0001209191-23-053397.txt : 20231023 0001209191-23-053397.hdr.sgml : 20231023 20231023202407 ACCESSION NUMBER: 0001209191-23-053397 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20231019 FILED AS OF DATE: 20231023 DATE AS OF CHANGE: 20231023 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: KANTOFF AARON CENTRAL INDEX KEY: 0001862734 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40384 FILM NUMBER: 231340899 MAIL ADDRESS: STREET 1: C/O CENTESSA PHARMACEUTICALS PLC STREET 2: D. HODGKIN BLDG, BABRAHAM RSRCH CAMPUS CITY: CAMBRIDGE STATE: X0 ZIP: CB22 3FH 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 0001862734 KANTOFF AARON 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 37891 A 37891 D Stock Option (Right to Buy) 0.13 2023-10-19 4 A 0 37890 A 2033-02-02 Common Stock 37890 37890 D Stock Option (Right to Buy) 9.46 2023-10-23 4 A 0 10000 0.00 A 2033-10-22 Common Stock 10000 10000 D 2,015 of these shares are subject to a repurchase option in favor of the Issuer in the event that the Reporting Person's continuous service is terminated. Such repurchase option shall lapse in equal monthly installments until such shares are fully vested on June 1, 2026. Received in exchange for 475,000 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. Upon the closing of the Merger, each outstanding option to purchase shares of Tourmaline common stock was assumed by the Issuer and converted into an option to purchase the Issuer's common stock, on the same terms and conditions as were applicable to such Tourmaline stock option prior to the Merger, as adjusted for the exchange ratio and the reverse stock split. The shares subject to the option vest as to 1/3 of the shares on May 6, 2023 with the remainder vesting in the following 24 equal monthly installments, subject to the Reporting Person's continued service on each such vesting date. Received in exchange for a stock option to acquire 475,000 shares of Tourmaline common stock pursuant to the Merger Agreement. 100% of the shares subject to the option vest on the earlier of October 23, 2024 or the date of the Issuer's 2024 Annual Meeting of Stockholders, subject to the Reporting Person's continued service on such vesting date. /s/ Brad Middlekauff, Attorney-in-Fact 2023-10-23