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 million expected to fund operations through 2026, including key data readouts from the Phase 2b trial in TED and the Phase 2 trial in ASCVD
Shares to trade on Nasdaq under the new ticker symbol “TRML” commencing on October 20, 2023
NEW YORK., October 19, 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 diseases, today announced the completion of its previously announced merger with Talaris Therapeutics, Inc. (“Talaris”). The combined company will operate under the name, Tourmaline Bio, Inc., and its shares are expected to begin trading on the Nasdaq Global Market on October 20, 2023 under the ticker symbol “TRML”.
Concurrent with the merger, Tourmaline completed a $75 million private placement with a syndicate of new and existing institutional life sciences investors including Acuta Capital Partners, Affinity Asset Advisors, Braidwell LP, Cowen Healthcare Investments, Deep Track Capital, Great Point Partners, LLC, KVP Capital, Logos Capital, Paradigm BioCapital, Qiming Venture Partners USA, RA Capital Management, LP, StemPoint Capital LP, TCGX, Vivo Capital, and other undisclosed investors. Following the transactions, Tourmaline’s cash, cash equivalents and investments of approximately $218 million, before payment of final transaction-related expenses, is expected to fund operations through 2026.
“We are thrilled to close this transaction and move Tourmaline into its next phase as a public company, leading an IL-6 renaissance and continuing to accelerate TOUR006 through late-stage clinical trials in TED, ASCVD and other diseases,” said Sandeep Kulkarni, MD, Chief Executive Officer of Tourmaline. “We believe our strong balance sheet will allow us to reach key value-creating milestones through 2026, including advancing enrollment in our Phase 2b spiriTED trial of TOUR006 for the treatment of TED this year, obtaining topline TED clinical data expected in the first half of 2025, and initiating our Phase 2 ASCVD trial in 2024.”
Tourmaline’s lead program for TOUR006, an anti-IL-6 antibody that exhibits differentiated properties including high binding affinity to IL-6 and a naturally long half-life, is in TED. TOUR006 is currently in a Phase 2b spiriTED study in TED, an autoimmune disease characterized by inflammation and disfigurement around the eye which can be sight-threatening in severe cases. Off-label use of IL-6 pathway inhibitors in TED has been well-documented in literature, demonstrating strong evidence of ability to reduce inflammation, eye-bulging, and key biomarkers such as pathogenic autoantibodies. Tourmaline also plans to initiate a Phase 2 trial of TOUR006 in ASCVD in 2024. ASCVD continues to be a leading cause of death globally despite the wide availability of oral therapies and IL-6 has been implicated as a promising drug target for addressing ASCVD by over two decades of clinical, genetic, and experimental research. Tourmaline plans to pursue additional opportunities for TOUR006 to treat other indications from among the wide array of diseases where IL-6 inhibition has been validated.
Transaction Details
In connection with the closing of the merger, Talaris enacted a 1-for-10 reverse stock split of its common stock and issued a special cash dividend to Talaris shareholders of record as of October 16, 2023 that continue to hold their eligible shares of Talaris until market open on October 20, 2023, the ex-dividend date in respect of such special cash dividend. Following the reverse stock split and the closing of the merger, there are approximately 20,336,773 shares of the combined company’s common stock outstanding, with prior Talaris stockholders owning approximately 21.9% and prior Tourmaline stockholders (including investors in the private placement) holding approximately 78.1% of the combined company’s outstanding common stock.
Cooley LLP served as legal counsel to Tourmaline and Jefferies, Piper Sandler, Guggenheim Securities, and Truist Securities served as placement agents to Tourmaline in the private placement. Leerink Partners served as exclusive financial advisor and Goodwin Procter LLP served as legal counsel to Talaris.
