0001209191-23-053401.txt : 20231023 0001209191-23-053401.hdr.sgml : 20231023 20231023202619 ACCESSION NUMBER: 0001209191-23-053401 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20231019 FILED AS OF DATE: 20231023 DATE AS OF CHANGE: 20231023 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: MCDADE MARK CENTRAL INDEX KEY: 0001242126 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40384 FILM NUMBER: 231340909 MAIL ADDRESS: STREET 1: C/O PROTINE DESIGN LAB STREET 2: 7442 NORTH MARCER WAY CITY: MERCER ISLAND STATE: WA ZIP: 98040 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Tourmaline Bio, Inc. CENTRAL INDEX KEY: 0001827506 STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 27 WEST 24TH STREET STREET 2: SUITE 702 CITY: NEW YORK STATE: NY ZIP: 10010 BUSINESS PHONE: 646-481-9832 MAIL ADDRESS: STREET 1: 27 WEST 24TH STREET STREET 2: SUITE 702 CITY: NEW YORK STATE: NY ZIP: 10010 FORMER COMPANY: FORMER CONFORMED NAME: Talaris Therapeutics, Inc. DATE OF NAME CHANGE: 20201007 4 1 doc4.xml FORM 4 SUBMISSION X0508 4 2023-10-19 0 0001827506 Tourmaline Bio, Inc. TRML 0001242126 MCDADE MARK C/O TOURMALINE BIO, INC. 27 WEST 24TH STREET, SUITE 702 NEW YORK NY 10010 1 0 0 0 0 Common Stock 2023-10-19 4 A 0 348431 A 348431 I By Qiming U.S. Healthcare Fund III,L.P. Common Stock 2023-10-19 4 A 0 518 A 518 D Common Stock 183177 I By Qiming U.S. Healthcare Fund I,L.P. Common Stock 110083 I By Qiming U.S. Healthcare Fund II,L.P. Stock Option (Right to Buy) 2.54 2023-10-19 4 D 0 20500 0.00 D 2033-06-13 Common Stock 20500 0 D Stock Option (Right to Buy) 9.46 2023-10-23 4 A 0 20000 0.00 A 2033-10-22 Common Stock 20000 20000 D Received in exchange for 4,367,945 shares of common stock of Tourmaline Bio, Inc. ("Tourmaline") pursuant to an Agreement and Plan of Merger dated as of June 22, 2023 (the "Merger Agreement") by and among Tourmaline, the Issuer and Terrain Merger Sub, Inc., a wholly owned subsidiary of the Issuer ("Merger Sub"). Under the terms of the Merger Agreement, on October 19, 2023, Merger Sub merged with and into Tourmaline (the "Merger"), with Tourmaline surviving the Merger as a wholly owned subsidiary of the Issuer. Upon the closing of the Merger, each share of Tourmaline common stock was converted into the right to receive 0.07977 of a share of the Issuer's common stock, after giving effect to a reverse stock split of the Issuer's common stock of 10-for-1. Subsequent to the Merger, the name of the Issuer was changed from Talaris Therapeutics, Inc. to Tourmaline Bio, Inc. The securities are directly held by Qiming U.S. Healthcare Fund III, L.P. ("Qiming III"). Qiming U.S. Healthcare GP III, LLC ("Qiming GP III") is the sole general partner of Qiming III. The Reporting Person is a managing member of Qiming GP III and may be deemed to share voting and dispositive power over the securities held by Qiming III. The Reporting Person disclaims beneficial ownership of the reported securities, except to the extent of his pecuniary interest therein. Pursuant to the Merger Agreement, the Reporting Person's stock option to purchase 20,500 shares of Common Stock (prior to giving effect to the reverse stock split described in footnote (1)) was accelerated and cancelled at the effective time of the Merger. In consideration for such cancellation, the Reporting Person received a cash payment of $8,066 and 518 shares of Common Stock (after giving effect to the reverse stock split). Reflects a 10-for-1 reverse stock split of the Issuer's Common Stock effected on October 19, 2023 immediately prior to the effective time of the Merger. The securities are directly held by Qiming U.S. Healthcare Fund I, L.P. ("Qiming"). Qiming U.S. Healthcare GP I, LLC ("Qiming GP") is the sole general partner of Qiming. The Reporting Person is a managing member of Qiming GP and may be deemed to share voting and dispositive power over the securities held by Qiming. The Reporting Person disclaims beneficial ownership of the reported securities, except to the extent of his pecuniary interest therein. The securities are directly held by Qiming U.S. Healthcare Fund II, L.P. ("Qiming II"). Qiming U.S. Healthcare GP II, LLC ("Qiming GP II") is the sole general partner of Qiming II. The Reporting Person is a managing member of Qiming GP II and may be deemed to share voting and dispositive power over the securities held by Qiming II. The Reporting Person disclaims beneficial ownership of the reported securities, except to the extent of his pecuniary interest therein. The shares underlying this option shall vest as follows: the earlier of (i) the first anniversary of the date of grant or (ii) the date of the next Annual Meeting. The shares subject to the option vest in substantially equal monthly installments over a three-year period measured from one month following October 23, 2023, subject to the Reporting Person's continued service on each such vesting date. /s/ Brad Middlekauff, Attorney-in-Fact 2023-10-23 EX-24 2 poa.txt POA DOCUMENT POWER OF ATTORNEY (For Executing Form ID and Forms 3, 4 and 5) Know all by these presents, that the undersigned hereby constitutes and appoints each of Sandeep Kulkarni, Brad Middlekauff and Ryan Robinson of Tourmaline Bio, Inc. (the "Company") and Katherine Denby, Pengli Li, Sam Paullin, Neha Mehta, and Jill Simon of Cooley LLP, signing individually, the undersigned's true and lawful attorneys-in fact and agents to: (1) Prepare, execute in the undersigned's name and on the undersigned's behalf, and submit to the the Securities and Exchange Commission (the "SEC") Form ID and Forms 3, 4 and 5 (including amendments thereto and joint filing agreements in connection therewith) in accordance with Section 16(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act") and the rules thereunder in the undersigned's capacity as an officer, director or beneficial owner of more than 10% of a registered class of securities of the Company; (2) Do and perform any and all acts for and on behalf of the undersigned that may be necessary or desirable to prepare and execute any such Form ID and Forms 3, 4 or 5 (including amendments thereto and joint filing agreements in connection therewith) and file such forms with the SEC and any stock exchange, self-regulatory association or any similar authority; and (3) Take any other action of any type whatsoever in connection with the foregoing that, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required of the undersigned, it being understood that the documents executed by the attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as the attorney-in-fact may approve in the attorney-in-fact's discretion. The undersigned hereby grants to each such attorney in fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney in fact, or such attorney in fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, and their substitutes, in serving in such capacity at the request of the undersigned, are not assuming (nor is the Company assuming) any of the undersigned's responsibilities to comply with Section 16 of the Exchange Act. This Power of Attorney shall remain in full force and effect until the earliest to occur of (a) the undersigned is no longer required to file Form ID or Forms 3, 4 and 5 with respect to the undersigned's holdings of and transactions in securities issued by the Company, (b) revocation by the undersigned in a signed writing delivered to the Company and the foregoing attorneys-in fact or (c) as to any attorney-in-fact individually, until such attorney-in-fact is no longer employed by the Company or Cooley LLP, as applicable. Date: September 26, 2023 By: /s/ Mark McDade Name: Mark McDade