Tourmaline Bio SEC Filings

Aaron Kantoff, a director of Tourmaline Bio, Inc. (TRML), reported option exercises on 09/05/2025 that resulted in the acquisition of common stock. He exercised options to acquire 37,890 shares at an exercise price of $0.13 per share and 10,000 shares at $9.46 per share on that date. After these reported transactions the filing shows 93,281 shares beneficially owned by Mr. Kantoff on a direct basis. The filing is signed by an attorney-in-fact on behalf of the reporting person.

The filing notes the exercised options are fully vested and immediately exercisable. Transaction code "M" is recorded for both entries and the filing is a standalone Form 4 by one reporting person for TRML.

Tourmaline Bio entered into a definitive merger agreement with Novartis and a Novartis subsidiary, dated September 8, 2025. The agreement contemplates an offer and subsequent merger subject to customary closing conditions, including antitrust/HSR clearance and a minimum tender condition. Outstanding vested stock options will accelerate and be cashed out at closing for the excess of the merger consideration over the option exercise price; options with exercise prices equal to or above the merger consideration will be cancelled without payment. The company board is restricted from certain actions that would frustrate the deal but may accept a superior proposal subject to matching rights and a termination fee. A Company Termination Fee of $47,950,000 applies in specified circumstances. The filing includes related solicitation materials and a press release dated September 9, 2025.

QVT Financial LP reported beneficial ownership of 2,154,653 shares of Tourmaline Bio, Inc. common stock, representing 8.39% of the class. The filing states these shares are held with sole voting and dispositive power and were acquired and are held in the ordinary course of business, not for the purpose of changing or influencing control. The document identifies QVT Financial LP as a Delaware entity and provides its address as 888 Seventh Avenue, 43rd Floor, New York, NY 10106. The statement was signed by an authorized signatory on behalf of QVT Financial LP.

Avoro Capital Advisors LLC and Behzad Aghazadeh reported beneficial ownership of 2,555,555 shares of Tourmaline Bio, Inc. common stock, equal to 9.95% of the class. The percentage is calculated using an aggregate of 25,688,479 shares outstanding as disclosed by the company for the quarter ended March 31, 2025.

The filing identifies Avoro as the investment adviser holding the shares on behalf of Avoro Life Sciences Fund LLC and names Dr. Aghazadeh as the portfolio manager and controlling person. The reporting persons state they have sole voting and dispositive power over the reported shares and certify the shares were acquired and are held in the ordinary course of business, not for the purpose of changing or influencing control.

Tourmaline Bio, Inc. (TRML) reported unaudited results for the quarter ended June 30, 2025 showing continued investment in clinical development of pacibekitug and a solid liquidity position. The company held $256.4 million in cash, cash equivalents and investments and reported a net loss of $46.1 million for the six months ended June 30, 2025, widening from $30.8 million a year earlier due to higher research and development spending.

Research and development expenses rose to $39.9 million for the six-month period, driven by higher clinical trial and toxicology costs as Tourmaline advanced the TRANQUILITY and spiriTED programs. The company disclosed positive Phase 2 TRANQUILITY topline results showing rapid, deep and durable reductions in hs-CRP with quarterly dosing and reported comparable adverse event rates to placebo through the data extract date. Management expects existing funds to support operations into the second half of 2027 and plans further development including a potential Phase 3 cardiovascular outcomes trial and a Phase 2 proof-of-concept study in abdominal aortic aneurysm.