Every 8-K that Tourmaline Bio, Inc. (TRML) has filed with the SEC in the last 24 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.
A 8-K covers material events a company has to report between its quarterly reports, so if you follow TRML and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full TRML filings page.
Tourmaline Bio, Inc. completed its acquisition by Novartis AG, following a tender offer at $48.00 per share and a subsequent merger under Section 251(h) of Delaware law.
The tender offer expired on October 27, 2025, with 24,030,382 shares validly tendered, representing 92.94% of outstanding shares. All tendered shares were accepted for payment, and remaining shares (other than excluded shares) were converted into the right to receive the same cash consideration at the merger’s effective time on October 28, 2025.
The company requested Nasdaq delisting effective October 28, 2025, will file Form 25, and intends to file Form 15 to deregister and suspend reporting. Equity awards were treated in cash per the merger terms, and the $100.0 million ATM Sales Agreement with Leerink was terminated contingent on closing. The board and senior officers resigned in connection with the transaction, and Novartis designees were appointed to lead the surviving corporation.
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.
Tourmaline Bio, Inc. furnished a Current Report on Form 8-K stating it issued a press release announcing business highlights and financial results for the quarter ended June 30, 2025. The press release is attached as Exhibit 99.1 and an Inline XBRL cover page is included as Exhibit 104. The company states this information is being furnished, not filed, so it is not subject to Section 18 liabilities and is not incorporated by reference into other filings unless expressly stated.
The 8-K contains no numerical financial data or operational detail itself; readers must consult Exhibit 99.1 for the actual figures and narrative. The registrant's common stock trades under TRML on the Nasdaq Global Select Market and no other material transactions or financial tables are included in this filing.