v3.25.1
Nature of Business
3 Months Ended
Mar. 31, 2025
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
Nature of Business Nature of Business
Overview
Tourmaline Bio, Inc. (the “Company”) is a late-stage clinical biotechnology company focused on developing transformative medicines that dramatically improve the lives of patients with life-altering immune and inflammatory diseases. The Company is developing pacibekitug, a fully human monoclonal antibody that selectively binds to interleukin-6, a key proinflammatory cytokine involved in the pathogenesis of many autoimmune and inflammatory disorders. The Company’s corporate headquarters are in New York, New York.
The Company is subject to risks common to companies in the biotechnology industry including, but not limited to, new technological innovations, protection of proprietary technology, dependence on key personnel, compliance with government regulations and the need to obtain additional financing. Product candidates currently under development will require significant additional research and development efforts, including extensive clinical testing and regulatory approval, prior to commercialization. These efforts will require significant amounts of additional capital, adequate personnel infrastructure and extensive compliance-reporting capabilities. Even if the Company’s product development efforts are successful, it is uncertain when, if ever, the Company will realize revenue from product sales.
Reverse Merger and Pre-Merger Financing Transaction
On October 19, 2023, the Company completed its reverse merger with Tourmaline Sub, Inc. (formerly Tourmaline Bio, Inc.) (“Legacy Tourmaline”) in accordance with the terms of the Agreement and Plan of Merger, dated as of June 22, 2023 (the “Merger Agreement”), by and among the Company, Terrain Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of the Company (“Merger Sub”), and Legacy Tourmaline, pursuant to which, among other matters, Merger Sub merged with and into Legacy Tourmaline, with Legacy Tourmaline surviving as a wholly owned subsidiary of the Company (the “Reverse Merger”). In connection with the completion of the Reverse Merger, the Company changed its name from “Talaris Therapeutics, Inc.” to “Tourmaline Bio, Inc.,” and the business conducted by the Company became primarily the business conducted by Legacy Tourmaline. References to “the Company” refer to Legacy Tourmaline for periods prior to the closing of the Reverse Merger, and to Tourmaline Bio, Inc. (formerly Talaris Therapeutics, Inc., or “Talaris”) for all other periods, as the context requires.
Immediately prior to the effective time of the Reverse Merger, Talaris effected a 1-for-10 reverse stock split of its common stock.
At the effective time of the Reverse Merger, the Company issued an aggregate of 15,877,090 shares of Company common stock to the Legacy Tourmaline stockholders, based on the exchange ratio of approximately 0.07977 shares of Company common stock for each share of Legacy Tourmaline common stock, including those shares of Legacy Tourmaline common stock issued upon the conversion of Legacy Tourmaline Series A convertible preferred stock and those shares of the Legacy Tourmaline common stock issued in the Pre-Merger Financing Transaction (as defined below), resulting in 20,336,741 shares of Company common stock being issued and outstanding following the effective time of the Reverse Merger.
At the effective time of the Reverse Merger, Legacy Tourmaline’s 2022 Equity Incentive Plan was assumed by the Company, and each outstanding and unexercised option to purchase shares of Legacy Tourmaline common stock immediately prior to the effective time of the Reverse Merger was assumed by the Company and converted into an option to purchase shares of Company common stock, with necessary adjustments to the number of shares and exercise price to reflect the exchange ratio.
The Reverse Merger was accounted for as a reverse recapitalization in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”). Under this method of accounting, Legacy Tourmaline was deemed to be the accounting acquirer for financial reporting purposes. This determination was primarily based on the expectation that, immediately following the Reverse Merger: (i) Legacy Tourmaline’s stockholders own a substantial majority of the voting rights in the combined company; (ii) Legacy Tourmaline’s largest stockholders retain the largest interest in the combined company; (iii) Legacy Tourmaline designated a majority (five of seven) of the initial members of
the board of directors of the combined company; and (iv) Legacy Tourmaline’s executive management team became the management team of the combined company. Accordingly, for accounting purposes: (i) the Reverse Merger was treated as the equivalent of Legacy Tourmaline issuing stock to acquire the net assets of Talaris; (ii) the net assets of Talaris are recorded at their acquisition-date fair value in the consolidated financial statements of Legacy Tourmaline and (iii) the reported historical operating results of the combined company prior to the Reverse Merger are those of Legacy Tourmaline. Historical common share figures of Legacy Tourmaline have been retroactively restated based on the exchange ratio of 0.07977.
Concurrently with the execution and delivery of the Merger Agreement, and in order to provide Legacy Tourmaline with additional capital for its development programs, Legacy Tourmaline entered into a Securities Purchase Agreement (the “Private Placement Agreement”), with certain investors named therein (the “Private Placement Investors”), pursuant to which, subject to the terms and conditions of the Private Placement Agreement, immediately prior to the effective time of the Reverse Merger, Legacy Tourmaline issued and sold, and the Private Placement Investors purchased 4,092,035 shares (as effected by the exchange ratio described above) of Legacy Tourmaline common stock for gross proceeds of approximately $75.0 million (the “Pre-Merger Financing Transaction”).
Following the completion of the Reverse Merger, on June 30, 2024, Tourmaline Sub, Inc. merged with and into Tourmaline Bio, Inc., with Tourmaline Bio, Inc. as the surviving entity (the “Roll-Up Merger”).
Liquidity
As of March 31, 2025, the Company had cash, cash equivalents, and investments of $275.3 million. The Company expects that its existing cash, cash equivalents and investments will enable it to fund its expected operating expenses and capital expenditure requirements for at least 12 months from May 2, 2025, the filing date of this Quarterly Report on Form 10-Q. The Company expects to finance its future cash needs through a combination of equity or debt financings, collaborations, licensing arrangements and strategic alliances.