Tourmaline Bio Announces Closing of Merger with Talaris Therapeutics and Concurrent Private Placement of $75 Million
19 Octubre 2023 - 4:37PM
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.
About Tourmaline Bio
Tourmaline Bio is a late-stage clinical
biotechnology company driven by its mission to develop
transformative medicines that dramatically improve the lives of
patients with life-altering immune diseases. Tourmaline’s lead
program, TOUR006, is an anti-IL-6 antibody that exhibits
differentiated properties including high binding affinity to IL-6
and a naturally long half-life. To date, TOUR006 has been studied
in over 400 autoimmune patients across six clinical trials.
Tourmaline plans to develop TOUR006 in thyroid eye disease (TED)
and atherosclerotic cardiovascular disease (ASCVD) as its first two
indications, with additional indications under consideration.
Forward-Looking Statements
This press release contains “forward-looking
statements” within the meaning of the “safe harbor” provisions of
the Private Securities Litigation Reform Act of 1995, including but
not limited to, express or implied statements regarding the
potential of, and expectations regarding, Tourmaline’s product
candidates, including TOUR006; expectations regarding the
sufficiency of the combined company’s capital resources and cash
runway; statements by Tourmaline’s Chief Executive Officer; and
other statements that are not historical fact. All statements other
than statements of historical fact contained in this press release
are forward-looking statements. These forward-looking statements
are made as of the date they were first issued, and were based on
the then-current expectations, estimates, forecasts, and
projections, as well as the beliefs and assumptions of management.
There can be no assurance that future developments affecting
Tourmaline will be those that have been anticipated.
Forward-looking statements are subject to a
number of risks and uncertainties, many of which involve factors or
circumstances that are beyond Tourmaline’s control. Tourmaline’s
actual results could differ materially from those stated or implied
in forward-looking statements due to a number of factors, including
but not limited to (i) the uncertainties associated with
Tourmaline’s platform technologies, as well as risks associated
with the clinical development and regulatory approval of product
candidates, including potential delays in the commencement,
enrollment and completion of clinical trials; (ii) risks
related to the inability of the combined company to obtain
sufficient additional capital to continue to advance its product
candidates and its preclinical programs; (iii) uncertainties
in obtaining successful clinical results for product candidates of
the combined company and unexpected costs that may result
therefrom; (iv) risks related to the failure to realize any
value from product candidates and preclinical programs being
developed and anticipated to be developed by the combined company
in light of inherent risks and difficulties involved in
successfully bringing product candidates to market; and
(v) risks associated with the possible failure to realize
certain anticipated benefits of the merger, including with respect
to future financial and operating results. Actual results and the
timing of events could differ materially from those anticipated in
such forward-looking statements as a result of these risks and
uncertainties. These and other risks and uncertainties are more
fully described in periodic filings with the Securities and
Exchange Commission (the “SEC”), including the factors described in
the section titled “Risk Factors” in Tourmaline’s (formerly
Talaris’) most recent Annual Report on Form 10-K, Quarterly Reports
on Form 10-Q and Current Reports on Form 8-K filed with the SEC as
well as the final prospectus on Form 424(b)(3) filed with the SEC
on September 15, 2023. You should not place undue reliance on these
forward-looking statements, which are made only as of the date
hereof or as of the dates indicated in the forward-looking
statements. Except as may be required under applicable law,
Tourmaline expressly disclaims any obligation or undertaking to
release publicly any updates or revisions to any forward-looking
statements contained herein to reflect any change in its
expectations with regard thereto or any change in events,
conditions or circumstances on which any such statements are based.
This press release does not purport to summarize all of the
conditions, risks and other attributes of an investment in
Tourmaline.
Contact:
Lee M. SternMeru Advisorslstern@meruadvisors.com
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