SEC Form SC 13D/A filed by Talaris Therapeutics Inc. (Amendment)

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 200

Bellevue, WA 98004

(425) 709-0772 

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

October 19, 2023

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ¨

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

Introduction

This Amendment No. 1 (the “Amendment”) is being filed as an amendment to the statement on Schedule 13D relating to the Common Stock of Tourmaline Bio, Inc. (formerly, Talaris Therapeutics, Inc.), a Delaware corporation, as filed with the Securities and Exchange Commission (the “SEC”) on February 28, 2022 (the “Original Schedule 13D”). All capitalized terms not otherwise defined herein shall have the meanings ascribed to the terms in the Original Schedule 13D. The Original Schedule 13D is hereby amended and supplemented as follows and, except as expressly amended below, the Original Schedule 13D remains in full force and effect.

Item 1 of the Schedule 13D is hereby amended and restated in its entirety as follows:

The class of equity security to which this statement on Schedule 13D relates is the Common Stock, $0.0001 par value (“Common Stock”) of Tourmaline Bio, Inc. (formerly, Talaris Therapeutics, Inc.), a Delaware corporation (the “Issuer”). The address of the principal executive offices of the Issuer is 27 West 24th Street, Suite 702, New York, NY 10010.

Item 2 of the Schedule 13D is hereby amended and restated in its entirety as follows:

Item 3 of the Original Schedule 13D is hereby amended and supplemented by adding the following paragraph at the end of Item 3:

On May 2, 2023, Qiming III purchased an aggregate of 3,000,000 shares of preferred stock of Old Tourmaline (as defined below)for an aggregate purchase price of $3,000,000.

On June 22, 2023 in connection with the Merger Agreement (as defined below), Qiming III and other unrelated investors entered into a securities purchase agreement with Old Tourmaline (the "Purchase Agreement"), pursuant to which Qiming III purchased 1,367,945 shares of common stock of Old Tourmaline for the total purchase price of $2,000,000 (the “Financing Transaction”). The Financing Transaction closed immediately prior to the effective time of the Merger. The source of funds for Qiming III’s purchases of shares of Old Tourmaline common and preferred stock was the contribution from Qiming III’s general and limited partners.

On October 19, 2023, the Issuer completed the transactions contemplated by the Agreement and Plan of Merger, dated as of June 22, 2023 (the “Merger Agreement”), by and among the Issuer, Tourmaline Bio, Inc., a Delaware corporation (“Old Tourmaline”) and Terrain Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of the Issuer (“Merger Sub”), pursuant to which, among other matters, Merger Sub merged with and into Old Tourmaline, with Old Tourmaline continuing as a wholly owned subsidiary of the Issuer and the surviving corporation of the Merger Agreement (the “Merger”). In connection with the closing of the Merger Agreement, the Issuer changed its name to Tourmaline Bio, Inc.

Under the terms of the Merger, immediately prior to the effective time of the Merger, each share of Old Tourmaline’s preferred stock was converted into one share of Old Tourmaline’s common stock. At the effective time of the Merger, each of these shares was converted based on an exchange ratio of 0.7977 (without giving effect to the Reverse Stock Split, as defined below) shares of the Issuer’s common stock for each share of Old Tourmaline common stock.

In connection with the Merger, the Issuer effected a reverse split of its Common Stock (the “Reverse Stock Split”), pursuant to which each 10 shares of Common Stock issued and outstanding immediately prior to the Reverse Stock Split were automatically without further action on the part of the Issuer or any holders of such Common Stock, reclassified, combined, converted and changed into one share of Common Stock.

At the effective time of the Merger, pursuant to the Merger Agreement, each of McDade’s pre-existing options to purchase shares of Common Stock were accelerated and cancelled. In consideration for such cancellation, McDade received a combination of a cash payment of $8,066 and 518 shares of Common Stock (after giving effect to the reverse stock split) with respect to his pre-existing stock option to purchase 20,500 shares of Common Stock. McDade received no consideration for his pre-existing stock option to purchase 14,501 shares of Common Stock, which option had an exercise price that was greater than the Terrain-In-the-Money Price (as defined in the Merger Agreement).

Following the closing of the Merger, Qiming, Qiming II, Qiming III, McDade and Rieschel directly owned 183,177, 110,083, 348,431, 518, and 5,079 shares of Common Stock, respectively.

Item 5 of the Schedule 13D is hereby amended and restated in its entirety as follows:

Signature

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: October 30, 2023

Exhibit(s):

A - Joint Filing Agreement

EXHIBIT A

JOINT FILING AGREEMENT

The undersigned hereby agree that a single Schedule 13D (or any amendment thereto) relating to the Common Stock of Tourmaline Bio, Inc. shall be filed on behalf of each of the undersigned and that this Agreement shall be filed as an exhibit to such Schedule 13D. 

Dated: October 30, 2023