Tourmaline Bio SEC Filings

Novartis AG filed an initial beneficial ownership report (Form 3) for Tourmaline Bio, Inc. (TRML). The filing lists 24,030,382 shares of common stock beneficially owned on an indirect basis, with the shares held by Torino Merger Sub Inc., an indirect wholly owned subsidiary. The event date is 10/28/2025. No derivative securities were reported.

Tourmaline Bio filed a Post-Effective Amendment to its Form S-3 (Registration No. 333-283078) to deregister all securities that remain unsold. This action follows the closing of its merger on October 28, 2025, in which Torino Merger Sub Inc., an indirect wholly owned subsidiary of Novartis AG, merged into Tourmaline Bio, leaving the company as a wholly owned subsidiary of Novartis.

With the merger completed, all offerings under the S-3 have been terminated, and any registered but unissued securities are being removed from registration pursuant to prior undertakings.

Tourmaline Bio, Inc. (TRML) filed a post‑effective amendment to its Form S‑1 to deregister all securities that remained unsold, following completion of its merger with Novartis AG on October 28, 2025. Torino Merger Sub Inc. merged with and into Tourmaline, and the company now operates as a wholly owned subsidiary of Novartis.

As a result of the merger, Tourmaline terminated any offerings under the referenced S‑1 and is removing any registered but unissued securities in line with its prior undertakings.

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 (TRML): Tender offer completed; merger closed

Novartis’ indirect subsidiary Torino Merger Sub completed its cash tender offer for Tourmaline Bio at $48.00 per share after 24,030,382 shares were validly tendered and not withdrawn, representing approximately 92.94% of outstanding shares at expiration. All conditions, including the Minimum Condition, were satisfied, and all tendered shares were accepted for payment.

On October 28, 2025, a merger under Section 251(h) of the DGCL was effected without a stockholder meeting or vote, completing the acquisition. TRML shares were delisted and ceased trading on Nasdaq prior to the October 28 open. Novartis intends to terminate TRML’s Exchange Act registration and suspend reporting obligations as promptly as practicable.

Tourmaline Bio (TRML) disclosed a Form 4 showing a director made a charitable gift of company stock. On 10/24/2025, the director donated 5,000 shares of common stock (transaction code G) at $0, classified as a gift to a donor‑advised fund for charitable purposes.

Following the transaction, the director beneficially owns 88,281 shares, held directly.

Tourmaline Bio (TRML) reported an insider transaction by its CFO. On 10/22/2025, the officer exercised employee stock options (code M) at $13.92 per share, acquiring 14,366 shares of common stock. Following the transaction, the officer directly owned 14,366 common shares.

The exercised options were part of a grant that vested 25% on July 5, 2024, with the remainder vesting in 36 equal monthly installments. After this exercise, 25,845 options remained beneficially owned, with an expiration date of 08/14/2033.

Tourmaline Bio (TRML) reported an insider transaction by its CEO and director. On 10/22/2025, the reporting person exercised employee stock options (transaction code M) at $7.90 per share for 25,316 underlying shares and acquired 25,316 shares of common stock.

After the transaction, the reporting person beneficially owned 755,051 shares directly and 7,000 shares indirectly held by Gilead Capital, LP. Derivative securities beneficially owned following the transaction totaled 503,478 options. The reported option expires on 06/17/2033 and vested 25% on 06/14/2024, with the remainder vesting in 36 equal monthly installments, subject to continued service.

Novartis’ tender offer for Tourmaline Bio advances as its subsidiary Torino Merger Sub updates terms and regulatory status. The offer seeks to purchase all outstanding shares of Tourmaline Bio at $48.00 per share in cash, without interest and subject to applicable withholding taxes, on the terms set out in the Offer to Purchase and Letter of Transmittal.

Novartis and Tourmaline filed their Premerger Notification and Report Forms on October 6, 2025, and the HSR Act waiting period expired on October 21, 2025 at 11:59 p.m. ET, satisfying the antitrust condition to the offer. The offer remains subject to the other conditions described in Section 15 — Conditions to the Offer. An exhibit was added for a Novartis press release dated October 22, 2025.