISVILLE LEASE AGREEMENT This Lease Agreement (“Agreement”), made and entered into with effect as of November 1, 2018 (the “Effective Date”), by and between the University of Louisville, an agency of the Commonwealth of Kentucky and an institution of higher education (“Lessor”), and Regenerex, Inc. |
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| April 28, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e) |
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| April 28, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION (Rule 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted b |
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| April 27, 2023 |
TALS / Talaris Therapeutics Inc / BML Investment Partners, L.P. - NONE Passive Investment Schedule 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. n/a )* Talaris Therapeutics, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 87410C104 (CUSIP Number) April 17, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box |
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| April 27, 2023 |
TALS / Talaris Therapeutics Inc / BML Investment Partners, L.P. - NONE Passive Investment Schedule 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. n/a )* Talaris Therapeutics, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 87410C104 (CUSIP Number) April 17, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box |
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| April 14, 2023 |
April 14, 2023 Mary Kay Fenton Re: Retention Agreement Dear Mary Kay: Talaris Therapeutics, Inc. |
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| April 14, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 14, 2023 TALARIS THERAPEUTICS, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40384 83-2377352 (State or Other Jurisdiction of Incorporation) (Commissi |
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| March 31, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number 001-40384 TALARIS THERAPE |
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| March 31, 2023 |
Exhibit 10.5 AMENDED AND RESTATED EXECUTIVE SEVERANCE AND CHANGE IN CONTROL PLAN Effective Date: April 15, 2021 Amendment Effective Date: March 30, 2023 Talaris Therapeutics, Inc. (the “Company”) sets forth herein the terms of its Amended and Restated Executive Severance and Change in Control Plan (the “Plan”) as follows: SECTION 1. PURPOSE. The purpose of this Plan is to establish the conditions |
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| March 31, 2023 |
Exhibit 107 Calculation of Filing Fee Table Form S-8 (Form Type) Talaris Therapeutics, Inc. |
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| March 31, 2023 |
As filed with the Securities and Exchange Commission on March 31, 2023 As filed with the Securities and Exchange Commission on March 31, 2023 Registration No. |
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| March 31, 2023 |
Exhibit 10.7.1 UNIVERSITY OF LOUISVILLE LEASE AGREEMENT TALARIS THERAPEUTICS THIS THIRD AMENDMENT TO LEASE AGREEMENT (“Third Amendment”) is effective as of the 1st day of March, 2023 (“Effective Date”), by and between the University of Louisville (“Lessor”), and Talaris Therapeutics, Inc. (“Lessee”) (collectively the “Parties”). W I T N E S E T H: WHEREAS, Lessor and Lessee are parties to that cer |
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| March 31, 2023 |
Exhibit 10.6 TALARIS Therapeutics, INC. AMENDED AND RESTATED NON-EMPLOYEE DIRECTOR COMPENSATION POLICY The purpose of this Amended and Restated Non-Employee Director Compensation Policy (the “Policy”) of Talaris Therapeutics, Inc. (the “Company”) is to provide a total compensation package that enables the Company to attract and retain, on a long-term basis, high-caliber directors who are not emplo |
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| March 10, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 10, 2023 TALARIS THERAPEUTICS, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40384 83-2377352 (State or Other Jurisdiction of Incorporation) (Commissi |
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| February 16, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 15, 2023 TALARIS THERAPEUTICS, INC. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-40384 83-2377352 (State or Other Jurisdiction of Incorporation) (Commi |
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| February 16, 2023 |
Exhibit 99.1 Talaris Therapeutics Announces Plans to Explore Strategic Alternatives and Implements Restructuring Plan BOSTON, MA, and LOUISVILLE, KY, February 16, 2023 – Talaris Therapeutics, Inc. (Nasdaq: TALS), today announced that it has completed a review of its business and program prospects. Based on this review, Talaris has decided to discontinue its FREEDOM-1 and FREEDOM-2 clinical trials |
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| February 14, 2023 |
TALS / Talaris Therapeutics, Inc. / CITADEL ADVISORS LLC - SC 13G/A Passive Investment SC 13G/A 1 tm233236-25sc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G* (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2 (Amendment No. 2)* Talaris Therapeutics, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (the “Share |
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| November 10, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40384 TALAR |
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| November 10, 2022 |
Talaris Therapeutics, Inc. August 12, 2022 Dr. Suzanne Ildstad RE: Transition and General Release Agreement Dear Dr. Ildstad: This Transition and General Release letter agreement (the ?Agreement?) confirms the agreement between you and Talaris Therapeutics, Inc. (the ?Company?) regarding your transition from providing services to the Company as an employee to providing services to the Company as a |
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| November 10, 2022 |
Exhibit 99.1 Talaris Therapeutics Announces Third Quarter Financial Results and Corporate Update Enrollment and dosing continue in the Phase 3 FREEDOM-1 trial of FCR001 in living donor kidney transplant (LDKT) patients Two presentations at the 2022 American Society of Nephrology (ASN) Annual Meeting Strong cash balance with expected runway through 2024 BOSTON, MA, and LOUISVILLE, KY, November 10, |
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| November 10, 2022 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 10, 2022 TALARIS THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-40384 83-2377352 (State or Other Jurisdiction of Incorporation) (Commi |
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| October 20, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 20, 2022 TALARIS THERAPEUTICS, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40384 83-2377352 (State or Other Jurisdiction of Incorporation) (Commis |
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| October 20, 2022 |
Talaris Therapeutics Provides Update on FREEDOM-1 Phase 3 Clinical Trial Exhibit 99.1 Talaris Therapeutics Provides Update on FREEDOM-1 Phase 3 Clinical Trial BOSTON, MA, and LOUISVILLE, KY, October 20, 2022 ? Talaris Therapeutics, Inc. (Nasdaq: TALS), a late-clinical stage cell therapy company developing therapies with the potential to transform the standard of care in solid organ transplantation and severe immune and blood disorders, today announced a status update o |
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| August 23, 2022 |
VIA EDGAR August 23, 2022 United States Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F Street, N. |
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| August 15, 2022 |
Form of Subordinated Indenture between Registrant and one or more trustees to be named EX-4.6 4 d361785dex46.htm EX-4.6 Exhibit 4.6 TALARIS THERAPEUTICS, INC. Issuer AND [TRUSTEE], Trustee INDENTURE Dated as of [•], 202[•] Subordinated Debt Securities TABLE OF CONTENTS(1) Article 1 DEFINITIONS 1 Section 1.01 Definitions of Terms 1 Article 2 ISSUE, DESCRIPTION, TERMS, EXECUTION, REGISTRATION AND EXCHANGE OF SECURITIES 4 Section 2.01 Designation and Terms of Securities 4 Section 2.02 |
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| August 15, 2022 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 15, 2022 TALARIS THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-40384 83-2377352 (State or Other Jurisdiction of Incorporation) (Commiss |
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| August 15, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40384 TALARIS TH |
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| August 15, 2022 |
Exhibit 99.1 Talaris Therapeutics Announces Second Quarter Financial Results and Corporate Update All FREEDOM-1 patients who received FCR001 at least three months prior to the data cutoff date of June 15, 2022 had achieved and maintained >50% T-cell chimerism, and all three patients who were dosed at least 12 months post-transplant have discontinued their chronic anti-rejection drugs Multiple oral |
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| August 15, 2022 |
Sales Agreement, dated as of August 15, 2022, between the Registrant and SVB Securities LLC EX-1.2 2 d361785dex12.htm EX-1.2 Exhibit 1.2 Execution Version TALARIS THERAPEUTICS, INC. Shares of Common Stock ($0.0001 par value per share) SALES AGREEMENT August 15, 2022 SVB SECURITIES LLC 1301 Avenue of the Americas, 12th Floor New York, New York 10019 Ladies and Gentlemen: Talaris Therapeutics, Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with SVB |
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| August 15, 2022 |
Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) Talaris Therapeutics, Inc. |
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| August 15, 2022 |
Form of Senior Indenture between Registrant and one or more trustees to be named Exhibit 4.5 TALARIS THERAPEUTICS, INC. Issuer AND [TRUSTEE], Trustee INDENTURE Dated as of [?], 202[?] Senior Debt Securities TABLE OF CONTENTS1 Page Article 1 DEFINITIONS 1 Section 1.01 Definitions of Terms 1 Article 2 ISSUE, DESCRIPTION, TERMS, EXECUTION, REGISTRATION AND EXCHANGE OF SECURITIES 4 Section 2.01 Designation and Terms of Securities 4 Section 2.02 Form of Securities and Trustee?s Cer |
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| August 15, 2022 |
As filed with the Securities and Exchange Commission on August 15, 2022 Table of Contents As filed with the Securities and Exchange Commission on August 15, 2022 Registration No. |
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| June 30, 2022 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 30, 2022 TALARIS THERAPEUTICS, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40384 83-2377352 (State or Other Jurisdiction of Incorporation) (Commissio |
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| June 30, 2022 |
FREEDOM-1 CLINICAL UPDATE June 30, 2022 Exhibit 99.1 Disclaimer This Presentation contains forward-looking statements and information of Talaris Therapeutics, Inc. (?Talaris,? ?we,? ?our,?) within the meaning of the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical facts contained in this Presentation, including statements regarding our strategy, |
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| June 13, 2022 |
Submission of Matters to a Vote of Security Holders UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 9, 2022 TALARIS THERAPEUTICS, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40384 83-2377352 (State or Other Jurisdiction of Incorporation) (Commission |
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| May 17, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 13, 2022 TALARIS THERAPEUTICS, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40384 83-2377352 (State or Other Jurisdiction of Incorporation) (Commission |
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| May 17, 2022 |
Talaris Therapeutics Announces Changes to Board of Directors Exhibit 99.1 Talaris Therapeutics Announces Changes to Board of Directors BOSTON, MA, and LOUISVILLE, KY, May 17, 2022 ? Talaris Therapeutics, Inc. (Nasdaq: TALS), a late-clinical stage cell therapy company developing therapies with the potential to transform the standard of care in solid organ transplantation and severe immune and blood disorders, today announced the appointment of independent di |
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| May 12, 2022 |
Exhibit 99.1 Talaris Therapeutics Announces First Quarter Financial Results and Corporate Update Multiple presentations pending at upcoming American Transplant Congress (ATC), as well as concurrent update on ongoing Phase 3 (FREEDOM-1) clinical trial in living donor kidney transplant (LDKT) patients Presented data on COVID-19 outcomes among kidney transplant patients treated with FCR001 Strong $22 |
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| May 12, 2022 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 12, 2022 TALARIS THERAPEUTICS, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40384 83-2377352 (State or Other Jurisdiction of Incorporation) (Commission |
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| May 12, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40384 TALARIS THERAPEUTICS, INC. |
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| April 29, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e) |
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| April 29, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION (Rule 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted b |
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| March 17, 2022 |
Power of Attorney (included on signature page). As filed with the Securities and Exchange Commission on March 17, 2022 Registration No. |
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| March 17, 2022 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 17, 2022 TALARIS THERAPEUTICS, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40384 83-2377352 (State or Other Jurisdiction of Incorporation) (Commissi |
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| March 17, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number 001-40384 TALARIS THERAPE |
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| March 17, 2022 |
Exhibit 4.3 DESCRIPTION OF THE REGISTRANT?S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 The summary of the general terms and provisions of the registered securities of Talaris Therapeutics, Inc. (the ?Company,? ?we,? ?us,? and ?our?) set forth below does not purport to be complete. It is subject to and qualified in its entirety by reference to our Third Amen |
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| March 17, 2022 |
Exhibit 99.1 Talaris Therapeutics Announces Fourth Quarter and Year-End Financial Results and Provides Business Update Phase 3 (FREEDOM-1) clinical trial in living donor kidney transplant (LDKT) patients continues; additional data update expected mid-year 2022 Two Phase 2 (FREEDOM-2 and FREEDOM-3) clinical trials of FCR001 initiated in delayed tolerance and scleroderma Robust $244 million cash bal |
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| March 17, 2022 |
Exhibit 21.1 List of Subsidiaries of Company None. ACTIVE/115803178.1 |
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| March 17, 2022 |
Exhibit 107 Calculation of Filing Fee Table Form S-8 (Form Type) Talaris Therapeutics, Inc. |
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| February 28, 2022 |
TALS / Talaris Therapeutics, Inc. / Qiming U.S. Healthcare GP II, LLC - SC 13D Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* Talaris Therapeutics, Inc. (Name of Issuer) Common stock, $0.0001 par value per share (Title of Class of Securities) 87410C104 (CUSIP Number) Ryan Baker Qiming U.S. Ventures Management, LLC 888 Seventh Ave, 12th Floor New York, NY 10106 (425) 709-0772 (Na |
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| February 14, 2022 |
TALS / Talaris Therapeutics, Inc. / VIKING GLOBAL INVESTORS LP - SC 13G/A Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Amendment No. 1) INFORMATION TO BE INCLUDED IN STATEMENTS PURSUANT TO RULES 13d- 1(b),(c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934* Talaris Therapeutics, Inc. (Name of Issuer) Common stock, $0.0001 par value per share (Title of Class of Securities) 87410C104 |
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| February 14, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G* (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO ? 240.13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO ? 240.13d-2 (Amendment No. 1)* Talaris Therapeutics, Inc. (Name of Issuer) Voting common stock, par value $0.0001 per share (the ?Shares?) (Title of Class of Securities) |
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| February 11, 2022 |
Exhibit 1 JOINT FILING AGREEMENT Pursuant to and in accordance with the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (the ?Exchange Act?) the undersigned hereby agree to the joint filing on behalf of each of them of any filing required by such party under Section 13 of the Exchange Act or any rule or regulation thereunder (including any amendment, restatement, supplement, and/or exhibit thereto) with respect to securities of Talaris Therapeutics, Inc. |
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| February 11, 2022 |
TALS / Talaris Therapeutics, Inc. / Blackstone Holdings II L.P. - SC 13G Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Talaris Therapeutics, Inc. (Name of Issuer) Common stock, par value $0.0001 per share (Title of Class of Securities) 87410C104 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate |
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| November 12, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40384 TALARIS THERAPEUTICS, INC. |
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| November 12, 2021 |
Exhibit 99.1 Talaris Therapeutics Announces Third Quarter 2021 Financial Results and Provides Business Update Provided initial clinical update from its Phase 3 (FREEDOM-1) clinical trial evaluating FCR001 in living donor kidney transplant patients Initiated Phase 2 (FREEDOM-2) clinical trial for FCR001 in delayed tolerance induction patients BOSTON, MA, and LOUISVILLE, KY, November 12, 2021 ? Tala |
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| November 12, 2021 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 12, 2021 TALARIS THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-40384 83-2377352 (State or other jurisdiction of incorporation) (Commi |
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| November 4, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 4, 2021 TALARIS THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-40384 83-2377352 (State or other jurisdiction of incorporation) (Commis |
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| November 2, 2021 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 29, 2021 TALARIS THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-40384 83-2377352 (State or other jurisdiction of incorporation) (Commis |
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| November 2, 2021 |
Exhibit 99.1 Talaris Therapeutics Announces Initiation of Phase 2 Clinical Trial of FCR001 in Delayed Tolerance Induction FREEDOM-2 trial will evaluate the potential for the company?s investigational allogeneic cell therapy, FCR001, to induce durable immune tolerance in patients who have previously received a kidney from a living donor BOSTON, Mass., October 29, 2021 ? Talaris Therapeutics, Inc., |
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| August 12, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40384 TALARIS THERAPEUTICS, INC. |
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| August 12, 2021 |
Exhibit 99.1 Talaris Therapeutics Announces Second Quarter 2021 Financial Results and Provides Business Update On track to provide FREEDOM-1 initial clinical update, initiate FREEDOM-2 and FREEDOM-3 trials, and to disclose additional indication for FCR001 before year-end BOSTON, MA, and LOUISVILLE, KY, August 12, 2021 ? Talaris Therapeutics, Inc. (Nasdaq: TALS), a late-clinical stage cell therapy |
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| August 12, 2021 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 12, 2021 TALARIS THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-40384 83-2377352 (State or other jurisdiction of incorporation) (Commiss |
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| June 14, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40384 TALARIS THERAPEUTICS, INC. |
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| June 14, 2021 |
Talaris Therapeutics Announces First Quarter 2021 Financial Results and Provides Business Exhibit 99.1 Talaris Therapeutics Announces First Quarter 2021 Financial Results and Provides Business Update BOSTON, MA, and LOUISVILLE, KY, June 14, 2021 ? Talaris Therapeutics, Inc. (Nasdaq: TALS), a late-clinical stage cell therapy company developing therapies with the potential to transform the standard of care in solid organ transplantation, certain severe autoimmune diseases, and certain se |
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| June 14, 2021 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 14, 2021 TALARIS THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-40384 83-2377352 (State or other jurisdiction of incorporation) (Commissio |
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| May 21, 2021 |
EXHIBIT 99.1 JOINT FILING AGREEMENT The undersigned hereby agree that the Statement on Schedule 13G filed herewith (and any amendments thereto), relating to the voting common stock of Talaris Therapeutics, Inc., a Delaware corporation, is being filed jointly with the Securities and Exchange Commission pursuant to Rule 13d-1(c) under the Securities Exchange Act of 1934, as amended, on behalf of eac |
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| May 21, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G*/ (Rule 13d-102) Talaris Therapeutics, Inc. (Name of Issuer) Voting common stock, par value $0.0001 per share (Title of Class of Securities) 87410C104 (CUSIP Number) May 11, 2021 Date of Event Which Requires Filing of the Statement Check the appropriate box to designate the rule pursuant to which this Schedule is |
